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CLIENTELE LIMITED - Condensed Financial Results and dividend announcement for the year ended 30 June 2025

Release Date: 08/09/2025 09:16
Code(s): CLI     PDF:  
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Condensed Financial Results and dividend announcement for the year ended 30 June 2025

Clientèle Limited
Registration number: 2007/023806/06
Share code: CLI
ISIN: ZAE000117438
("Clientèle" or "the Group")


CONDENSED FINANCIAL RESULTS AND DIVIDEND ANNOUNCEMENT FOR THE YEAR ENDED 30
JUNE 2025

Recurring Embedded Value Earnings of R1,269.3 million
Embedded value per share of 2,021.97 cents
Recurring Return on Embedded Value of 16.8%
Value of New Business of R330.1 million
Dividend declared of 132 cents per share

INTRODUCTION

Over the past financial year, South Africa's macroeconomic environment has
again been characterised by low economic growth, fiscal challenges, labour
issues, water supply constraints, political uncertainty both locally and
globally, and more recently the imposition of US tariffs. These factors were
tempered by the continuation of the Government of National Unity ("GNU")
despite ongoing challenges, and a modest sense of optimism fuelled by a
reduction in load shedding, declining inflation and the improved stock market
performance, particularly in the last quarter.

Despite the optimism, it will take time to see an improvement in the high
unemployment rate and for positive change to reflect in the lives of our
target market. Currently, our market continues to experience difficult
economic circumstances, negatively affecting affordability and financial
resilience. As a result, the Group continues to experience high levels of
withdrawals, suspension of debit order mandates, and disputes. As a
consequence, the Group has strengthened the withdrawal assumptions
underpinning the reported results.

Internally, the Group's acquisition of 1Life (RF)Insurance Limited ("1Life")
was approved by the Regulatory Authorities effective 12 July 2024 and the
acquisition of Emerald Life (Proprietary) Limited ("Emerald") was approved by
the Regulatory Authorities effective 24 June 2025.

1Life successfully moved and transitioned operations to the Clientèle Campus
during the first half of the financial year. As with any merger, it is
expected to take some time to fully integrate the people, systems, and
processes to ensure optimal value is realised from this transaction,
nonetheless the move went well, and initial signs are positive. The
acquisition has also resulted in some complex technical accounting
treatments. The commercial terms of the acquisition were based on the
Embedded Value ("EV") of 1Life relative to that of Clientèle and the purchase
consideration was settled by the issue of Clientèle shares. The accounting
standards however require that the transaction be measured at the "fair
value" of the purchase consideration. This resulted in a bargain purchase
gain of R403.1 million, the calculation of which is fully set out in note 1
of the Condensed Financial Statements.

The Emerald transaction was funded through a combination of free cash and the
issuance of preference shares by Clientèle Life, the proceeds of which were
used to advance a loan to Clientèle Limited in order to acquire Emerald. The
acquisition has resulted in the recognition of goodwill of R104.9 million
reflecting the anticipated synergies and future economic benefits expected
from the integration of Emerald into our operations. We intend to leverage
this acquisition to drive long-term value creation and will continue to
provide updates on the integration process and its impact on our financial
performance and EV.

The Group remains in a sound solvency and liquidity position and continues to
generate strong positive cash flows.


OPERATING RESULTS

Group Statement of Comprehensive Income

For the financial year ended 30 June 2025, the headline earnings attributable
to equity holders increased by 100% to R659.9 million (2024: R329.9 million).
This performance includes the first-time reported earnings of 1Life of R132.5
million (before Group adjustments) as well as positive earnings contributions
from Clientèle Life, Clientèle General and CBC Rewards. The impact of Emerald
on the Group's operating results was insignificant at the year-end. The key
elements of the Group's performance are:
- An increase of 167% in the total insurance service result;
- A decrease in total net investment result of 33%;
- An increase of 95% in the net insurance finance income;
- An increase of 31% in operating expenses; and
- An increase in taxation of 11%.

These elements are explained in the sections that follow.

The total insurance service result

                                      R'000
 2024 Clientèle                     171,550
 Clientèle result                    98,819
 Addition of 1Life                   42,207
 Group CSM on 1Life acquisition     145,902
 2025 Total Group                   458,478

 The total insurance service result increased by 167% to R458.3 million
 (2024: R171.6 million) impacted by:
- The positive Clientèle result which is as a result of a small decrease in
  the insurance revenue coupled with a decrease in attributable insurance
  expenses arising from a reduced impact of onerous contracts in the current
  year;
- The consolidation of 1Life which had a positive impact driven by strong
  production performance and a reduction in mortality assumptions, offset by
  an increase in withdrawal assumptions to align to recent experience; and,
- The Group consolidation which recognises the impact on the Group Contractual
  Service Margin ("CSM") of the 1Life business, recognised at the date of
  acquisition.


The total net investment result

                        R'000
2024 Clientèle         254,866
Clientèle result       (82,388)
Addition of 1Life       (2,299)
2025 Total Group       170,179
The total net investment result of R170.2 million is 33% below the prior year
(2024: R254.9 million) impacted by:

- The decrease in Clientèle's net investment result which is due to:
- a decrease in the Investments arising from net maturities;
- an increase in the liability for IPF tax on the Single Premium business
  as a result of the corresponding increase in the deferred tax asset
  relating to the IPF; offset by,
- higher net returns on both the recurring Premium Savings business and
  the shareholder portfolio; and,
- Finance costs from 1Life which reduced the investment result.


The total net insurance finance income / (expense)

                                          R'000
2024 Clientèle                           207,339
Clientèle result                          62,418
Addition of 1Life                        160,419
Group charge on 1Life acquisition        (26,289)
2025 Total Group                         403,887

The total net insurance finance income is 95% higher than the prior year at
R404 million (2024: R207.3 million) mainly due to:
- The positive Clientèle result which arises from a reduction in the long term
  inflation assumptions, as well as the increase in the interest accreted on
  insurance contracts;
- The consolidation of 1Life where the impact is primarily the interest
  accreted on insurance contracts; and offset by,
- The Group consolidation charge which recognises the change in assumptions,
  recognised at the date of acquisition of 1Life.


Revenue from contracts with customers

                        R'000
2024 Clientèle          380,438
Clientèle result        (13,863)
Addition of 1Life       26,513
2025 Total Group        393,088

Revenue from contracts with customers increased by 3% to R393.1 million
(2024: R380.4 million). This is largely driven by:

- The negative Clientèle result which arises from the investment products
  maturing during the prior year partly offset by new investment products
  written in the current year, as well as the decrease in the business fee
  income in IFA. This was partly offset by an increase in revenue earned
  from the growing stand-alone Rewards business; and,

- The 1Life revenue from contracts with customers which arises from the
  deferred income earned on Single Premium Investment business.

Operating expenses

                                            R'000
2024 Clientèle                           (420,696)
Clientèle result                           (5,742)
Addition of 1Life                        (111,323)
Amortisation of 1Life Intangibles         (13,406)
2025 Total Group                         (551,167)



 The Group's operating expenses increased by 31% to R551.2 million (2024:
 R420.7 million) driven by the net impact of:

- Once off costs as part of the integration of 1Life into the Group as well
  as the acquisition of Emerald and cost increases within the Clientèle
  Rewards business on the back of strong revenue growth, offset by cost
  savings across the balance of Clientèle;
- The addition of 1Life operating costs; and
- Amortisation of intangibles arising from the acquisition of 1Life.

Taxation

The taxation charge for the financial year increased by 11.3% to R240.6
million (2024: R216.1 million) primarily due to the inclusion of 1Life's
charge in the current year of R77.9 million (including its IAS12 impact) and
within Clientèle, a credit of R18.0 million arising from the recognition of a
higher deferred tax asset. Due to the volume of co-branded Single Premium
business written, the likelihood of the utilisation of the existing assessed
loss was reassessed and a further deferred tax asset was raised increasing
this to R125.1 million (2024: R107.1 million). There is a corresponding
charge in the change in investment contract liabilities within the net
investment result, resulting in a small increase in net profit for the year.

Total comprehensive income ("TCI")

 The TCI includes:
- The bargain purchase gain of R403.1 million arising from the acquisition of
  1Life;
- The positive impact of the revaluation of the owner-occupied properties of
  the Group of R39.2 million net of tax (2024: R7.7 million net of tax)
  primarily as a consequence of the renovations and extensions carried out
  during the year;
- The addition of other comprehensive income ('OCI') which is the movement
  in the insurance finance reserve of R505.5 million net of tax (2024:
  R150.8 million net of tax) as a result of the change in the closing
  balances of the insurance liabilities and assets arising from the change
  in the yield curve, used to discount all cashflows. The Group has opted to
  disaggregate the other comprehensive income from net profits, as allowed
  for by the International Financial Reporting Standard on Insurance
  Contracts ("IFRS 17"), as this amount is expected to be volatile; and,
- The small impact of eliminating the non-controlling interest in Direct
   Rewards.
                            R'000
2024 Clientèle            492,410
Clientèle result          331,029
Addition of 1Life         280,872
Bargain purchase gain     403,152
Group consolidation        96,713
2025 Total Group        1,604,176


The total comprehensive income increased by 226% to R1,604.2 million (2024:
R492.4 million) driven by:

- The increase in Clientèle's comprehensive income for the reasons
  outlined above;

- The first consolidation of 1Life in the Group's results;
- The bargain purchase gain, as described above; and,
- The Group consolidation impacts that arise from adjustments made at the
  date of acquisition of 1Life, as described above.

The above has resulted in the earnings per share of 235.07 cents being more
than 100% higher than prior year (2024: 98.39 cents). The headline earnings
per share of 147.08 cents is 49% higher than the comparative year (2024:
98.39 cents).

The Board has declared a dividend per ordinary share of 132 cents, an
increase of 5.6% over the prior year's dividend per ordinary share of 125
cents


The Group EV and Value of New Business ("VNB")

The Group EV as at 30 June 2025 increased to R9.16 billion (2024: R6.05
billion). The increase is driven by the consolidation of the 1Life
acquisition (in exchange for an issue of shares) and the Emerald Life
acquisition in the results which increased the EV by circa R2.1 billion and
R127.9 million respectively at the date of acquisition. This was reduced by a
dividend of R566.4 million which was paid in October 2024. The various other
movements which grew the EV to R9.16 billion are detailed in the Group
Embedded Value Results section of the condensed financial statements.

Recurring Embedded Value Earnings ("REVE") of R1.27 billion were earned for
the year (2024: R654.6 million), an increase of 93.9% which includes the
consolidation of 1Life and Emerald. REVE is calculated as EV earnings with
the impact of economic assumption changes and other once-off items (mainly
pertaining to once-off project expenses) removed. This translates into a
Recurring Return on Embedded Value ("Recurring ROEV") of 16.8% p.a. (2024:
12.0% p.a.).

The VNB for the year of R330.1 million increased by 49.8% year-on-year (2024:
R220.3 million) and includes 1Life's VNB of R101 million and Emerald's VNB of
R1.4 million (the latter pertains to new business for 6 days).

SEGMENT RESULTS

With 1Life moving to the Clientèle Campus, new lease agreements between Group
companies and the Clientèle property companies were required. This resulted
in once-off gains reported by Clientèle Life and Clientèle General and a
corresponding once-off loss in the property companies arising from the write-
off of the leased assets. There is no impact at Group level.

Clientèle Life Insurance

Clientèle Life remains the major contributor to the Group's performance. The
continued focus on cost savings, initial realisation of economies of scale
from the 1Life integration and a decrease in the tax charge offset the impact
of higher-than-expected withdrawals (and the consequent change in withdrawal
assumptions for traditional business). There is also a once-off gain of R90
million arising from the derecognition of leased assets (as outlined above).
This resulted in a 69.1% increase in net profit for the year to R427.2
million (2024: R252.6 million).

Included in other comprehensive income is the movement in the Insurance
Finance Reserve of R340.0 million net of tax (2024: R150.8 million) as a
result of the changes in the closing balances of the insurance liabilities
and assets arising from the change in the yield curve used to discount all
cashflows.

All of the above has resulted in total comprehensive income increasing by
90.2% to R767.2 million (2024: R403.4 million).

Clientèle Life's total VNB for the year was R126.2 million (2024: R104.8
million), an increase of 20.4%. Clientèle Life earned REVE of R441.9 million
(2024: R411.1 million), an increase of 7.5%. The Recurring ROEV was 11.3%
p.a. (2024: 10.5% p.a.).

1Life Insurance

1Life's net profit for the year of R132.5 million is driven by the growth in
premium income as well as a reduction in gross claims.

1Life's total VNB for the year was R101.0 million. Using the EV at the date
of acquisition as the opening EV, the REVE for 1Life is R503.8 million
(including a number of once-off positive impacts as a consequence of the
merger). This translates into a Recurring ROEV of 26.8% p.a.

Emerald Life Insurance

Emerald was acquired for R605.2 million at the very end of the financial year
(24 June 2025). This transaction was funded by R570 million of preference
shares and R35.2 million of cash. The EV of the business as at 30 June 2025
is calculated as R735.2 million, meaning that Emerald added R129.3 million to
REVE, after allowing for the R700 000 of accrued dividends on the preference
share issued. Emerald's VNB was R1.4 million.

Clientèle General – Non-life Insurance

Clientèle General's net profit for the year reduced compared to the prior
year, before the once-off gain of R37 million arising from the derecognition
of the leased property. Allowing for this once-off gain, the net profit
increased by 31.0% to R138.3 million (2024: R105.6 million), Clientèle
General's VNB was R55.2 million (2024: R73.1 million) a decrease of 24.5%.
Clientèle General generated REVE of R142.7 million (2024: R203.5 million) a
decrease of 29.9%, mainly due to the impact of assumption changes on
withdrawals and lower new business volumes. The Recurring ROEV was 9.7% p.a.
(2024: 14.7% p.a.). The Clientèle General management team are focused on
improving all performance metrics.

CBC Rewards, Clientèle Mobile and Direct Rewards

CBC Rewards, Clientèle Mobile and Direct Rewards – the Group's non-insurance
entities – reported a combined net loss of R4.9 million (2024: net loss of
R19.4 million) for the year. The improvement in the net loss over the year is
as a result of the Rewards book stabilising following growth in prior years.

The segment produced VNB of R46.3 million (2024: R42.4 million), an increase
of 9%. The Segment recorded REVE of R45.1 million (2024: R53.7 million which
included a reversal of historical expense allocations) translating into a
Recurring ROEV of 44.8% p.a.

CBC Rewards is responsible for, amongst other things:
- Clientèle Royalty which was developed during the previous year and
  launched in February 2024;
- 1Lifestyle, akin to the Clientèle Royalty program, was launched in
  January 2025; and
- The highly successful stand-alone Rewards product.

OUTLOOK*
-   In this challenging environment, the Group remains focused on Treating
    its Clients Well ("TCW") and providing products and services that meet
    their needs. The Group will continue to improve the delivery of our
    products and services to the market conveniently and efficiently.
-   The integration of 1Life into the Group is tracking according to plan.
    Areas of efficiency and synergy have been identified, and every effort
    will be made to maintain and improve business efficiencies as well as
    capital and liquidity management.
-   The successful integration of Emerald will be a key focus area for the
    Group and presents a considerable opportunity for growth.
-   Investment of time and effort in the Clientèle App, Clientèle Rewards,
    Clientèle Royalty, 1Lifestyle (the new 1Life Loyalty program) and the
    Clientèle Mobile initiatives align with the Group's focus on "shared
    value."
-   With the ongoing challenges within the premium collections'
    environment, management have implemented initiatives to reduce the
    level of withdrawals.
-   Management is focused on efforts to differentiate products and
    services offered to the Group's customers. The Board remains optimistic
    that there are opportunities for growth and value creation, over time,
    in the Group's target market.
-   The Group is focused on delivering sustained performance through tough
    and uncertain economic conditions. A tight control environment will be
    maintained, whilst every effort will be made to maintain and improve
    business efficiencies and deliver value to our clients.

* Any forward-looking information in this announcement has not been reviewed
or reported on by the Group's auditors and is the responsibility of the
directors.

DIVIDEND DECLARED

Notice is hereby given that the Directors have declared a final gross
dividend of 132.00 cents (2024: 125.00 cents) per share on 8 September 2025
for the year ended 30 June 2025.

The Board of Clientèle Limited confirms that the Group will satisfy the
solvency and liquidity tests immediately after completion of the dividend
distribution.
The dividend will be subject to dividends tax. In accordance with the JSE
Listings Requirements, the following additional information is disclosed:
- The dividend has been declared out of income reserves;
- The local dividends tax rate is 20% (twenty percent) (2024: twenty
   percent);
- The gross local dividend amount is 132.00 cents (2024: 125.00 cents) per
  ordinary share for shareholders exempt from the dividends tax;
- The net local dividend amount is 105.60 cents (2024: 100.00 cents) per
  ordinary share for shareholders liable to pay the dividends tax; - The local dividends tax amount is 26.40 cents (2024: 25.00 cents) per
- ordinary share for shareholders liable to pay the dividend withholding tax;
- Clientèle Limited currently has 453,272,200 (2024: 335,333,619) ordinary
  shares in issue.
- Clientèle Limited's income tax reference number is 9465071166.

In compliance with the requirements of STRATE Limited, the electronic
settlement and custody system used by the JSE Limited, the following salient
dates for the payment of the dividend are applicable:
Declaration date                            Monday, 8 September 2025
Last day to trade                          Monday, 22 September 2025
Shares commence trading "ex" dividend     Tuesday, 23 September 2025
Record date                                Friday, 26 September 2025
Payment date                               Monday, 29 September 2025
Share certificates may not be dematerialised or rematerialised between
Tuesday, 23 September 2025 and Friday, 26 September 2025, both days
inclusive.

By order of the Board


GQ Routledge                               BW Reekie
Chairman                                   Managing Director
Johannesburg

08 September 2025

                            
                            Year ended                             30 June
                            30 June 2025                              2024
                                                
                                                Group         %
                                              including   change
                            Excluding          1Life              
                             1Life     1Life   and
                                               Emerald
                                                Life 
                                                 

Risk Discount Rate (%)     13.2%       13.9%                          14.3%
Net profit for the year                        1,059,348   217.3%   333,909
(R'000)
Headline earnings per
share for the year                             147.08       49.5%     98.39
(cents)
Earnings per share for
the year (cents)                               235.07      138.9%     98.39

Embedded Value at the end
of the year(R'000)                             9,164,809    51.6%  6,046,026

Embedded Value per share
(cents)                                         2.021.97    12.2%   1,802.99

Annualised Recurring
return on Embedded Value(%)                      16.8%                 12.0%

Value of New Business for
the year (R'000)                                330,148     49.8%    220,336

Recurring Embedded Value
Earnings for the year(R'000)                   1,269,313    93.9%    654,565

Dividend per share (cents)                      132          5.6%    125

                                               




SHORT-FORM ANNOUNCEMENT

This short-form announcement is the responsibility of the Directors and is
only a summary of the information in the full announcement and does not
contain the full or complete details. The full announcement can be found
through this link:
https://senspdf.jse.co.za/documents/2025/jse/isse/CLI/CLI2025.pdf.

The condensed consolidated results for the year ended 30 June 2025 have been
reviewed, in terms of International Standards on Review Engagements, (ISRE
2410), by Deloitte & Touche, who expressed an unmodified review conclusion.

These results are extracted from the reviewed results but the announcement
itself is not reviewed.

Any investment decisions should be based on consideration of the full
announcement accessible via the JSE link above and published on the Company's
website which can be found through this link: https://clientele.co.za/sens-
announcements/. Comprehensive commentary including regulatory requirements is
contained in the full announcement.


Sponsor: PricewaterhouseCoopers Corporate Finance Proprietary Limited

Registered office: Clientèle Office Park, Cnr Rivonia and Alon Roads,
Morningside, Johannesburg 2196, South Africa PO Box 1316, Rivonia 2128, South
Africa

Transfer secretaries: Computershare Investor Services Proprietary Limited,
First floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2106, South
Africa PO Box 61051, Marshalltown 2107, South Africa

Directors: GQ Routledge BA, LLB (Chairman); BW Reekie* BSc(Hons) (Managing
Director); GK Chadwick MBA MAg; H Louw* BCom(Hons); PG Nkadimeng BSc Statistics
and Economics; BA Stott CA(SA);
TJ Creamer Cert. Leadership for Senior Executives; AC Pillay* CA(SA), MCom; RDT
Zwane* BA,
M.Phil, MBA; RD Williams BBusSc(Hons), FASSA; HP Mayers BCom(Hons), FASSA; TE
Mashilwane CA(SA), RA, MBA; **MA Raisbeck BSc(Hons) Agricultural Economics,
CA(England and Wales).
* Executive Director
**Alternate
Company secretary: Fatima Roberts
Clientèle Limited is a licensed controlling company of the Clientèle
Insurance Group.

Date: 08-09-2025 09:16:00
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