|Notice was given that the Company's annual compliance report in terms of section 13G(2) of the Act has been published and is available on the Company's website at https://premierfishing.co.za/bee-certificate.|
|The board of directors of the company advised that Mr Isaiah Tatenda Bundo ("Tatenda") will be taking up an alternative executive role within an associate of the Group and hence has stepped down as Chief Financial Officer ("CFO") of the Company with effect from 21 January 2019.|
Mr Imraan Yousuf Moosa ("Imraan") has been appointed as CFO from 21 January 2019.
|Shareholders are advised that the annual report and the notice of annual general meeting ("Notice of AGM") and the proxy form of the company was posted to shareholders on 30 November 2018.|
The address details in the Notice of AGM has changed. The annual general meeting is to be held at the company's head office at Quay 7, East Pier, Breakwater Boulevard, Victoria - Alfred Waterfront, on 19 February 2019 at 14:00.
The updated Notice of AGM is available on the company's website at www.premierfishing.co.za/notices/.
|Further to the publication of the results announcement on SENS on 30 October 2018, of PFB?s audited group results for the year ended 31 August 2018 ("the Announcement"), PFB advises that its 2018 Integrated Report, which incorporates the audited condensed consolidated annual financial statements for the year, together with the full audited consolidated financial statements are available on its website at www.PFBfishing.co.za/Investors/Financial or can be requested from the company secretary at firstname.lastname@example.org and contains no modifications from the Announcement.|
Notice of AGM
The notice of annual general meeting, containing the audited condensed consolidated annual financial statements has been distributed to shareholders 30 November 2018 and accordingly notice is hereby given that the annual general meeting of PFB will be held at the Company?s head office at Waterway House, 3 Dock Road, Victoria - Alfred Waterfront on Tuesday,19 February 2019, at 14:00 to transact the business as set out in the notice of annual general meeting. The date on which shareholders must be recorded in the share register for purposes of being entitled to attend and vote at the annual general meeting is Friday, 8 February 2019, with the last day to trade being Tuesday, 5 February 2019.
|Revenue for the year increased by 20% to R490.9 million (2017: R410.7 million), gross profit rose by 17% to R210.2 million (2017: R180.1 million), operating profit jumped 41% to R91.6 million (2017: R65.2 million), while profit after tax attributable to shareholders of PFB climbed 20% to R81.9 million (2017: R68.1 million). Furthermore, headline earnings per share decreased by 9% to 31.60 cents per share (2017: 34.59 cents per share). |
The Board of directors announced that it has approved and declared a gross final dividend of 25 cents per share for the year ended 31 August 2018 from income reserves.
The Group continues to focus on the expansion of its Abalone farm, additional acquisitions and increasing the diversification of its product basket. The Group expects an increased contribution to the operational performance of the Group resulting from the acquisition of Talhado, which includes synergies as a result of cost savings.
|In accordance with paragraph 3.59(a) and (b) of the Listings Requirements of the JSE Limited, shareholders are hereby advised of the following changes in relation to the Company Secretary of the Company: |
1. Miss Nobulungisa Mbaliseli (?Nobulungisa?) has resigned as the Company Secretary with immediate effect; and
2. Mr Mohamed Wazeer Moosa (?Mohamed?) has been appointed as the new Company Secretary with immediate effect.
|Revenue for the interim period was higher at R184.6 million (R182.7 million), while gross profit rose to R75.8 million (R70.9 million). Operating profit grew to R20.3 million (R17.8 million). Profit for the year increased to R28.9 million (R18.1 miilion). Headline earnings per share was recorded at 11.10cps (12.70cps).|
No interim dividend have been declared for the six months ended 28 February 2018.
The Group continues to focus on the expansion of its abalone farm, additional acquisitions and increasing the diversification of its product basket. Talhado generated a significant increase in revenue and profit due to the exceptional catch rates being experienced in the squid industry. The Group expects Talhado to contribute significantly to the operational performance of the Group. The Group also expects to realise synergies with Talhado once the acquisition is finalised.
|Shareholders of Premier are referred to the announcement released on the Stock Exchange News Service (?SENS?) on Wednesday, 18 October 2017, in relation to the acquisition of a controlling interest in the Talhado Group (?TFE Transaction?), through its subsidiary, Premier Fishing SA (Pty) Ltd.|
Shareholders are hereby advised that all outstanding conditions precedent to the TFE Transaction have now been fulfilled. Accordingly, the TFE Transaction has been finalised and implemented in accordance with its terms.
|In accordance with the Listings Requirements of the JSE Limited, shareholders are hereby advised of the following membership changes to certain board committees:|
- Advocate Ngoako Ramatlhodi and Mr Sebenzile Patrick Mngconkola have been appointed as members of the audit and risk committee with effect from 3 April 2018;
- Mr Sebenzile Patrick Mngconkola has been appointed as a member of the social, ethics and transformation committee with effect from 3 April 2018.
|Further to the announcement released on SENS on 22 February 2018, PFB invited dissenting shareholders to forward their objections and concerns regarding the remuneration policy and the implementation thereof to the company secretary in writing by close of business on 5 March 2018.|
The company wishes to advise that to date, of the 28.47% dissenting shareholders there were no further objections and concerns received. Notwithstanding that the time period has expired, should any shareholders forward any further objections and concerns regarding the remuneration policy to the company secretary in writing, the remuneration committee will consider such concerns and any changes to the remuneration policy and implementation thereof will be reported on in the next integrated annual report.
|Shareholders are hereby advised that Advocate Dr Ngoako Ramatlhodi and Mr Sebenzile Patrick Mngconkola has been appointed as independent non-executive directors to the board of PFB with effect 7 March 2018. |
|Shareholders are advised in terms of paragraph 3.78 of the JSE Listings Requirements that the Company has been informed by its audit firm that there has been a change in its network firm from Grant Thornton Cape Inc. to BDO, as a result of the merger of BDO South Africa and Grant Thornton Cape Town. Accordingly, with effect from 1 March 2018, the auditor firm of the Company is now BDO, however the designated audit partner has remained unchanged. The change in audit firm was initiated by the audit firm as a result of the aforementioned merger.|
The audit committee will in due course follow the process detailed in paragraph 3.84(g)(iii) of the JSE Listings Requirements relating to BDO. This process will be completed before the audit firm signs its next audit report. It is important to note, that whilst the designated audit partner has remain unchanged, the audit committee must request and consider the separate information about the receiving audit firm, as the Company is deemed to be appointing BDO for the first time.
|Further to the announcement released on SENS on 21 February 2018, PFB invites those shareholders who voted against the remuneration policy at the annual general meeting of PFB held on 20 February 2018 (?dissenting shareholders?) to engage with the Company as follows: Dissenting shareholders are invited to forward their objections and concerns on the remuneration policy and the implementation thereof to the company secretary in writing by close of business on 5 March 2018 where after further engagements may be scheduled to appropriately address legitimate and reasonable objections and concerns raised.|
|Shareholders are hereby advised that the majority of ordinary resolutions and all of the special resolutions tabled at the annual general meeting of the Company held on Tuesday, 20 February 2018 at PFB?s head office at, Quay 7, East Pier, V-A Waterfront, Cape Town, Western Cape (?AGM?), were passed by the requisite majority, with the exception of ordinary resolutions number 7, 9 , 10, 11, 15 and 16 which were withdrawn prior to the AGM. Shareholders are hereby advised that ordinary resolution number 20 was not passed as it did not obtain the 75% shareholder approval as required. |
Change to the board of directors
Following consultation with various stakeholders the board (?the Board?) took a decision to right size the Board to a more appropriate size. Accordingly, the directors that did not make themselves available for re-election at the AGM, voluntary elected to step off the board for the above mentioned reason and accordingly the requisite resolutions were withdrawn.
Accordingly, in compliance with paragraph 3.59(b) of the JSE Listings Requirements, the Company advises that Messrs TT Hove, AW Johnson, LS Naidoo and Miss FEC Brand did not make themselves available for re-election to the Board at the AGM and accordingly they are no longer directors, on the board, with effect from 20 February 2018.
In addition, the board further advises that Messrs S Young and CL van der Venter have been appointed to the audit and risk committee with immediate effect.
|Further to the publication of the detailed results announcement on SENS on 24 October 2017, of Premier?s audited group results for the year ended 31 August 2017 (?the Announcement?), Premier advises that its 2017 Integrated Report, which incorporates the audited annual financial statements for the period, is available on its website: www.premierfishing.co.za or can be obtained from the Company?s registered office, from 8 December 2017, and contains no modifications from the aforementioned SENS announcement.|
Notice of annual general meeting
Notice is hereby given that the annual general meeting of Premier will be held at Premier?s head office at Quay 7, East Pier, Victoria - Alfred Waterfront on Monday, 20 February 2018, at 15h00, to transact the business as set out in the notice of annual general meeting on pages 166 to 180 of the integrated report.
The date on which shareholders must be recorded in the share register for purposes of being entitled to attend and vote at the annual general meeting is Friday, 9 February 2018, with the last day to trade being Tuesday, 6 February 2018.
|Premier released its maiden final results therefore there are no comparatives. Revenue was R410.7 million, gross profit was recorded at R180.1 million and operating profit came to R65.2 million. Profit for the year was R68.1 million. In addition, headline earnings per share was 34.59 cents per share.|
Maiden cash dividend declaration
The board of directors announces that it has approved and declared a gross final maiden dividend of 15 cents per share for the year ended 31 August 2017 from income reserves.
The successful listing of Premier during the year under review and the capital raised placed the Group in a strong financial position in order to pursue its organic and acquisitive growth strategies.
The Group continues to focus on the expansion of the abalone farm which is scheduled to be completed by 2019/2020 with production capacity to increase in excess of 300 tons of cultivated abalone.
The Group will continue to aggressively pursue acquisitions in the fishing industry to improve our synergy and diversification growth strategy.
The west coast rock lobster 2016 FRAP has been provisionally announced and Premier's allocation increased from 5.8% to 7.8% of the TAC. The Group expects the Department of Agriculture, Forestry and Fisheries to announce the final list shortly.
|Premier Food and Fishing Ltd. renamed to Premier Fishing and Brands Ltd. from 4 October 2017.|
|Shareholders are referred to the SENS announcements released by PFF on 8 August 2017 and 14 September 2017, advising that the proposed name change of PFF to Premier Fishing and Brands Ltd. (?Change of Name?) was approved by shareholders.|
The special resolution for the Change of Name was placed on file by the Companies and Intellectual Property Commission. Accordingly the following dates are confirmed:
* Last day to trade prior to the Change of Name trading ex: Tuesday, 3 October
* Termination date for trading under the name of "Premier Food and Fishing Ltd." and commencement of trading under the new name "Premier Fishing and Brands Ltd.", under share code "PFB", short name "PFB" and ISIN ZAE000247516 from the commencement of trade: Wednesday, 4 October
* Date that the accounts of Dematerialised Shareholders with their CSDP's or brokers will be updated with the new name: Monday, 9 October
* Date that new share certificates will be issued to Certificated Shareholders, posted by registered post, at their risk: Monday, 9 October
|Shareholders are referred to the SENS announcement released by PFF on 8 August 2017, regarding the proposed name change of PFF to Premier Fishing and Brands Ltd. (?Change of Name?). Detailed information regarding the proposed Change of Name appeared in the circular to shareholders dated 8 August 2017 (?Circular?).|
Results of the general meeting
Shareholders are advised that at the General Meeting of PFF held on Thursday, 15 September 2017, in order to consider and approve the Change of Name, the following resolutions set out in the notice of General Meeting were passed by the requisite majorities of PFF shareholders.
|Shareholders are hereby referred to the unaudited condensed interim group results for the six months ended 28 February 2017 published on SENS on 4 May 2017 (?Interim Results Announcement?). Shareholders are reminded that these results relate to the period prior to listing and does not include the impact of the capital raise.|
As reported in the interim results announcement, the headline earnings per share for the 6 month period ended 28 February 2017 increased by 33% to 12.70 cents per share as compared to the prior corresponding period.
Shareholders are also reminded that the business is very seasonal with the bulk of the profits being realised in the second half of the financial year.
Shareholders are also referred to the forecast published in the PFF pre-listing statement issued on 13 February 2017 and specifically for the period ending 31 August 2017 and are hereby advised that the company is on course to meet its forecast.
The abovementioned financial information on which this voluntary trading update is based has not been reviewed on by the company?s auditors.
|PFF was listed on the main board of the Johannesburg Stock Exchange ("JSE") on 2 March 2017. PFF have released its maiden interim results therefore there are no comparatives. Revenue was recorded at R182.7 million, while gross profit amounted to R70.9 million. Operating profit came in at R17.8 million. Profit for the year was at R18.1 miilion. Headline earnings per share was recorded at 12.70cps.|
Company future prospects
The group submitted its fishing rights applications for west coast rock lobster ("WCRL"), horse mackerel and hake inshore to the Department of Agriculture, Forest and Fisheries ("DAFF") in February 2016. The group was successful in its application for horse mackerel and was awarded a quota which is equivalent to 1.8% of the Total Allowable Catch. As at the end of the reporting period, the group had not yet commenced with the catching of its horse mackerel quota but anticipates catching the full quota by year-end which should result in increased revenue and profits for the 2017 financial year compared to the prior financial year. The group still awaits the outcome of its application for WCRL fishing rights and DAFF has not yet provided the industry with a date on which the outcome is expected to be announced. Following the successful listing of the group on the JSE, the group is well positioned for organic and acquisitive growth. The expansion of the abalone farm is expected to commence shortly which will add to the production output of the abalone farm.
|Business Day highlighted that Premier Fishing elicited keen interest on its first day of trading on the JSE. The shares touched an intraday high of 520c before ending the day at 504c. Trading volumes were also encouraging. Premier Fishing is 55% owned by African Empowerment Equity Investments (AEEI), and has embarked on the private placement proceeds to increase capacity in abalone farming and make selective acquisitions. AEEI CEO Khalid Abdulla was pleased at the premium price achieved on listing. Mr Abdulla added that he was confident that Premier Fishing could build the business to next level with one or two acquisitions possible in the next six months.|
|Premier Fishing and Brands Ltd. (?PFB?) is an investment entity incorporated in South Africa with interests in the fishing industry. The Group operates in South Africa and is engaged in commercial harvesting, processing and marketing of marine resources. The Group?s principal operations are catching, processing and marketing of pelagic (pilchards and anchovy), west coast rock lobster, south coast rock lobster, squid and hake. The Group also earns rental income by renting out its warehousing facilities through which it offers cold and dry storage for clients. The Group is also involved in aquaculture (abalone farming) as well as the manufacture of environmental friendly fertiliser products (organic liquid fertiliser).|