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Nampak Limited - Restatement Of Financial Information Under IFRS

Release Date: 20/02/2006 14:33
Code(s): NPK
Wrap Text

Nampak Limited - Restatement Of Financial Information Under IFRS Nampak Limited Registration number 1968/008070/06) Incorporated in the Republic of South Africa) Share Code: NPK & ISIN: ZAE000071676 Restatement of financial information for the year ended 30 September 2005 and the six months ended 31 March 2005 under International Financial Reporting Standards ("IFRS") Introduction For the year ended 30 September 2005, Nampak Limited ("the group") prepared its financial statements in terms of South African Statements of Generally Accepted Accounting Practice ("SA GAAP"). In accordance with the JSE Limited Listing requirements, the group will be required to prepare its consolidated financial statements for the year ending 30 September 2006 in accordance with IFRS. The requirement applies to financial reporting for all companies with listed securities for financial periods beginning on or after 1 January 2005 and, consequently, the first published IFRS results will be for the interim results for the six months ending 31 March 2006. The group"s first published financial statements under IFRS will be for the year ending 30 September 2006. Basis of presentation The financial information has been prepared in accordance with IFRS statements that are currently effective together with expected amendments. This may differ from IFRS in effect at 30 September 2006, as a result of the ongoing review and possible amendment by interpretive guidance from the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC), and may therefore be subject to change. There have been no material adjustments to the cash flow statement in respect of cash utilised by operating activities, cash flow from investing activities and cash flows from financing activities as a result of the adoption of IFRS. Transitional arrangements The date of transition of IFRS for the group is 1 October 2004 and in terms of IFRS 1 - First-time Adoption of International Financial Reporting Standards ("IFRS1"), the group"s opening balance sheet at 1 October 2004 has been restated to reflect all existing IFRS statements expected to be applicable at 30 September 2006. The key principle of IFRS 1 is full retrospective application of IFRS. This statement however provides exemptions from retrospective application in certain instances due to cost and practical considerations. The group"s transitional elections are set out below: 8Cumulative foreign currency translation adjustment: The group has elected that the cumulative translation differences for all foreign operations are deemed to be zero at the transition date and transferred to opening accumulated profit. * Employee benefits: The group has elected to recognise all cumulative actuarial gains and losses on defined benefit funds in equity at the transition date. * Property, plant and equipment: The group has elected to measure certain individual items of property, plant and equipment as fair value at the transition date, hence fair value is deemed to be cost at that date. * Business combinations: The group has elected not to retrospectively apply the requirements of IFRS 3 for business combinations that occurred prior to 1 October 2004. As a result, the carrying amount of goodwill is the depreciated amount on 1 October 2004 and previously amortised goodwill and goodwill eliminated against reserves are not re-instated. * Share-based payments: The group has elected not to apply the provisions of IFRS 2 - Share-based payments to equity-settled awards granted on or before 7 November 2002, or to awards granted after that date but which had vested prior to 1 January 2005. * Other: The group has elected not to restate comparative information in respect of IFRS 4 - Insurance contracts, IAS 32 - Financial Instruments - Disclosure and Presentation (amended), IAS 39 - Financial Instruments - Recognition and Measurement (amended) and IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations. Significant adjustments The impact of the significant adjustments, net of the applicable tax impact, as shown in the following tables: * reconciliation of assets, liabilities and equity, * reconciliation of the income statement, and * reconciliation of changes in shareholders" equity are summarised below: IFRS restatements Note 1: Property, plant and equipment In terms of the transitional election made in terms of IFRS1, certain items of plant and equipment were recognised at revalued amounts, being the fair value at the date of transition. The fair value is deemed to be the cost of the assets. In subsequent periods, the items will be stated at cost less accumulated depreciation and impairment losses. In line with the changes to IAS16 - Property, plant and equipment (revised), items for which the election in terms of IFRS1 was not made, were restated in terms of IAS 16. The most significant adjustments were as follows: * Componentisation: Where significant components of an item of property, plant and equipment have significant different useful lives or residual values, those components are accounted for as separate items of property, plant and equipment. Previously, all parts of an item of property, plant and equipment were depreciated at the same rate. * Reassessment of residual values: In calculating the depreciation charge the group has reduced the depreciable amount of its assets in each period by its estimated residual value. Previously, the estimated residual value was fixed on recognition of the asset and was not subject to reassessment. The group now reassesses the residual values of its property, plant and equipment annually. The continuous reassessment of the residual value typically leads to a change in depreciation charges annually. Depreciation continues when the asset is idle. Depreciation ceases when the carrying amount of an asset equals its residual value. * Assessment of useful lives: The group has reassessed the useful lives of all its property, plant and equipment. In instances where items of property, plant and equipment were fully depreciated, these assets have now been reinstated to reflect their appropriate carrying values. * Subsequent costs: The group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing a part of such item when that cost is incurred if it is probable that the future economic benefits embodied in the item will flow to the group and the cost of the item can be measured reliably. All other costs are recognised in the income statement as an expense when incurred. Certain strategic spares previously classified as inventory, have been reclassified to plant and equipment where it is estimated that the individual component has a useful life of longer than one year. Note 2: Post-employment benefits Previously the group elected to use the corridor method of recognition of actuarial gains and losses. Only cumulative gains or losses in excess of 10% of the surplus or deficit in the funds were amortised in the income statement. Cumulative gains or losses inside the corridor were carried on the balance sheet and recognised over the expected remaining working lives of employees. In terms of IFRS 1 the group has elected to eliminate the pension fund corridor against opening accumulated profits at the transition date. The group has also elected to early adopt IAS 19 - Amendment to IAS 19: Employee Benefits - Actuarial Gains and Losses, Group Plans and Disclosures, which allows for future actuarial gains or losses on defined benefit funds to be taken directly to equity. The recognition of the actuarial gains or losses in the opening balance sheet has had an impact on certain of the curtailment gains or losses recognised in terms of SA GAAP for the year ended 30 September 2005. Note 3: Share-based payments The group grants share options to employees in terms of employee share incentive schemes. Other than costs incurred in administering the schemes, which were expensed as incurred, the schemes did not result in any expense in the income statement, but rather a dilution in earnings per share when the shares were issued. In accordance with the transitional provisions of IFRS 2 - Share-based Payments, the group now recognises an expense in the income statement (for options issued after 7 November 2002, which options have not yet vested at the transitional date), with a corresponding credit to equity, representing the fair value of employee share options granted, recognised on a straight-line basis over the vesting period of the options. Following the issue of international interpretation IFRIC 8 - Scope of IFRS 2, the group is extending the scope of IFRS 2 to include the group"s black economic empowerment initiative. The statement is applicable to share based payments that have not vested by 1 January 2005 and, as a result, the ownership of shares allocated to black managers are amortised over the vesting period. The fair value of shares granted to employees in terms of the Nampak Employee Share Trust ("NEST") and the fair value of the shares issued at par to Red Coral Investments 23 (Proprietary) Limited, has been expensed in the restated IFRS income statement. These are one off expenses. SA GAAP restatements Note 4: Reclassification of associates Following the review of the agreements, some of the group"s investments, previously classified as joint venture companies, were reclassified to associate companies, as the agreements did not meet the criteria of joint control as per IAS31 - Interests in joint ventures. These investments were previously proportionately consolidated. The balance sheets and income statements have been restated to account for these investments on the equity method. This reclassification had no effect on attributable earnings or headline earnings per share. Note 5: Operating leases Circular 7/2005 was issued by SAICA on 2 August 2005, providing clarification on the interpretation of IAS17 - Leases. As a result, leases are now recognised as an expense on a straight-line basis over the lease term. Previously lease expenses were recognised on a basis which reflected the cash flows during that period. The results for March 2005 have been restated to take into account the effect of this change. The September 2005 results and comparatives have been restated in previous published results. Audit opinion The 31 March 2005 restatements are unaudited. The restatements of financial information for the opening IFRS balance sheet as at 1 October 2004, the IFRS balance sheet and income statement as at and for the year ended 30 September 2005 have been audited by the group"s auditors, Deloitte & Touche and their audit opinion is available for inspection at the group"s registered office. Their report includes an emphasis of matter that amendments to the interpretive guidance issued by the IASB, between the date of this announcement and the finalisation of the financial statements for the year ending 30 September 2006, may result in changes to the restatements published. They further note that the scope of the audit engagement did not include the presentation and disclosure of the IFRS financial information in a set of consolidated annual financial statements and was limited to the recognition and measurement requirements of IFRS and the disclosures of the conversion information as required by IFRS 1. Group Income Statement Restated in accordance with IFRS Audited Unaudited year ended 6 months ended
30 September 31 March 2005 2005 Rm Rm Revenue 15 481.1 7 909.6 Profit before abnormal items 1 311.0 733.6 Abnormal items (63.8) 217.0 Profit from operations 1 247.2 950.6 Finance costs (200.6) (105.2) Finance income 93.2 53.5 Income from investments 33.8 3.5 Share of profit of associates 4.1 15.3 Profit before tax 1 177.7 917.7 Income tax 519.4 308.4 Profit for the period 658.3 609.3 Attributable to: Equity holders of the company 654.5 606.1 Minority interest 3.8 3.2 658.3 609.3 Number of ordinary shares in issue 707 171 645 126 (000) 641 888 641 316 Weighted average number of ordinary 638 262 638 155 shares on which headline earnings and basic earnings per share are based (000) Weighted average number of ordinary 642 385 642 670 shares on which diluted headline earnings and diluted basic earnings per share are based (000) Basic earnings per share (cents) 102.5 95.0 Dividend per share (cents) 83.6 27.0 Fully diluted earnings per share 101.9 94.3 (cents) Determination of headline earnings Headline earnings per ordinary share 88.5 74.8 (cents) Fully diluted headline earnings per 87.9 74.2 share (cents) Profit attributable to ordinary 654.5 606.1 shareholders for the period Less: preference dividend (0.1) - Adjusted for: Impairment losses 205.0 113.3 Reversal of impairment losses (5.0) - Net loss/(profit) on disposal of 26.6 (0.4) businesses Net profit on disposal of property, (410.3) (344.5) plant and equipment Pension fund curtailment gain on (17.6) (8.8) disposal of business Write off of due diligence costs 5.7 - Tax effects 105.8 111.4 Headline earnings for the period 564.6 477.1 Analysis of abnormal items Retrenchment costs 104.9 19.4 Restructuring costs 45.1 2.4 Impairment losses on goodwill, plant 205.0 113.3 and equipment Reversal of impairment losses on plant (5.0) - and equipment Net profit on disposal of property (397.5) (340.9) Net loss/(profit) on disposal of 26.6 (0.4) businesses Pension fund curtailment gain on (17.6) (8.8) disposal of business Net monetary adjustment - 2.2 (3.3) hyper-inflation Financial instruments fair value 9.8 1.1 adjustment FEC costs on plant and equipment 0.7 0.2 Pension fund curtailment gain on (70.2) - restructure Share based payment expense on BEE 219.5 - transaction* Change in estimates - provisions (59.7) - 63.8 (217.0)
*This is a once off expense relating to the BEE transaction Group Balance Sheet Restated in accordance with Audited Unaudited Audited IFRS 30 September 31 March 01 October 2005 2005 2004 Rm Rm Rm
Assets Non-current assets 6 095.9 6 305.6 6 521.1 Property, plant and 4 819.5 4 960.6 5 109.3 equipment Goodwill and other 1 062.3 1 076.7 1 243.5 intangibles Non-current financial 206.5 266.6 158.8 assets and associates Deferred tax assets 7.6 1.7 9.5 Current assets 5 186.8 4 890.3 5 446.6 Inventories 2 001.8 1 941.8 1 998.5 Trade and other receivables 2 504.1 2 417.1 2 651.0 Tax assets 60.7 3.2 111.4 Bank balances, deposits and 620.2 528.2 685.7 cash Total assets 11 282.7 11 195.9 11 967.7 Equity and liabilities Total equity 5 654.8 5 763.6 5 734.4 Capital reserves 2 156.6 1 940.8 2 046.3 Other reserves (296.3) (102.8) 73.9 Accumulated profits 3 762.1 3 889.0 3 578.0 Equity attributable to 5 622.4 5 727.0 5 698.2 equity holders of the parent Minority interest 32.4 36.6 36.2 Non-current liabilities 2 154.4 1 857.5 2 239.9 Interest bearing debt 929.7 690.8 1 090.8 Retirement benefit 540.7 621.2 606.8 obligation Non-current financial 26.7 23.6 26.6 liabilities Deferred tax liabilities 657.3 521.9 515.7 Current liabilities 3 473.5 3 574.8 3 993.4 Trade, other payables and 3 002.0 2 325.1 2 972.5 provisions Interest bearing debt 279.3 1 051.1 749.8 Tax liabilities 192.2 198.6 271.1 Total equity and 11 282.7 11 195.9 11 967.7 liabilities Additional balance sheet disclosures Total borrowings: total 21% 30% 32% shareholders" funds Net borrowings/(cash): 10% 21% 20% total shareholders" funds Total liabilities: total 99% 102% 108% shareholders" funds Net worth per ordinary 876 893 890 share (cents) calculated on number of ordinary shares in issue - net of treasury shares of 641 887 632 (2004: 641 574 291) Tangible net worth per 710 725 694 ordinary share (cents) calculated on number of ordinary shares in issue - net of treasury shares of 641 887 632 (2004: 641 574 291) Statement of Recognised Income and Expense Prepared in accordance with IFRS Audited Unaudited Year ended 6 months ended
30 September 31 March 2005 2005 Rm Rm Exchange differences on translation of (102.9) (10.4) foreign operations Net actuarial (losses)/gains taken to (33.5) 2.4 equity (net of tax) Hyper-inflation capital adjustment (89.7) (19.6) Net expense recognised directly in (226.1) (27.6) equity Transfer to profit or loss from equity 1.4 1.3 on cash flow hedges Profit for the period 658.4 609.3 Total recognised income and expense 433.7 583.0 for the period Attributable to: Equity holders of the parent 433.0 579.0 Minority interest 0.7 4.0 433.7 583.0 Abridged Group Cash Flow Statement Restated in accordance with IFRS Audited Unaudited Year ended 6 months ended 30 September 31 March
2005 2005 Rm Rm Cash generated from operations 1 911.3 651.4 Net interest paid (100.3) 53.5 Income from investments 37.4 3.5 Tax paid (418.7) (276.0) Replacement capital expenditure (331.7) (199.1) Cash flows from operations 1 098.0 233.3 Dividends paid (536.1) (363.5) Net cash inflow/(outflow) from 561.9 (130.2) operating activities Net cash inflow from investing 168.2 279.5 activities Net cash inflow before financing 730.1 149.3 activities Net cash outflow from financing (306.4) (505.6) activities Net increase/(decrease) in cash and 423.7 (356.3) cash equivalents Cash and cash equivalents at beginning (38.9) (38.9) of period Translation of cash in foreign (20.0) (2.1) subsidiaries Cash and cash equivalents at end of 364.8 (397.3) period Segmental Analysis Restated in accordance with IFRS Revenue Profit from operations
Audited Unaudited Audited Unaudited Year ended 6 months Year ended 6 months ended ended 30 September 31 March 30 September 31 March
2005 2005 2005 2005 Rm Rm Rm Rm Metals and Glass Africa 4 488.0 2 294.5 636.8 362.1 Paper Africa 4 700.9 2 465.7 225.8 123.2 Europe 2 585.1 1 309.5 (120.1) (77.6) Plastics Africa 2 660.5 1 337.7 175.3 109.9 Europe 1 073.5 508.6 448.6 372.4 Group Services Africa - - (195.7) 42.3 Europe 172.3 89.3 76.5 18.3 Intergroup (199.2) (95.7) - - eliminations TOTAL 15 481.1 7 909.6 1 247.2 950.6 Reconciliation of the Income Statement Profit attributable to equity holders of parent Audited Unaudited
Year ended 6 months ended 30 September 31 March 2005 2005 Notes Rm Rm
As previously reported 781.1 494.1 Adjustments for: IFRS restatements Property, plant and equipment 1 (20.2) (2.6) Share based payments 2 (225.1) (2.6) Post employment benefits 3 111.8 110.3 Deferred tax rate adjustment 6.9 6.9 As reported under IFRS 654.5 606.1 Reconciliation of Assets, Liabilities and Equity Assets Audited Unaudited Audited 30 September 31 March 01 October
2005 2005 2004 Notes Rm Rm Rm As previously 10 436.2 10 389.9 11 185.6 reported Adjustments for: IFRS restatements Property, plant and 1 871.6 878.7 970.6 equipment Post employment 3 - - (107.1) benefits SA GAAP restatements Reclassifications of 4 (25.1) (72.7) (81.4) associates Operating leases 5 - - - As reported under 11 282.7 11 195.9 11 967.7 IFRS Liabilities Audited Unaudited Audited 30 September 31 March 01 October 2005 2005 2004
Notes Rm Rm Rm As previously 5 171.2 5 045.4 5 769.7 reported Adjustments for: IFRS restatements Property, plant and 1 255.3 247.0 340.7 equipment Post employment 3 226.5 195.9 204.3 benefits SA GAAP restatements Reclassifications of 4 (25.1) (72.7) (81.4) associates Operating leases 5 - 16.7 - As reported under 5 627.9 5 432.3 6 233.3 IFRS Equity
Audited Unaudited Audited 30 September 31 March 01 October 2005 2005 2004 Notes Rm Rm Rm
As previously 5 265.0 5 344.5 5 415.9 reported Adjustments for: IFRS restatements Property, plant and 1 616.3 631.7 629.9 equipment Post employment 3 (226.5) (195.9) (311.4) benefits SA GAAP restatements Reclassifications of 4 - - - associates Operating leases 5 - (16.7) - As reported under 5 654.8 5 763.6 5 734.4 IFRS Reconciliation of Changes in Shareholders" Equity Capital Reserves Share Share Treasury capital premium shares Notes Rm Rm Rm At 1 October 2004 As previously reported 33.1 2 009.8 (0.5) Adjustments for: IFRS restatements Property, plant and equipment 1 - - - Share based payments 2 - - - Post employment benefits 3 - - - Foreign currency translation 4 - - - reserve As reported under IFRS 33.1 2 009.8 (0.5) At 31 March 2005 As previously reported 33.3 2 053.5 (152.5) Adjustments for: IFRS restatements Property, plant and equipment 1 - - - Share based payments 2 - - - Post employment benefits 3 - - - Foreign currency translation 4 - - - reserve SA GAAP restatements Operating leases 5 - - - As reported under IFRS 33.3 2 053.5 (152.5) At 30 September 2005 As previously reported 36.0 2 596.7 (705.1) Adjustments for: IFRS restatements Property, plant and equipment 1 - - - Share based payments 2 - - - Post employment benefits 3 - - - Foreign currency translation 4 - - - reserve As reported under IFRS 36.0 2 596.7 (705.1) Foreign
Share currency option translation reserve reserve Notes Rm Rm
At 1 October 2004 As previously reported - (320.8) Adjustments for: IFRS restatements Property, plant and equipment 1 - - Share based payments 2 3.9 - Post employment benefits 3 - - Foreign currency translation reserve 4 - 320.8 As reported under IFRS 3.9 - At 31 March 2005 As previously reported - (482.4) Adjustments for: IFRS restatements Property, plant and equipment 1 - 0.8 Share based payments 2 6.5 - Post employment benefits 3 - - Foreign currency translation reserve 4 - 320.8 SA GAAP restatements Operating leases 5 - - As reported under IFRS 6.5 (160.8) At 30 September 2005 As previously reported - (579.7) Adjustments for: IFRS restatements Property, plant and equipment 1 - 4.9 Share based payments 2 229.0 - Post employment benefits 3 - 3.8 Foreign currency translation reserve 4 - 320.8 As reported under IFRS 229.0 (250.2) Other Reserves Hyper inflation Financial capital instruments
adjustment hedging Notes Rm Rm At 1 October 2004 As previously reported 72.6 (1.6) Adjustments for: IFRS restatements Property, plant and equipment 1 2.7 - Share based payments 2 - - Post employment benefits 3 - - Foreign currency translation 4 reserve As reported under IFRS 75.3 (1.6) At 31 March 2005 As previously reported 53.5 (0.3) Adjustments for: IFRS restatements Property, plant and equipment 1 2.2 - Share based payments 2 - - Post employment benefits 3 - - Foreign currency translation 4 - - reserve SA GAAP restatements Operating leases 5 As reported under IFRS 55.7 (0.3) At 30 September 2005 As previously reported (15.1) (0.2) Adjustments for: IFRS restatements Property, plant and equipment 1 0.7 - Share based payments 2 - - Post employment benefits 3 - - Foreign currency translation 4 - - reserve As reported under IFRS (14.4) (0.2) Share of non- Recognised distributable
actuarial reserves in (losses)/gains associate Notes Rm Rm At 1 October 2004 As previously reported - - Adjustments for: IFRS restatements Property, plant and equipment 1 - - Share based payments 2 - - Post employment benefits 3 - - Foreign currency translation reserve 4 - - As reported under IFRS - - At 31 March 2005 As previously reported - - Adjustments for: IFRS restatements Property, plant and equipment 1 - - Share based payments 2 - - Post employment benefits 3 2.4 - Foreign currency translation reserve 4 - - SA GAAP restatements Operating leases 5 As reported under IFRS 2.4 - At 30 September 2005 As previously reported - 1.8 Adjustments for: IFRS restatements Property, plant and equipment 1 - - Share based payments 2 - - Post employment benefits 3 (33.5) - Foreign currency translation reserve 4 - - As reported under IFRS (33.5) 1.8 Accumulated Total attributable profits equity holders of parent
Other Notes Rm Rm Rm At 1 October 2004 As previously reported 0.2 3 590.3 5 383.1 Adjustments for: IFRS restatements Property, plant and equipment 1 - 623.8 626.5 Share based payments 2 - (3.9) - Post employment benefits 3 - (311.4) (311.4) Foreign currency translation 4 - (320.8) - reserve As reported under IFRS 0.2 3 578.0 5 698.2 At 31 March 2005 As previously reported 0.2 3 805.8 5 311.1 Adjustments for: IFRS restatements Property, plant and equipment 1 - 625.5 628.5 Share based payments 2 - (6.5) - Post employment benefits 3 - (198.3) (195.9) Foreign currency translation 4 - (320.8) - reserve SA GAAP restatements - Operating leases 5 (16.7) (16.7) As reported under IFRS 0.2 3 889.0 5 727.0 At 30 September 2005 As previously reported 0.2 3 901.0 5 235.6 Adjustments for: IFRS restatements Property, plant and equipment 1 - 607.7 613.3 Share based payments 2 - (229.0) - Post employment benefits 3 - (196.8) (226.5) Foreign currency translation reserve 4 - (320.8) - As reported under IFRS 0.2 3 762.1 5 622.4 Minority Total equity interest Notes Rm Rm
At 1 October 2004 As previously reported 32.8 5 415.9 Adjustments for: IFRS restatements Property, plant and equipment 1 3.4 629.9 Share based payments 2 - - Post employment benefits 3 - (311.4) Foreign currency translation 4 - - reserve As reported under IFRS 36.2 5 734.4 At 31 March 2005 As previously reported 33.4 5 344.5 Adjustments for: IFRS restatements Property, plant and equipment 1 3.2 631.7 Share based payments 2 - - Post employment benefits 3 - (195.9) Foreign currency translation 4 - - reserve SA GAAP restatements Operating leases 5 - (16.7) As reported under IFRS 36.6 5 763.6 At 30 September 2005 As previously reported 29.4 5 265.0 Adjustments for: IFRS restatements Property, plant and equipment 1 3.0 616.3 Share based payments 2 - - Post employment benefits 3 - (226.5) Foreign currency translation 4 - - reserve As reported under IFRS 32.4 5 654.8 Non-executive directors: T Evans (Chairman), PL Campbell*, DA Hawton*, MM Katz*, RJ KhozaKM Mokoape*, ML Ndlovu*, MH Visser*, RA Williams* *Independent Executive directors: GE Bortolan (Chief Executive Officer), N Cumming, TN Jacobs, AS Lang (British) Secretary: NP O"Brien Registered office: Nampak Centre 114 Dennis Road Atholl Gardens Sandton 2196 South Africa (PO Box 784324 Sandton 2146, South Africa) Telephone +27 11 719 6300 Share registrars: Computershare Investor Services 2004 (Pty) Limited 70 Marshall Street Johannesburg 2001 South Africa (PO Box 61051 Marshalltown 2107, South Africa) Telephone +27 11 370 5000 Sponsor: UBS South Africa (Pty) Limited Website: www.nampak.com Date: 20/02/2006 02:33:22 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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