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REM - Remgro Limited - Audited consolidated results for the fifteen months
ended 30 June 2011 and cash dividend declaration
Remgro Limited
(Incorporated in the Republic of South Africa)
Registration number 1968/006415/06
ISIN ZAE000026480
Share code REM
AUDITED CONSOLIDATED RESULTS FOR THE FIFTEEN MONTHS ENDED 30 JUNE 2011 AND
CASH DIVIDEND DECLARATION
Salient features
- Change in financial year-end from 31 March to 30 June - Growth in headline
earnings and dividend per share therefore not comparable
- Ordinary dividend per share: +50.2%
- Headline earnings per share: +56.8%
- Intrinsic value per share at 30 June: R135.97
Abridged consolidated statement of financial position
30 June 31 March
2011 2010
R`m R`m
Assets
Non-current assets
Property, plant and equipment 3 098 3 050
Biological agricultural assets 131 157
Investment properties 41 34
Intangible assets 327 361
Investments - Associated companies 34 920 28 052
- Joint ventures 252 55
- Other 6 059 6 644
Retirement benefits 149 121
Loans 139 108
Deferred taxation 7 6
45 123 38 588
Current assets 10 864 9 470
Inventories 1 476 1 048
Biological agricultural assets 445 423
Debtors and short-term loans 1 968 1 941
Investments in money market funds 1 725 1 812
Cash and cash equivalents 4 315 3 827
Other current assets 171 187
10 100 9 238
Assets held for sale 764 232
Total assets 55 987 48 058
Equity and liabilities
Issued capital 3 605 3 722
Reserves 48 170 39 837
Treasury shares (216) (255)
Shareholders` equity 51 559 43 304
Non-controlling interest 771 779
Total equity 52 330 44 083
Non-current liabilities 1 481 1 517
Retirement benefits 238 180
Long-term loans 154 175
Deferred taxation 1 089 1 162
Current liabilities 2 176 2 458
Trade and other payables 2 160 2 292
Short-term loans 3 146
Other current liabilities 13 20
Total equity and liabilities 55 987 48 058
Net asset value per share (Rand)
- At book value R100.37 R84.38
- At intrinsic value R135.97 R121.64
Abridged consolidated income statement
Fifteen Twelve
months months
ended ended
30 June 31 March
2011 2010
R`m R`m
Sales 14 955 11 849
Inventory expenses (9 015) (7 099)
Staff costs (2 729) (1 939)
Depreciation (387) (290)
Other net operating expenses (2 160) (1 680)
Trading profit 664 841
Dividend income 155 116
Interest received 205 146
Finance costs (35) (59)
Negative goodwill 112 -
Net impairment of investments, loans, assets and (68) (179)
goodwill
Profit/(loss) on sale of investments 2 283 (9)
Consolidated profit before tax 3 316 856
Taxation (480) (309)
Consolidated profit after tax 2 836 547
Share of after-tax profit of associated companies 8 112 2 619
and joint ventures
Net profit for the period 10 948 3 166
Attributable to:
Equity holders 10 841 3 060
Non-controlling interest 107 106
10 948 3 166
Associated companies and joint ventures
Share of after-tax profit of associated companies
and joint ventures
Profit before taking into account impairments, 7 624 3 952
non-recurring and capital items
Net impairment of investments, assets and (102) (118)
goodwill
Profit on the sale of investments 2 759 41
Other non-recurring and capital items 389 (46)
Profit before tax and non-controlling interest 10 670 3 829
Taxation (2 010) (981)
Non-controlling interest (548) (229)
8 112 2 619
Reconciliation of headline earnings
Fifteen Twelve
months months
ended ended
30 June 31 March
2011 2010
R`m R`m
Net profit for the period attributable to equity 10 841 3 060
holders
Plus/(minus):
- Negative goodwill (112) -
- Net impairment of associates and joint ventures (14) 117
- Net impairment of other investments - 32
- Impairment of property, plant and equipment 40 4
- Impairment of intangible assets - 26
- (Profit)/loss on sale of associates and joint (2 312) 13
ventures
- (Profit)/loss on sale of other investments 54 (4)
- Profit on sale of subsidiary company (25) -
- Net (surplus)/loss on disposal of property, 1 (4)
plant and equipment
- Non-headline earnings items included in equity (3 122) 123
accounted earnings of
associated companies and joint ventures
- Net surplus on disposal of property, plant and (76) -
equipment
- Profit on the sale of investments (2 759) (41)
- Net impairment of investments, assets and 102 118
goodwill
- Other non-recurring and capital items (389) 46
- Taxation effect of adjustments 165 (10)
- Non-controlling interest 39 (2)
Headline earnings 5 555 3 355
Earnings and dividends
Fifteen Twelve
months months
ended ended
30 June 31 March
2011 2010
Cents Cents
Headline earnings per share
- Basic 1 082.4 690.1
- Diluted 1 050.4 676.4
Earnings per share
- Basic 2 112.4 629.4
- Diluted 2 072.3 616.3
Dividends per share
Ordinary 314.00 209.00
- Interim 101.00 84.00
- Final 213.00 125.00
Abridged consolidated statement of comprehensive income
Fifteen Twelve
months months
ended ended
30 June 31 March
2011 2010
R`m R`m
Net profit for the period 10 948 3 166
Other comprehensive income, net of tax (1 361) (640)
Exchange rate adjustments (244) (1 216)
Fair value adjustments for the period (807) 1 421
Deferred taxation on fair value adjustments 145 (219)
Realisation of reserves previously deferred in (14) (6)
equity
Change in reserves of associated companies and (441) (620)
joint ventures
Total comprehensive income for the period 9 587 2 526
Total comprehensive income attributable to:
Equity holders 9 480 2 420
Non-controlling interest 107 106
9 587 2 526
Abridged consolidated statement of changes in equity
Fifteen Twelve
months months
ended ended
30 June 31 March
2011 2010
R`m R`m
Balance at the beginning of the period 44 083 38 787
Total comprehensive income for the period 9 587 2 526
Dividends paid (1 220) (1 006)
Capital invested by minorities 14 10
Other movements (81) 2
Long-term share incentive scheme reserve 64 50
Unbundling of investment (117) -
Shares issued - 3 714
Balance at the end of the period 52 330 44 083
Abridged consolidated statement of cash flows
Fifteen Twelve
months months
ended ended
30 June 31 March
2011 2010
R`m R`m
Cash generated from operations 381 1 004
Taxation paid (407) (144)
Dividends received 2 563 1 444
Cash available from operating activities 2 537 2 304
Dividends paid (1 220) (1 006)
Net cash inflow from operating activities 1 317 1 298
Investing activities (758) (1 147)
Financing activities 87 (5)
Net increase in cash and cash equivalents 646 146
(Increase)/decrease in money market funds 87 (234)
Exchange rate loss on foreign cash (159) (1 190)
Cash and cash equivalents at the beginning of the 3 741 5 019
period
Cash and cash equivalents at the end of the 4 315 3 741
period
Cash and cash equivalents - per statement of 4 315 3 827
financial position
Bank overdraft - (86)
Additional information
30 June 31 March
2011 2010
Number of shares in issue
- Ordinary shares of 1 cent each 481 106 370 481 106 370
Issued at the beginning of the period 481 106 370 439 479 751
Issued during the period - 41 626 619
- Unlisted B ordinary shares of 10 cents each 35 506 352 35 506 352
Total number of shares in issue 516 612 722 516 612 722
Number of shares held in treasury
- Ordinary shares repurchased and held in (2 918 266) (3 424 044)
treasury
513 694 456 513 188 678
Weighted number of shares 513 209 003 486 152 822
In determining earnings per share and headline earnings per
share the weighted number of shares was taken into account.
30 June 31 March
2011 2010
R`m R`m
Listed investments
Associated
- Book value 23 380 17 235
- Market value 32 086 28 480
Other
- Book value 5 482 6 357
- Market value 5 482 6 357
Unlisted investments
Associated
- Book value 11 540 10 817
- Directors` valuation 19 695 17 720
Joint ventures
- Book value 252 55
- Directors` valuation 250 55
Other
- Book value 577 287
- Directors` valuation 577 287
Additions to and replacement of property, plant 612 424
and equipment
Capital and investment commitments 1 693 882
(Including amounts authorised, but not yet
contracted for)
Guarantees and contingent liabilities* 2 472 389
Dividends received from associated companies and 8 305 1 222
joint ventures set off against investments (the
2011 amount includes the MMI and RMI Holdings
unbundling dividends amounting to R6 174 million)
*The increase in guarantees and contingent liabilities since
31 March 2010 relates mainly to two tax assessments received
from SARS during the period under review. One of the
assessments amounting to R906 million relates to the buyback
and cancellation of treasury shares, while the second
assessment amounting to R699 million was issued in connection
with the disposal of investments (both amounts include
interest). Based on legal opinion received, the assessments
are being disputed.
Comments
1. Change in financial year-end
During the period under review the financial year-end of the
Company was changed from 31 March to 30 June, with effect from
the current financial year. The rationale for the change was
to comply with the revised International Auditing Standard 600
(ISA 600), as fully set out in the announcement released on
SENS on 16 March 2011.
As a result of the change in year-end and in order to comply
with the JSE Listings Requirements, Remgro published and
distributed a second set of interim results to shareholders
for the twelve-month period ended 31 March 2011, during June
2011. An increase of 17.6% in headline earnings per share
compared to the twelve months ended 31 March 2010 was
reported.
For the fifteen months being reported on, the change in year-
end has resulted in certain investee companies being accounted
for either twelve, fifteen or eighteen months, compared to
only twelve months in the comparative period, resulting in no
meaningful comparison between the periods reported on. The
most significant of the investee companies referred to above,
are the following:
- Air Products and Mediclinic - accounted for twelve months in
both periods
- Rainbow, Tsb Sugar, Unilever and Wispeco - accounted for
fifteen months for the period under review, compared to twelve
months in the comparative period
- Distell, FirstRand, Kagiso, PGSI, RMBH and Total - accounted
for eighteen months for the period under review, compared to
twelve months in the comparative period
The change in year-end also has the effect that Remgro`s final
and interim dividends will now be paid during November and
April of each year respectively, compared to August and
January previously. In respect of the fifteen-month period
ended 30 June 2011 the total dividend per share is based on
earnings for the fifteen months. For subsequent financial
years, the total dividend per share will again be based on
earnings for the twelve months under review.
2. Accounting policies
The annual financial statements are prepared on the historical
cost basis, unless otherwise indicated, in accordance with
International Financial Reporting Standards (IFRS), including
IAS 34: Interim Financial Reporting, and in accordance with
the requirements of the Companies Act (No. 71 of 2008), as
amended, and the Listings Requirements of the JSE Limited. The
financial statements have been prepared under the supervision
of the Chief Financial Officer, Leon Crouse CA(SA).
These financial statements incorporate accounting policies
that have been consistently applied to both periods presented,
with the exception of the implementation of the amendments to
IAS 28: Investments in Associates, resulting from the
introduction of the revised IFRS 3: Business Combinations.
Refer to the section on changes in accounting policy below for
further detail.
3. Changes in accounting policy
In the past all dilutionary effects of equity transactions by
associated companies and joint ventures that Remgro was not a
party to, were accounted for in other comprehensive income.
With the introduction of the amendments to IAS 28: Investments
in Associates, resulting from the application of the revised
IFRS 3: Business Combinations, these effects are now accounted
for in the income statement.
In terms of the transitional provisions of the revised IFRS 3,
this standard is only applied prospectively for all financial
periods commencing on/after 1 July 2009 and accordingly the
comparative results have not been restated. The impact of the
change in accounting policy for the period under review
resulted in an increase in earnings of R194 million. In terms
of Circular 3/2009: Headline Earnings, the effect of such
transactions is not included in headline earnings and
accordingly the change in accounting policy did not affect
Remgro`s headline earnings.
4. Comparison with prior period
The acquisition of VenFin Limited (VenFin) in the comparative
period was only completed on 23 November 2009, having the
effect that only VenFin`s associates and joint ventures with
March and September year-ends being equity accounted for the
three months to 31 March 2010. For the period under review the
impact of the VenFin acquisition was however accounted for the
full period. The VenFin acquisition did have a negative effect
on headline earnings per share due to the dilutive effect of
the issue of 41.6 million Remgro shares as consideration for
the acquisition.
5. Results
Headline earnings
Headline earnings for the fifteen months to 30 June 2011
amounted to R5 555 million compared to R3 355 million for the
twelve months to 31 March 2010, representing an increase of
65.6%. This increase is mainly due to the additional six
months` equity accounted earnings from FirstRand, RMBH,
Distell and Total resulting from the change in year-end.
Headline earnings per share increased by 56.8% from 690.1
cents to 1 082.4 cents.
Contribution to headline earnings
Fifteen Twelve %
months months Change
ended ended
30 June 31 March
2011 2010
R`m R`m
Financial services 2 845 1 355 110.0
Industrial interests 2 512 1 982 26.7
Media interests 20 17 17.6
Mining interests 112 96 16.7
Technology interests 111 13 753.8
Other investments 28 (64) 143.8
Central treasury 89 57 56.1
Other net corporate costs (162) (101) (60.4)
5 555 3 355 65.6
Refer to Annexures A and B for segmental information.
Financial services
The contribution from financial services amounted to R2 845
million (2010: R1 355 million). The increase of 110.0% is
mainly due to the inclusion of the additional six months`
equity accounted earnings from FirstRand and RMBH, as well as
the inclusion of the results of RMI Holdings that were
acquired in March 2011. Both FirstRand and RMBH reported
improved results mainly due to a significant reduction in bad
debts and improved profitability in both RMB and WesBank.
Industrial interests
The contribution of the industrial interests to headline
earnings for the period under review amounted to R2 512
million, compared to R1 982 million in 2010. The increase of
26.7% is mainly due to the inclusion of the additional six
months` equity accounted earnings from Distell, Total South
Africa and Kagiso Trust Investments (KTI), as well as the
additional three months` earnings accounted from Unilever,
Rainbow, Tsb Sugar and Wispeco. Total South Africa`s
contribution to headline earnings amounted to R289 million
(2010: R42 million). Total South Africa reported substantial
favourable stock revaluations during the six months to 30 June
2011, resulting in a substantial increase in its contribution
to Remgro`s headline earnings when compared to its
contribution of R99 million for the twelve months to March
2011. KTI`s contribution to headline earnings amounted to R256
million (2010: R128 million), favourably impacted by fair
value adjustments relating to its shareholding in MMI Holdings
Limited and Adcock Ingram Holdings Limited. Distell`s
contribution to Remgro`s headline earnings, which includes the
investments in Capevin Holdings and Capevin Investments,
amounted to R433 million (2010: R281 million). Rainbow and
Unilever`s contribution to headline earnings amounted to R285
million and R374 million respectively (2010: R259 million and
R279 million). Rainbow experienced difficult trading
conditions in the quarter to June 2011, with its contribution
to Remgro`s headline earnings only increasing by R12 million
since March 2011. Tsb Sugar`s contribution to headline
earnings declined to R187 million (2010: R227 million) despite
the additional three trading months. This decline is mainly
due to a non-recurring cost of R43 million accounted for
during the period under review relating to the closure of a
pension fund, as well as a profit of R34 million in the
comparative period relating to a change in the valuation
methodology of its biological agricultural assets. Mediclinic
was only accounted for the twelve months to March 2011 and its
contribution to headline earnings amounted to R474 million
(2010: R460 million).
Media interests
Media interests consist of the interests in Sabido, MARC, One
Digital Media (ODM) and Premier Team Holdings (PTH). Sabido
was only accounted for the twelve months to March 2011 and its
contribution to Remgro`s headline earnings amounted to R116
million (2010: R11 million). Both MARC and PTH were accounted
for the eighteen months to June 2011. After allowing for the
negative fair value adjustment of R24 million on the
conversion right relating to the MARC convertible preference
shares, its contribution to headline earnings amounted to a
loss of R14 million. PTH`s contribution to headline earnings
also amounted to a loss of R52 million. In 2010 no income from
PTH was accounted for, while MARC contributed R5 million to
Remgro`s headline earnings. ODM`s contribution to headline
earnings amounted to a loss of R30 million (2010: R1 million
profit).
Mining interests
After the unbundling of the investment in Trans Hex to Remgro
shareholders during September 2010, Implats is the only
remaining investment being reported under mining interests.
Dividends received from Implats amounted to R112 million
(2010: R85 million), while no income from Trans Hex was
accounted for during the period under review (2010: R11
million).
Technology interests
Technology interests primarily represent the interest in the
CIV group of companies, as well as the investments in Tracker
and SEACOM. For the period under review the CIV group was only
accounted for the twelve months to March 2011 and contributed
R91 million to Remgro`s headline earnings (2010: R7 million).
Tracker`s contribution to headline earnings amounted to R57
million. SEACOM reported a headline loss of R203 million for
the eighteen months to June 2011, with Remgro`s share of this
loss amounting to R51 million. SEACOM is cash flow positive
and Remgro received dividends of USD6 million during the
period under review. No income from Tracker and SEACOM were
accounted for in the comparative period. It should be noted
that with effect from 31 December 2010 the investment in
Tracker was reclassified as an investment "held for sale".
Other investments
The contribution of other investments to headline earnings
improved by R92 million to R28 million (2010: R64 million
loss). It should be noted that a headline loss amounting to
R79 million for Xiocom was included in the results of the
comparative period. This investment was sold in March 2010.
For the period under review Business Partners was only
accounted for the twelve months to March 2011 and its
contribution to headline earnings amounted to R18 million
(2010: R12 million).
Central treasury and other net corporate costs
Higher average cash balances resulted in an increase in the
contribution from the central treasury division to R89 million
(2010: R57 million). Other net corporate costs amounted to
R162 million (2010: R101 million).
Headline earnings for the twelve months ended 30 June 2011
During the period under review the financial year-end of the
Company was changed from 31 March to 30 June, as set out in
detail above. As additional information to shareholders we
have prepared an analysis of headline earnings for the twelve
months to June 2011. This will enable shareholders to make a
meaningful comparison when Remgro publishes its results for
the twelve months to June 2012 during September next year.
In a similar way we will also present an analysis of headline
earnings for the six months ended December 2010 when Remgro
releases its results for the six months to December 2011.
Contribution to headline earnings
Twelve months
ended
30 June
2011
R`m
Financial services 1 915
Industrial interests 1 930
Media interests 31
Mining interests 112
Technology interests 97
Other investments 25
Central treasury 76
Other net corporate costs (137)
4 049
Refer to Annexure A for further information.
Total earnings
Total earnings increased by 254.3% to R10 841 million (2010:
R3 060 million), mainly as a result of the earnings growth of
the underlying investments, as well as the capital gains
amounting to R4 252 million realised on the FirstRand/RMBH
restructuring transactions. These gains include the profit
realised on the restructuring transactions by Remgro as well
as Remgro`s share of the profits realised by FirstRand and
RMBH.
6. Intrinsic value
Remgro`s intrinsic value per share increased by 11.8% from
R121.64 at 31 March 2010 to R135.97 at 30 June 2011. Refer to
Annexure B for full details.
7. Investment activities
The most important investment activities during the period
under review were as follows:
FirstRand Limited (FirstRand) and RMB Holdings Limited (RMBH)
On 12 November 2010 it was announced that all of the
suspensive conditions of the proposed merger of Metropolitan
Holdings Limited and Momentum Group Limited, as well as the
subsequent unbundling by FirstRand of its entire shareholding
in the new merged entity (MMI Holdings Limited (MMI)) to its
ordinary shareholders, were fulfilled. On 13 December 2010
Remgro received 81.2 million MMI shares in terms of the above
transaction.
During March 2010 RMBH also announced that it was exploring a
number of restructuring steps to realign its investment
portfolio and to enhance shareholder value. The restructuring
commenced during December 2010 and included the separation of
RMBH`s insurance and banking interests (RMI Holdings Limited
(RMI Holdings) and RMBH respectively) and resulted in a
separate listing of both companies. In terms of the
restructuring Remgro disposed of its entire holding in MMI to
RMI Holdings in exchange for shares in RMI Holdings, and now
has the following direct interests in the respective entities
after the completion of all related restructuring
transactions:
RMI Holdings 34.9%
RMBH 31.5%
FirstRand 3.9%
Due to the fact that Remgro only acquired its interest in RMI
Holdings during March 2011, the results of that company was
only accounted for the four months to 30 June 2011.
Nampak Limited (Nampak)
During August 2010 Remgro sold its 13.3% interest in Nampak
through an accelerated book build offering for a total
consideration of R1 358.9 million (or R17.40 per share).
During the period under review the results of Nampak were
equity accounted for the four months to 31 July 2010 and its
contribution to Remgro`s headline earnings amounted to R33
million (2010: R73 million).
Trans Hex Group Limited (Trans Hex)
During September 2010 the investment in Trans Hex was
unbundled and each Remgro shareholder received 5.85 Trans Hex
shares for every 100 Remgro shares held. As the investment in
Trans Hex was reclassified as an investment "held for sale" in
the previous financial year, no income from Trans Hex was
accounted for during the period under review (2010: R11
million).
Mediclinic International Limited (Mediclinic)
During August 2010 a further R591.9 million was invested in
Mediclinic in terms of a rights offer whereby Mediclinic
shareholders could subscribe for an additional 10 Mediclinic
shares for every 100 shares held at a price of R23.00 per
share. On 30 June 2011 Remgro`s interest in Mediclinic was
45.2% (31 March 2010: 45.7%).
Business Partners Limited (Business Partners)
During the period under review Remgro acquired a further 14
381 742 Business Partners shares for a total consideration of
R79.3 million. On a fully diluted basis, Remgro`s interest in
Business Partners increased to 28.8% (31 March 2010: 20.8%).
Kagiso Trust Investments (Pty) Limited (KTI) and the Kagiso
Infrastructure Empowerment Fund (KIEF)
During the 2007 financial year, Remgro entered into agreements
with KTI and KIEF, in terms of which it committed funds
amounting to R350 million to KIEF. The fund has a target size
of R650 million and aims to invest in infrastructure projects,
including roads, airports, power and tele-communication
installations, railway systems, ports, water and social
infrastructure. During the period under review Remgro invested
a further R134.2 million in KIEF. By 30 June 2011, Remgro had
invested R228.4 million of the R350 million committed.
Dark Fibre Africa (Pty) Limited (Dark Fibre)
In the past Remgro only had an indirect interest of 31.3% in
Dark Fibre through its interests in the CIV group of
companies. During the period under review an amount of R142.6
million was invested directly in Dark Fibre, while an
additional amount of R292.6 million was invested in the CIV
group of companies. These investments effectively increased
Remgro`s interest in Dark Fibre to 46.5%. At the same time
Remgro agreed to provide a loan facility amounting to R116.6
million to Dark Fibre. The term of the facility is ten years
and the full amount has already been advanced.
Capevin Holdings Limited (Capevin Holdings)
During the period under review Remgro acquired a further 12
210 311 Capevin Holdings shares for a total consideration of
R42.7 million. These acquisitions increased Remgro`s indirect
interest in Distell to 33.5% (31 March 2010: 33.3%).
Lashou Group Inc. (Lashou)
During April 2011 Remgro invested USD18.0 million for a 1.6%
interest, on a fully diluted basis, in Lashou, a Chinese
company specialising in group buying and location-based
marketing campaigns.
Fundamo (Pty) Limited (Fundamo)
During June 2011 Remgro sold its interest in Fundamo to Visa
Inc. for a total consideration of R230 million. A capital gain
of R142 million was realised on this transaction.
Tsb Sugar Holdings (Pty) Limited (Tsb Sugar)
During the period under review Tsb Sugar divested from its
citrus operations and sold its interests in Golden Frontiers
Citrus (Pty) Limited and Komatie Fruits (Pty) Limited with
effect from 31 March 2011. An after-tax capital gain of R22
million was realised on this transaction. The future impact of
the transaction on Tsb Sugar`s results is not expected to be
material.
Other smaller investments, amounting to R202 million, were
made during the period under review in PGSI Limited, Fundamo,
Premier Team Holdings Limited, One Digital Media (Pty) Limited
and Milestone China Funds.
Post year-end events:
Grindrod Limited (Grindrod)
Shareholders are referred to the joint detailed terms
announcement made on 20 September 2011 by Remgro and Grindrod.
In terms of an agreement reached with Grindrod, Remgro has
agreed to subscribe for 133 333 334 new Grindrod ordinary
shares (at a price of R15.00 per share) for a total
consideration of R2 billion. The subscription will result in
Remgro acquiring an interest of 22.3% in Grindrod on a fully
diluted basis. Remgro has further provided Grindrod
shareholders the option to subscribe for Grindrod shares, in
its stead, on a pro-rata basis, also at R15.00 per share. The
Grindrod Family has agreed not to exercise their option to
subscribe for additional shares. As a result, through the
subscription, Remgro will own a minimum of 4.5% in Grindrod
regardless of the take-up of the subscription option.
KTI and Tiso Group (Pty) Limited (Tiso)
During the period under review KTI and Tiso entered into
negotiations for the merger of the two groups into a new
merged entity, Kagiso Tiso Holdings (Pty) Limited. The
effective date of the transaction is 1 July 2011 and Remgro`s
effective interest in the new entity is 25.1%.
Tracker Investment Holdings (Pty) Limited (Tracker)
Since year-end the investment in Tracker was sold for a total
consideration of approximately R1.2 billion. It is expected
that the transaction will be concluded early in October 2011.
8. Treasury shares
At 31 March 2010, 3 424 044 Remgro ordinary shares (0.7%) were
held as treasury shares by a wholly owned subsidiary company
of Remgro. As previously reported, these shares were acquired
for the purpose of hedging Remgro`s share incentive schemes.
During the period under review no Remgro ordinary shares were
repurchased, while 505 778 Remgro ordinary shares were
utilised to settle Remgro`s obligation towards scheme
participants who exercised the rights granted to them.
At 30 June 2011, 2 918 266 Remgro ordinary shares (0.6%) were
held as treasury shares.
9. Cash resources at the centre
The Company`s cash resources at 30 June 2011 were as follows:
30 June 2011 31 March
Local Offshore Total 2010
R`m R`m R`m R`m
Per consolidated statement of 2 050 2 265 4 315 3 827
financial position
Investment in money market funds - 1 725 1 725 1 812
Less: Cash of operating (152) (36) (188) (977)
subsidiaries
Cash at the centre 1 898 3 954 5 852 4 662
On 30 June 2011, approximately 44% (R1 725 million) of the
available offshore cash at the centre was invested in money
market funds which are not classified as cash and cash
equivalents on the statement of financial position.
Audit report
The annual financial statements have been audited by
PricewaterhouseCoopers Inc. and their unqualified audit
reports on the comprehensive annual financial statements and
the summarised financial statements are available for
inspection at the registered office of the Company.
Declaration of cash dividend
Declaration of Dividend No. 22
Notice is hereby given that a final dividend of 213 cents
(2010: 125 cents) per share has been declared in respect of
both the ordinary shares of one cent each and the unlisted B
ordinary shares of ten cents each, for the fifteen months
ended 30 June 2011.
The total dividend for the fifteen months ended 30 June 2011
of 314 cents per share represents an increase of 50.2% over
the total dividend of 209 cents per share paid in respect of
the twelve months to 31 March 2010.
Shareholders should note that the total dividend for the
period of 314 cents per share includes 63 cents per share in
respect of the three months with which the financial year-end
of the Group was extended to 30 June 2011.
Dates of importance:
Last day to trade in order to participate in Friday, 11 November 2011
the final dividend
Trading on or after this date will be ex the Monday, 14 November 2011
final dividend
Record date Friday, 18 November 2011
Payment date Monday, 21 November 2011
Shareholders may not dematerialise or rematerialise their
holdings of ordinary shares between Monday, 14 November 2011,
and Friday, 18 November 2011, both days inclusive.
The Annual Report will be posted to members during October
2011.
Signed on behalf of the Board of Directors.
Johann Rupert Thys Visser
Chairman Chief Executive Officer
Stellenbosch
20 September 2011
Annexure A
Composition of headline earnings
Fifteen Twelve Twelve
months months months
ended ended ended
30 June 30 June 31 March
2011 2011 2010
R`m R`m R`m
Financial services
RMBH 1 489 1 014 720
RMI Holdings 183 183 -
FirstRand 1 173 718 635
Industrial interests
Mediclinic 474 474 460
Unilever SA Holdings 374 312 279
Distell Group 1 433 328 281
Rainbow Chicken 285 220 259
Tsb Sugar 187 134 227
Air Products South Africa 139 139 115
Nampak 33 33 73
Kagiso Trust Investments 256 59 128
Total South Africa 289 191 42
PGSI 11 18 83
Wispeco 45 35 63
Other industrial interests (14) (13) (28)
Media interests
Sabido 116 116 11
MARC (14) (17) 5
Other media interests (82) (68) 1
Mining interests
Implats 112 112 85
Trans Hex Group - - 11
Technology interests
CIV group 2 91 89 7
Tracker 57 23 -
SEACOM (51) (30) -
Other technology interests 14 15 6
Other investments 28 25 (64)
Central treasury 89 76 57
Other net corporate costs (162) (137) (101)
Headline earnings 5 555 4 049 3 355
Weighted number of shares 513.2 513.3 486.2
(million)
Headline earnings per share 1 082.4 788.8 690.1
(cents)
Notes
1. Includes the investments in Capevin Investments Limited and
Capevin Holdings Limited.
2. Includes the investments in CIV Fibre Network Solutions
(Pty) Limited, CIE Telecommunications Limited, CIV Power
Limited, Central Lake Trading No. 77 (Pty) Limited and Dark
Fibre Africa (Pty) Limited.
Annexure B
Composition of intrinsic net asset value
Fifteen months ended Twelve months ended
30 June 2011 31 March 2010
Book Intrinsi Book Intrinsi
value c value value c value
R`m R`m R`m R`m
Financial services
RMBH 9 968 11 846 6 400 9 785
RMI Holdings 5 623 6 404 - -
FirstRand 3 027 4 363 6 026 9 719
Industrial interests
Mediclinic 4 216 8 776 3 111 6 948
Unilever SA Holdings 2 990 5 313 3 109 4 346
Distell Group 1 2 100 4 725 1 798 4 430
Rainbow Chicken 2 108 3 455 1 956 3 412
Tsb Sugar 1 546 2 804 1 376 2 506
Air Products South Africa 521 2 257 536 1 752
Nampak - - 1 205 1 398
Kagiso Trust Investments 1 441 1 667 1 213 1 269
Total South Africa 972 1 374 631 1 080
PGSI 578 582 533 528
Wispeco 383 343 358 381
Other industrial interests 458 457 328 351
Media interests
Sabido 898 1 405 837 1 215
MARC 169 168 187 211
Other media interests 16 16 50 71
Mining interests
Implats 4 862 4 862 5 711 5 711
Trans Hex Group - - 65 106
Technology interests
CIV group 2 1 027 1 236 378 539
Tracker 587 1 196 574 911
SEACOM 577 1 057 721 1 120
Other technology interests 255 278 385 479
Other investments 944 634 573 399
Central treasury - cash at 5 852 5 852 4 662 4 662
the centre 3
Other net corporate assets 441 744 581 796
Net asset value (NAV) 51 559 71 814 43 304 64 125
Potential CGT liability 4 (1 965) (1 703)
NAV after tax 51 559 69 849 43 304 62 422
Issued shares after deduction 513.7 513.7 513.2 513.2
of shares repurchased
(million)
NAV after tax per share 100.37 135.97 84.38 121.64
(Rand)
Notes
1. Includes the investments in Capevin Investments Limited and
Capevin Holdings Limited.
2. Includes the investments in CIV Fibre Network Solutions
(Pty) Limited, CIE Telecommunications Limited, CIV Power
Limited, Central Lake Trading No. 77 (Pty) Limited and Dark
Fibre Africa (Pty) Limited.
3. Cash at the centre excludes cash held by subsidiaries that
are separately valued above (mainly Rainbow Chicken, Tsb Sugar
and Wispeco).
4. The potential capital gains tax (CGT) liability, which is
unaudited, is calculated on the specific identification method
using the most favourable calculation for investments acquired
before 1 October 2001 and also taking into account the
corporate relief provisions. Deferred CGT on investments
available-for-sale (mainly Implats and Caxton) is included in
"other net corporate assets" above.
5. For purposes of determining the intrinsic value, the
unlisted investments are shown at directors` valuation and the
listed investments are shown at stock exchange prices.
Directorate
Non-executive directors
Johann Rupert (Chairman), E de la H Hertzog (Deputy Chairman),
P E Beyers, G T Ferreira*, P K Harris*, N P Mageza*, J
Malherbe, P J Moleketi*,
M M Morobe*, M A Ramphele*, F Robertson*, H Wessels*
(*Independent)
Executive directors
M H Visser (Chief Executive Officer),W E Buhrmann, L Crouse, J
W Dreyer,
J J Durand, J A Preller
Corporate information
Secretary
M Lubbe
Listing
JSE Limited
Sector: Industrials - Diversified Industrials
Business address and registered office
Carpe Diem Office Park, Quantum Street, Techno Park,
Stellenbosch 7600
(PO Box 456, Stellenbosch 7599)
Transfer Secretaries
Computershare Investor Services (Pty) Limited,
70 Marshall Street, Johannesburg 2001
(PO Box 61051, Marshalltown 2107)
Auditors
PricewaterhouseCoopers Inc.
Stellenbosch
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Website
www.remgro.com
Date: 20/09/2011 17:00:09 Supplied by www.sharenet.co.za
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