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Restatement of Per Share Earnings Disclosures
Alaris Holdings Limited
(formerly Poynting Holdings Limited)
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: ALH
ISIN: ZAE000201554
(“Alaris” or “the Company”)
RESTATEMENT OF PER SHARE EARNINGS DISCLOSURES
Shareholders are advised that during the preparation for the 2015 audit it came to our attention that
the earnings per share calculations (basic earnings per share, diluted earnings per share, headline
earnings per share and diluted headline earnings per share) were incorrectly reported on for the
unaudited six month period to 31 December 2014 and the audited full year to 30 June 2014.
The total profits, cash generated by the business and the total amount of shares legally in issue were
correctly reported and management believes that given the distortions in the financial statements
following the Aucom transaction, these remain the most appropriate indicators to consider when
evaluating business performance. The reason for the restatement primarily relates to the accounting
complexities arising from the Aucom transaction, specifically the way the contingent consideration
shares subject to recall and the earnings attributable thereto are treated in the respective per share
calculations.
As detailed in the circular to shareholders dated 31 January 2014, Alaris acquired Aucom for a
purchase price of R49.5 million, which purchase price was settled by the issue of 66 million Alaris
Shares (at the share price of 75 cents per share), of which 49.5 million shares are subject to a three
year cumulative profit warranty of R38 million. The 66 million shares were issued to the vendors on
the effective date of which 49.5 million shares were subject to ‘recall’ and were held in trust pending
the release to the vendors as they meet their profit guarantees. The 49.5 million shares were also
accounted for as a contingent consideration liability despite the fact that these shares were legally
issued. IFRS requires the 49.5 million shares subject to recall, together with the related earnings
attributable thereto, to be disregarded from the respective basic and headline earnings per share
calculations. In respect of the diluted earnings per share calculations, IFRS requires the number of
shares to be issued to be based on the position at the reporting date, rather than taking into account
the expectations about the future.
The impact is reflected in the tables below.
31 December 2014 30 June 2014
As As
previously previously
Restated reported Variance Restated reported Variance
Total operations
Basic earnings per share (cents) 15.94 22.27 (28%) (72.61) (101.59) 29%
Diluted earnings per share (cents) 2.25 1.27 78% (86.83) (85.94) (1%)
Headline earnings per share (cents) 14.56 20.34 (28%) (8.21) (11.48) 29%
Diluted headline earnings per share (cents) 0.79 0.05 1481% (2.39) (2.38) (1%)
Continuing operations
Basic earnings per share (cents) 18.27 25.53 (28%) (64.70) (90.51) 29%
Diluted earnings per share (cents) 4.73 3.33 42% (76.46) (75.67) (1%)
Headline earnings per share (cents) 18.27 25.53 (28%) (0.29) (0.41) 29%
Diluted headline earnings per share (cents) 4.73 3.33 42% 7.98 7.89 (1%)
Previously Alaris also reported ‘adjusted headline earnings from continuing operations per share’
where, in addition to the headline earnings adjustment for goodwill impairment relating to Aucom, the
Aucom contingent share consideration fair value adjustment was disregarded. Alaris has decided to
discontinue the use of adjusted headline earnings from continuing operations. The group will, going
forward, disclose the ‘normalised earnings from continuing operations’ and the total number of shares
legally in issue to further assist shareholders in understanding the underlying group performance.
For further information, the following tables provide the numerators and denominators that are used in
the per shares calculations above:
Number of shares- restated (millions) 31-Dec-14 30-Jun-14
Total shares legally in issue, as per share register 176.6 176.6
Total shares legally in issue, net of treasuries 174.0 174.1
Weighted average number of shares in issue 124.5 105.6
Diluted weighted average number of shares 164.2 112.6
Total operations - R’000 31-Dec-14 30-Jun-14
Profit after tax 27 745 (107 158)
Less (earnings)/loss attributable to shares subject to recall (7 889) 30 469
Basic earnings 19 856 (76 689)
Add back earnings/(loss) attributable to shares subject to recall 7 889 (30 469)
Less fair value adjustment on Aucom contingent consideration shares (25 245) 9 405
Add back interest cost on PSG Private Equity Preference Shares 1 203 12
Diluted earnings 3 702 (97 741)
Profit after tax 27 745 (107 158)
Profit on disposal of discontinued operations (2 395) -
Profit on disposal of plant and equipment (9) -
Impairment of goodwill - 95 046
Headline earnings (incl. portion attributable to shares subject to recall) 25 341 (12 112)
Less (earnings)/loss attributable to shares subject to recall (7 205) 3 444
Headline earnings 18 135 (8 668)
Add back earnings/(loss) attributable to shares subject to recall 7 205 (3 444)
Less fair value adjustment on Aucom contingent consideration shares (25 245) 9 405
Add back interest cost on PSG Private Equity Preference Shares 1 203 12
Diluted Headline earnings 1 298 (2 695)
Continued operations - R’000 31-Dec-14 30-Jun-14
Profit after tax 31 812 (95 478)
Less (earnings)/loss attributable to shares subject to recall (9 045) 27 148
Basic earnings 22 767 (68 330)
Add back earnings/(loss) attributable to shares subject to recall 9 045 (27 148)
Less fair value adjustment on Aucom contingent consideration shares (25 245) 9 405
Add back interest cost on PSG Private Equity Preference Shares 1 203 12
Diluted earnings 7 770 (86 061)
Profit after tax 31 812 (95 478)
Profit on disposal of discontinued operations - -
Profit on disposal of plant and equipment (9) -
Impairment of goodwill - 95 046
Headline earnings (incl. portion attributable to shares subject to recall) 31 803 (432)
Less (earnings)/loss attributable to shares subject to recall (9 043) 123
Headline earnings 22 760 (309)
Add back earnings/(loss) attributable to shares subject to recall 9 043 (123)
Less fair value adjustment on Aucom contingent consideration shares (25 245) 9 405
Add back interest cost on PSG Private Equity Preference Shares 1 203 12
Diluted Headline earnings 7 760 8 985
The restated figures relating to unaudited six month period to 31 December 2014 and the audited full
year to 30 June 2014 have not been reviewed or reported on by Alaris’ auditors.
8 July 2015
Johannesburg
Designated Adviser
Merchantec Capital
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