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VOD - Vodacom Group Limited - Preliminary results for the year ended 31 March

Release Date: 17/05/2010 07:30
Code(s): VOD
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VOD - Vodacom Group Limited - Preliminary results for the year ended 31 March 2010 Vodacom Group Limited (Incorporated in the Republic of South Africa) Registration number: 1993/005461/06 (ISIN: ZAE000132577 Share Code: VOD) (`Vodacom`) PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2010 SALIENT FEATURES * Continued revenue growth despite challenging environment - 7.1% growth in Group service revenue to R52.0 billion - Group traffic growth of 11.3% supported by tariff reductions - RICA impacted negatively on South African customer numbers - Strong international customer growth - Pressure from economic climate and currency movements * Excellent progress in mobile broadband - 31.9% growth in Group data revenue to R4.5 billion - 42.3% growth in data customers in South Africa to 1.1 million - 7.6 million active data users across the Group * Margins expanded through cost containment steps - Group EBITDA margin expanded from 32.8% to 33.8% - 14.5% increase in EBITDA from South African business - R0.5 billion annual cost efficiency programme launched - Procurement collaboration with Vodafone yields savings * Strong growth in HEPS - HEPS increased 22.3% to 510 cents per share * Increased shareholder returns driven by robust free cash flow - 55.2% growth in operating free cash flow to R13.5 billion - Group capex of R6.6 billion, 11.3% of revenue - Strong financial position - net debt to EBITDA of 0.6 times - Final dividend of 175 cents per share Operating review The Group`s strong results were underpinned by growth in its core mobile and broadband businesses coupled with tight management of costs and capital expenditure. Although competitive, economic and regulatory challenges persisted, Group revenue rose 5.6% to R58 535 million, supported by a 31.9% increase in Group mobile data revenue. The Group EBITDA margin rose from 32.8% to 33.8% and EBITDA increased by 8.7% to R19 782 million as benefits were realised from the implementation of various cost efficiency projects coupled with procurement synergies through the Vodafone Group (`Vodafone`). Headline earnings per share (`HEPS`) increased 22.3% to 510 cents per share. Headline earnings growth was flattered by the inclusion of a broad-based black economic empowerment (`BBBEE`) charge of R1 315 million in the prior year. This was partially offset by R375 million in losses on the remeasurement of financial instruments and the R489 million reversal of a deferred tax asset largely recognised and reported on in the six months results to 30 September 2009. Excluding the impact of these items, adjusted headline earnings per share increased 12.3% to 568 cents per share. Cash generation remained strong, with operating free cash flow up 55.2% to R13 489 million. The Group invested R6 636 million in capital expenditure across its geographies. Vodacom declared a final dividend of 175 cents per share, supported by the strong cash performance and financial position of the Group. South Africa South Africa delivered a robust performance with service revenue up 7.5% to R44 166 million and EBITDA up 14.5% to R18 578 million, reflecting the increasing contribution of data revenue and success in containing operating costs. Data revenue increased 32.8% to R4 363 million due to increased penetration of mobile PC connectivity and mobile internet usage, with data connectivity customers increasing 42.3% to 1.1 million and overall active data users increasing 29.1% to 6.2 million. Customers declined 4.9% to 26.3 million as a result of a 1.9 million reduction in prepaid customers following the implementation of RICA. Contract customer growth remained strong, up 14.0% to 4.5 million. Gross connections have improved steadily from approximately 260 000 in August 2009 to approximately 724 000 in March 2010 and more than 11 million customers have been registered by year end. Customer registration together with focused loyalty programmes has resulted in a further reduction in churn from 40.1% to 38.4%. Prepaid ARPU remained flat at R70 largely as a result of improved customer mix offset by lower tariffs. Contract ARPU declined 5.7% due to the successful conversion of prepaid customers to lower end contract packages, and also reduced out of bundle spend. Focused price promotions reduced the average effective price per minute of mobile calls by 7.7% which in turn supported traffic growth of 9.4%. During the year under review Vodacom Business continued to build its presence in the enterprise market, signing contracts totalling more than R800 million with some of South Africa`s largest companies. In conjunction with Vodafone Global Enterprise, Vodacom Business also secured Deutsche Post DHL as a customer. Vodacom Business, which now has more than 200 enterprise customers, launched 15 new products during the year and offers a complete portfolio including outsourced network and ISP services, as well as managed hosting services. Vodacom continued to make substantial investments in the network, particularly to enhance quality and support the 58.4% growth in data traffic. Capital expenditure of R4 573 million was largely allocated to adding a further 462 3G base stations, increasing base station capability to 14.4 Mbps across the network, completing the metro fibre rings and upgrading the radio network. Peak mobile termination rates (`MTRs`) were reduced by an initial 28.8% from 1 March 2010 and the regulator is currently in the process of consultation on further rate cuts. Despite the negative net impact on Vodacom`s revenue from lower MTRs, the Group has responded to affordability concerns by reducing tariffs. To mitigate the impact of lower MTRs, Vodacom has implemented various cost efficiency programmes which have contributed partly to the expansion of EBITDA margin from 34.0% to 36.8% in this year. International The international operations continued to record strong customer growth of 13.7% to 13.6 million. After adjusting for the change in the DRC disconnection policy from 215 to 90 inactive days, international customer growth was 23.8%. This policy change resulted in approximately one million disconnections in the DRC. Tanzania customer growth of 28.3% was fuelled by new pricing plans and Mozambique and Lesotho posted strong customer growth of 42.5% and 30.9% respectively. Despite the increase in customers, revenue growth in the international mobile operations declined 21.6% to R5 659 million. Excluding the impact of foreign currency, normalised1 international revenue declined 8.1%. The decline was largely due to promotions aimed at improving competitiveness in the key markets, coupled with continued economic pressures. Usage has recently picked up in both Tanzania and DRC in response to lower prices. The EBITDA margin in the international operations declined from 25.8% to 15.9% due to reduced operating profits in Tanzania and the DRC. DRC profitability was negatively impacted by new and increased taxes and regulatory fees and the imposition of tax penalties. Various cost efficiency programmes have been put in place to adjust business structures in these operations to support lower tariffs. Vodacom continued to invest in the international operations, supporting the medium-to-long term growth potential of these businesses with capital expenditure at R1 945 million (34.9% of revenue). The investment was mainly focused in Tanzania and Mozambique, where further 3G sites were added to support the growth in converged services. Tanzania has 428 000 active data customers and over 371 000 active customers using Vodaphone`s M-PESA solutions, the money transfer service. Vodacom Business was launched in Tanzania in September 2009. Gateway Gateway contributed R2 934 million (5.0% of Group revenue) for the year ended 31 March 2010, compared to R808 million from the three months that were consolidated in the prior year. Overall EBITDA margin declined from 12.4% to 6.9% reflecting reduced mobile traffic and pricing pressure in the Carrier Services business. Given the poor trading performance in Carrier Services, the adverse changes in macroeconomic environment and business plan assumptions, an impairment charge of R3 039 million was raised in the first half of the year. In the last quarter Carrier Services revenue remained stable. The Business Services division continued to post good growth particularly in the Nigerian market, although some corporate spending was delayed due to the economic slowdown. In order to consolidate Vodacom`s enterprise offerings across Africa, the Business Services division has now been integrated into Vodacom Business. Financial review Revenue Revenue rose 5.6% to R58 535 million with continued robust performance in South Africa offsetting revenue declines in Tanzania and DRC. Revenue growth was positively affected by the Gateway acquisition (3.6 percentage points), offset mainly by a negative impact from foreign exchange rate translation (2.0 percentage points). On a normalised2 basis, Group revenue and service revenue increased by 4.0% and 5.3%, respectively. Other operating income has been incorporated into revenue to align accounting practices with the Group`s parent, Vodafone. This resulted in a reclassification of R255 million for the prior year. Vodacom adopted IFRIC 13: Customer Loyalty programmes (`IFRIC 13`) from 1 April 2009, and now accounts for customer loyalty credits as a separate component of the sales transaction in which they are granted. Included in service revenue is an expense of R119 million which relates to prior years in terms of the IFRIC 13 adoption. Operating costs3 Group operating costs increased by 3.9% to R38 770 million largely due to the Gateway acquisition. Excluding Gateway, operating costs decreased by 1.4% as a result of reduced direct costs and marketing and advertising spend. EBITDA Group EBITDA increased 8.7% to R19 782 million and the margin expanded from 32.8% in the prior year to 33.8% in March 2010. South African EBITDA was 14.5% higher at R18 578 million, contributing 93.9% (2009: 89.2%) to Group EBITDA for the year. EBITDA from the international operations declined 51.6% to R888 million, contributing 4.5% (2009: 10.1%) to Group EBITDA for the year. Group EBITDA was negatively impacted by increased excise duties and higher indirect taxes in the international operations coupled with difficult trading conditions and unfavourable foreign exchange movements. The Group prospectively aligned its presentation of foreign exchange gains and losses on the revaluation of foreign denominated trading items with that of its parent by including a gain of R192 million in operating expenses. For prior years, the equivalent exchange loss of R252 million (2008: R356 million loss) are presented in net finance charges. Normalised4 EBITDA grew by 9.0%. Operating profit Operating profit decreased 6.4% to R11 238 million mainly due to impairment losses of R3 370 million and a 10.1% increase in depreciation and amortisation. The prior year operating profit includes the BBBEE charge of R1 315 million. Normalised5 operating profit increased by 6.8%. Net finance charges Net finance charges rose from R1 749 million to R2 272 million for the year ended 31 March 2010. Finance costs for the year were R1 602 million compared to R1 459 million a year ago, mainly due to higher average debt as a result of funding raised for the acquisition of Gateway towards the end of the prior year. The average cost of debt reduced from 12.7% to 9.0% as a result of lower interest rates and the benefit of floating rate debt. Net finance charges were negatively affected by the remeasurement of loans granted of R375 million and a loss of R396 million mainly relating to forward exchange contracts. Taxation The tax expense of R4 745 million for the period was 17.3% higher than in March 2009 due to the increase in profit before tax in South Africa, the derecognition of the DRC deferred tax asset as well as an increase in withholding taxes, offset by a decrease in the secondary tax on companies (`STC`) charge for the year. The effective tax rate rose from 39.5% at 31 March 2009 to 53.0% at 31 March 2010, mainly as a result of non-deductible impairment losses of R3 370 million, and unrecognised deferred tax assets. Earnings Earnings per share for the period declined 31.1% from 409 cents per share to 282 cents per share, impacted by the impairment losses and the reversal of the DRC`s deferred tax asset of R489 million. Headline earnings per share, which excludes impairment losses, increased 22.3% to 510 cents per share. Cash flow Cash generated from operations grew 23.9% to R19 711 million. Net cash flow utilised in investing activities decreased from R12 646 million to R6 329 million due to the Gateway acquisition in the prior year. Financing activities included the repayment of the R3.0 billion short term facility raised for the Gateway acquisition and new local debt raised to refinance the US$180 million loan in the DRC. Operating free cash flow was up 55.2% at R13 489 million resulting in free cash flow of R7 212 million after tax and net finance charges. Tax paid increased by 15.5% to R4 764 million. Dividends were previously classified in cash flows from operating activities and are now included in cash flows utilised in finance activities. Finance income was reclassified to investing activities and finance costs were reclassified to financing activities in line with the Group`s parent`s reporting policies. Capital expenditure The Group`s capital expenditure for the period was R6 636 million, 3.9% less than a year ago. Capital expenditure of R4 573 million (9.1% of revenue) in South Africa largely related to transmission spend and the radio access network (`RAN`) renewal project, where recovered equipment was redeployed, resulting in lower purchases of equipment. Capital expenditure of R1 945 million (34.9% of revenue) in the international operations was 19.2% lower (4.6% lower excluding the impact of foreign exchange translation) mainly due to a significant reduction in capital expenditure in the DRC offset by increased investment in Tanzania and Mozambique. Statement of financial position Property, plant and equipment and intangible assets were negatively impacted by foreign currency adjustments of R1.9 billion and R1.7 billion, respectively due to the rand strengthening against functional reporting currencies of the international markets since 31 March 2009. Net debt before dividends and STC decreased to R12 161 million, compared to R15 107 million a year ago. The Group`s financial position has improved, with the net debt to EBITDA ratio at 0.6 times at 31 March 2010. 89.6% (2009: 81.5%) of the debt is denominated in rand. R3 349 million (2009: R7 895 million) of the debt matures in the next 12 months and 96.3% (2009: 93.0%) of total debt is at floating rates. 1 Normalised at a constant currency. 2 Normalised to exclude Gateway and at a constant currency. 3 Excluding depreciation, amortisation, impairment losses and the BBBEE charge. 4 Normalised to exclude Gateway, trading foreign exchange and at a constant currency. 5 Normalised to exclude Gateway, trading foreign exchange, the BBBEE charge and at a constant currency. Outlook A year ago, Vodacom confirmed a four pillar strategy with a strong focus on operational delivery. During this financial year, the Group executed in accordance with this strategy and finished the year in a stronger position in terms of customer value management, broadband leadership and cost management. Building on the successes of this year, we aim to increase usage through the roll-out of new offerings that deliver better value to customers. Similarly we expect continued strong uptake in mobile data and broadband services, with data usage penetration amongst active customers currently only at 26%. In the converged data arena, the completion of fibre rings in all major South African cities, the launch of Metro Ethernet in key urban areas and the enhanced product offerings all provide a good basis from which to increase our share of the enterprise ICT market. Cost management will be a focus area as we aim to preserve our economics in the face of increasing MTR and tariff pressures. We are targeting R0.5 billion in cost savings in the 2011 financial year from areas including distribution, sponsorships and network optimisation. The approved capital expenditure budget for fiscal 2011 is R7.4 billion, of which R5.1 billion is allocated to South Africa. Capital expenditure will focus on accelerating mobile broadband coverage and self-provisioning of transmission to improve the quality of our service and support continued growth in the data and enterprise businesses. Given the strong financial position and cash flow generation of the Group, the Board has decided to increase the dividend payout ratio from 40% to approximately 60% of headline earnings for the year ended March 2011. Offsetting the growth opportunities we have created, continued competitive and regulatory pressures are likely to limit revenue growth in the medium term to below current levels. However, through our ongoing focus on operational delivery, we expect continued margin improvement. The steps taken during the year to refocus the business, place Vodacom in a good position to benefit from a likely improvement in economic conditions in the year ahead. The information in this outlook statement has not been audited or reviewed by Vodacom`s external auditors. For and on behalf of the Board Peter Moyo Pieter Uys Rob Shuter Non-executive Chief Executive Chief Financial Chairman Officer Officer 13 May 2010 Midrand Condensed consolidated income statement for the year ended 31 March 2010 2009 2008 Rm Rm Rm
Notes Reviewed Audited Audited Revenue 3 58 535 55 442 48 334 Direct costs (26 774) (26 224) (22 902) Staff expenses (4 291) (3 686) (2 975) Marketing and (1 728) (1 793) (1 452) advertising expenses Broad-based black - (1 315) - economic empowerment charge Other operating expenses (5 977) (5 624) (4 573) Depreciation and (5 157) (4 683) (3 911) amortisation Impairment losses 4 (3 370) (112) (30) Operating profit 11 238 12 005 12 491 Finance income 124 108 72 Finance costs (1 602) (1 459) (681) (Loss)/Gain on remeasurement and disposal of financial instruments (794) (398) 185 Loss from associate (21) (19) - Profit before tax 8 945 10 237 12 067 Taxation (4 745) (4 045) (4 109) Net profit 4 200 6 192 7 958 Attributable to: Equity shareholders 4 196 6 089 7 811 Non-controlling 4 103 147 interests 4 200 6 192 7 958 2010 2009 2008 Cents Cents Cents Reviewed Audited Audited
Basic earnings per share 5 282.3 409.2 525.0 Diluted earnings per 5 282.0 409.2 525.0 share Condensed consolidated statement of comprehensive income for the year ended 31 March 2010 2009 2008 Rm Rm Rm Reviewed Audited Audited
Net profit 4 200 6 192 7 958 Other comprehensive income: Foreign currency translation (2 665) 405 130 differences, net of tax Fair value adjustments on available- - (17) 17 for-sale financial assets, net of tax Other, net of tax - (9) - Total comprehensive income 1 535 6 571 8 105 Attributable to: Equity shareholders 1 645 6 437 7 916 Non-controlling interests (110) 134 189 1 535 6 571 8 105 Condensed consolidated statement of financial position as at 31 March 2010 2009 2008
Rm Rm Rm Notes Reviewed Audited Audited ASSETS Non-current assets 29 131 35 224 24 468 Property, plant and 21 383 21 844 19 120 equipment Intangible assets 6 673 11 794 4 224 Financial assets 181 303 244 Trade and other receivables 231 241 336 Finance lease receivables 408 259 89 Deferred tax 255 783 455 Current assets 12 560 12 135 9 707 Financial assets 153 203 138 Inventory 707 653 637 Trade and other receivables 10 024 9 843 7 831 Finance lease receivables 262 268 123 Tax receivable 353 64 - Cash and cash equivalents 1 061 1 104 978 Total assets 41 691 47 359 34 175 EQUITY AND LIABILITIES Fully paid share capital * * * Treasury shares (422) - - Retained earnings 14 832 12 265 11 393 Other reserves (672) 1 752 9 Equity attributable to 13 738 14 017 11 402 owners of the parent Non-controlling interests 898 1 081 404 Total equity 14 636 15 098 11 806 Non-current liabilities 11 590 10 430 4 787 Borrowings 11 9 786 8 316 3 032 Trade and other payables 317 388 632 Provisions 436 365 347 Deferred tax 1 051 1 361 776 Current liabilities 15 465 21 831 17 582 Borrowings 11 3 239 7 875 2 959 Trade and other payables 11 714 10 938 10 321 Provisions 193 238 391 Tax payable 203 549 580 Dividends payable 6 2 211 3 190 Bank overdrafts 110 20 141 Total equity and 41 691 47 359 34 175 liabilities * Fully paid share capital of R100. Condensed consolidated statement of changes in equity for the year ended 31 March Equity Non- Total attributable controlling equity to owners interests
of the parent Rm Rm Rm 1 April 2007 9 426 221 9 647 Total comprehensive income 7 916 189 8 105 Dividends declared (5 940) (1) (5 941) Business combinations and other non-controlling interests acquisitions - (6) (6) Non-controlling shares of - 1 1 VM, SA 31 March 2008 - Audited 11 402 404 11 806 Total comprehensive income 6 437 134 6 571 Dividends declared (5 200) (13) (5 213) Business combinations and other non-controlling interests acquisitions (4) 34 30 Share-based payment expense 1 382 522 1 904 31 March 2009 - Audited 14 017 1 081 15 098 Total comprehensive income 1 645 (110) 1 535 Dividends declared1 (1 631) (73) (1 704) Repurchase of shares (422) - (422) Share-based payment expense 129 - 129 31 March 2010 - Reviewed 13 738 898 14 636 1 R6 million of the R1 637 million dividend declared was offset against the forfeitable share plan reserve. Condensed consolidated statement of cash flows for the year ended 31 March 2010 2009 2008 Rm Rm Rm Reviewed Audited Audited Cash generated from operations 19 711 15 905 16 022 Tax paid (4 764) (4 123) (4 721) Net cash flows from operating 14 947 11 782 11 301 activities Net additions to property, plant (6 222) (7 211) (6 531) and equipment and intangible assets Business combinations and other - (5 348) (956) non-controlling interests acquisitions, net of cash acquired Other investing activities (107) (87) 56 Net cash flows utilised in (6 329) (12 646) (7 431) investing activities Movement in borrowings including (4 255) 6 853 2 721 finance costs paid Dividends paid (3 908) (6 204) (5 741) Repurchase of shares (385) - - Non-controlling interests - 522 7 Net cash flows (utilised in)/from (8 548) 1 171 (3 013) financing activities Net increase in cash and cash 70 307 857 equivalents Cash and cash equivalents at the 1 084 837 (108) beginning of the year Effect of foreign exchange rate (203) (60) 88 changes Cash and cash equivalents at the 951 1 084 837 end of the year Notes 1. Basis of preparation These preliminary condensed consolidated annual financial statements have been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (`IFRS`) as issued by the International Accounting Standards Board (`IASB`) and comply with the disclosure requirements of International Accounting Standard 34: Interim Financial Reporting (`IAS 34`), the JSE Listings Requirements and the Companies Act of 1973, as amended. They have been prepared on the historical cost basis, except for certain financial instruments which are measured at fair value or at amortised cost, and are presented in South African rand, the currency in which the majority of the Group`s transactions are denominated. The significant accounting policies and methods of computation are consistent in all material respects with those applied in the previous period, except as disclosed in Note 2. The accounting policies are available for inspection at the Group`s registered office. There have been no material changes in judgements or estimates of amounts reported in prior reporting periods. During the current financial year the Group classified certain foreign denominated loans to subsidiaries as part of the net investments in these foreign operations. Exchange losses of R848 million, net of tax, relating to net investments in foreign operations, are recognised in other comprehensive income for the current year. The annual report containing a detailed review of the operations of the Group together with the audited consolidated annual financial statements will be posted to shareholders on or about Wednesday 30 June 2010. Certain items have been reclassified as disclosed in Note 7. The financial information has been reviewed by Deloitte & Touche whose unmodified review opinion is available for inspection at the Group`s registered office. 2. Change in accounting policies The Group adopted all the new, revised or amended accounting pronouncements as issued by the IASB which were effective for the Group from 1 April 2009. The adopted accounting pronouncements, which had an impact on the Group or were reviewed for possible impact, are as follows: * IFRS 7: Financial Instruments: Disclosures (Amended) (`IFRS 7`); * IAS 1: Presentation of Financial Statements (Amended) (`IAS 1`); * IAS 23: Borrowing Costs (Revised) (`IAS 23`); * IFRIC 13: Customer Loyalty Programmes (`IFRIC 13`); and * Circular 3/2009: Headline Earnings (`Circular 3/2009`). The Group adopted the amendments to IFRS 7 retrospectively, this did not have an impact on the Group`s results. IFRIC 13 was not applied retrospectively as the prior period financial impact was immaterial. The revised IAS 23 was adopted prospectively; the change in accounting policy had no impact on the Group`s results. The adoption of Circular 3/2009 had no impact on the Group`s headline earnings. 2010 2009 2008 Rm Rm Rm Reviewed Audited Audited 3. Segment analysis External customers segment revenue1 58 535 55 442 48 334 South Africa 50 290 47 592 42 964 International 5 425 7 030 5 358 Gateway 2 801 805 - Corporate 19 15 12 EBITDA2 19 782 18 196 16 463 South Africa 18 578 16 222 14 790 International 888 1 835 1 546 Gateway 202 100 - Corporate and eliminations 114 39 127 Reconciliation of segment results EBITDA3 19 782 18 196 16 463 Depreciation, amortisation and (8 527) (4 795) (3 941) impairment losses Broad-based black economic - (1 315) - empowerment charge Net loss on disposal of property, plant and equipment and intangible assets (17) (13) (39) Other - (68) 8 Operating profit3 11 238 12 005 12 491 Net finance charges (2 272) (1 749) (424) Finance income 124 108 72 Finance costs (1 602) (1 459) (681) (Loss)/Gain on remeasurement and disposal of financial instruments3 (794) (398) 185 Loss from associate (21) (19) - Profit before tax 8 945 10 237 12 067 Taxation (4 745) (4 045) (4 109) Net profit 4 200 6 192 7 958 Total assets 41 691 47 359 34 175 South Africa 28 464 26 692 24 597 International 8 612 11 182 8 547 Gateway 3 346 8 014 - Corporate and eliminations 1 269 1 471 1 031 1 Other operating income has retrospectively been incorporated into revenue on the face of the condensed consolidated income statement. 2 The measure of segment profit changed retrospectively from management operating profit to EBITDA so as to align with practices of the Group`s parent, Vodafone. 3 The Group prospectively aligned its presentation of foreign exchange gains and losses on the revaluation of foreign denominated trading items with that of its parent by including a net gain of R192 million in operating expenses. For the prior year, the equivalent exchange net loss of R252 million (2008: R356 million net loss) is presented in `(Loss)/Gain on remeasurement and disposal of financial instruments`. 2010 2009 2008
Rm Rm Rm Reviewed Audited Audited 4. Impairment losses Impairment losses recognised are as follows: Intangible assets (3 285) (1) - Property, plant and equipment (34) (105) (30) Available-for-sale financial assets (8) (6) - carried at cost Investment in associate (43) - - (3 370) (112) (30) Included in the impairment losses is a goodwill impairment of R3 039 million, relating to the Group`s Gateway cash-generating unit, a business operation which constitutes the Group`s Gateway reportable segment, following a decrease in long term cash flow forecasts resulting from the economic downturn and an increasingly competitive environment. The remaining impairment losses are all largely due to the economic downturn and an increasingly competitive environment. 2010 2009 2008 Cents Cents Cents
Reviewed Audited Audited 5. Per share calculations 5.1 Earnings and dividends per share Basic earnings per share 282.3 409.2 525.0 Diluted earnings per share 282.0 409.2 525.0 Headline earnings per share 509.9 417.4 528.4 Diluted headline earnings per share 509.4 417.4 528.4 Dividends per share (Note 17) 110.0 349.5 399.2 Net asset value per share 985.3 1 014.7 793.5 Earnings per share calculations are based on a weighted average number of ordinary shares outstanding of 1 486 283 980 (2009 and 2008: 1 487 954 000). Diluted per share calculations are based on a weighted average number of ordinary shares outstanding of 1 487 882 875. No dilutive factors were present in 2009 and 2008. Dividends per share calculations are based on 1 487 954 000 shares for all periods presented. The net asset value per share calculation is based on 1 485 407 073 shares (2009 and 2008: 1 487 954 000). 2010 2009 2008 Rm Rm Rm
Reviewed Audited Audited 5.2 Headline earnings1 reconciliation Earnings attributable to equity shareholders for basic and diluted earnings per 4 196 6 089 7 811 share Adjusted for: Net loss on disposal of property, plant and equipment and intangible assets 17 13 39 Impairment losses (Note 4) 3 370 112 30 Other 1 - (8) 7 584 6 214 7 872 Tax impact of adjustments (5) (4) (12) Headline earnings for headline and 7 579 6 210 7 860 diluted headline earnings per share 1 This disclosure is a requirement of the JSE Limited and is not a recognised measure under IFRS. It has been calculated in accordance with Circular 3/2009 as issued by the South African Institute of Chartered Accountants. 6. Forfeitable share plan (`FSP`) The FSP which was approved by shareholders by ordinary resolution at the annual general meeting held on 31 July 2009 was implemented on 26 November 2009, with 4 722 504 shares being granted to participants. The FSP is accounted for as an equity-settled share-based payment transaction in terms of IFRS 2: Share-based Payment. 7. Reclassifications Certain items in the preliminary condensed consolidated annual financial statements were retrospectively reclassified so as to align with practices of the Group`s parent, Vodafone. The reclassifications are summarised below. 7.1 Income statement Network operational overhead expenses has been reclassified from direct costs to other operating expenses. Fixed advertising support costs has been reclassified from direct costs to marketing and advertising expenses. The share-based payment expense relating to the employee share ownership plan has been reclassified from broad-based black economic empowerment charge to staff expenses. 7.2 Statement of financial position Bonus and leave pay liabilities have been reclassified from provisions to accruals within trade and other payables. Operating lease receivables has been reclassified from lease assets to trade and other receivables. Bank overdrafts classified as financing activities in the statement of cash flows has been reclassified from bank overdrafts to borrowings. Derivative financial assets and liabilities have been reclassified from financial assets and derivative financial liabilities to trade and other receivables and trade and other payables respectively. 7.3 Statement of cash flows Dividends paid, realised net losses on remeasurement and disposal of financial instruments, finance costs paid and finance income received have been reclassified from operating activities to the activities from which they originate. 7.4 Combination of line items After a review of its consolidated annual financial statements the Group combined certain line items on the face of the income statement and statement of financial position. Full details on reclassifications will be disclosed in the Group`s annual report for the year ended 31 March 2010. 8. Related parties The Group`s related parties are its parent, joint venture, associate, pension schemes and key management including directors. In prior years Telkom SA Limited and its subsidiaries (`Telkom`) were included in related parties since Telkom SA Limited had joint control over the Group. 2010 2009 2008 Rm Rm Rm Reviewed Audited Audited 8.1 Balances with related parties Accounts receivable 197 949 828 Accounts payable (154) (325) (438) Dividends payable - (2 200) (3 190) 8.2 Transactions with related parties Revenue1 994 3 248 3 359 Direct costs1 (554) (1 111) (1 045) Other operating expenses (19) (1 354) (1 209) Dividends declared (1 064) (5 200) (5 940) 8.3 Directors` and key management personnel remuneration Compensation paid to the Group`s Board and key management personnel will be disclosed in the Group`s annual report for the year ended 31 March 2010. 1 Includes transactions with Telkom from 1 April 2009 to 18 May 2009. 2010 2009 2008 Rm Rm Rm Reviewed Audited Audited
9. Capital expenditure incurred Capital expenditure additions 6 636 6 906 5 916 including software 10. Commitments Capital expenditure contracted for but not yet incurred1 2 213 2 214 1 600 Capital expenditure approved but not yet contracted for1 6 364 9 712 8 822 Operating leases 4 070 3 534 4 571 Transmission and data lines 6 270 6 643 - Other2 1 760 2 038 2 904 1 Capital expenditure approved during the current financial year, at forecasted exchange rates, limited to R7 375 million, was translated at the closing rates as at the reporting date. 2 Other includes sport, marketing, retention incentives, activation bonuses, activation commissions, other accommodation, handset purchase and other purchase commitments. 11. Borrowings The Absa Bank Limited loan with a nominal value of R3 000 million was repaid on 10 December 2009 using cash and short term borrowings. The loan was for a term of one year and was utilised as bridge funding for the Gateway acquisition. The Group reduced its bank borrowings classified as financing activities through strong cash flow management and cost containment. 12. Contingencies 12.1 Guarantees The Group provides credit guarantees amounting to R48 million (2009: R1 810 million; 2008: R1 517 million) relating to the operations of its subsidiaries, of which none (2009: R1 735 million; 2008: R1 463 million) are included in borrowings. Vodacom (Pty) Limited provides an unlimited guarantee for bank borrowings entered into by Vodacom Group Limited. The total amount of guarantees, including bank borrowings, amounted to R3 593 million as at 31 March 2010 (2009: R4 878 million; 2008: R2 456 million), all of which are included in borrowings. 13. Customer registration 13.1 Democratic Republic of Congo (`DRC`) In terms of a ministerial decree promulgated in 2008, network operators in the DRC had to register their customers by 31 December 2009. In December 2009 a new customer registration decree was issued, which requires due process to be followed on individual customer information requests prior to penalties being imposed. Significant progress has been made to register customers and to minimise disruptions to customer acquisitions as a result of registration. 13.2 Other Vodacom Tanzania Limited and Vodacom (Pty) Limited, a South African based company, are also subject to customer registration by 30 June 2010 and 31 December 2010 respectively. The Group is making every effort to be fully compliant by the set deadlines. 14. Interconnect rates The Group`s South African operation has as a result of bilateral negotiations with the other mobile operators agreed to reduce the peak interconnect rates from R1.25 to R0.89 with effect from 1 March 2010. The R0.77 off-peak rate remained unchanged. On 16 April 2010, the Independent Communications Authority of South Africa (`ICASA`) published draft regulations in which it proposes to reduce the rates to R0.65 in July 2010, R0.55 in July 2011 and R0.40 in July 2012. The Group will actively participate in the ICASA public consultation process on the draft regulations. 15. Code of conduct on the sale, lease, rental or subsidisation of subscriber equipment (`draft Code`) In December 2009, ICASA published a draft Code, the purpose of which is to foster transparency, promote consumer rights and sets out minimum standards to be adhered to by licensees. The draft Code is also applicable to licensees` agents and resellers. It is anticipated that the draft Code will be finalised within the next financial year. 16. Arbitration Vodacom International Limited (`VIL`) filed a request for arbitration against Congolese Wireless Network s.p.r.l. (`CWN`) on 7 April 2010. VIL is seeking, inter alia, as a provisional measure the appointment of an ad hoc trustee with the mandate to represent CWN at an extraordinary shareholders` meeting in order to vote, in accordance with the corporate interest of Vodacom Congo (RDC) s.p.r.l. on certain resolutions. In addition, VIL has reserved its right to claim damages. 17. Events after the reporting period The Board is not aware of any matter or circumstance arising since the end of the reporting period, not otherwise dealt with herein, which significantly affects the financial position of the Group or the results of its operations or cash flows for the period, other than the following: 17.1 Final dividend declared A final dividend of R2 599 million for the year ended 31 March 2010 was declared after the reporting date and not recognised as a liability. The secondary tax on companies payable on this dividend amounts to R260 million. Declaration of final dividend No. 2 Notice is hereby given that final dividend number 2 of 175 cents per ordinary share in respect of financial year end 31 March 2010 has been declared, payable on Monday 5 July 2010 to shareholders recorded in the register at the close of business on Friday 2 July 2010: Last day to trade shares cum dividend Friday 25 June 2010 Shares commence trading ex dividend Monday 28 June 2010 Record date Friday 2 July 2010 Payment date Monday 5 July 2010 Share certificates may not be dematerialised nor rematerialised between Monday 28 June 2010 and Friday 2 July 2010. On Monday 5 July 2010, the final dividend will be electronically transferred into the bank accounts of all certificated shareholders where this facility is available. Where electronic funds transfer is not available, cheques will be dated and posted on Monday 5 July 2010. Shareholders who hold dematerialised shares will have their accounts at their CSDP or broker credited on Monday 5 July 2010. Annual general meetingThe annual general meeting of Vodacom Group Limited will be held at Bytes Conference Centre, Midrand on Friday 30 July 2010 at 11:00. Forward-looking statements This announcement which sets out the year end results for Vodacom Group Limited for the year ended 31 March 2010 contains `forward-looking statements` with respect to the Group`s financial condition, results of operations and businesses and certain of the Group`s plans and objectives. In particular, such forward- looking statements include statements relating to: the Group`s future performance; future capital expenditures, acquisitions, divestitures, expenses, revenues, financial conditions, dividend policy, and future prospects; business and management strategies relating to the expansion and growth of the Group; the effects of regulation of the Group`s businesses by governments in the countries in which it operates; the Group`s expectations as to the launch and roll out dates for products, services or technologies; expectations regarding the operating environment and market conditions; growth in customers and usage; and the rate of dividend growth by the Group. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as `will`, `anticipates`, `aims`, `could`, `may`, `should`, `expects`, `believes`, `intends`, `plans` or `targets`. By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future, involve known and unknown risks, uncertainties and other facts or factors which may cause the actual results, performance or achievements of the Group, or its industry to be materially different from any results, performance or achievement expressed or implied by such forward-looking statements. Forward-looking statements are not guarantees of future performance and are based on assumptions regarding the Group`s present and future business strategies and the environments in which it operates now and in the future. Corporate Information Directors MP Moyo (Chairman), PJ Uys (CEO), MS Aziz Joosub, P Bertoluzzo1, TA Boardman, M Joseph2, M Lundal3, P Malabie, PJ Moleketi, T Mokgosi-Mwantembe, RAW Schellekens4, RA Shuter, RC Snow5 Alternate directors TJ Harrabin5, HM Mahmoud6 Company secretary: SF Linford Registered office Vodacom Corporate Park, 082 Vodacom Boulevard, Vodavalley, Midrand 1685 (Private Bag X9904, Sandton 2146) Transfer secretary Computershare Investor Services (Pty) Limited (Registration number: 2004/003647/07) 70 Marshall Street, Johannesburg 2001 (PO Box 61051, Marshalltown 2107) 1 Italian 2 American 3 Norwegian 4 Dutch 5 British 6 Egyptian www.vodacom.com Date: 17/05/2010 07:30:01 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. 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. VOD VOD - Vodacom Group Limited - Preliminary results for the year ended 31 March 2010 Vodacom Group Limited (Incorporated in the Republic of South Africa) Registration number: 1993/005461/06 (ISIN: ZAE000132577 Share Code: VOD) (`Vodacom`) PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2010 SALIENT FEATURES * Continued revenue growth despite challenging environment - 7.1% growth in Group service revenue to R52.0 billion - Group traffic growth of 11.3% supported by tariff reductions - RICA impacted negatively on South African customer numbers - Strong international customer growth - Pressure from economic climate and currency movements * Excellent progress in mobile broadband - 31.9% growth in Group data revenue to R4.5 billion - 42.3% growth in data customers in South Africa to 1.1 million - 7.6 million active data users across the Group * Margins expanded through cost containment steps - Group EBITDA margin expanded from 32.8% to 33.8% - 14.5% increase in EBITDA from South African business - R0.5 billion annual cost efficiency programme launched - Procurement collaboration with Vodafone yields savings * Strong growth in HEPS - HEPS increased 22.3% to 510 cents per share * Increased shareholder returns driven by robust free cash flow - 55.2% growth in operating free cash flow to R13.5 billion - Group capex of R6.6 billion, 11.3% of revenue - Strong financial position - net debt to EBITDA of 0.6 times - Final dividend of 175 cents per share Operating review The Group`s strong results were underpinned by growth in its core mobile and broadband businesses coupled with tight management of costs and capital expenditure. Although competitive, economic and regulatory challenges persisted, Group revenue rose 5.6% to R58 535 million, supported by a 31.9% increase in Group mobile data revenue. The Group EBITDA margin rose from 32.8% to 33.8% and EBITDA increased by 8.7% to R19 782 million as benefits were realised from the implementation of various cost efficiency projects coupled with procurement synergies through the Vodafone Group (`Vodafone`). Headline earnings per share (`HEPS`) increased 22.3% to 510 cents per share. Headline earnings growth was flattered by the inclusion of a broad-based black economic empowerment (`BBBEE`) charge of R1 315 million in the prior year. This was partially offset by R375 million in losses on the remeasurement of financial instruments and the R489 million reversal of a deferred tax asset largely recognised and reported on in the six months results to 30 September 2009. Excluding the impact of these items, adjusted headline earnings per share increased 12.3% to 568 cents per share. Cash generation remained strong, with operating free cash flow up 55.2% to R13 489 million. The Group invested R6 636 million in capital expenditure across its geographies. Vodacom declared a final dividend of 175 cents per share, supported by the strong cash performance and financial position of the Group. South Africa South Africa delivered a robust performance with service revenue up 7.5% to R44 166 million and EBITDA up 14.5% to R18 578 million, reflecting the increasing contribution of data revenue and success in containing operating costs. Data revenue increased 32.8% to R4 363 million due to increased penetration of mobile PC connectivity and mobile internet usage, with data connectivity customers increasing 42.3% to 1.1 million and overall active data users increasing 29.1% to 6.2 million. Customers declined 4.9% to 26.3 million as a result of a 1.9 million reduction in prepaid customers following the implementation of RICA. Contract customer growth remained strong, up 14.0% to 4.5 million. Gross connections have improved steadily from approximately 260 000 in August 2009 to approximately 724 000 in March 2010 and more than 11 million customers have been registered by year end. Customer registration together with focused loyalty programmes has resulted in a further reduction in churn from 40.1% to 38.4%. Prepaid ARPU remained flat at R70 largely as a result of improved customer mix offset by lower tariffs. Contract ARPU declined 5.7% due to the successful conversion of prepaid customers to lower end contract packages, and also reduced out of bundle spend. Focused price promotions reduced the average effective price per minute of mobile calls by 7.7% which in turn supported traffic growth of 9.4%. During the year under review Vodacom Business continued to build its presence in the enterprise market, signing contracts totalling more than R800 million with some of South Africa`s largest companies. In conjunction with Vodafone Global Enterprise, Vodacom Business also secured Deutsche Post DHL as a customer. Vodacom Business, which now has more than 200 enterprise customers, launched 15 new products during the year and offers a complete portfolio including outsourced network and ISP services, as well as managed hosting services. Vodacom continued to make substantial investments in the network, particularly to enhance quality and support the 58.4% growth in data traffic. Capital expenditure of R4 573 million was largely allocated to adding a further 462 3G base stations, increasing base station capability to 14.4 Mbps across the network, completing the metro fibre rings and upgrading the radio network. Peak mobile termination rates (`MTRs`) were reduced by an initial 28.8% from 1 March 2010 and the regulator is currently in the process of consultation on further rate cuts. Despite the negative net impact on Vodacom`s revenue from lower MTRs, the Group has responded to affordability concerns by reducing tariffs. To mitigate the impact of lower MTRs, Vodacom has implemented various cost efficiency programmes which have contributed partly to the expansion of EBITDA margin from 34.0% to 36.8% in this year. International The international operations continued to record strong customer growth of 13.7% to 13.6 million. After adjusting for the change in the DRC disconnection policy from 215 to 90 inactive days, international customer growth was 23.8%. This policy change resulted in approximately one million disconnections in the DRC. Tanzania customer growth of 28.3% was fuelled by new pricing plans and Mozambique and Lesotho posted strong customer growth of 42.5% and 30.9% respectively. Despite the increase in customers, revenue growth in the international mobile operations declined 21.6% to R5 659 million. Excluding the impact of foreign currency, normalised1 international revenue declined 8.1%. The decline was largely due to promotions aimed at improving competitiveness in the key markets, coupled with continued economic pressures. Usage has recently picked up in both Tanzania and DRC in response to lower prices. The EBITDA margin in the international operations declined from 25.8% to 15.9% due to reduced operating profits in Tanzania and the DRC. DRC profitability was negatively impacted by new and increased taxes and regulatory fees and the imposition of tax penalties. Various cost efficiency programmes have been put in place to adjust business structures in these operations to support lower tariffs. Vodacom continued to invest in the international operations, supporting the medium-to-long term growth potential of these businesses with capital expenditure at R1 945 million (34.9% of revenue). The investment was mainly focused in Tanzania and Mozambique, where further 3G sites were added to support the growth in converged services. Tanzania has 428 000 active data customers and over 371 000 active customers using Vodaphone`s M-PESA solutions, the money transfer service. Vodacom Business was launched in Tanzania in September 2009. Gateway Gateway contributed R2 934 million (5.0% of Group revenue) for the year ended 31 March 2010, compared to R808 million from the three months that were consolidated in the prior year. Overall EBITDA margin declined from 12.4% to 6.9% reflecting reduced mobile traffic and pricing pressure in the Carrier Services business. Given the poor trading performance in Carrier Services, the adverse changes in macroeconomic environment and business plan assumptions, an impairment charge of R3 039 million was raised in the first half of the year. In the last quarter Carrier Services revenue remained stable. The Business Services division continued to post good growth particularly in the Nigerian market, although some corporate spending was delayed due to the economic slowdown. In order to consolidate Vodacom`s enterprise offerings across Africa, the Business Services division has now been integrated into Vodacom Business. Financial review Revenue Revenue rose 5.6% to R58 535 million with continued robust performance in South Africa offsetting revenue declines in Tanzania and DRC. Revenue growth was positively affected by the Gateway acquisition (3.6 percentage points), offset mainly by a negative impact from foreign exchange rate translation (2.0 percentage points). On a normalised2 basis, Group revenue and service revenue increased by 4.0% and 5.3%, respectively. Other operating income has been incorporated into revenue to align accounting practices with the Group`s parent, Vodafone. This resulted in a reclassification of R255 million for the prior year. Vodacom adopted IFRIC 13: Customer Loyalty programmes (`IFRIC 13`) from 1 April 2009, and now accounts for customer loyalty credits as a separate component of the sales transaction in which they are granted. Included in service revenue is an expense of R119 million which relates to prior years in terms of the IFRIC 13 adoption. Operating costs3 Group operating costs increased by 3.9% to R38 770 million largely due to the Gateway acquisition. Excluding Gateway, operating costs decreased by 1.4% as a result of reduced direct costs and marketing and advertising spend. EBITDA Group EBITDA increased 8.7% to R19 782 million and the margin expanded from 32.8% in the prior year to 33.8% in March 2010. South African EBITDA was 14.5% higher at R18 578 million, contributing 93.9% (2009: 89.2%) to Group EBITDA for the year. EBITDA from the international operations declined 51.6% to R888 million, contributing 4.5% (2009: 10.1%) to Group EBITDA for the year. Group EBITDA was negatively impacted by increased excise duties and higher indirect taxes in the international operations coupled with difficult trading conditions and unfavourable foreign exchange movements. The Group prospectively aligned its presentation of foreign exchange gains and losses on the revaluation of foreign denominated trading items with that of its parent by including a gain of R192 million in operating expenses. For prior years, the equivalent exchange loss of R252 million (2008: R356 million loss) are presented in net finance charges. Normalised4 EBITDA grew by 9.0%. Operating profit Operating profit decreased 6.4% to R11 238 million mainly due to impairment losses of R3 370 million and a 10.1% increase in depreciation and amortisation. The prior year operating profit includes the BBBEE charge of R1 315 million. Normalised5 operating profit increased by 6.8%. Net finance charges Net finance charges rose from R1 749 million to R2 272 million for the year ended 31 March 2010. Finance costs for the year were R1 602 million compared to R1 459 million a year ago, mainly due to higher average debt as a result of funding raised for the acquisition of Gateway towards the end of the prior year. The average cost of debt reduced from 12.7% to 9.0% as a result of lower interest rates and the benefit of floating rate debt. Net finance charges were negatively affected by the remeasurement of loans granted of R375 million and a loss of R396 million mainly relating to forward exchange contracts. Taxation The tax expense of R4 745 million for the period was 17.3% higher than in March 2009 due to the increase in profit before tax in South Africa, the derecognition of the DRC deferred tax asset as well as an increase in withholding taxes, offset by a decrease in the secondary tax on companies (`STC`) charge for the year. The effective tax rate rose from 39.5% at 31 March 2009 to 53.0% at 31 March 2010, mainly as a result of non-deductible impairment losses of R3 370 million, and unrecognised deferred tax assets. Earnings Earnings per share for the period declined 31.1% from 409 cents per share to 282 cents per share, impacted by the impairment losses and the reversal of the DRC`s deferred tax asset of R489 million. Headline earnings per share, which excludes impairment losses, increased 22.3% to 510 cents per share. Cash flow Cash generated from operations grew 23.9% to R19 711 million. Net cash flow utilised in investing activities decreased from R12 646 million to R6 329 million due to the Gateway acquisition in the prior year. Financing activities included the repayment of the R3.0 billion short term facility raised for the Gateway acquisition and new local debt raised to refinance the US$180 million loan in the DRC. Operating free cash flow was up 55.2% at R13 489 million resulting in free cash flow of R7 212 million after tax and net finance charges. Tax paid increased by 15.5% to R4 764 million. Dividends were previously classified in cash flows from operating activities and are now included in cash flows utilised in finance activities. Finance income was reclassified to investing activities and finance costs were reclassified to financing activities in line with the Group`s parent`s reporting policies. Capital expenditure The Group`s capital expenditure for the period was R6 636 million, 3.9% less than a year ago. Capital expenditure of R4 573 million (9.1% of revenue) in South Africa largely related to transmission spend and the radio access network (`RAN`) renewal project, where recovered equipment was redeployed, resulting in lower purchases of equipment. Capital expenditure of R1 945 million (34.9% of revenue) in the international operations was 19.2% lower (4.6% lower excluding the impact of foreign exchange translation) mainly due to a significant reduction in capital expenditure in the DRC offset by increased investment in Tanzania and Mozambique. Statement of financial position Property, plant and equipment and intangible assets were negatively impacted by foreign currency adjustments of R1.9 billion and R1.7 billion, respectively due to the rand strengthening against functional reporting currencies of the international markets since 31 March 2009. Net debt before dividends and STC decreased to R12 161 million, compared to R15 107 million a year ago. The Group`s financial position has improved, with the net debt to EBITDA ratio at 0.6 times at 31 March 2010. 89.6% (2009: 81.5%) of the debt is denominated in rand. R3 349 million (2009: R7 895 million) of the debt matures in the next 12 months and 96.3% (2009: 93.0%) of total debt is at floating rates. 1 Normalised at a constant currency. 2 Normalised to exclude Gateway and at a constant currency. 3 Excluding depreciation, amortisation, impairment losses and the BBBEE charge. 4 Normalised to exclude Gateway, trading foreign exchange and at a constant currency. 5 Normalised to exclude Gateway, trading foreign exchange, the BBBEE charge and at a constant currency. Outlook A year ago, Vodacom confirmed a four pillar strategy with a strong focus on operational delivery. During this financial year, the Group executed in accordance with this strategy and finished the year in a stronger position in terms of customer value management, broadband leadership and cost management. Building on the successes of this year, we aim to increase usage through the roll-out of new offerings that deliver better value to customers. Similarly we expect continued strong uptake in mobile data and broadband services, with data usage penetration amongst active customers currently only at 26%. In the converged data arena, the completion of fibre rings in all major South African cities, the launch of Metro Ethernet in key urban areas and the enhanced product offerings all provide a good basis from which to increase our share of the enterprise ICT market. Cost management will be a focus area as we aim to preserve our economics in the face of increasing MTR and tariff pressures. We are targeting R0.5 billion in cost savings in the 2011 financial year from areas including distribution, sponsorships and network optimisation. The approved capital expenditure budget for fiscal 2011 is R7.4 billion, of which R5.1 billion is allocated to South Africa. Capital expenditure will focus on accelerating mobile broadband coverage and self-provisioning of transmission to improve the quality of our service and support continued growth in the data and enterprise businesses. Given the strong financial position and cash flow generation of the Group, the Board has decided to increase the dividend payout ratio from 40% to approximately 60% of headline earnings for the year ended March 2011. Offsetting the growth opportunities we have created, continued competitive and regulatory pressures are likely to limit revenue growth in the medium term to below current levels. However, through our ongoing focus on operational delivery, we expect continued margin improvement. The steps taken during the year to refocus the business, place Vodacom in a good position to benefit from a likely improvement in economic conditions in the year ahead. The information in this outlook statement has not been audited or reviewed by Vodacom`s external auditors. For and on behalf of the Board Peter Moyo Pieter Uys Rob Shuter Non-executive Chief Executive Chief Financial Chairman Officer Officer 13 May 2010 Midrand Condensed consolidated income statement for the year ended 31 March 2010 2009 2008 Rm Rm Rm
Notes Reviewed Audited Audited Revenue 3 58 535 55 442 48 334 Direct costs (26 774) (26 224) (22 902) Staff expenses (4 291) (3 686) (2 975) Marketing and (1 728) (1 793) (1 452) advertising expenses Broad-based black - (1 315) - economic empowerment charge Other operating expenses (5 977) (5 624) (4 573) Depreciation and (5 157) (4 683) (3 911) amortisation Impairment losses 4 (3 370) (112) (30) Operating profit 11 238 12 005 12 491 Finance income 124 108 72 Finance costs (1 602) (1 459) (681) (Loss)/Gain on remeasurement and disposal of financial instruments (794) (398) 185 Loss from associate (21) (19) - Profit before tax 8 945 10 237 12 067 Taxation (4 745) (4 045) (4 109) Net profit 4 200 6 192 7 958 Attributable to: Equity shareholders 4 196 6 089 7 811 Non-controlling 4 103 147 interests 4 200 6 192 7 958 2010 2009 2008 Cents Cents Cents Reviewed Audited Audited
Basic earnings per share 5 282.3 409.2 525.0 Diluted earnings per 5 282.0 409.2 525.0 share Condensed consolidated statement of comprehensive income for the year ended 31 March 2010 2009 2008 Rm Rm Rm Reviewed Audited Audited
Net profit 4 200 6 192 7 958 Other comprehensive income: Foreign currency translation (2 665) 405 130 differences, net of tax Fair value adjustments on available- - (17) 17 for-sale financial assets, net of tax Other, net of tax - (9) - Total comprehensive income 1 535 6 571 8 105 Attributable to: Equity shareholders 1 645 6 437 7 916 Non-controlling interests (110) 134 189 1 535 6 571 8 105 Condensed consolidated statement of financial position as at 31 March 2010 2009 2008
Rm Rm Rm Notes Reviewed Audited Audited ASSETS Non-current assets 29 131 35 224 24 468 Property, plant and 21 383 21 844 19 120 equipment Intangible assets 6 673 11 794 4 224 Financial assets 181 303 244 Trade and other receivables 231 241 336 Finance lease receivables 408 259 89 Deferred tax 255 783 455 Current assets 12 560 12 135 9 707 Financial assets 153 203 138 Inventory 707 653 637 Trade and other receivables 10 024 9 843 7 831 Finance lease receivables 262 268 123 Tax receivable 353 64 - Cash and cash equivalents 1 061 1 104 978 Total assets 41 691 47 359 34 175 EQUITY AND LIABILITIES Fully paid share capital * * * Treasury shares (422) - - Retained earnings 14 832 12 265 11 393 Other reserves (672) 1 752 9 Equity attributable to 13 738 14 017 11 402 owners of the parent Non-controlling interests 898 1 081 404 Total equity 14 636 15 098 11 806 Non-current liabilities 11 590 10 430 4 787 Borrowings 11 9 786 8 316 3 032 Trade and other payables 317 388 632 Provisions 436 365 347 Deferred tax 1 051 1 361 776 Current liabilities 15 465 21 831 17 582 Borrowings 11 3 239 7 875 2 959 Trade and other payables 11 714 10 938 10 321 Provisions 193 238 391 Tax payable 203 549 580 Dividends payable 6 2 211 3 190 Bank overdrafts 110 20 141 Total equity and 41 691 47 359 34 175 liabilities * Fully paid share capital of R100. Condensed consolidated statement of changes in equity for the year ended 31 March Equity Non- Total attributable controlling equity to owners interests
of the parent Rm Rm Rm 1 April 2007 9 426 221 9 647 Total comprehensive income 7 916 189 8 105 Dividends declared (5 940) (1) (5 941) Business combinations and other non-controlling interests acquisitions - (6) (6) Non-controlling shares of - 1 1 VM, SA 31 March 2008 - Audited 11 402 404 11 806 Total comprehensive income 6 437 134 6 571 Dividends declared (5 200) (13) (5 213) Business combinations and other non-controlling interests acquisitions (4) 34 30 Share-based payment expense 1 382 522 1 904 31 March 2009 - Audited 14 017 1 081 15 098 Total comprehensive income 1 645 (110) 1 535 Dividends declared1 (1 631) (73) (1 704) Repurchase of shares (422) - (422) Share-based payment expense 129 - 129 31 March 2010 - Reviewed 13 738 898 14 636 1 R6 million of the R1 637 million dividend declared was offset against the forfeitable share plan reserve. Condensed consolidated statement of cash flows for the year ended 31 March 2010 2009 2008 Rm Rm Rm Reviewed Audited Audited Cash generated from operations 19 711 15 905 16 022 Tax paid (4 764) (4 123) (4 721) Net cash flows from operating 14 947 11 782 11 301 activities Net additions to property, plant (6 222) (7 211) (6 531) and equipment and intangible assets Business combinations and other - (5 348) (956) non-controlling interests acquisitions, net of cash acquired Other investing activities (107) (87) 56 Net cash flows utilised in (6 329) (12 646) (7 431) investing activities Movement in borrowings including (4 255) 6 853 2 721 finance costs paid Dividends paid (3 908) (6 204) (5 741) Repurchase of shares (385) - - Non-controlling interests - 522 7 Net cash flows (utilised in)/from (8 548) 1 171 (3 013) financing activities Net increase in cash and cash 70 307 857 equivalents Cash and cash equivalents at the 1 084 837 (108) beginning of the year Effect of foreign exchange rate (203) (60) 88 changes Cash and cash equivalents at the 951 1 084 837 end of the year Notes 1. Basis of preparation These preliminary condensed consolidated annual financial statements have been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (`IFRS`) as issued by the International Accounting Standards Board (`IASB`) and comply with the disclosure requirements of International Accounting Standard 34: Interim Financial Reporting (`IAS 34`), the JSE Listings Requirements and the Companies Act of 1973, as amended. They have been prepared on the historical cost basis, except for certain financial instruments which are measured at fair value or at amortised cost, and are presented in South African rand, the currency in which the majority of the Group`s transactions are denominated. The significant accounting policies and methods of computation are consistent in all material respects with those applied in the previous period, except as disclosed in Note 2. The accounting policies are available for inspection at the Group`s registered office. There have been no material changes in judgements or estimates of amounts reported in prior reporting periods. During the current financial year the Group classified certain foreign denominated loans to subsidiaries as part of the net investments in these foreign operations. Exchange losses of R848 million, net of tax, relating to net investments in foreign operations, are recognised in other comprehensive income for the current year. The annual report containing a detailed review of the operations of the Group together with the audited consolidated annual financial statements will be posted to shareholders on or about Wednesday 30 June 2010. Certain items have been reclassified as disclosed in Note 7. The financial information has been reviewed by Deloitte & Touche whose unmodified review opinion is available for inspection at the Group`s registered office. 2. Change in accounting policies The Group adopted all the new, revised or amended accounting pronouncements as issued by the IASB which were effective for the Group from 1 April 2009. The adopted accounting pronouncements, which had an impact on the Group or were reviewed for possible impact, are as follows: * IFRS 7: Financial Instruments: Disclosures (Amended) (`IFRS 7`); * IAS 1: Presentation of Financial Statements (Amended) (`IAS 1`); * IAS 23: Borrowing Costs (Revised) (`IAS 23`); * IFRIC 13: Customer Loyalty Programmes (`IFRIC 13`); and * Circular 3/2009: Headline Earnings (`Circular 3/2009`). The Group adopted the amendments to IFRS 7 retrospectively, this did not have an impact on the Group`s results. IFRIC 13 was not applied retrospectively as the prior period financial impact was immaterial. The revised IAS 23 was adopted prospectively; the change in accounting policy had no impact on the Group`s results. The adoption of Circular 3/2009 had no impact on the Group`s headline earnings. 2010 2009 2008 Rm Rm Rm Reviewed Audited Audited 3. Segment analysis External customers segment revenue1 58 535 55 442 48 334 South Africa 50 290 47 592 42 964 International 5 425 7 030 5 358 Gateway 2 801 805 - Corporate 19 15 12 EBITDA2 19 782 18 196 16 463 South Africa 18 578 16 222 14 790 International 888 1 835 1 546 Gateway 202 100 - Corporate and eliminations 114 39 127 Reconciliation of segment results EBITDA3 19 782 18 196 16 463 Depreciation, amortisation and (8 527) (4 795) (3 941) impairment losses Broad-based black economic - (1 315) - empowerment charge Net loss on disposal of property, plant and equipment and intangible assets (17) (13) (39) Other - (68) 8 Operating profit3 11 238 12 005 12 491 Net finance charges (2 272) (1 749) (424) Finance income 124 108 72 Finance costs (1 602) (1 459) (681) (Loss)/Gain on remeasurement and disposal of financial instruments3 (794) (398) 185 Loss from associate (21) (19) - Profit before tax 8 945 10 237 12 067 Taxation (4 745) (4 045) (4 109) Net profit 4 200 6 192 7 958 Total assets 41 691 47 359 34 175 South Africa 28 464 26 692 24 597 International 8 612 11 182 8 547 Gateway 3 346 8 014 - Corporate and eliminations 1 269 1 471 1 031 1 Other operating income has retrospectively been incorporated into revenue on the face of the condensed consolidated income statement. 2 The measure of segment profit changed retrospectively from management operating profit to EBITDA so as to align with practices of the Group`s parent, Vodafone. 3 The Group prospectively aligned its presentation of foreign exchange gains and losses on the revaluation of foreign denominated trading items with that of its parent by including a net gain of R192 million in operating expenses. For the prior year, the equivalent exchange net loss of R252 million (2008: R356 million net loss) is presented in `(Loss)/Gain on remeasurement and disposal of financial instruments`. 2010 2009 2008
Rm Rm Rm Reviewed Audited Audited 4. Impairment losses Impairment losses recognised are as follows: Intangible assets (3 285) (1) - Property, plant and equipment (34) (105) (30) Available-for-sale financial assets (8) (6) - carried at cost Investment in associate (43) - - (3 370) (112) (30) Included in the impairment losses is a goodwill impairment of R3 039 million, relating to the Group`s Gateway cash-generating unit, a business operation which constitutes the Group`s Gateway reportable segment, following a decrease in long term cash flow forecasts resulting from the economic downturn and an increasingly competitive environment. The remaining impairment losses are all largely due to the economic downturn and an increasingly competitive environment. 2010 2009 2008 Cents Cents Cents
Reviewed Audited Audited 5. Per share calculations 5.1 Earnings and dividends per share Basic earnings per share 282.3 409.2 525.0 Diluted earnings per share 282.0 409.2 525.0 Headline earnings per share 509.9 417.4 528.4 Diluted headline earnings per share 509.4 417.4 528.4 Dividends per share (Note 17) 110.0 349.5 399.2 Net asset value per share 985.3 1 014.7 793.5 Earnings per share calculations are based on a weighted average number of ordinary shares outstanding of 1 486 283 980 (2009 and 2008: 1 487 954 000). Diluted per share calculations are based on a weighted average number of ordinary shares outstanding of 1 487 882 875. No dilutive factors were present in 2009 and 2008. Dividends per share calculations are based on 1 487 954 000 shares for all periods presented. The net asset value per share calculation is based on 1 485 407 073 shares (2009 and 2008: 1 487 954 000). 2010 2009 2008 Rm Rm Rm
Reviewed Audited Audited 5.2 Headline earnings1 reconciliation Earnings attributable to equity shareholders for basic and diluted earnings per 4 196 6 089 7 811 share Adjusted for: Net loss on disposal of property, plant and equipment and intangible assets 17 13 39 Impairment losses (Note 4) 3 370 112 30 Other 1 - (8) 7 584 6 214 7 872 Tax impact of adjustments (5) (4) (12) Headline earnings for headline and 7 579 6 210 7 860 diluted headline earnings per share 1 This disclosure is a requirement of the JSE Limited and is not a recognised measure under IFRS. It has been calculated in accordance with Circular 3/2009 as issued by the South African Institute of Chartered Accountants. 6. Forfeitable share plan (`FSP`) The FSP which was approved by shareholders by ordinary resolution at the annual general meeting held on 31 July 2009 was implemented on 26 November 2009, with 4 722 504 shares being granted to participants. The FSP is accounted for as an equity-settled share-based payment transaction in terms of IFRS 2: Share-based Payment. 7. Reclassifications Certain items in the preliminary condensed consolidated annual financial statements were retrospectively reclassified so as to align with practices of the Group`s parent, Vodafone. The reclassifications are summarised below. 7.1 Income statement Network operational overhead expenses has been reclassified from direct costs to other operating expenses. Fixed advertising support costs has been reclassified from direct costs to marketing and advertising expenses. The share-based payment expense relating to the employee share ownership plan has been reclassified from broad-based black economic empowerment charge to staff expenses. 7.2 Statement of financial position Bonus and leave pay liabilities have been reclassified from provisions to accruals within trade and other payables. Operating lease receivables has been reclassified from lease assets to trade and other receivables. Bank overdrafts classified as financing activities in the statement of cash flows has been reclassified from bank overdrafts to borrowings. Derivative financial assets and liabilities have been reclassified from financial assets and derivative financial liabilities to trade and other receivables and trade and other payables respectively. 7.3 Statement of cash flows Dividends paid, realised net losses on remeasurement and disposal of financial instruments, finance costs paid and finance income received have been reclassified from operating activities to the activities from which they originate. 7.4 Combination of line items After a review of its consolidated annual financial statements the Group combined certain line items on the face of the income statement and statement of financial position. Full details on reclassifications will be disclosed in the Group`s annual report for the year ended 31 March 2010. 8. Related parties The Group`s related parties are its parent, joint venture, associate, pension schemes and key management including directors. In prior years Telkom SA Limited and its subsidiaries (`Telkom`) were included in related parties since Telkom SA Limited had joint control over the Group. 2010 2009 2008 Rm Rm Rm Reviewed Audited Audited 8.1 Balances with related parties Accounts receivable 197 949 828 Accounts payable (154) (325) (438) Dividends payable - (2 200) (3 190) 8.2 Transactions with related parties Revenue1 994 3 248 3 359 Direct costs1 (554) (1 111) (1 045) Other operating expenses (19) (1 354) (1 209) Dividends declared (1 064) (5 200) (5 940) 8.3 Directors` and key management personnel remuneration Compensation paid to the Group`s Board and key management personnel will be disclosed in the Group`s annual report for the year ended 31 March 2010. 1 Includes transactions with Telkom from 1 April 2009 to 18 May 2009. 2010 2009 2008 Rm Rm Rm Reviewed Audited Audited
9. Capital expenditure incurred Capital expenditure additions 6 636 6 906 5 916 including software 10. Commitments Capital expenditure contracted for but not yet incurred1 2 213 2 214 1 600 Capital expenditure approved but not yet contracted for1 6 364 9 712 8 822 Operating leases 4 070 3 534 4 571 Transmission and data lines 6 270 6 643 - Other2 1 760 2 038 2 904 1 Capital expenditure approved during the current financial year, at forecasted exchange rates, limited to R7 375 million, was translated at the closing rates as at the reporting date. 2 Other includes sport, marketing, retention incentives, activation bonuses, activation commissions, other accommodation, handset purchase and other purchase commitments. 11. Borrowings The Absa Bank Limited loan with a nominal value of R3 000 million was repaid on 10 December 2009 using cash and short term borrowings. The loan was for a term of one year and was utilised as bridge funding for the Gateway acquisition. The Group reduced its bank borrowings classified as financing activities through strong cash flow management and cost containment. 12. Contingencies 12.1 Guarantees The Group provides credit guarantees amounting to R48 million (2009: R1 810 million; 2008: R1 517 million) relating to the operations of its subsidiaries, of which none (2009: R1 735 million; 2008: R1 463 million) are included in borrowings. Vodacom (Pty) Limited provides an unlimited guarantee for bank borrowings entered into by Vodacom Group Limited. The total amount of guarantees, including bank borrowings, amounted to R3 593 million as at 31 March 2010 (2009: R4 878 million; 2008: R2 456 million), all of which are included in borrowings. 13. Customer registration 13.1 Democratic Republic of Congo (`DRC`) In terms of a ministerial decree promulgated in 2008, network operators in the DRC had to register their customers by 31 December 2009. In December 2009 a new customer registration decree was issued, which requires due process to be followed on individual customer information requests prior to penalties being imposed. Significant progress has been made to register customers and to minimise disruptions to customer acquisitions as a result of registration. 13.2 Other Vodacom Tanzania Limited and Vodacom (Pty) Limited, a South African based company, are also subject to customer registration by 30 June 2010 and 31 December 2010 respectively. The Group is making every effort to be fully compliant by the set deadlines. 14. Interconnect rates The Group`s South African operation has as a result of bilateral negotiations with the other mobile operators agreed to reduce the peak interconnect rates from R1.25 to R0.89 with effect from 1 March 2010. The R0.77 off-peak rate remained unchanged. On 16 April 2010, the Independent Communications Authority of South Africa (`ICASA`) published draft regulations in which it proposes to reduce the rates to R0.65 in July 2010, R0.55 in July 2011 and R0.40 in July 2012. The Group will actively participate in the ICASA public consultation process on the draft regulations. 15. Code of conduct on the sale, lease, rental or subsidisation of subscriber equipment (`draft Code`) In December 2009, ICASA published a draft Code, the purpose of which is to foster transparency, promote consumer rights and sets out minimum standards to be adhered to by licensees. The draft Code is also applicable to licensees` agents and resellers. It is anticipated that the draft Code will be finalised within the next financial year. 16. Arbitration Vodacom International Limited (`VIL`) filed a request for arbitration against Congolese Wireless Network s.p.r.l. (`CWN`) on 7 April 2010. VIL is seeking, inter alia, as a provisional measure the appointment of an ad hoc trustee with the mandate to represent CWN at an extraordinary shareholders` meeting in order to vote, in accordance with the corporate interest of Vodacom Congo (RDC) s.p.r.l. on certain resolutions. In addition, VIL has reserved its right to claim damages. 17. Events after the reporting period The Board is not aware of any matter or circumstance arising since the end of the reporting period, not otherwise dealt with herein, which significantly affects the financial position of the Group or the results of its operations or cash flows for the period, other than the following: 17.1 Final dividend declared A final dividend of R2 599 million for the year ended 31 March 2010 was declared after the reporting date and not recognised as a liability. The secondary tax on companies payable on this dividend amounts to R260 million. Declaration of final dividend No. 2 Notice is hereby given that final dividend number 2 of 175 cents per ordinary share in respect of financial year end 31 March 2010 has been declared, payable on Monday 5 July 2010 to shareholders recorded in the register at the close of business on Friday 2 July 2010: Last day to trade shares cum dividend Friday 25 June 2010 Shares commence trading ex dividend Monday 28 June 2010 Record date Friday 2 July 2010 Payment date Monday 5 July 2010 Share certificates may not be dematerialised nor rematerialised between Monday 28 June 2010 and Friday 2 July 2010. On Monday 5 July 2010, the final dividend will be electronically transferred into the bank accounts of all certificated shareholders where this facility is available. Where electronic funds transfer is not available, cheques will be dated and posted on Monday 5 July 2010. Shareholders who hold dematerialised shares will have their accounts at their CSDP or broker credited on Monday 5 July 2010. Annual general meetingThe annual general meeting of Vodacom Group Limited will be held at Bytes Conference Centre, Midrand on Friday 30 July 2010 at 11:00. Forward-looking statements This announcement which sets out the year end results for Vodacom Group Limited for the year ended 31 March 2010 contains `forward-looking statements` with respect to the Group`s financial condition, results of operations and businesses and certain of the Group`s plans and objectives. In particular, such forward- looking statements include statements relating to: the Group`s future performance; future capital expenditures, acquisitions, divestitures, expenses, revenues, financial conditions, dividend policy, and future prospects; business and management strategies relating to the expansion and growth of the Group; the effects of regulation of the Group`s businesses by governments in the countries in which it operates; the Group`s expectations as to the launch and roll out dates for products, services or technologies; expectations regarding the operating environment and market conditions; growth in customers and usage; and the rate of dividend growth by the Group. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as `will`, `anticipates`, `aims`, `could`, `may`, `should`, `expects`, `believes`, `intends`, `plans` or `targets`. By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future, involve known and unknown risks, uncertainties and other facts or factors which may cause the actual results, performance or achievements of the Group, or its industry to be materially different from any results, performance or achievement expressed or implied by such forward-looking statements. Forward-looking statements are not guarantees of future performance and are based on assumptions regarding the Group`s present and future business strategies and the environments in which it operates now and in the future. Corporate Information Directors MP Moyo (Chairman), PJ Uys (CEO), MS Aziz Joosub, P Bertoluzzo1, TA Boardman, M Joseph2, M Lundal3, P Malabie, PJ Moleketi, T Mokgosi-Mwantembe, RAW Schellekens4, RA Shuter, RC Snow5 Alternate directors TJ Harrabin5, HM Mahmoud6 Company secretary: SF Linford Registered office Vodacom Corporate Park, 082 Vodacom Boulevard, Vodavalley, Midrand 1685 (Private Bag X9904, Sandton 2146) Transfer secretary Computershare Investor Services (Pty) Limited (Registration number: 2004/003647/07) 70 Marshall Street, Johannesburg 2001 (PO Box 61051, Marshalltown 2107) 1 Italian 2 American 3 Norwegian 4 Dutch 5 British 6 Egyptian www.vodacom.com Date: 17/05/2010 07:30:01 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. 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.