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BVT - The Bidvest Group Limited - Audited results for the year ended June 30

Release Date: 31/08/2009 07:05
Code(s): BVT
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BVT - The Bidvest Group Limited - Audited results for the year ended June 30 2009 The Bidvest Group Limited Incorporated in the Republic of South Africa ("Bidvest" or "the Group" or "the Company") Registration number: 1946/021180/06 Share code: BVT ISIN: ZAE000117321 Audited results for the year ended June 30'2009 R112,4 billion Revenue 1,8% increase R5,1 billion Trading profit 3,7% decrease 930,0 cents Headline earnings per share 12,9% decrease R6,8 billion Cash generated by operations 10,9% increase 380,0 cents Distribution per share 23,2% decrease Consolidated income statement for the year ended June 30 Percentage R`000 2009 2008 change Revenue 112 427 831 110 477 551 1,8 Cost of revenue (89 482 780) (88 785 765) Gross profit 22 945 051 21 691 786 5,8 Other income 198 815 267 357 Operating expenses (18 007 297) (16 624 277) 8,3 Sales and distribution (12 726 832) (11 201 947) expenses Administration expenses (3 955 068) (4 234 615) Other expenses (1 325 397) (1 187 715) Trading profit 5 136 569 5 334 866 (3,7) Non-trading items (164 240) - Net capital items (37 701) 9 041 Operating profit 4 934 628 5 343 907 Net finance charges (1 029 243) (931 040) 10,5 Finance income 40 982 88 395 Finance charges (1 070 225) (1 019 435) Share of profit of 49 238 121 962 associates Dividends received 29 298 25 526 Share of current year 19 940 96 436 earnings Profit before taxation 3 954 623 4 534 829 (12,8) Taxation (1 046 344) (1 199 960) Profit for the year 2 908 279 3 334 869 (12,8) Attributable to: Shareholders of the 2 802 386 3 252 884 (13,8) Company Minority shareholders 105 893 81 985 2 908 279 3 334 869 Shares in issue Weighted (`000) 301 462 303 159 Diluted weighted (`000) 303 109 308 075 Basic earnings per share 929,6 1 073,0 (13,4) (cents) Diluted basic earnings per 924,5 1 055,9 (12,4) share (cents) Headline earnings per share 930,0 1 068,0 (12,9) (cents) Diluted headline earnings 924,9 1 051,0 (12,0) per share (cents) Distributions per share 380,0 495,0 (23,2) (cents)* *Includes distribution from share premium and capitalisation shares. HEADLINE EARNINGS The following adjustments to profit attributable to shareholders were taken into account in the calculation of headline earnings: Income attributable to 2 802 386 3 252 884 (13,8) shareholders of the Company Impairments of property, 34 952 59 639 plant and equipment, goodwill and intangibles Property, plant and 16 361 46 969 equipment and intangible assets Goodwill 19 910 16 753 Tax relief (1 319) (4 083) Net loss on disposal of interests in subsidiaries and disposal and closure of businesses 110 770 54 163 Loss on disposal and 138 272 60 480 closure Tax relief (27 502) (6 317) Profit on disposal, and (181 709) - impairment of investments in associates Net profit on disposal of (391 138) - associates Impairment of investments 200 000 - in associate Tax relief 9 429 - Net (profit) loss on disposal of property, plant and equipment and intangible assets 37 561 (42 419) Property, plant and 54 685 (46 789) equipment Intangible assets - 42 Tax charge (relief) (17 124) 4 328 Negative goodwill (389) (86 463) recognised in profit Arising on acquisition of (389) (86 496) subsidiaries Minority shareholders - 33 Headline earnings 2 803 571 3 237 804 (13,4) Rand/Sterling exchange rates Opening rate 15,89 14,18 Closing rate 13,02 15,89 Average rate 14,47 14,64 Consolidated cash flow statement for the year ended June 30 R`000 2009 2008 Cash flows from operating activities Operating profit (including dividends 4 963 926 5 369 433 from associates) Depreciation and other non-cash items 1 915 734 1 447 560 Cash generated by operations before 6 879 660 6 816 993 changes in working capital Changes in working capital (130 792) (730 298) Cash generated by operations 6 748 868 6 086 695 Net finance charges paid (1 024 829) (1 251 891) Taxation paid (1 223 496) (1 166 305) Distributions paid by Company (1 144 096) (761 148) Dividends to minorities (33 863) (22 995) 3 322 584 2 884 356 Cash flows from investing activities Net additions to vehicle rental fleet (157 177) (215 948) Net additions to property, plant and (1 960 676) (2 327 351) equipment Net additions to intangible assets (182 635) (228 525) Net acquisition (disposal) of 438 182 (1 290 245) subsidiaries, businesses, associates and investments (1 862 306) (4 062 069) Cash flows from financing activities Proceeds from shares issued 51 116 47 972 Net purchase of treasury shares (6 371) (560 435) Net borrowings (repaid) raised (322 868) 1 180 666 (278 123) 668 203
Net increase (decrease) in cash and cash 1 182 155 (509 510) equivalents Net cash and cash equivalents at the 308 554 616 465 beginning of the year Currency adjustments (251 171) 201 599 Net cash and cash equivalents at the end 1 239 538 308 554 of the year Net cash equivalents are made up as follows: Cash on hand and in the bank 3 212 425 3 038 618 Bank overdrafts included in short-term (1 972 887) (2 730 064) borrowings 1 239 538 308 554 Consolidated balance sheet at June 30 R`000 2009 2008 ASSETS Non-current assets 16 119 562 17 250 060 Property, plant and equipment 9 409 702 9 556 529 Intangible assets 512 286 486 472 Goodwill 3 966 950 4 556 137 Deferred taxation asset 378 603 397 297 Defined benefit pension surplus 120 985 120 983 Interest in associates 449 889 972 038 Investments 908 884 782 371 Banking and other advances 372 263 378 233 Current assets 22 364 822 24 611 325 Vehicle rental fleet 684 205 654 252 Inventories 7 443 252 8 389 646 Short-term portion of banking and other 279 862 244 688 advances Trade and other receivables 10 745 078 12 284 121 Cash and cash equivalents 3 212 425 3 038 618 Total assets 38 484 384 41 861 385 EQUITY AND LIABILITIES Capital and reserves 14 297 627 13 778 085 Attributable to shareholders of the 13 929 132 13 467 629 Company 'Minority shareholders 368 495 310 456 Non-current liabilities 4 155 520 4 680 474 Deferred taxation liability 255 402 220 993 Life assurance fund 20 672 33 478 Long-term portion of borrowings 2 990 232 3 546 908 Post-retirement obligations 460 803 477 286 Long-term portion of provisions 218 972 218 152 Long-term portion of operating lease 209 439 183 657 liabilities Current liabilities 20 031 237 23 402 826 Trade and other payables 14 570 716 17 200 173 Short-term portion of provisions 297 080 290 397 Vendors for acquisition 15 629 6 127 Taxation 262 080 511 427 Short-term portion of banking 591 200 356 130 liabilities Short-term portion of borrowings 4 294 532 5 038 572 Total equity and liabilities 38 484 384 41 861 385 Number of shares in issue (net of 304 995 300 575 treasury shares) (`000) Net tangible asset value per share 3 098 2 803 (cents) Net asset value per share (cents) 4 567 4 481 Consolidated statement of changes in equity for the year ended June 30 R`000 2009 2008 Capital and reserves attributable to shareholders of the Company Issued share capital 15 249 15 029 - balance at the beginning of the year 15 029 15 143 - in terms of the share incentive 56 54 scheme - capitalisation issue 166 - - net movement in treasury shares (2) (168) Share premium arising on shares issued (2 251 264) (1 456 154) - balance at the beginning of the year (1 456 154) (182 657) - in terms of the share incentive 51 060 47 918 scheme - cash issue - - - capitalisation issue (166) - - refund of share premium to (839 525) (761 148) shareholders - net movement in treasury shares (6 371) (560 267) - share issue costs (108) - Foreign currency translation reserve 691 746 1 968 975 - balance at the beginning of the year 1 968 975 1 158 151 - realised on disposal of subsidiary - 25 - arising during the year (1 277 229) 810 799 Statutory reserves 13 033 13 049 - balance at the beginning of the year 13 049 16 691 - transfer to retained income (16) (3 642) Equity settled share based payment 253 936 220 559 reserve - balance at the beginning of the year 220 559 165 664 - arising during the year 33 377 54 895 Movement in retained earnings 15 206 432 12 706 171 - balance at the beginning of the year 12 706 171 9 453 517 - profit attributable to shareholders 2 802 386 3 252 884 - dividends paid (304 569) - - change in fair value of available-for- 2 428 (3 872) sale equity securities - transfer from statutory reserves 16 3 642 13 929 132 13 467 629 Segmental analysis for the year ended June 30 Percentage R`000 2009 2008 change REVENUE Bidfreight 18 647 915 21 992 703 (15,2) Bidserv 7 267 867 6 424 538 13,1 Bidvest Europe 36 984 511 33 683 788 9,8 Bidvest Asia Pacific 17 067 597 14 467 388 18,0 Bidfood 4 952 905 4 418 919 12,1 Caterplus and Speciality 3 237 101 2 925 383 10,7 Bidfood Ingredients 1 715 804 1 493 536 14,9 Bid Industrial and 9 290 941 9 403 025 (1,2) Commercial Products Bidpaper Plus 1 933 415 1 937 393 (0,2) Bid Auto 16 464 297 18 467 468 (10,8) Bidvest Namibia 1 616 381 1 377 328 17,4 Corporate 727 033 993 501 (26,8) Ontime Automotive 703 855 973 259 (27,7) Investment and other 23 178 20 242 14,5 income 114 952 862 113 166 051 1,6 Intergroup eliminations (2 525 031) (2 688 500) 112 427 831 110 477 551 1,8 TRADING PROFIT Bidfreight 768 052 690 813 11,2 Bidserv 933 882 838 659 11,4 Bidvest Europe 769 997 879 844 (12,5) Bidvest Asia Pacific 602 533 551 403 9,3 Bidfood 384 254 358 792 7,1 Caterplus and Speciality 232 151 214 290 8,3 Bidfood Ingredients 152 103 144 502 5,3 Bid Industrial and 592 702 790 140 (25,0) Commercial Products Bidpaper Plus 222 846 220 192 1,2 Bid Auto 502 926 742 994 (32,3) Bidvest Namibia 294 341 164 002 79,5 Corporate 65 036 98 027 (33,7) Bidprop 144 602 98 650 46,6 Ontime Automotive (49 816) (21 591) - Investment, other income (29 750) 20 968 - and corporate costs 5 136 569 5 334 866 (3,7) Comment Respectable trading results were delivered for the year ended June 30'2009 in extremely tough economic conditions. Headline earnings per share declined by 12,9% to 930,0 cents per share and basic earnings per share declined by 13,4% to 929,6 cents per share. The decline in headline earnings is in part due to the expensing of R118,3 million in closure and reorganisation costs in certain operations within motor retail, the UK foodservice and Ontime Automotive businesses as well as the impact of higher interest rates in the first half of the year. Decisive action was taken to put the Group in a stronger position at a time of uncertainty and worldwide economic recession. Difficult times provide opportunities and Bidvest is alert to the potential this offers. Trading profit reflects resilient contributions from Bidfreight, Bidserv, Bidvest Asia Pacific and the South African food businesses. Bidvest Namibia performed exceptionally well. Areas of under-performance were principally in 3663 and Ontime Automotive in the UK, Bid Industrial and Commercial Products and Bid Auto. Despite slightly lower trading profits, cash generated by operations remained strong at R6,8 billion, an increase of 10,9%. 3663`s performance declined markedly as the severity of the recession in the UK impacted consumer confidence and compounded weaker trading, necessitating the closure and reorganisation of certain operations. The rand traded at an average of R14,47 (2008: R14,64) against sterling, marginally impacting translation of our foreign earnings. Bid Industrial and Commercial Products was impacted by volatile metal prices and ensuing inventory impairments and weak consumer demand in the furniture sector. Bid Auto`s poor trading performance can largely be attributed to the high interest rate environment, a sharp decrease in consumer spending and consumers` inability to obtain vehicle finance. Working capital management improved across the Group, and remains an area of critical focus in an environment of heightened debtor delinquencies. In view of the current economic climate, capital and operational expenditure was strictly controlled in all operations. Tightening controls to improve returns on funds employed remains management`s number one priority. Financial overview Revenue grew 1,8% to R112,4 billion (2008: R110,5 billion). Growth was constrained by the slowdown in the low-margin operations of Bid Auto and Bidfreight`s Safcor Panalpina, yet many other operations reflected market- share gains. The trading margin was slightly down at 4,6% (2008: 4,8%), reflecting the drop in performances at 3663, Ontime Automotive, Bid Industrial and Commercial Products and Bid Auto. Our balance sheet remains strong and is appropriately capitalised. Key focus areas remain the delivery of adequate returns on recent infrastructure investments in the medium term and the aggressive management of costs and working capital. Net debt declined to R4,1 billion (2008: R5,6 billion) driven by the lower working capital demands and tighter asset management. Interest cover at 5,0 times reflects adequate borrowing capacity. Net debt to equity at 28,5% reflects a significant improvement on the prior year`s 40,3%. Net finance charges increased 10,5% to R1 029,2 million, reflecting higher average interest rates. Net interest paid declined significantly in the last quarter as the Group benefited from short-term funding exposure. Bidvest`s conservative attitude to debt remains appropriate in the current climate. Divisional review Bidfreight Bidfreight put in a strong performance. Trading profit increased 11,2% to R768,1 million (2008: R690,8 million). Revenue was R18,6 billion (2008: R22,0 billion). Energetic cost-cutting and efforts to broaden the customer-base enabled momentum to be maintained, despite significant volume pressures in the middle part of the financial year. The lower volumes of containerised cargo were generally offset by good volumes of basic commodities. Work has begun on a R150,0 million Cape Town containerised cargo facilities project and a R250,0 million expansion for Island View Storage at Richards Bay. Island View Storage performed extremely well as a result of increased capacity usage. Safcor Panalpina was impacted by lower import volumes compounded by the strengthening exchange rate and a lower interest rate environment. Higher volumes took South African Bulk Terminals comfortably ahead of profit projections. SACD was impacted by lower imports and exports. Marine had a good year while Bidfreight Port Operations showed resilience in the face of lower export business. Bulk Connections had a challenging year, but benefited from a good fourth quarter. Rennies Distribution Services had a difficult year. Two Cape Town facilities were closed while the Maydon Wharf and Super T facilities were consolidated. Manica did well under difficult economic conditions. Bidfreight expects bulk volumes to show some growth. However, containerised cargo, airfreight and local distribution volumes will remain weak. Bidserv Bidserv could not maintain first-half momentum, though full-year results were reasonably good in deteriorating conditions. Trading profit rose 11,4% to R933,9 million (2008: R838,7 million), with revenue up 13,1% to R7,3 billion. Businesses remained cash-generative following a major effort to improve efficiencies and optimise asset management. Prestige put in an excellent performance as cleaning contracts remain resilient in the downturn. TMS Industrial Services launched operations in Saudi Arabia as falling South African demand highlighted the need for broader reach. Loss of some institutional business, pressure on garment rental and low hotel occupancies impacted Laundry Services. However, a reasonable result was achieved. At Steiner nine divisional operations were consolidated into four and a new managing director appointed. Steiner is expected to return to normal levels of profitability in the year ahead. Industrial Products put in a good performance and Green Services, now comprising TopTurf, Execuflora, Pureau Fresh Water Company and Hotel Amenities Suppliers, achieved acceptable growth. The full-year effect of the "super licence" award drove growth at Bidair, though results were below expectation. Certain airlines cut flight frequencies and price wars impacted margins. Bidrisk Solutions performed well and Magnum Security showed a significant improvement, growing market share. Product innovation at Global Payment Technologies contributed to an exceptional year.At Office Automation, Konica Minolta and Oce faced sustained pressure in the face of declining corporate spend and sharply fluctuating exchange rates. The fully automated Bidserv travel booking engine was rolled out by mymarket.com to strong take-up by Bidtravel`s corporate clients. Travel businesses were repositioned as travel management companies in a challenging year. Some retrenchments could not be avoided. Banking Services excelled, driven by product innovation and expansion of the national footprint ahead of the 2010 World Cup. Corrective action to right-size certain businesses will benefit Bidserv in the year ahead. However, the leisure and hospitality sectors remain weak. The anticipated increase in activity related to 2010 World Cup will benefit the division. Bidvest Europe Performance was mixed. Trading profit fell 12,5% to R770,0 million (2008: R879,9 million) while revenue moved 9,8% higher to R37,0 billion (2008: R33,7 billion). Economic conditions in the UK seem to have stabilised. However, none of the Euro-zone economies has clarity on the immediate economic path. Cash flows were maintained through stringent expense and working capital management and prompt action to rightsize businesses. The Netherlands, Belgium and UAE businesses produced good revenue and trading profit growth. 3663 in the UK recorded increased revenues. However, trading profits were significantly down. At 3663, efficiency was key and six wholesale division depots were closed. Wholesale revenue was flat as institutional growth offset the decline in the independent sector. Excellent cost control was achieved. Logistics was impacted by warehousing and distribution operational difficulties and volume declines, resulting in a trading loss for the year. Several projects to improve efficiencies have been implemented. Roll-out of the Genesis IT system was delayed. At Deli XL Netherlands a strong first-half performance culminated in a record Christmas season, but results fell away as recession took hold. Targeted acquisitions continued. Growth in catering volumes were negated by the major decline in hospitality volumes. The institutional market remains under pressure in terms of both revenue and margins. Deli XL Belgium put in a strong performance despite the impacts of the recession. Continuing demand from core customers was beneficial, as was limited hospitality sector exposure. Horeca Trade compensated for falling volumes in the core Dubai market through range extension. Further gains were made in Abu Dhabi and the business expanded into Saudi Arabia. Benelux businesses have been strengthened in anticipation of challenging conditions in 2010 while sales and earnings growth is expected in the core UK market. Bidvest Asia Pacific Bidvest Asia Pacific did remarkably well in challenging conditions. Revenue rose 18,0% to R17,1 billion (2008: R14,5 billion) while trading profit increased 9,3% to R602,5 million (2008: R551,4 million). Cash flows remained robust, costs were well controlled and inventories well managed, though a major correction to commodity prices significantly impacted Singapore`s trading result. Australian and New Zealand businesses continued to benefit from the growth in online ordering. Australia performed strongly, growing profitability by 18,3% in local currency despite consumer down-trading. Cash flows benefited from tight working capital management. Foodservice increased trading profit despite increasingly challenging conditions, achieving record margins primarily through expense control. QSR benefited from contract gains as well as volume increases from customers. In New Zealand, rebranding as Bidvest proved highly successful. All New Zealand divisions performed well in ongoing recessionary conditions and remain strongly cash generative, with operating profit increasing by 17,0%. Development of a South Island distribution hub in Christchurch proceeded as planned. Angliss Hong Kong and China equalled last year`s trading profits in adverse market conditions. On the Chinese mainland we now have operations in Beijing, Shanghai, Guangzhou and Shenzhen. Operations have begun in Macau, albeit slowly. Angliss Singapore had a poor trading result - a 90,0% decline in profitability on the back of inventory write-downs arising out of weak frozen poultry prices, volatile exchange rates, and a greenfields entry into the Malaysian market with the opening of a business in Kuala Lumpur. Early action enabled sales volumes to be maintained and the business rebounded strongly in the fourth quarter. Operations in all geographies have been strengthened to ensure future growth in revenue, margin enhancement and operational efficiencies. Bidfood Caterplus and Speciality achieved pleasing results. Trading profit rose 8,3% to R232,2 million (2008: R214,3 million) while revenue moved 10,7% higher to R3,2 billion (2008: R2,9 billion). Caterplus operations remained cash-generative thanks to continued focus on working capital management and efficiency improvements. In the Eastern Cape, two operations were merged into one while in the Western Cape three units were merged into two. Volumes fell as the economy contracted and restaurant failures mounted. Credit management and responsible trading became key. Hotel occupancies remained under pressure. For industrial caterers, the return of the lunchbox impacted foot-traffic and spend per head. Caterplus widened the range of house brands and increased the average value per drop by growing the basket into each customer. This enabled Caterplus to grow market share and maintain operating margin despite shrinking gross margin by delivering efficiencies through the distribution channel. Speciality`s revenue increased by 8,9% to R547,8 million while trading profit dropped 13,2% to R30,0 million. Inventory control and margin management were complicated by price volatility arising from foreign exchange and commodity price movements. Upper LSM groups - Speciality`s core customers - traded down as they were affected by the credit crunch. Margin erosion was substantial as price sensitivity rose. Relationships with international brand principals were strengthened as Speciality`s provided leading edge data mining capabilities. Efforts were stepped up to ensure high on-shelf visibility and optimum in- store space. Expansion by servicing the convenience store market is being pursued. Bidfood Ingredients was affected by higher debt provisions, but returned a satisfactory trading profit of R152,1 million (2008: R144,5 million), an increase of 5,3% despite customer de-stocking in a slowing economy. The strengthening of the rand and deflation experienced in certain product lines had an adverse impact on profitability, particularly during the last quarter. Revenue was up 14,9% at R1,7 billion (2008: R1,5 billion) and cash flows remained strong. A new division, Bidfood Solutions, was created to exploit opportunities in the general foods sector. NCP had to contend with abnormal input price increases and margin pressure as a result of the molasses shortage. Momentum following the turnaround in the bakery ingredients business was maintained. Product innovation also supported growth by Chipkins` Bakery Supplies. Crown National strengthened its technical and innovations resource base, the results of which will continue to be seen in the new financial year. Growth prospects are encouraging. Bid Industrial and Commercial Products The division had a difficult year. Revenue eased 1,2% to R9,3 billion (2008: R9,4 billion). Trading profitfell 25,0% to R592,7 million (2008: R790,1 million). Businesses focused on improving working capital management, which resulted in a significant improvement in cash-generation. Capital and operational expenditure was strictly controlled. Demand was depressed in both the business-to-business and business-to-consumer environments. Lower inflation and massive metals price deflation necessitated de-stocking. Voltex was impacted by falling metal prices and fluctuating exchange rates. Write-downs on copper-related products ensued. Pressure on the mining and construction sectors was also negative for the business. Notwithstanding low consumer spending and tight expense management by customers, Waltons delivered solid results. Kolok did well to maintain first- half momentum, growing significantly. CN Business Furniture was severely affected by falling demand and Dauphin was impacted by a sluggish project market. Seating implemented short-time working. Afcom`s packaging closures business put in a satisfactory performance despite deflation, which impacted margins. A manufacturing sector in survival mode impacted Buffalo Executape. Production efficiencies bolstered performance at Vulcan Catering Supplies. Optiplan, a specialist in paper-based information management systems, was acquired and will form the core of a new Waltons filing division. The remaining 24,0% stake in Versalec, a Gauteng cable distributor, was purchased. Looking ahead, gradual improvements in trading conditions are expected. A rising copper price may create opportunities. New products for an era of higher electricity prices are in development. Bidpaper Plus The division put in a creditable performance in adverse conditions, with revenue flat at R1,9 billion (2008: R1,9 billion). Actual volumes were static while trading profit was marginally higher at R222,8 million (2008: R220,2 million). Expenses were well managed and businesses remained strongly cash- generative. Customer de-stocking set in during the third quarter and resultant reduced demand in certain sectors became a major challenge. Steeply rising input costs during the second and third quarters placed pressure on margins in a competitive environment. Export efforts were stepped upin the realm of African election support. Despite these successes, falling manufacturing output in South Africa, reduced spending by retailers and shrinking marketing budgets impacted the division. A number of small structural changes were made during the year. Management will continue to match capacity to market demands. In the coming year, the 2010 World Cup effect will be positive for several businesses. The division is well placed to optimise any upturn. Bid Auto Bid Auto had to contend with extremely tough trading conditions in the motor industry which resulted in a decline in trading profit of 32,3% to R502,9 million (2008: R743,0 million) while revenue declined from R18,5 billion to R16,5 billion. Positive cash flow, though lower, was assured by rigorous working capital management and early action to reduce asset levels in line with lower sales. Returns were affected by restructure costs following the reduction in the number of motor retail outlets from 140 to 120. Inventory levels declined by R400,0 million. The new vehicle market faced growing pressure. A swing to used vehicles occurred and the McCarthy business optimised its position as South Africa`s leading national used-vehicle brand, resulting in record sales. Service business and parts sales increased. Successful integration of the Viamax acquisition was confirmed as McCarthy Fleet Solutions emerged as top profit-contributor. The McCarthy Insurance equity portfolio was negatively impacted by the corrections to the JSE. Lower vehicle sales and increased bad debt write-offs impacted McCarthy Finance. A materials handling division was added to the heavy equipment business. Vehicle import and distribution losses prompted a strategic review. A joint venture was formed with Imperial Group to handle the import and distribution of the Chery and Foton marques. Bid Auto will be restructured into a more focused and decentralised automotive business with its ancillary services including Insurance, a leasing and financing arm and an import and distribution business. These changes will cater for succession as well as position the constituent segments for further expansion. Acquisition opportunities will be aggressively pursued. Bidvest Namibia The division put in a strong performance ahead of its planned listing, with revenue growth of 17,4% to R1,6 billion (2008: R1,4 billion). Trading profit rose to R294,3 million (2008: R164,0 million). Excellent horse mackerel catches helped trading profit to record levels at Namfish. The pilchard canning factory reopened in April. Investment into the Angolan inshore fishing trade will not yield returns for another year. At Bidcom, some teams doubled trading profit. Positives included demand for freight and logistic solutions, growth in ship and rig repairs and demand from mining industry. Infrastructure projects and an increase of Angolan customers all widened Bidcom`s footprint. Corporate Corporate continued to explore sports opportunities. A procurement contract with MATCH Hospitality and MATCH Services made Bidvest the preferred supplier to the biggest World Cup service provider. Bidvest Wits helped drive increasing brand awareness. The Group bought 50,0% of a sports marketing company now repositioned as Bidsport. Challenging conditions confirmed the quality of Bidvest`s property portfolio. A R100,0 million joint venture development was completed in Cape Town. At Ontime Automotive in the UK, the loss-making volume vehicle distribution business was closed, as was Technical Services. Specialist Transport Operations and Prestige Vehicle Distribution were consolidated while Ontime Rescue and Recovery and Ontime Parking Solutions were merged. The associate investment in Enviroserv Holdings Limited was sold with effect from November 3'2008 for a pretax profit of R391,8 million. The value of the Group`s listed equity accounted investments were impaired by a pre-tax R200,0 million in terms of IFRS listed market value requirements. Prospects The challenging economic conditions created by the fallout from the global financial crisis appear to be abating. However, the speed of recovery remains uncertain. The Group`s decentralised business model has proven resilient at a time when others appear to be faltering. Our divisions continue to optimise opportunities across various geographies and industries while remaining focused on the basic deliverables. Our balance sheet remains strong, our gearing remains conservative and we have the capacity to seek out further strategic acquisition opportunities. The benefits of improved cash flow generation and a lower interest rate environment are expected to lower finance charges going forward. Our focus remains on delivering the basics that have built up the Group over many years. In the medium term, the goal is to increase incremental returns from recent investments. The current environment is an opportunity to strengthen our skills base as human capital seeks strength and stability in a volatile market. The recent Confederations Cup has demonstrated the potential that South Africa can derive from an event like the 2010 World Cup. Our plans are gaining momentum. Bidvest continues to position itself to take advantage of such opportunities, many of which have already been contracted. The UK economy appears to have stabilised, though Benelux is expected to continue to slow. The tough decisions taken by the UK businesses were necessary and we are optimistic the rationalisation programme undertaken will yield improved results. We are confident our Australian and New Zealand businesses will entrench their leading market positions and are well placed for further expansion through market-share gains, growth in revenue, margin enhancement and improved operational efficiencies. Our established bases in Hong Kong and Singapore continue to evolve and remain the springboard to growth in other geographies in the region. Both new and used vehicle sales should benefit from higher levels of business and consumer confidence, as well as the lower interest rate environment. We remain committed to sustained value creation through superior trading performance and returns improvement, while maintaining a prudent capital structure with appropriate leverage. Acquisition of the Nowaco Group On August 3'2009, Bidvest announced that it had entered into an agreement, in terms of which it will acquire the Nowaco Group subject to the receipt of European Union competition clearance. The Nowaco Group comprises Nowaco, which focuses on the Czech Republic and Slovakia and Farutex which serves the Polish market. The Nowaco Group is the leading delivered wholesaler to the foodservice and independent retail markets in Central and Eastern Europe. The acquisition of the Nowaco Group will complement the existing international foodservice business of Bidvest in the UK and Europe, Middle East, Australia, New Zealand and Asia. Central and Eastern Europe represents a strategic market with growth opportunities. Bidvest will purchase the Nowaco group for an enterprise value consideration of Euro250,0 million, cash and debt free. The acquisition will be funded with an equal mix of debt and equity. To date, a significant portion of the equity has already been raised by placing Bidvest shares in the market. Completion is expected early in October 2009. Appreciation The directors and management of Bidvest wish to thank all staff for their focused efforts and loyalty over these challenging times. For and on behalf of the board MC Ramaphosa B Joffe Chairman Chief executive Distribution out of share premium Notice is hereby given that a final cash distribution out of share premium of 190,0 (2008: 275,0) cents per share, in lieu of a dividend, has been awarded to members recorded in the register of the Company at the close of business on Friday, November 27'2009. The salient dates applicable to the cash distribution are as follows: Last day to trade cum distribution: Friday, 20 November 2009 First day to trade ex distribution: Monday, 23 November 2009 Record date: Friday, 27 November 2009 Payment date: Monday, 30 November 2009 Share certificates may not be rematerialised or dematerialised during the period Monday, November 23'2009 to Friday, November 27'2009, both days inclusive. In terms of the requirements of the Companies Act, the directors confirm that after the payment of the distribution, the Company will be able to pay its debts as they become due in the ordinary course of business and its consolidated assets, fairly valued, will exceed its consolidated liabilities. The decline in the distribution is a result of lower earnings, increased distribution cover and the pending Nowaco acquisition. For and on behalf of the board CA Brighten Company secretary Johannesburg August 29'2009 Directors Chairman: MC Ramaphosa Independent non-executive: DDB Band, LG Boyle*, S Koseff, NP Mageza, D Masson, JL Pamensky, NG Payne, Adv FDP Tlakula Non-executive: AA Da Costa (alternate LJ Mokoena), MBN Dube, RM Kunene, T Slabbert Executive: B Joffe (Chief executive), FJ Barnes*, BL Berson**, MC Berzack, DE Cleasby, AW Dawe, LI Jacobs, P Nyman, SG Pretorius, LP Ralphs, AC Salomon (*British'**Australian) Company secretary CA Brighten Transfer secretaries Link Market Services South Africa (Pty) Limited, 11 Diagonal Street, Johannesburg 2001, South Africa. PO Box 4844, Johannesburg 2000, South Africa. Registered office Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose, Johannesburg 2196, South Africa. PO Box 87274, Houghton, Johannesburg 2041, South Africa. Basis of preparation of financial statements' The financial statements have been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards (IFRS) and the presentation and disclosure requirements of IAS 34 - Interim Reporting. The accounting policies are consistent with those of the prior year. Capital commitments R`000 2009 2008 Contracted for 745 704 477 928 Not contracted for 252 231 445 853 997 935 923 781 Audit report The auditors, Deloitte & Touche, have issued their opinion on the Group`s financial statements for the year ended June 30'2009. The audit was conducted in accordance with International Standards on Auditing. They have issued an unmodified audit opinion. A copy of their audit report is available for inspection at the Company`s registered office. These summarised financial statements have been derived from the Group financial statements and are consistent in all material respects, with the Group financial statements.Analyst presentationThe presentation to investors will be available on the Bidvest website from 10:00 on Monday, August 31'2009. Further information regarding our financial results can be found on the Bidvest website: www.bidvest.com 31 August 2009 Sponsor: Investec Bank Limited Date: 31/08/2009 07:05:02 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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