To view the PDF file, sign up for a MySharenet subscription.

KAAP AGRI LIMITED - Summarised Consolidated Financial Statements For The Year Ended 30 September 2017 And Dividend Declaration

Release Date: 29/11/2017 10:00
Code(s): KAL     PDF:  
Wrap Text
Summarised Consolidated Financial Statements For The Year Ended 30 September 2017 And Dividend Declaration

Kaap Agri Limited
Incorporated in the Republic of South Africa
Registration number: 2011/113185/06
Income tax number: 9312717177
Share code: KAL
ISIN code: ZAE000244711

Summarised consolidated financial statements for the year ended 30 September 2017

Salient features

- Value of transactions up 12,3% to R8,6 billion
- Final dividend per share up 21,5% by 82,6 cents
- Recurring headline earnings per share up 17,9% by 351,9 cents
- Total dividend per share up 18,5% by 112,0 cents

Commentary

Financial review

The Kaap Agri Group summary report provides an overview of the activities, results and financial position of the Group for
the year ended 30 September 2017.

The Group specialises in trading in agricultural, fuel and related retail markets in Southern Africa. With its strategic
footprint, infrastructure, facilities and client network, it follows a differentiated market approach. In support of the
core retail business, the Group also offers financial, grain handling and agency services. Kaap Agri has over 190 operating
points located in seven of the nine South African provinces as well as in Namibia.

Operating environment

The agricultural environment remains heavily impacted by climatic conditions in the various areas in which we operate as
well as foreign exchange volatility. Whilst the general retail sector in South Africa has struggled with subdued consumer
spending, Kaap Agri's ongoing diversification strategy has resulted in strong retail and fuel growth across a number of
categories and has contributed substantially to the overall strong trading results.

Financial results

Kaap Agri increased the value of business transacted by 12,3% to approximately R8,6 billion, up from R7,6 billion in the
previous financial year, with comparable stores growing turnover by 9,4%. The growth in the value of business transacted
was driven mainly by a 15,9% increase in the number of transactions. Product inflation is estimated at 3,9%. The strong
revenue growth is testament to Kaap Agri's ongoing diversification and resilience. Retail sales growth continues to
outperform agricultural sales growth, albeit off a far lower base, and the retail income channel now accounts for similar
trading profits as the agriculture income channel. During the period, nine new fuel sites were opened, with total fuel volumes
increasing by 10,9% in the year. The Paarl Agrimark was successfully extended and upgraded to reflect our new urban-format
retail offering. A number of other Agrimark and Pakmark offerings were upgraded or expanded. This continuing investment
into the business bodes well for sustained revenue growth going forward.

Gross profit has increased by 18,5%, ahead of revenue growth and a firm indicator of the change in sales mix. Improved
retail margins are expected to be partially offset by the higher growth in lower-margin fuel sales going forward.

Expenditure increased by 17,7%, below gross profit growth, with significant investment into improving the human capital
pillar and the supply chain capabilities of our business. Although the increase in operating expenses was higher than in
past years, costs were well controlled and certain costs have been invested ahead of the curve to support the growth
initiatives underpinning our strategic medium-term plan.

Effective 1 August 2017, 50% of the shareholding in Kaap Agri (Namibia) was sold to a Namibian retail group with its head
office in Windhoek. The combined strength and offering of these two businesses is expected to deliver an improved
performance from the Namibian operation, which until now has struggled due to economic and operational challenges.

Interest received grew by 16,4%, as a result of increased credit sales and a higher average debtors book. Interest paid
increased by 41,6% due to higher average borrowings during the year in support of growth.

The Group's effective tax rate of 27,5% is in line with expectation (2016: 27,6%).

Recurring headline earnings per share of 351,91 cents have grown by 17,9% on last year, resulting in a compound annual
growth rate of 18,9% over the five years ended 30 September 2017. Once-off items, predominantly costs associated with the
JSE listing, are excluded from headline earnings to calculate recurring headline earnings. Return on revenue has grown to
3,9% from 3,7% last year.

Operating results

Income from the Trading division, which includes the Agrimark retail branches, Pakmark packaging material distribution
centres, mechanisation services, spare parts and irrigation operations, increased by 6,3%, with operating profit before tax
increasing by 14,1%. The impact of equity accounting Kaap Agri (Namibia) negatively impacted income growth by 2,4%. The
impact of the increased higher-margin retail contribution is evident.

Significant growth was realised in the Fuel and convenience division with income growing 34,2% and operating profit before
tax increasing by 37,4%. Continued strong growth in this division is expected.

Wesgraan, which includes grain handling and storage of grain and related products, seed processing and potato seed
marketing, grew income by 27,1% and increased operating profit before tax by 68,7%, as a result of increased wheat volumes.

The Corporate division includes the cost of support services as well as other costs not allocated to specific segments and
represents 1,7% of turnover, slightly up on the previous year.

Treasury income, which represents the net internal interest received less interest paid, decreased by 1,7%.

Financial position

Capital expenditure of R201,6 million was incurred during the year. Of this, R158,6 million was directed to capacity
expansion while a further R43,0 million was spent on replacement assets. An additional R90,7 million was spent on the
acquisition of business operations.

Working capital has been well controlled. Debtors have grown in relation to the increase in credit sales and stock levels
have been more effectively, managed, assisted by a higher retail sales contribution and the increased participation of our
centralised distribution centre. Creditors payment terms have remained relatively constant during the year. Return on net
assets has increased to 10,4% from 9,8% last year.

Net interest-bearing borrowings reduced by 14,5% to R730,7 million, largely due to the impact of timing of cash flows at
year-end. Average borrowings increased by R41,7 million year on year off the back of investments into expansions, upgrades
and acquisitions as well as working capital. The Group's debt to equity ratio decreased to 46,1% (2016: 60,8%), with net
debt to EBITDA of 1,7 times (2016: 2,3 times) and interest cover of 7,1 times (2016: 8,1 times). Gearing is within
appropriate levels, with sufficient facilities available to enable medium-term growth as well as access to adequate
additional financing facilities if required. Return on equity improved to 16,6% (2016: 15,8%).

The Group continues to generate strong cash flows from operations (R482,8 million) and significant investment has been
made back into  the business to support growth, in terms of increased capital expenditure and acquisitions.

Dividend

A gross final dividend of 82,60 cents per share (2016: 68,00 cents) has been approved and declared by the Board from
income reserves, which represents a 21,5% increase on the previous year. The final dividend amount, net of South African
dividends tax of 20%, is 66,08 cents for those shareholders who are not exempt from dividends tax. The total dividend for
the year of 112,00 cents per share (2016: 94,50 cents) increased by 18,5% over the prior year and has grown at a compound
annual growth rate of 26,2% over five years. The total dividend per share represents a dividend cover of 3,0 times 
(2016:3,0 times).

The salient dates for this distribution are:

Declaration date                                                                        Wednesday, 29 November 2017
Last day to trade cum dividend                                                            Tuesday, 13 February 2018
Trading ex dividend commences                                                           Wednesday, 14 February 2018
Record date to qualify for dividend                                                        Friday, 16 February 2018
Payment date                                                                               Monday, 19 February 2018
 
Share certificates may not be dematerialised or rematerialised between Wednesday, 14 February 2018 and 
Friday, 16 February 2018, both days inclusive.

Outlook

Economic conditions in South Africa have been difficult over the past year and general retail performance in the country
has been constrained. Agricultural conditions have shown improvement in specifically the northern areas of the country, but
remain under pressure in the Western Cape with the Swartland grain producers expecting a decreased yield on last year.
Dam levels in certain areas are at below-average levels, which may impact fruit producers negatively. Retail fuel growth
remains an aggressive part of the expansion strategy.

Although the year ahead will be a challenging one, we believe our growth strategies are firmly on track to deliver
superior returns in line with our strategic medium-term plans. We will continue to invest into our people and to engage
proactively with customers. We will maintain and, in certain circumstances, accelerate investment into revenue-generating
capital expenditure, and the focus on improved retail and fuel offerings will positively impact results.

Kaap Agri is well positioned to take advantage of its extensive footprint and diverse service offerings to maintain its
strong organic growth and to focus on new business opportunities.

Events after the reporting date

As announced on SENS on 10 November 2017, subsidiaries of Kaap Agri acquired certain retail fuel operations and accompanying 
retail fuel-related properties in Gauteng and Limpopo in line with the Group's growth strategy for its TFC brand. Subject to
the fulfilment of the conditions precedent as detailed in the announcement, it is anticipated that the acquisition will be 
implemented on or before 28 February 2018.

There have been no other events that may have a material effect on the Group that occurred after the end of the reporting
period and up to the date of approval of the summary consolidated financial results by the Board.

Appreciation

The Board of directors records its appreciation for the continued support and loyalty of the Group's employees, shareholders,
customers and suppliers.

On behalf of the Board

GM STEYN                                                                                                    S WALSH
Chairman                                                                                    Chief Executive Officer
29 November 2017


Statement of financial position
at 30 September

                                                                                      Notes       2017         2016
                                                                                                 R'000        R'000

ASSETS
Non-current assets
Property, plant and equipment                                                             5    926 998      753 593
Intangible assets                                                                         6     99 482       48 094
Investment in joint venture                                                               8     15 357            -
Loans                                                                                           13 533            -
Deferred taxation                                                                                  823        6 008
                                                                                             1 056 193      807 695

Current assets
Inventory                                                                                      774 244      829 210
Trade and other receivables                                                               9  1 496 333    1 441 831
Derivative financial instruments                                                                   348       10 335
Short-term portion of loans                                                                     23 925       26 821
Cash and cash equivalents                                                                       35 088       16 983
                                                                                             2 329 938    2 325 180

Total assets                                                                                 3 386 131    3 132 875

EQUITY AND LIABILITIES
Capital and reserves                                                                         1 582 634    1 405 677

Non-current liabilities
Deferred taxation                                                                               16 815        5 858
Employee benefit obligations                                                                    17 621       24 003
                                                                                                34 436       29 861

Current liabilities
Trade and other payables                                                                 10    987 819      805 329
Derivative financial instruments                                                                   348       10 335
Short-term portion of employee benefit obligations                                              13 478        7 569
Short-term borrowings                                                                          764 892      871 058
Income tax                                                                                       2 524        3 046
                                                                                             1 769 061    1 697 337

Total liabilities                                                                            1 803 497    1 727 198

Total equity and liabilities                                                                 3 386 131    3 132 875

Total shareholders' equity to total assets employed* (%)                                          45,8         45,7
Net interest-bearing debt to total assets employed* (%)                                           24,3         25,8
Net asset value per share (rand)                                                                 22,46        19,95
Shares issued (number - '000)                                                                   70 462       70 462
Total number of ordinary shares in issue**                                                      74 170       74 170
Treasury shares                                                                                 (3 708)      (3 708)

*  Ratios calculated on average balances.
** There was no change in the issued share capital between 30 September 2017 and the dividend declaration date, being 
   74 170 277 shares.


Income statement
for the year ended 30 September

                                                                                                  2017         2016
                                                                                                 R'000        R'000

Revenue                                                                                      6 415 697    5 652 843
Cost of sales                                                                               (5 323 055)  (4 730 958)
Gross profit                                                                                 1 092 642      921 885
Operating expenses                                                                            (805 595)    (680 677)
Operating profit before interest received                                                      287 047      241 208
Interest received                                                                              112 780       96 898
Operating profit                                                                               399 827      338 106
Finance costs                                                                                  (67 001)     (47 308)
Share in profit of joint venture                                                                   201            -
Profit before tax                                                                              333 027      290 798
Income tax                                                                                     (91 610)     (80 376)
Profit for the period attributable to equity holders of the holding company                    241 417      210 422
Earnings per share - basic (cents)                                                              342,62       298,63
Earnings per share - diluted (cents)                                                            339,76       298,63
Dividend per share (cents)                                                                      112,00        94,50


Headline earnings reconciliation
for the year ended 30 September

                                                                                                  2017         2016
                                                                                                 R'000        R'000

Profit for the period                                                                          241 417      210 422
Net profit on disposal of assets                                                                  (137)        (118)
Gross                                                                                             (190)        (164)
Tax effect                                                                                          53           46
Net loss on disposal of share in subsidiary and impairment of joint venture                      2 211            -
Loss on disposal of share in subsidiary                                                          1 088            -
Fair value adjustment on loss of control                                                         1 123            -
Tax effect                                                                                           -            -

Headline earnings attributable to equity holders of the holding company                        243 491      210 304
Non-recurring expenses*                                                                          4 470            -
Recurring headline earnings attributable to equity holders of the holding company              247 961      210 304
Headline earnings per share - basic (cents)                                                     345,56       298,46
Headline earnings per share - diluted (cents)                                                   342,67       298,46
Recurring headline earnings per share (cents)                                                   351,91       298,46
Weighted average number of shares (number - '000)                                               70 462       70 462
Weighted average number of diluted shares (number - '000)                                       71 056       70 462

* Non-recurring expenses consist predominantly of once-off costs associated with the JSE listing.


Statement of comprehensive income
for the year ended 30 September

                                                                                                  2017         2016
                                                                                                 R'000        R'000

Profit for the period                                                                          241 417      210 422
Other comprehensive income:
Cash flow hedges                                                                                   384         (427)
Gross                                                                                              533         (593)
Tax                                                                                               (149)         166

Total comprehensive income for the period attributable to equity holders 
of the holding company                                                                         241 801      209 995


Statement of changes in equity
for the year ended 30 September

                                                                                                  2017         2016
                                                                                                 R'000        R'000

Share capital                                                                                  456 643      456 643
Gross shares issued                                                                            480 347      480 347
Treasury shares                                                                                (23 704)     (23 704)
Other reserves                                                                                   3 893         (277)
Opening balance                                                                                   (277)         150
Share-based payments                                                                             3 786            -
Other comprehensive income                                                                         384         (427)
Retained profit                                                                              1 122 098      949 311
Opening balance                                                                                949 311      798 429
Profit for the period                                                                          241 417      210 422
Dividends paid                                                                                 (68 630)     (59 540)

Capital and reserves                                                                         1 582 634    1 405 677

Statement of cash flows
for the year ended 30 September

                                                                                                  2017         2016
                                                                                                 R'000        R'000

Cash flow from operating activities                                                            482 766      100 462
Net cash profit from operating activities                                                      473 489      384 616
Working capital changes                                                                        103 788     (204 504)
Income tax paid                                                                                (94 511)     (79 650)
Cash flow from investment activities                                                          (272 985)    (213 746)
Purchase of property, plant and equipment                                                     (201 616)    (177 260)
Proceeds on disposal of property, plant and equipment                                              775        1 193
Decrease in loans                                                                               18 555            -
Acquisition of operations                                                                      (90 699)     (37 679)
Cash flow from financing activities                                                           (191 676)     106 765
Increase/(decrease) in short-term loans                                                        (56 045)     201 078
Decrease in loans                                                                                    -       12 535
Interest paid                                                                                  (67 001)     (47 308)
Dividends paid                                                                                 (68 630)     (59 540)

Net increase/(decrease) in cash and cash equivalents                                            18 105       (6 519)
Cash and cash equivalents at the beginning of the year                                          16 983       23 502
Cash and cash equivalents at the end of the year                                                35 088       16 983

Notes to the summarised consolidated financial statements
for the year ended 30 September

1. Basis of presentation and accounting policies

The summarised Group financial statements for the year ended 30 September 2017 have been prepared in accordance with the
requirements of the JSE Limited Listings Requirements (JSE) for preliminary reports, and the requirements of the Companies
Act of South Africa, Act 71 of 2008, as amended, applicable to summary financial statements. The Listings Requirements of 
the JSE require preliminary reports to be prepared in accordance with the framework concepts and the measurement and
recognition requirements of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by
the Accounting Practices Committee and the Financial Pronouncements as issued by the Financial Reporting Standards Council
and also, as a minimum, to contain the information required by IAS 34 Interim Financial Reporting. 

The summarised Group financial statements are an extract from the audited information, but this summary report has not been 
audited. The Group annual financial statements for the year, which have been audited by PricewaterhouseCoopers Inc., and their
unmodified audit report thereon, are available for inspection at the company's registered
office. The Group's auditors have not reviewed, nor reported on any comments relating to prospects.

The directors take full responsibility for the preparation of the preliminary report and that the financial information has
been correctly extracted from the underlying financial records.

The summarised Group financial statements for the year ended 30 September 2017 were prepared by GC Victor CA(SA), the
Group's Financial Manager under supervision of GW Sim CA(SA), the Group's Financial Director.

2. Accounting policies

The accounting policies applied in the preparation of the Group financial statements, from which the summarised Group
financial statements were derived, are in terms of IFRS and are consistent with those accounting policies applied in the
preparation of the previous Group annual financial statements.

3. Critical accounting estimates and assumptions      

In preparing these summarised Group financial statements, the significant judgements made by management in applying the
Group's accounting policies of estimation uncertainty were the same as those that applied to the Group annual financial
statements for the year ended 30 September 2017. The estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Provision for impairment of trade receivables
In estimating the provision for impairment of trade receivables, management makes certain estimates and judgements
relating to the estimated recovery rate of debtors who are deemed to be impaired. This includes an assessment of current
and expected future payment profiles and customer-specific risk factors such as economic circumstances, geographical
location and the value of security held.

4. Fair value estimation

Financial instruments measured at fair value are disclosed by level of the following fair value hierarchy:
- Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 - Inputs (other than quoted prices included within level 1) that are observable for the asset or liability, 
            either directly (as prices) or indirectly (derived from prices); and
- Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The only financial instruments that are carried at fair value are derivative financial instruments held for hedging. The
fair value is based on quoted market prices at the reporting date. The quoted market price used for financial assets held
by the Group is the current bid price (Level 2).

Level 2 hedging derivatives comprise forward purchase and sale contracts and options. The effects of discounting are
generally insignificant for Level 2 derivatives.

The fair value of the following financial instruments approximates their carrying amount at the reporting date:
- Trade and other receivables
- Trade and other payables
- Short-term borrowings
- Loans
                                                                                                  2017         2016
                                                                                                 R'000        R'000

5. Property, plant and equipment

Reconciliation of movements in carrying value:
Carrying value beginning of period                                                             753 593      607 756
Additions                                                                                      201 616      177 260
 Land and buildings                                                                             32 521       49 782
 Machinery and equipment                                                                        23 015       19 573
 Vehicles                                                                                        3 651          914
 Office furniture and equipment                                                                 13 000       15 434
 Leasehold properties                                                                              816          727
 Assets under construction                                                                     128 613       90 830
Additions through business combinations                                                         43 067          138
Sale of share in subsidiary                                                                    (35 393)           -
Disposals                                                                                         (584)      (1 029)
Depreciation                                                                                   (35 301)     (30 532)
Carrying value end of period                                                                   926 998      753 593
Land and buildings                                                                             651 842      519 939
Grain silos                                                                                     16 782       18 408
Machinery and equipment                                                                         90 362       74 545
Vehicles                                                                                         7 308        6 257
Office furniture and equipment                                                                  54 083       52 522
Leasehold properties                                                                            14 708       18 533
Assets under construction                                                                       91 913       63 389

6. Intangible assets

Reconciliation of movements in carrying value:
Carrying value beginning of period                                                              48 094       14 061
Additions through business combinations                                                         53 217       35 862
Amortisation                                                                                    (1 829)      (1 829)
Carrying value end of period                                                                    99 482       48 094
Goodwill                                                                                        97 951       44 734
Customer relations                                                                               1 531        3 360


To assess for impairment of goodwill, a valuation in use calculation was done per CGU. 
Income and expenses were increased at the expected inflation rate and a discount rate 
of 11% to 15% was used depending on the CGU's specific risk profile. No impairment was
recognised, with no indicators that the calculation is sensitive to reasonable change 
in assumptions.
                                                                                                  2017         2016
                                                                                                 R'000        R'000

7. Capital commitments

Contracted                                                                                      74 250      117 083
Not yet contracted                                                                              64 676       43 100
                                                                                               138 926      160 183

These commitments have been approved by the Board of directors. 
The commitments will be financed by own and borrowed funds.

8. Investment in joint venture

Kaap Agri (Namibia) (Pty) Ltd
Carrying value at date of acquisition                                                           16 279            -
Fair value adjustment on loss of control                                                        (1 123)           -
Share in total comprehensive income                                                                201            -
                                                                                                15 357            -

On 1 August 2017, a 50% share in the subsidiary Kaap Agri (Namibia) (Pty) Ltd was 
sold. All income and expenses are consolidated up to 31 July 2017. From 1 August 2017,
the equity method of accounting is applied.

9. Trade and other receivables

Trade debtors                                                                                1 438 292    1 402 204
Provision for impairment                                                                       (45 313)     (37 448)
                                                                                             1 392 979    1 364 756
VAT                                                                                             41 755       55 475
Pupkewitz Holdings                                                                              16 550            -
Other debtors                                                                                   45 049       21 600
                                                                                             1 496 333    1 441 831

10. Trade and other payables

Trade creditors                                                                                871 343      711 306
Employee accruals                                                                               50 179       39 227
Other creditors                                                                                 66 297       54 796
                                                                                               987 819      805 329

11. Information about operating segments

Management has determined the operating segments based on the reports reviewed by the Executive committee that are used
to make strategic decisions. The Executive committee considers the business from a divisional perspective. The performance
of the following divisions is separately considered: Trade, Fuel and convenience (TFC), Wesgraan as well as Irrigation
manufacturing.  The performance of the operating segments is assessed based on a measure of revenue and net profit before
taxation.

Trade provides a complete range of production inputs, mechanisation equipment and services, and other goods to agricultural 
producers as well as the general public. Fuel and convenience (TFC) provides a full retail fuel offering to a diverse range
of customers, including convenience store and quick-service restaurant outlets. Wesgraan provides a complete range of 
marketing and hedging options as well as handling grain products between producer and buyer. Irrigation manufacturing 
manufactures dripper pipe and other irrigation equipment and distributes franchise and other irrigation parts.

Segment revenue and results
                                                                       Segment revenue             Segment results
                                                                      2017         2016           2017         2016
                                                                     R'000        R'000          R'000        R'000

Trade                                                            4 134 625    3 887 991        221 662      194 189
Fuel and convenience (TFC)                                       1 385 271    1 031 865         63 782       46 426
Wesgraan                                                           710 239      558 610         51 922       30 785
Irrigation manufacturing                                           180 976      169 405         25 248       18 163
Total for reportable segments                                    6 411 111    5 647 871        362 614      289 563

Corporate                                                            4 586        4 972       (109 851)     (80 170)
Treasury                                                                 -            -         80 063       81 405
Share in profit of joint venture                                         -            -            201            -
Total external revenue                                           6 415 697    5 652 843

Profit before tax                                                                              333 027      290 798
Income tax                                                                                     (91 610)     (80 376)
Profit after tax                                                                               241 417      210 422

Segment assets and liabilities
                                                                        Segment assets          Segment liabilities
                                                                      2017         2016           2017         2016
                                                                     R'000        R'000          R'000        R'000

Trade                                                            1 231 029    1 180 500        816 221      675 939
Fuel and convenience (TFC)                                         340 921      215 713         24 420       15 969
Wesgraan                                                            68 980       63 312         25 704        2 080
Irrigation manufacturing                                            64 016       71 000         29 822       27 653
Total for reportable segments                                    1 704 946    1 530 525        896 167      721 641

Corporate                                                          272 026      231 586        125 623      128 641
Trade debtors                                                    1 392 979    1 364 756              -            -
Investment in joint venture                                         15 357            -              -            -
Short-term borrowings                                                    -            -        764 892      871 058
Deferred taxation                                                      823        6 008         16 815        5 858
                                                                 3 386 131    3 132 875      1 803 497    1 727 198


12.  Equity settled management share incentive scheme
                                                                         2017                          2016
                                                                Average                        Average
                                                         exercise price       Number    exercise price       Number
                                                       per share option   of options  per share option   of options

Granted during the year                                           23,88    1 242 605                 -            -

The impact in profit and loss is R3 785 734 (2016: RNil)
Share options outstanding at the end of the year have the following expiry dates and exercise prices:

                                                        Exercise         Fair value    Share options  Share options
Grant date                                Vesting date     price      at grant date             2017           2016

1 October 2016                          1 October 2018     23,88               8,66          310 651              -
1 October 2016                          1 October 2019     23,88               9,53          310 651              -
1 October 2016                          1 October 2020     23,88              10,21          310 651              -
1 October 2016                          1 October 2021     23,88              10,75          310 651              -

Fair value of options granted
In terms of IFRS 2, the grant date for the calculation of the fair value of the new equity-settled management incentive
scheme is 30 November 2016. The date on which the above-mentioned existing options were granted during the year, as
reflected in  the scheme rules, has been corrected to 1 October 2016. This did not result in any changes to the exercise
price, number of options or entitlement date.

The fair value of the grant is determined using the Black-Scholes-Merton model using six different inputs that would have
an effect on the fair value of the grant. The inputs are the exercise price of the option, the share price at grant date,
the expected life of the option, the expected volatility, the expected dividend yield and the risk-free interest rate.
Volatility is based on comparable listed entities.

                                                                                                  2017         2016

Model inputs:
Exercise price (rand)                                                                            23,88            -
Share price at grant date (rand)                                                                 30,00            -
Expected life of option (years)                                                                 2 to 5            -
Expected volatility (%)                                                                           29,8            -
Expected dividend yield (%)                                                                       3,62            -
Risk-free interest rate (%)                                                               7,33 to 7,58            -

The Group has implemented a new equity-settled management share incentive scheme (the scheme). The purpose of the
scheme is to provide employees with the opportunity to acquire shares in the company through the grant of rights, in order
to promote and enable the retention and attraction of exceptional talent and to align the interests of the management of
the company and Group companies more closely with the shareholders of the company. In terms of the scheme, grants are
allocated to participants taking into account each participant's annual cost to company (CTC), a factor of CTC based on
the nature and level of their position and the share price. The number of shares that a participant will become eligible
for at vesting date will be calculated at the time of vesting based on the growth in the share price between the date of
grant and the entitlement date, less employee tax. A participant's entitlement to settlement in terms of the rights
granted shall be in equal 25% annual tranches from the first day of the second financial year commencing after date of
grant onwards. The number of shares that may be utilised for the purposes of the scheme shall not exceed 3 700 000 shares,
with no single individual being entitled to more than 1 235 000 shares.

13. Business combinations

In line with the Group's growth strategy to acquire businesses in the fuel sector, certain retail fuel operations and
accompanying retail fuel properties were acquired. Goodwill on acquisition was paid on these businesses as the price is
competitive in the context of other retail fuel operations and the business combination presents synergies within the
Group and have further earnings potential.

A purchase price allocation, as required by IFRS 3 Business Combinations, was performed and no material intangible assets
were identified, other than fuel site operating licences. This is recognised with the property that it relates to as one
asset, as these assets have similar useful lives.

The Group does not disclose revenue and profit of the combined entities as if the acquisitions occurred at the beginning
of the reporting period, because the Group does not have access to the relevant information before the Group obtained
control over the businesses.

The Group acquired the following assets through business combinations:
Mirage Motors service station on 1 October 2016
Garden Route service station on 1 March 2017
Modderrivier OK and service station on 1 April 2017
Kempena Motors New Holland workshop and parts outlet on 1 August 2017
Sasol Motherwell service station on 1 August 2017
Sasol Stanford Road service station on 1 August 2017
Sasol Figtree service station on 1 August 2017
The assets and liabilities at the date of acquisition can be summarised as follows:

                                                                                    Sasol        Sasol    
                                              Garden   Mirage  Modder-  Kempena   Mother-     Stanford        Sasol
                                      Total    Route   Motors   rivier   Motors      well         Road      Figtree   
                                          R        R        R        R        R         R            R            R

Carrying value
Assets
Property, plant and equipment        53 185   10 175    2 738    6 930      100     9 410       11 117       12 715
Inventory                             6 239      161    1 289    2 496      745       484          641          423
                                     59 424   10 336    4 027    9 426      845     9 894       11 758       13 138

Fair value
Assets
Property, plant and equipment        43 067    4 529    4 841   11 975      100     8 490        8 618        4 514
Inventory                             6 239      161    1 289    2 496      745       484          641          423
Deferred taxation                   (11 824)  (1 260)  (1 353)  (3 179)       -    (2 377)      (2 411)      (1 244)
Goodwill                             53 217    7 906    4 574    5 435    2 250     8 797       11 211       13 044
Purchase consideration paid in cash  90 699   11 336    9 351   16 727    3 095    15 394       18 059       16 737

The acquired businesses contributed as follows since acquisition to the Group's results:

                                                                                    Sasol        Sasol     
                                              Garden   Mirage  Modder-  Kempena   Mother-     Stanford        Sasol
                                      Total    Route   Motors  rivier    Motors      well         Road      Figtree 
                                          R        R        R       R         R         R            R            R

Revenue                              91 669    1 761   35 332  31 925     1 478     7 887        7 377        5 909
Net profit/(loss)                     2 361     (349)    (744)  2 030        89       700          386          249
 

Corporate information

Directors
GM Steyn (Chairman)*#
S Walsh (Managing Director)
GW Sim (Financial Director)
BS du Toit*#
D du Toit*# (Appointed 1 March 2017)
JH le Roux*
EA Messina*# (Appointed 1 March 2017)
WC Michaels*# (Appointed 1 August 2017)
CA Otto*#
HM Smit*#
JH van Niekerk*#
S Totaram (Resigned 30 January 2017)
SJ Liebenberg (Resigned 1 March 2017)
NC Loubser (Resigned 1 March 2017)
HS Louw (Resigned 1 March 2017)
* Non-executive
# Independent

Transfer secretaries
Computershare Investor Services (Pty) Ltd
Registration number: 2004/003647/07
Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196
PO Box 61051, Marshalltown, 2107
Fax number: 086 636 7200

Company Secretary
RH Kostens

Registered address
65 Voortrekker Road, Malmesbury, 7300
PO Box 22, Malmesbury, 7299
Telephone number: 022 482 8000
Fax number: 022 482 8008
Web address: www.kaapagri.co.za

Auditors
PricewaterhouseCoopers Inc.

Sponsor
PSG Capital (Pty) Ltd
Registration number: 2006/015817/07
1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600
PO Box 7403, Stellenbosch, 7599 
and
2nd Floor, 11 Alice Lane, Sandhurst, Sandton, 2196
PO Box 987, Parklands, 2121

www.kaapagri.co.za


Date: 29/11/2017 10:00:00 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. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.