|The Board of Directors of NVest announced the appointment of Mr Christopher Grant Lemmon (?Chris?) as an Executive Director of the Company with effect from 1 March 2018.|
|In compliance with paragraphs 3.86 and Section 22 of the Listings Requirements of the Johannesburg Stock Exchange shareholders are advised that their current Auditors, Grant Thornton Cape Inc. is undergoing a name change.|
The new entity will be changed to BDO Cape Incorporated. This name change has been lodged with CIPC.
|Revenue for the interim period decreased to R133.8 million (2016: R139.3 million), gross profit lowered to R86.1 million (2016: R90.6 million), operating profit dropped to R41.5 million (2016: R46.1 million), while profit attributable to owners of the parent fell to R28.4 million (2016: R31.1 million). Furthermore, headline earnings per share shrunk to 9.40 cents per share (2016: 10.04 cents per share).|
The board has declared an interim dividend (number six) of 5 cents per share, which amounts to 53.36% of headline earnings.
Despite prevailing market pressures and the turbulent political and economic environment, both locally and internationally, the Group continues to demonstrate significant resilience in its ability to attract and manage assets.
The Board and Management remain committed to investing in the organic and acquisitive growth of the Group to create a sustainable, long-term business which generates meaningful returns for all its stakeholders.
The acquisitive growth agenda will focus on expanding the Group?s distribution network on a national scale, whilst continued focus will be on the optimal integration of Group propositions and operational efficiencies.
NVest?s growing Assets under Management are now at a point of critical mass and this,
coupled with a broadening distribution network and the maturing of the stockbroking and
asset management businesses, uniquely positions the Group for future growth.
Re-presentation of prior results
There has been a reclassification between ?cost of sales? and ?operating expenses? for the six months unaudited results up to 31 August 2016 of R18.5 million. This has been done to more accurately reflect the actual nature of underlying costs. In addition, there was a reclassification of R1.3 million between ?cost of sales? and ?other income?. These reclassifications do not have any impact on either earnings or headline earnings per share.
An amount of R9.7 million, reflected as an ?investment? at February 2017, has been reclassified as ?trade and other receivables?, as in substance it is a deposit which is to be applied on a property in the coming year.
?Deferred taxation? has been reported separately as an asset and liability, as opposed to being offset as was the case in the August 2016 and February 2017 financial statements. The same has been applied to ?Current tax payable? and ?Current tax receivable?.
|The board of directors of NVest advised that Mr Andrew Kent has retired as an executive director with effect from 20 November 2017 and accordingly resigned from the board of NVest. He will remain involved with NVest on a limited basis.|
|Notice was given in accordance with section 45(5) of the Companies Act that pursuant to the authority granted to the board of directors of NVest ("the Board") by the Shareholders at the annual general meeting held on 21 August 2017, the Board has adopted resolutions to provide financial assistance to related and/or inter-related entities as contemplated in section 45(2) of the Companies Act.|
The resolutions passed by the Board authorises the Company to provide financial assistance to its subsidiaries and inter-related entities, as envisaged in terms of section 45 of the Companies Act ("the Financial Assistance").
The Board prior to authorising the Financial Assistance, considered and satisfied itself, in terms of section 45 of the Companies Act, that:
- Immediately after providing the Financial Assistance, the Company would satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act;
- The terms of the Financial Assistance are fair and reasonable in relation to the Company; and
- There has been due compliance with the Company?s memorandum of incorporation and with the Companies Act.
|Shareholders are advised that at the Company?s annual general meeting held on 21 August 2017, the following resolutions were passed without modification: |
Number of ordinary shares represented at the meeting 256 604 020
Total issued number of ordinary shares 302 741 722
Percentage of ordinary shares represented at the meeting 84,76%
|The board of directors of NVest announces that NFB Finance Brokers Port Elizabeth (Pty) Ltd. (?NFBPE?) has concluded the acquisition of the entire issued share capital of Three Oaks Capital (Pty) Ltd., which company will, during the course of the remainder of the year, be merged into NFBPE. The acquisition is part of the NVest Group?s long term controlled organic growth strategy and will help increase the footprint of NFB in the Port Elizabeth area.|
Background on Three Oaks Capital
Three Oaks Capital is a registered financial service provider situated in Port Elizabeth. The company specialises in providing clients with holistic financial planning as well as wealth management. The services of Three Oaks Capital include:
*Holistic financial planning
*Portfolio / wealth management
*Business and individual risk planning
As an independent company, Three Oaks Capital has access to investment and risk products from all major South African financial product providers as well as various offshore product providers.
In terms of the JSE Ltd. Listings Requirements, this is not a Category 1 or 2 acquisition and Three Oaks Capital is not a related party of NVest or NFBPE.
|Shareholders are advised that the Company?s Integrated Annual Report incorporating the annual financial statements for the 12 months ended 28 February 2017 is available on the Company?s website, www.nvestholdings.co.za and will be posted to shareholders on or about Tuesday, 27 June 2017. The audited financial statements contain no changes to the summarised audited consolidated results for the year ended 28 February 2017 released on the Stock Exchange New Service of the JSE Ltd. on Monday, 29 May 2017.|
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of ordinary shareholders will be held at 11:00 on Monday, 21 August 2017 at 42 Beach Road, East London, to transact the business as stated in the notice of annual general meeting forming part of the Integrated Annual Report.
The board of directors of the Company has determined that the record date for the purpose of determining which shareholders of the Company are entitled to receive notice of this annual general meeting is Friday, 11 August 2017 and the record date for purposes of determining which shareholders of the Company are entitled to participate in and vote at the annual general meeting is Friday, 18 August 2017. Accordingly, only shareholders who are registered in the register of shareholders of the Company on Friday, 18 August 2017 will be entitled to participate in and vote at the annual general meeting.
|Revenue for the year increased to R287.6 million (2016: R216.4 million), gross profit rose to R196.6 million (2016: R149 million), profit attributable to equity holders of the parent climbed to R61 million (2016: R57.9 million). Headline earnings per share remained in line with the prior year at 18.45 cents per share (2016: 18.77 cents per share) based on a higher number of weighted average shares in issue (302 741 722 compared to 248 935 830 in 2016).|
During the year under review the Company declared an interim dividend (dividend declaration number 4) of 5.3 cents per share. The Board has declared a final gross dividend (number 5) of 5 cents per share for the year ended 28 February 2017.
Despite the likelihood of challenging operating conditions continuing in the short to medium term, underpinned by volatility in global markets and local political uncertainties, the Board and Management remain positive about future prospects for growth across the Group. The Company has invested in key personnel in senior positions, is consolidating the mainstream IT platform for the Private Wealth Management subsidiaries and is in the final stages of opening a branch of NVest Securities (Pty) Ltd. in Johannesburg. In addition, NVest is in the process of finalising an acquisition of an established financial advisory business in Port Elizabeth which will considerably bolster the Group's presence in that target geography. The Company remains optimally positioned to capitalise on growth opportunities and has the capital reserves to give due consideration to further acquisitive growth that will either leverage scale from existing operations or diversify income streams.
|Revenue for the interim period rose to R139.3 million (2015: R78.9 million). Gross profit grew to R107.7 (2015: R61.3 million). Operating profit increased to R46.1 million (2015: R29.5 million). Total comprehensive income attributable to owners of the parent was R31.1 million (2015: R23.2 million). Furthermore, headline earnings per share came in at 10.04 cents per share (2015: 9.31 cents per share).|
The board has declared an interim dividend (Number 4) of 5.3000 cents per share for the six months ended 31 August 2016, which amounts to 52.81% of headline earnings and a year-on-year growth in interim dividend of 17.78% (and a 10.42% growth in dividend over the 6 month period).
Despite significant local and global uncertainty on political, economic and market fronts, the Group continues to show its resilience in terms of revenue and profit growth. The Board and Management remain committed to investing in the infrastructure and capabilities across the underlying subsidiaries to ensure that the Group is able to capitalise on opportunities to grow the geographical footprint of the business as well as diversify the product and service offering to clients.
Chris Lemmon has taken up the position of joint Managing director of NVest Securities and will be based in Johannesburg and tasked with the responsibility to drive this geographic expansion. Chris was previously Head: Private Clients at Sasfin Asset Managers, a member of the Sasfin Holdings Group Executive Committee, a director of Sasfin Securities and Chairperson of Sasfin?s Wealth Investment Committee (and prior to that was a portfolio manager and director of NVest Securities).
|The board of Directors of NVest is pleased to announce the appointment of Professor Lana Joy Weldon as an Independent Non-Executive Director of the Company with effect from 6 October 2016.Professor Weldon was also appointed as a member of the Company?s Audit - Risk and Remuneration Committees.|
|Shareholders are advised that the AGM of NVest was held on 15 August 2016 and all the resolutions proposed at the AGM were passed by the requisite majority.|
Shareholders are further advised that Special Resolution number 3 relating to the remuneration of non-executive directors was modified at the AGM, wherein shareholders were requested to grant the board of directors the authority to increase the non-executive director remuneration stipulated in the notice of AGM for the period commencing 15 August 2016 by a maximum of 75% and to increase the additional amounts payable to the Social and Ethics Committee Chairperson and Remuneration Committee Chairperson to a maximum equal the additional amount payable to the Audit and Risk Committee Chairperson, should the directors believe such increases to be appropriate. The shareholders accepted the modification to Special Resolution number 3.
The following information is provided.
*Number of ordinary shares represented at the meeting: 297 017 261
*Total issued number of ordinary shares: 302 741 722
*Percentage of ordinary shares represented at the meeting: 98.11%
Retirement of Independent non-executive director
Shareholders are advised that Mr John Ross-Smith has retired as an independent non-executive director of NVest with effect from 15 August 2016.
A further announcement will be published as soon as the board has appointed a new board member to replace Mr Ross-Smith.
|Shareholders are advised that the Company?s Integrated Annual Report incorporating the annual financial statements for the 12 months ended 29 February 2016 is available on the Company?s website, www.nvestholdings.co.za and will be posted to shareholders on or about Friday, 8 July 2016. The audited financial statements contain no changes to the audited consolidated results for the year ended 29 February 2016 released on the Stock Exchange New Service of the JSE Limited on Tuesday, 31 May 2016. The audit opinion did not contain any qualifications or modifications and is available for inspection at the Company?s registered office.|
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of ordinary shareholders will be held at 13:00 on Monday 15 August 2016 at 42 Beach Road, East London, to transact the business as stated in the notice of annual general meeting forming part of the Integrated Annual Report.
The board of directors of the Company has determined that the record date for the purpose of determining which shareholders of the Company are entitled to receive notice of this annual general meeting is Friday, 24 June 2016 and the record date for purposes of determining which shareholders of the Company are entitled to participate in and vote at the annual general meeting is Friday, 5 August 2016. Accordingly, only shareholders who are registered in the register of shareholders of the Company on Friday, 5 August 2016 will be entitled to participate in and vote at the annual general meeting.
|Revenue for the year came in at R216.4 million (2015: R114.6 million). Gross profit was recorded at R149.0 million (2015: R83.8 million). Operating profit soared to R70.2 million (2015: R34.9 million). Profit attributable to owners of the parent grew to R57.9 million (2015: R33.6 million). Furthermore, headline earnings per share were 18.77 cents per share (2015: 16.07 cents per share).|
The board has declared a final gross dividend (Number 3) of 4.8 cents per share for the year ended 29 February 2016. The dividend is declared out of income reserves.
Despite volatile global markets, a turbulent Rand and uncertain political headwinds, the company is positive about the year ahead. The board and management believe that the company is well positioned to capitalise on growth opportunities across several of its existing subsidiaries as well as to give proper consideration to acquisitive growth to capitalise on synergies and diversify the product and service offering further.
|Further to the trading statement issued on 17 May 2016, the company advises that there has been a change in computation of weighted average shares in issue to 248 935 830 for the year ended 29 February 2016. Shareholders are accordingly advised of the following relating to the company?s earnings per share and headline earnings per share:|
* The earnings for the financial year ended 29 February 2016 will be 23.28 cents per share, representing an increase of 22.7% on the earnings per share of 18.93 cents for the comparable period;
* The headline earnings for the financial year ended 29 February 2016 will be 18.77 cents per share, representing an increase of 16.8% on the headline earnings per share of 16.07 cents for the comparable period.
The company?s financial results for the year ended 29 February 2016 will be published on the Stock Exchange News Service of the JSE on 31 May 2016.
|The Company expects to achieve a net profit after taxation in excess of R59 million compared to R33.6m in the prior year. However, the Company has a higher number of shares in issue compared to the prior year. The earnings per share and headline earnings per share for the year ended 29 February 2016 have been computed based on a weighted average number of 245 637 690 shares in issue for the year (177 726 744 for the year ended 28 February 2015). The number of shares in issue as at 29 February 2016 was 302 741 722.|
Shareholders are accordingly advised of the following relating to the Company?s earnings per share and headline earnings per share:
*The earnings per share for the financial year ended 29 February 2016 is expected to be between 23.60 and 24.60 cents per share, representing an increase of between 25% and 30% on the earnings per share information for the comparable period;
*The headline earnings per share for the financial year ended 29 February 2016 is expected to be between 19.00 and 19.80 cents per share, representing an increase of between 18% and 23% on the headline earnings per share information for the comparable period;
*The earnings and headline earnings per share for the comparative financial year ended 29 February 2016 was 18.93 and 16.07 cents per share respectively.
The financial information on which this trading statement is based has not been reviewed nor reported on by the Company?s auditors. The Company?s financial results for the year ended 29 February 2016 will be published on the Stock Exchange News Service of the JSE on or about 30 May 2016.
|Shareholders of NVest are referred to the announcement released at 09:52 on SENS this morning and are advised that application to list the Rayner Sparg Trust shares on the JSE will be made on Tuesday, 2 December 2015 and the anticipated date of listing will be on or about Friday, 4 December 2015.|
|Shareholders of NVest are referred to the circular to shareholders dated 13 November 2015 which incorporated, inter alia, a form of written consent in terms of section 60 of the Companies Act, 2008 (Act 71 of 2008 (?Companies Act?)) requesting Shareholders to vote in writing on certain resolutions in relation to the Specific Issue. The Trust and its associates were precluded from voting on the resolutions and the shares held by the Trust have been excluded from eligible shares. |
Results of voting
The company hereby notifies Shareholders in terms of section 60(4) of the Companies Act that the Specific Issue resolutions have been approved by the requisite majority of votes cast by shareholders.
Accordingly, application to list the shares on the JSE will be made on Friday, 20 November 2015 and the anticipated date of listing will be on or about Friday, 27 November 2015.
|NVest has released maiden interim results, therefore there are no comparative figures. Revenue was recorded at R78.9 million, while gross profit came in at R61.3 million. Operating profit was at R29.5 million. Total comprehensive income attributable to owners of the parent amounted to R23.2 million. Headline earnings per share came in at 9.31cps.|
The board has declared an interim dividend of 4.5 cents per share.
The Group?s results depend on the markets and assets under management to a large degree. With acquisition of NFB Gauteng subsequent to the period ended 31 August 2015, Group assets under management and administration have increased by approximately R9 billion and further to this, other predominantly investment related business units continue to acquire new assets under management and administration at rates exceeding our expectations. Coupled with this, our investment approach, erring on the side of caution, leads the Group into the future on a confident basis.
The additional cash raised since listing as a result of issues for shares in cash (which includes the specific issue of shares for cash expected to be issued early in December 2015 and which will result in Company shares in issue increasing to 302 741 722) forms part of the cash that we invest at money market rates. The directors are cognisant of the fact that the return on equity of such investment is materially lower than return on equity from our operating companies. Thus, while our Company profit after tax will increase as a result of the earnings from the cash investments, this will cause a drag on our earnings per share given the increased number of shares earning a lower return on the cash. The directors would like it noted that the Company has deliberately done this to strengthen its balance sheet and to provide the ability to execute on the acquisition strategy highlighted in the Company prospectus. The directors believe that this short term dilution will enable the Company to make acquisitions that will contribute to meaningful long term growth and are currently exploring various exciting opportunities in that regard.
|Shareholders are advised that the company published reviewed results for the six months ended 31 August 2014 in its prospectus dated 25 May 2015. No profit forecast was published as the company presented historical information for three years. Due to positive trading across group operations as well as events after the listing of the company, which in turn have resulted in additional acquisitions and transactions being concluded by the group, the board of directors considers that a trading statement is required.|
Shareholders are accordingly advised of the following:
* The earnings and headline earnings per share for the prior six month period ended 31 August 2014 was 8.07 and 6.97 cents per share respectively, based on 177 500 000 shares in issue.
* The earnings per share for the six month period ended 31 August 2015 is expected to be between 10.95 and 11.05 cents per share based on the weighted average shares in issue of 210 689 681, representing an increase of between 30% and 40% on the earnings per share information for the comparable period.
* The headline earnings per share for the six month period ended 31 August 2015 is expected to be between 9.25 and 9.35 cents per share based on weighted average shares in issue of 210 689 681, representing an increase of between 30% and 40% on the headline earnings per share information for the comparable period.
It is noted that the increased difference between earnings per share and headline earnings per share for the applicable two financial periods, is predominantly owing to revaluation adjustments relating to the investment property portfolio of subsidiary company NVest Properties Ltd.
The company?s financial results for the six months ended 31 August 2015 results will be published on SENS before on or about 30 November 2015.
|NVest shareholders are referred to the Company?s announcement dated 19 August 2015 in which the Company announced a specific issue of 26 241 722 shares to the Rayner Sparg Trust at a subscription price of R2.80 (280 cents) per share amounting to R73 476 821.60 (?Specific Issue?). Accordingly, shareholders are advised that a circular containing a notice and consent form (?Notice and Consent Form?) for purposes of voting on the proposed resolutions relating to the Specific Issue, in accordance with section 60 of the Companies Act, 71 or 2008, was posted on Friday, 13 November 2015.|
In terms of the Notice and consent Form, shareholders are required to indicate, by the insertion of the relevant number of votes exercisable by that shareholder in the appropriate box provided on the Consent Form, how they cast their votes in relation to the proposed resolutions.
The completed and signed Consent Form must be sent to Brendan Connellan (the company secretary of the NVest) within 20 (twenty) business days of the date of receipt of the circular at any one of the following addresses:
Physical address: 42 Beach Road, East London, 5241
Postal address: PO Box 8132, Nahoon, 5210
Fax: +27 (043) 735 2000
The important dates and times in relation to the Specific Issue are set out below:
*Last day to trade in order to be eligible to participate and vote on the Section 60 Notice: Friday, 30 October 2015
*Record date for determining which shareholders will be entitled to receive this notice: Friday, 6 November 2015
*Record date for determining which shareholders are entitled to vote on the resolutions contained in this notice: Friday, 6 November 2015
*Issue date of circular and notice in terms of Section 60: Friday, 13 November 2015
*Latest date by which this form of written consent is to be received by the company secretary by 12h00: 11 December 2015
*Results of the Section 60 voting announced on SENS: Friday, 11 December 2015
*Expected listing date of the new NVest ordinary shares on the JSE on: Tuesday, 15 December 2015
The abovementioned times and dates are South African times and dates and are subject to change. Any such change will be released on the Stock Exchange News Service of the JSE.
|Shareholders are referred to the announcement dated 19 August 2015 regarding the Specific Issue. |
As the Specific Issue is to a related party, as defined in the JSE Ltd. Listings Requirements, NVest is required to dispatch a circular to shareholders (?Circular?) within 60 days of the aforementioned announcement. Furthermore, the circular must include pro forma financial information to show the impact on NVest?s financial results for the year ended 28 February 2015 of the Specific Issue, which incorporates the capitalisation of a loan account in NVest Properties Ltd., which entity changed from an associate to a subsidiary after year end.
The intention was for NVest to post the Circular to shareholders on or about 16 October 2015. However, there has been a delay in relation to the pro forma financial effects and the JSE has granted the Company an extension to post the Circular by no later than 13 November 2015.
|Shareholders are hereby advised that NVest?s audited group annual financial statements for the year ended 28 February 2015, were posted on the Company?s website on 8 August 2015. The annual financial statements were already sent to all shareholders on 25 May 2015 prior to the Company listing on the Alternative Exchange of the JSE Ltd. on 29 May 2015, and contain no modifications to the audited consolidated results for the year ended 28 February 2015, which were released on SENS on 29 May 2015. The annual report is also available at http://www.nvestholdings.co.za/investor-relations.htm|
|Shareholders are advised that the Company has entered into negotiations for the acquisition of a Johannesburg based financial services company, which if successfully concluded, may have a material effect on the price of the Company?s shares.|
Accordingly, shareholders are advised to exercise caution when dealing in their NVest shares until a further announcement is made.
|Shareholders are referred to the Company?s prospectus issued on 25 May 2015, detailing an offer by way of a private placement (comprising a private placing and preferential offer) of 26 250 000 new NVest ordinary shares at R1.00 per share and the subsequent listing of NVest on AltX.|
The private placement closed on Tuesday, 26 May 2015 and was substantially oversubscribed and the full amount of R26 250 000 was successfully raised from invited investors. Following the issue of the new NVest shares, the Company will have a total of 205 129 362 shares in issue.
NVest will list on AltX from the commencement of trade on the JSE on Friday, 29 May 2015. Investors will have their CSDP accounts credited with the new NVest shares also on Friday, 29 May 2015.
A copy of the prospectus can be obtained on the Company?s website at www.nvestholdings.co.za
|NVest Financial Holdings is a full service financial services Group that is able to offer solutions for the majority of the financial needs of its clients. The core subsidiary companies of the Group are NFB Private Wealth Management and NVest Securities which are both asset management and private wealth businesses, with well in excess of R13 billion assets under administration and management. The full service offering of the Group is fairly unique in South Africa in that it is an independent financial services Group that has its own stock broking company which is an equities member of the JSE Ltd. and is able to leverage off this inherent strength in its product offering both within that stock broking company and the financial advisory businesses.|
Besides demonstrating an excellent track record in managing client monies, the NVest Financial Holdings Group also has a short term insurance offering, healthcare advisory services offering, an employee benefits service offering and risk advisory services and fiduciary services such as estate planning, drafting of Wills and administration of deceased estates ? thereby ensuring that we have professionals to guide and assist our clients throughout their financial lives as well as to protect their legacies. In April 2015 the Group also launched its commercial property services company under the NVest Property Services brand as an extension of the services already being provided by the Group?s property holding company, NVest Properties.
The NVest Financial Holdings Group has an experienced and sizeable investment process team as well as a formidable distribution network in its current markets and looks forward to growing from strength to strength as an JSE Ltd. Alt-X Listed company as of 29th May 2015.