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TSH - Tsogo Sun Holdings Limited - Reviewed Consolidated Financial Results

Release Date: 17/05/2012 07:05
Code(s): TSH
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TSH - Tsogo Sun Holdings Limited - Reviewed Consolidated Financial Results For the year ended 31 March 2012 Tsogo Sun Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1989/002108/06) Share code: TSH ISIN: ZAE000156238 ("Tsogo Sun" or "the company" or "the group") REVIEWED CONSOLIDATED FINANCIAL RESULTS For the year ended 31 March 2012 Income R9.0 billion up 39% EBITDAR R3.5 billion up 41% Adjusted earnings R1.3 billion up 36% Adjusted HEPS 121.5 cents up 12% INTRODUCTION The merger of Tsogo Sun Holdings (Pty) Ltd ("TSH") and Gold Reef Resorts Ltd ("Gold Reef") and the effective reverse listing of the Tsogo group via the acquisition by Gold Reef of the entire issued share capital of TSH through the issue of new shares ("the consideration shares") to Tsogo Investment Holding Company (Pty) Ltd ("TIH") and SABSA Holdings (Pty) Ltd ("SABSA") was concluded on 24 February 2011. In terms of IFRS 3 - Business Combinations (Revised), the transaction is a reverse acquisition as the shareholders of TSH became the majority shareholders of Gold Reef. Accordingly, TSH is treated as the acquirer for accounting purposes, whilst Gold Reef is the legal acquirer and remains the listed entity. Shareholder approval was obtained to rename Gold Reef to Tsogo Sun Holdings Ltd ("Tsogo Sun") at the Annual General Meeting held on 15 June 2011. The effective date of the name change occurred on 5 August 2011, and has been registered by the Companies and Intellectual Property Commission. The condensed consolidated income statement and cash flow statement for the year ended 31 March 2012 represent the consolidated results of the merged group. The comparative information for the prior period represents the consolidated results of the group for the year ended 31 March 2011 with Gold Reef included from 24 February 2011. COMMENTARY The overall performance for the year was satisfactory, with a noticeable increase in activity levels in the second six months. Both casino win and hotel occupancy showed accelerated year on year growth and allowed the group to achieve margin expansion for the first time since 2008. During the year under review, the group has focused on integrating the Gold Reef businesses. This process has largely been completed, culminating in the rebranding and launch of the group`s new look identity in April 2012. In addition, the group has continued to allocate capital in terms of its growth strategy and accordingly concluded the acquisitions of: - an additional 16.5% effective interest in the Suncoast Casino for R510 million, bringing the Tsogo group`s total ownership of that operation to 90%; - an additional 52.6% of Hotel Formula 1 (Pty) Ltd and related property companies for a cash consideration of R300 million, bringing the group`s effective shareholding to 100%; - the hotel and office building in Rosebank for R85 million (previously traded as "the Grace") which is scheduled to be re-launched as "54 on Bath" on 1 July 2012; and - the Garden Court Milpark for R95 million (previously leased by the group). In addition to these acquisitions, the redevelopment of the Hemingways casino in East London continued in terms of the R400 million relicensing which was successfully completed during the prior year, and over R400 million was spent on maintenance capex group-wide to ensure our assets remain best in class. Total income of R9,0 billion ended 39% above the prior year, assisted by the inclusion of R2,2 billion incremental income from Gold Reef, and satisfactory organic growth offset by the non-recurrence of 2010 FIFA World Cup ("World Cup") related income. Like-for-like growth in income (including Gold Reef ) is 5%. Earnings before interest, income tax, depreciation, amortisation, property rentals, long term incentives and exceptional items ("EBITDAR") at R3,5 billion reflected a 41% increase on the prior year, including additional EBITDAR from Gold Reef and good organic growth in the current year. Like-for-like EBITDAR (including Gold Reef) is 7% up on the prior period, again impacted by the non- recurrence of World Cup related earnings in hotels. The overall group EBITDAR margin of 38.8% is 0,6pp above the prior year. Gaming experienced revenue growth throughout the financial year with accelerated revenue growth across many of the group`s casinos during the second six months. Hotels, which benefited from the World Cup in June and July 2010, reflected revenues in line with the comparative period for the full year but has shown stronger revenue growth, driven by increased occupancies, during the second half of the year. As previously reported, the underlying operations of the group remain highly geared towards the South African consumer (in gaming) and the corporate market (in hotels) with both sectors experiencing difficult economic conditions and increased administered costs. The group is poised for growth if these sectors of the South African economy continue to improve. Regulatory risks remain a threat to the group as evidenced by the announcement in the National Budget of a proposed additional tax of 1% of gaming revenue with effect from 1 April 2013, albeit a better alternative to the previously proposed withholding tax on winnings. The risk remains of additional changes to tax rates and an increased cost burden of compliance with various regulations. The group continues to engage with the various regulatory bodies and other Government departments on a constructive basis to ensure that proposed changes are warranted and capable of being implemented without having a negative impact on both current and new investment in the industry, and consequently on employment levels. Gauteng recorded provincial growth in gaming win of 5.5% for the year over the prior period. Montecasino and Gold Reef City casinos recorded gaming win growth of 8.4% and 11.3% respectively for the year, while Silverstar casino recorded a decline of 1.1% for the same period. The results of Montecasino and Gold Reef City casinos are particularly satisfying as these units experienced good footfall during the prior year World Cup. Good cost control resulted in improved EBITDAR margins being recorded at all three units. KwaZulu-Natal provincial gaming win grew by 7.8% for the year with the Suncoast Casino and Entertainment World reflecting growth of 5.8% in gaming win, and Golden Horse casino and Blackrock casino reflecting growth of 11.6% and 13.7% respectively, showing strong demand in their relevant catchment areas. Improved EBITDAR margins were also recorded at all three units. Mpumalanga reported growth in provincial gaming win of 9.3% for the year. The Ridge casino in Emalahleni and the Emnotweni casino in Nelspruit reported growth in gaming win of 7.5% and 8.8% respectively for the year. EBITDAR margin improvement was achieved at Emnotweni, with the Ridge experiencing a dilution in margin as a result of improved lower margin hotel trading. The Eastern Cape provincial gaming win grew by 5.3% for the year. However, Hemingways reported growth in gaming win of 7.2%, despite the impact of the redevelopment related construction activities, and continues to benefit from the attractions associated with Hemingways Mall which opened in 2009. EBITDAR margin declined marginally on the prior year. The Western Cape reported growth in provincial gaming win of 6.7% for the year. The Caledon Hotel and Spa, Garden Route casino in Mossel Bay and the Mykonos casino in Langebaan reported growth of 7.6%, 5.0% and 2.5% respectively for the year despite the poor economic fundamentals, particularly in the leisure-based coastal areas outside of the larger Cape Metropole. Improved EBITDAR margins were recorded at all three units. The Goldfields casino in the Free State performed well with growth in gaming win of 7.9% on the prior year and an improvement in EBITDAR margin. Other gaming operations, consisting of the Sandton Convention Centre, the Stay Easy Century City hotel and head office costs, reflected a loss of R150 million, R77 million adverse to the prior period mainly due to non-repeating World Cup related trading at the Sandton Convention Centre, the inclusion of Gold Reef central costs and the centralisation of certain service departments. The hotel industry in South Africa is still experiencing the dual impact of depressed demand and over supply, with overall industry occupancies of 57% for the year. The group`s hotels are likewise affected. However, as a result of the strong sales and distribution channels and the superior product and service quality available within the group, a significant occupancy and rate premium is being achieved in the segments in which the group operates. Showing some recovery, the group`s system- wide occupancies in South Africa improved to 60.9% (2011: 58.4%), as rooms sold increased by 5% despite the closure of the Grayston hotel in December 2011. Average room rates in the South African operations declined by 7% to R775, with virtually all the decline attributable to the higher achieved rates during the World Cup in the prior year. Overall revenue for hotels is flat on the prior year at R1,6 billion. Operating costs were well controlled with a 5% increase on the prior year, despite increased regulated utility costs and property rates offset by a saving in World Cup specific related costs incurred in the prior year. EBITDAR declined 9% to R512 million at a margin of 31.5%. The offshore division of hotels achieved total revenue of R324 million during the year, representing a 20% improvement on the prior year, assisted by the inclusion of Southern Sun Nairobi as a leased hotel (previously managed) with effect from 1 August 2010. EBITDAR (pre-foreign exchange gains)of R88 million was achieved. The Rand weakness in the second half of the year positively impacted both the translation of USD and Euro earnings streams as well as resulting in a R13 million foreign exchange gain on the translation of offshore monetary items. Combined South African and offshore hotel trading statistics, reflecting the Tsogo Sun group owned hotels and excluding hotels managed on behalf of third parties, are as follows: 31 March 31 March 2012 2011 Occupancy (%) 61.4 58.4 Average room rate (R) 802 855 Revpar (R) 492 499 Rooms available (`000) 3 281 3 186 Rooms sold (`000) 2 014 1 860 Rooms revenue (Rm) 1 615 1 591 All operating cost categories for the year are not comparable to the same period in the prior year as a result of the consolidation of Gold Reef. The group continues to exercise strict cost control and explore avenues for further margin improvement. Amortisation and depreciation at R623 million is 39% above the prior year mainly due to R185 million incremental Gold Reef costs. Exceptional gains for the year of R385 million relate mainly to a fair value adjustment to the existing Formula 1 equity investment of R179 million and the release of the contingent purchase consideration for the 2009 Millennium transaction of R248 million offset by investment and loan impairments of R45 million. Exceptional losses for the prior year of R420 million related mainly to a fair value adjustment to the Gold Reef equity investment of R299 million, Gold Reef merger costs of R93 million and costs for the termination of the Southern Sun Grayston lease of R21 million. Net finance costs are 7% up on the prior year notwithstanding the take on of the additional Gold Reef debt, as the cash generated by the group has reduced steady state borrowing levels despite the acquisitions during the year. The group`s share of associate and joint venture profits at R10 million for the year ended 31 March 2012 reflected a R69 million decrease as the investment in Gold Reef was equity accounted in the prior year. The effective tax rate for the year at 29.3% is affected by, inter alia, the Secondary Tax on Companies ("STC") impact of R67 million on the final dividend for the year ended 31 March 2011, declared on 19 May 2011, offset by the non- taxable exceptional credits to the income statement as mentioned above. The comparative effective tax rate of 40.6% is due to, inter alia, the large non- deductible exceptional debits to the income statement offset by there being no STC charge in the prior year. The group`s long-term effective tax rate is expected to be higher than the statutory rate as a result of non-deductible expenditure such as casino building depreciation, preference share dividends relating to preference share capital of subsidiaries of the group, as well as STC prior to being replaced by the dividends tax. Group adjusted headline earnings for the year under review at R1.3 billion is 36% above the prior year. In determining the closing and weighted average number of shares for the period and the prior comparative period, the group has used the consideration shares as the appropriate number of shares for calculating the earnings per share ("EPS"), headline earnings per share ("HEPS") and adjusted headline earnings per share ("adjusted HEPS") for TSH and the actual shares in issue post the issue of the consideration shares, excluding treasury shares, for the combined group. Adjusted HEPS is 12% above the prior year despite the effect of the World Cup and the variance in STC as described above. Cash generated from operations during the year under review was R3.4 billion, an increase of 49% on the prior year as a result of the Gold Reef merger. Cash flows utilised for investment activities and non-controlling interest transactions of R1.4 billion consisted mainly of maintenance expenditure and the acquisitions and investments described above. Interest-bearing debt net of cash at 31 March 2012 totalled R4.2 billion, which is in line with the 31 March 2011 balance, with R816 million paid in dividends to group and non-controlling shareholders in addition to the investment activities during the year ended 31 March 2012. There have been no subsequent events which would impact the financial position or results of the group since 31 March 2012 and the date of this report. PROSPECTS The accelerated trading performance across the group`s operations in the second half of the year is encouraging, although the sustainability thereof is uncertain. Nevertheless, the group remains highly cash generative and has significant opportunities to invest capital in its growth strategy. Plans are at an advanced stage for the redevelopment of the Silverstar casino, where the group expects to invest some R320 million in new facilities, including cinemas, restaurants, concert and entertainment areas and conferencing facilities, to better service the West Rand market. The group is also exploring a variety of projects, including the redevelopment of the Gold Reef City Theme Park, the expansion of the Suncoast Casino and related entertainment facilities, and the opportunity to bid for the relocation of one of the smaller casinos in the Western Cape to the Cape Metropole as well as a number of potential acquisitions which are in various stages. The ability to continue to pursue such investment will depend on the final outcome of, and impact from, the variety of proposed regulatory and tax changes considered by Government and will require the successful interaction with various regulatory bodies including gaming boards, city councils, provincial authorities and national departments. DIVIDEND The board of directors has declared a final gross cash dividend of 40 (forty) cents per share in respect of the company`s year-end. The dividend has been declared in South African currency and is payable to shareholders recorded in the register of the company at close of business on Friday, 8 June 2012. The total STC credits utilised as part of this declaration amount to R11.5 million. The number of ordinary shares in issue at the date of this declaration is 1 097 103 626 (excluding treasury shares) and consequently the STC credits utilised per share amount to 1.0479 cents per share. The dividend will be subject to a local dividend tax rate of 15% which will result in a net dividend to those shareholders who are not exempt from paying dividend tax of 34.15719 cents per share. The company`s tax reference number is 9250039717. In compliance with the requirements of Strate, the electronic and custody system used by the JSE, the following dates are applicable: 2012 Last date to trade cum dividend Friday, 1 June Shares trade ex dividend Monday, 4 June Record date Friday, 8 June Payment date Monday, 11 June Share certificates may not be dematerialised or rematerialised during the period Monday, 4 June 2012 and Friday, 8 June 2012, both days inclusive. On Monday, 11 June 2012 the cash dividend will be electronically transferred to the bank accounts of all certificated shareholders where this facility is available. Where electronic fund transfer is not available or desired, cheques dated 11 June 2012 will be posted on that date. Shareholders who have dematerialised their share certificates will have their accounts at their CSDP or broker credited on Monday, 11 June 2012. PRESENTATION Shareholders are advised that a presentation to various analysts and investors which provides additional analysis and information will be available on the group`s website at www.tsogosun.com. MN von Aulock RB Huddy Chief Executive Officer Chief Financial Officer 17 May 2012 NOTES TO THE REVIEWED FINANCIAL STATEMENTS 1. BASIS OF PREPARATION The condensed consolidated reviewed annual financial statements for the year ended 31 March 2012 have been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards ("IFRS"), IAS 34: Interim Financial Reporting, AC 500 Standards as issued by the Accounting Practices Board or its successor and the requirements of the Companies Act of South Africa. CFO, RB Huddy CA(SA), supervised the preparation of the condensed consolidated annual financial statements. The accounting policies are consistent with IFRS as well as those applied in the most recent audited annual financial statements as at 31 March 2011. The condensed consolidated reviewed annual financial statements should be read in conjunction with the annual financial statements for the year ended 31 March 2011, which have been prepared in accordance with IFRS. This report has been reviewed by the group`s auditors, PricewaterhouseCoopers Inc. This review has been conducted in accordance with International Standards on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", and their unmodified review opinion is available for inspection at the company`s registered office. In terms of IAS 19: Employee Benefits, a provision relating to long service awards of R106 million (2011: R88 million, 2010: R55 million) has been recognised in the balance sheet as at 31 March 2012. The cumulative impacts for 2011 and 2010 on retained earnings of R62 million and R39 million respectively, non-controlling interests R2 million and R1 million respectively, and deferred tax R24 million and R15 million respectively, have been restated and the operating profit and tax adjusted accordingly. 2. BUSINESS COMBINATIONS AND TRANSACTIONS WITH MINORITIES Dilution of 15% control in Tsogo Sun Emonti (Pty) Limited A subsidiary of the group, Tsogo Sun Emonti (Pty) Limited, issued additional shares to Black Economic Empowerment ("BEE") non-controlling interests with effect from 26 September 2011 for nil consideration. The benefit was accounted for in accordance with IFRS 2: Share-based Payment and the intangible asset was capitalised as the costs are directly attributable to the re-awarding of the casino licence. This effectively diluted the group`s interest from 80% to 65%. Additional 16.5% control in Tsogo Sun KwaZulu-Natal (Pty) Limited The group has, with effect from 26 November 2011, acquired an additional 27.5% interest in a subsidiary, Ripple Effect 31 (Pty) Limited for R510 million, which gives the group 100% interest in Ripple Effect and an additional acquired effective 16.5% interest in Tsogo Sun KwaZulu-Natal (Pty) Limited, also a subsidiary of the group. This acquisition gives the group an effective 90% interest in the Suncoast Casino. Hotel Formula 1 (Pty) Limited acquisition With effect from 29 March 2012, the group acquired an additional 52.6% effective interest in Hotel Formula 1 (Pty) Limited resulting in an effective ownership of 100% for a cash consideration of R300 million. This consideration comprised R287 million net asset value (provisional fair value) and goodwill arising of R251 million. The goodwill is attributable to the acquired customer base and expected future growth of the business. Due to the date of the acquisition being 29 March 2012 there were no contributed revenues nor profit to the group during the year under review, other than the share of profits as an associate until the date of acquisition. Had the acquisition occurred on 1 April 2011, group revenue would have increased by R112 million and profit after tax would have increased by R11 million excluding the funding impact of the acquisition. 3. SEGMENT INFORMATION In terms of IFRS 8: Operating Segments the chief operating decision-maker has been identified as the group`s board of directors. The board reviews the group`s internal reporting in order to assess performance and allocate resources. Management has determined the operating segments based on the reports reviewed by the group`s board of directors at the board meetings which are used to make strategic decisions. The board considers the business from both a geographical basis and business type, being hotels and gaming. All gaming segments and the South African hotels division conduct business in South Africa, with the offshore hotels division having operations in other African countries, the Middle East and the Seychelles. Other gaming operations consist mainly of the Sandton Convention Centre. The corporate segment includes the treasury and management function of the group, together with the group`s captive insurance operations. Although the offshore hotels segment does not meet the quantitative thresholds of IFRS 8, management has concluded that the segment should be reported separately as it has a different risk and reward profile. It is closely monitored as it is expected to materially contribute to group revenue in the future. The reportable segments derive their revenue and income from hotel and gaming operations. The group`s board of directors assesses the performance of the operating segments based on a measure of EBITDAR. The measure excludes the effects of long- term incentives and the effects of non-recurring expenditure such as rebranding and preopening expenses. The measure also excludes all headline adjustments, impairments and fair value adjustments on non-current assets and liabilities. Interest income and finance costs are not included in the result for each operating segment as this is driven by the group treasury function which manages the cash and debt position of the group. All revenue and income from hotel and gaming operations shown below is derived from external customers. No one customer contributes more than 10% to the group`s total revenue. CONDENSED CONSOLIDATED INCOME STATEMENT for the year ended 31 March Reviewed Restated Change 2012 2011 % Rm Rm
Net gaming win 61 6 111 3 804 Rooms revenue 1 615 1 591 Food and beverage revenue 752 677 Other revenue 553 415 Income 39 9 031 6 487 Gaming levies and value added tax (1 248) (773) Property and equipment rentals (239) (211) Amortisation and depreciation (623) (447) Employee costs (2 116) (1 467) Other operating expenses (1 787) (2 137) Operating profit 108 3 018 1 452 Interest income 49 24 Finance costs (469) (415) Share of profit of associates and joint ventures 10 79 Profit before income tax 129 2 608 1 140 Income tax expense (761) (431) Profit for the year 161 1 847 709 Profit attributable to: Equity holders of the company 1 717 583 Non-controlling interests 130 126 1 847 709 Number of shares in issue (million) 1 097 1 097 Weighted number of shares in issue (million) 1 097 906 Basic and diluted earnings per share (cents) 143 156.5 64.3 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the year ended 31 March Reviewed Restated
2012 2011 Rm Rm Profit for the year 1 847 709 Other comprehensive income for the year, net of tax 23 6 Cash flow hedges (25) 42 Currency translation adjustments 43 (24) Close out of cash flow hedge (2) - Income tax relating to components of other comprehensive income 7 (12) Total comprehensive income for the year 1 870 715 Total comprehensive income attributable to: Equity holders of the company 1 739 589 Non-controlling interests 131 126 1 870 715 SUPPLEMENTARY INFORMATION for the year ended 31 March Reviewed Restated Change 2012 2011 % Rm Rm Reconciliation of earnings attributable to equity holders of the company to headline earnings and adjusted earnings# Earnings attributable to equity holders of the company 1 717 583 Gain on disposal of property, plant and equipment (2) (5) Impairment of plant and equipment - 8 Impairment of investment in joint venture 2 - Fair value (gain)/ loss on revaluation of associates (179) 299 Headline earnings 1 538 885 Write-back of contingent purchase consideration (248) - Gold Reef transaction costs (including associate costs) - 83 Other exceptional items 43 15 Adjusted headline earnings 36 1 333 983 Number of shares in issue (million) 1 097 1 097 Weighted number of shares in issue (million) 1 097 906 Basic and diluted HEPS (cents) 140.2 97.7 Basic and diluted adjusted HEPS (cents) 12 121.5 108.5 # Adjustments net of tax and non-controlling interests. The prior year`s basic and diluted earnings and headline earnings per share declined by 2.6 cents as a result of the restatement. Reconciliation of operating profit to EBITDAR Group EBITDAR pre-exceptional items is made up as follows: Operating profit 3 018 1 452 Add: Property rentals 190 171 Amortisation and depreciation 623 447 Long-term incentive expense /(credit) 55 (13) 3 886 2 057
(Less)/Add: Exceptional (profits)/ losses (385) 420 Gain on disposal of property, plant and equipment (3) (6) Gold Reef transaction costs - 93 Fair value (gain)/ loss on revaluation of associates (179) 299 Write-back of contingent purchase consideration (248) - Other adjustments 45 34 EBITDAR 41 3 501 2 477 CONDENSED CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 March Reviewed Restated
2012 2011 Rm Rm Cash flow from operating activities Profit before interest and income tax 3 018 1 452 Non-cash movements 485 906 Increase in working capital (107) (70) Cash generated from operations 3 396 2 288 Interest received 46 25 Interest paid (501) (418) 2 941 1 895 Income tax paid (785) (464) Dividends received 5 57 Dividends paid to shareholders (768) - Dividends paid to non-controlling interests (48) (23) Net cash generated from operations 1 345 1 465 Cash flows from investment activities Purchase of property, plant and equipment (692) (306) Proceeds from disposals of property, plant and equipment 10 13 Purchase of intangible assets (44) (29) Acquisition of subsidiaries, net of cash acquired (278) 479 Other loans and investments 5 (7) Net cash (used for)/generated by investment activities (999) 150 Cash flows from financing activities Borrowings raised 1 152 1 000 Borrowings repaid (594) (2 076) Loan repayments by/(to) non-controlling interests 98 (2) Acquisition of non-controlling interests (509) (1) Part settlement of contingent consideration for Millennium acquisition (24) - Increase in amounts due by share scheme participants (1) - Net cash generated from /(utilised in) financing activities 122 (1 079) Net increase in cash and cash equivalents 468 536 Cash and cash equivalents at beginning of year 956 425 Foreign currency translation 19 (5) Cash and cash equivalents at end of year 1 443 956 CONDENSED CONSOLIDATED BALANCE SHEET as at 31 March Reviewed Restated Restated 2012 2011 2010
Rm Rm Rm ASSETS Non-current assets Property, plant and equipment 8 568 8 099 5 583 Goodwill and other intangible assets 6 342 6 077 1 676 Investments in associates and joint ventures 170 249 1 710 Non-current receivables 54 152 135 Deferred income tax assets 114 123 127 Derivative financial instruments - 18 - Amounts due by share scheme participants 19 17 - 15 267 14 735 9 231 Current assets Inventories 176 171 130 Trade and other receivables 407 383 285 Current income tax assets 82 62 - Cash and cash equivalents 1 443 956 514 2 108 1 572 929 Total assets 17 375 16 307 10 160 EQUITY Capital and reserves attributable to equity holders of the company Ordinary share capital and premium 4 754 4 751 1 074 Share-based payment reserve 3 2 - Surplus arising on change in control in joint venture 130 130 130 Other reserves (230) 13 7 Retained earnings 3 063 2 115 1 532 Total shareholders` equity 7 720 7 011 2 743 Non-controlling interests 727 862 624 Total equity 8 447 7 873 3 367 LIABILITIES Non-current liabilities Interest-bearing borrowings 4 245 3 866 3 357 Derivative financial instruments 9 - 19 Deferred income tax liabilities 1 517 1 470 247 Provisions and other liabilities 449 710 698 6 220 6 046 4 321 Current liabilities Interest-bearing borrowings 1 382 1 244 1 624 Derivative financial instruments 38 72 53 Trade and other payables 958 799 634 Current income tax liabilities 61 81 40 Provisions and other liabilities 269 192 121 2 708 2 388 2 472
Total liabilities 8 928 8 434 6 793 Total equity and liabilities 17 375 16 307 10 160 CONDENSED STATEMENT OF CHANGES IN EQUITY Attributable to equity holders of the company
Surplus arising on control Ordinary share Share-based change in
capital and payment in joint Other premium reserve venture reserves** Rm Rm Rm Rm Balance at 1 April 2010 as previously reported 1 074 - 130 7 Recognition of long service awards - - - - Restated balance at 1 April 2010 (reviewed) 1 074 - 130 7 Total comprehensive income for the year - - - 6 Share capital and premium arising on reverse acquisition 3 677 - - - Non-controlling interests share of property brought into use - - - - Non-controlling interests recognised on reverse acquisition - - - - Recognition of share-based payments - 2 - - Release of reserve - - * - Acquisition of non-controlling interests - - - - Repayment of non-controlling interests` equity loans - - - - Ordinary dividends - - - - Restated balance at 1 April 2011 (reviewed) 4 751 2 130 13 Total comprehensive income for the year - - - 22 Shares issued to share trust 35 - - - Shares issued by subsidiary taken up by non-controlling interests - - - - Non-controlling interests arising on business combinations - - - - Recognition of share-based payments - 1 - - Release of reserve - - * - Repayment of non-controlling interests` equity loans - - - - Treasury shares held by share trust (32) - - - Acquisition of non-controlling interests - - - (265) Ordinary dividends - - - - Balance at 31 March 2012 (reviewed) 4 754 3 130 (230) Retained Non-controlling Total earnings Total interests equity Rm Rm Rm Rm
Balance at 1 April 2010 as previously reported 1 571 2 782 625 3 407 Recognition of long service awards (39) (39) (1) (40) Restated balance at 1 April 2010 (reviewed) 1 532 2 743 624 3 367 Total comprehensive income for the year 583 589 126 715 Share capital and premium arising on reverse acquisition - 3 677 - 3 677 Non-controlling interests share of property brought into use - - 93 93 Non-controlling interests recognised on reverse acquisition - - 45 45 Recognition of share-based payments - 2 - 2 Release of reserve - * * * Acquisition of non-controlling interests - - (1) (1) Repayment of non-controlling interests` equity loans - - (2) (2) Ordinary dividends - - (23) (23) Restated balance at 1 April 2011 (reviewed) 2 115 7 011 862 7 873 Total comprehensive income for the year 1 717 1 739 131 1 870 Shares issued to share trust - 35 - 35 Shares issued by subsidiary taken up by non-controlling interests - - 20 20 Non-controlling interests arising on business combinations - - 7 7 Recognition of share-based payments - 1 - 1 Release of reserve * - - - Repayment of non-controlling interests` equity loans - - (1) (1) Treasury shares held by share trust - (32) - (32) Acquisition of non-controlling interests - (265) (244) (509) Ordinary dividends (769) (769) (48) (817) Balance at 31 March 2012 (reviewed) 3 063 7 720 727 8 447 *Less than R1 million. **Comprises cash flow hedge reserve, foreign currency translation reserve and transactions with non-controlling interests. SEGMENTAL ANALYSIS Income EBITDAR(1) 2012 2011 2012 2011
Reviewed Audited Reviewed Restated Rm Rm Rm Rm Montecasino 2 107 1 964 901 790 Suncoast 1 313 1 261 634 607 Gold Reef City 1 162 87 462 14 Silverstar 557 51 207 14 The Ridge 357 332 171 160 Emnotweni 292 268 130 114 Golden Horse 287 23 144 9 Hemingways 285 269 122 116 Garden Route 155 12 70 4 Goldfields 131 11 59 4 Blackrock 123 108 48 38 Caledon 123 120 36 34 Mykonos 120 9 52 2 Other gaming operations 101 115 (150) (73) Total gaming operations 7 113 4 630 2 886 1 833 South African hotels division (2) 1 625 1 617 512 560 Offshore hotels division 324 271 101 68 Pre-foreign exchange gains /(losses) 88 75 Foreign exchange gains /(losses) 13 (7) Corporate (31) (31) 2 16 Group 9 031 6 487 3 501 2 477 Amortisation EBITDAR margin and depreciation 2012 2011 2012 2011 Reviewed Restated Reviewed Audited
% % Rm Rm Montecasino 42.8 40.2 86 101 Suncoast 48.3 48.1 98 94 Gold Reef City 39.8 16.1 85 7 Silverstar 37.2 27.5 53 5 The Ridge 47.9 48.2 26 23 Emnotweni 44.5 42.5 17 16 Golden Horse 50.2 39.1 32 3 Hemingways 42.8 43.1 19 17 Garden Route 45.2 33.3 13 1 Goldfields 45.0 36.4 11 1 Blackrock 39.0 35.2 12 9 Caledon 29.3 28.3 8 11 Mykonos 43.3 22.2 8 1 Other gaming operations 11 13 Total gaming operations 40.6 39.6 479 302 South African hotels division (2) 31.5 34.6 129 134 Offshore hotels division 31.2 24.9 12 8 Pre-foreign exchange gains /(losses) 27.2 27.6 Foreign exchange gains /(losses) Corporate 3 3 Group 38.8 38.2 623 447 (1) All casino units are reported pre-internal gaming management fees. (2) Includes R31 million (2011: R31 million) intergroup management fees. Note: In order to improve reporting of segments as reviewed by the chief operating decision-maker all gaming precincts have been disclosed separately. DIRECTORS: JA Copelyn (Chairman)* JA Mabuza (Deputy Chairman)* MN von Aulock (Chief Executive Officer) RB Huddy (Chief Financial Officer) MJA Golding* JM Kahn* EAG Mackay* VE Mphande* JG Ngcobo** Y Shaik** RG Tomlinson (Lead Independent)** A van der Veen* MI Wyman*# (*Non-executive Director **Independent Director British#) COMPANY SECRETARY: WJ van Wyngaardt REGISTERED OFFICE: Palazzo Towers East, Montecasino Boulevard, Fourways, 2055 (Private Bag X200, Bryanston, 2021) TRANSFER SECRETARIES: Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000) SPONSOR: Deutsche Securities (SA) (Proprietary) Limited 3 Exchange Square, 87 Maude Street, Sandton, 2196 (Private Bag X9933, Sandton, 2146) Johannesburg 17 May 2012 Date: 17/05/2012 07:05:02 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.

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