Wrap Text
BAT - Brait SE - Audited final results for the year ended 31 March 2012 and
declaration of dividend
Brait SE
(Registered in Malta as a European Company)
(Registration No. SE1)
Share code: BAT & ISIN: LU0011857645
("Brait", the "Company" or "Group")
AUDITED FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2012 AND DECLARATION OF
DIVIDEND
HIGHLIGHTS
FINANCIAL HIGHLIGHTS
- Net Asset Value ("NAV") per share up 25% to ZAR20.59 on ZAR16.50 Rights Offer
Price (61% increase for the year)
- Proposed bonus share dividend (with cash alternative of 20.59 ZAR cents per
share)
- Normalised headline earnings per share up 189% to ZAR4.33 (2011: ZAR1.50)
- Headline earnings per share up 249% to ZAR5.45 (2011: ZAR1.56)
- Operating expenses of ZAR117 million are 60% down from prior year (2011:
ZAR290 million)
- Cash and cash equivalent ratio to NAV ratio at 5%
OPERATIONAL AND STRATEGIC HIGHLIGHTS
- Successful transition from traditional private equity fund manager to
investment holding company
- Completion of the ZAR8.6 billion capital raise (ZAR6.4 billion equity and
ZAR2.2 billion debt)
- ZAR6.4 billion invested on the acquisition of significant stakes in Pepkor,
Premier Foods and Iceland Foods
Abridged Group Statement of Comprehensive Income for the year ended
Audited Audited Notes Audited Audited
31 31 31 31
March March March March
2011 2012 2012 2011
R`m R`m EUR`m EUR`m
276 2 568 Investment gains 2 251 28
274 257 Other investment income 25 28
(290) (117) Operating expenses 3 (11) (30)
(49) (62) Finance costs 4 (6) (4)
(36) (39) Taxation 5 (4) (4)
Profit for the year/ 255 18
175 2 607 earnings
(61) 48 Translation adjustment (7) (1)
Comprehensive income for 248 17
114 2 655 the year
SALIENT FEATURES
Headline earnings (R`m /
175 2 173 EUR`m) 6 213 18
Net asset value per share
1 278 2 059 (cents) 201 133
N/A 25% Net asset value CAGR (%)# N/A N/A
Normalised headline earnings
150 433 per share (cents)* 42 15
Headline earnings per share
(cents)
156 545 - Basic 53 16
153 545 - Diluted 53 16
Earnings per share (cents)
156 654 - Basic 64 16
153 654 - Diluted 64 16
Proposed / paid dividends per
74.24 20.59 share (cents) 2.13 7.74
FINANCIAL STATISTICS
Market capitalization (R`m
2 231 10 534 /EUR`m) 1 030 312
119 506 Shares in issue (m) 506 119
(2) (5) Treasury shares (m) (5) (2)
117 501 Shares outstanding (m) 501 117
Weighted average shares in
issue (m)
112 399 - Basic 399 112
114 399 - Diluted 399 114
1 875 2 081 Closing share price (cents) 203 262
# Compound Annual Growth Rate "CAGR" is calculated over any three year period
commencing on 1 April 2011 and assuming an opening NAV of the ZAR16.50 Rights
Offer Price.
*Headline earnings for the year divided by actual shares outstanding
Abridged Group Statement of Financial Position as at
Audited Audited Notes Audited Audited
31 31 31 31
March March March March
2011 2012 2012 2011
R`m R`m EUR`m EUR`m
ASSETS
1 935 11 251 Non-current assets 1,099 202
1 925 9 961 Investments 973 201
Commercial loan to
- 1 284 Investment Team 7 125 -
10 6 Property and equipment 1 1
219 543 Current assets 53 23
47 20 Accounts receivable 2 5
172 523 Cash and cash equivalents 51 18
2 154 11,794 Total assets 1,152 225
EQUITY AND LIABILITIES
1 491 10,321 Equity and reserves 1,008 157
570 1,410 Non-current liabilities 138 59
450 - Redeemable preference shares - 47
2 1,370 Borrowings 8 134 -
118 40 Deferred tax liability 4 12
93 63 Current liabilities 6 9
2 154 11,794 Total equity and liabilities 1,152 225
119 506 Shares in issue (m) 506 119
(2) (5) Treasury shares (m) (5) (2)
Outstanding shares for NAV
117 501 calculation (m) 501 117
1 278 2 059 Net asset value per share 201 133
(cents)
Abridged Group Statements of Changes in Equity for the year ended
Audited Audited Audited Audited
31 31 31 31
March March March March
2011 2012 2012 2011
R`m R`m EUR`m EUR`m
Balance at beginning of the
1 382 1 491 year 157 140
Rights Offer and Private
Placement issue
- 6 389 ("Transaction") 624 -
- (198) Transaction costs (19) -
175 2 607 Profit for the year 255 18
(61) 48 Translation adjustments (7) (1)
(Buyback) / sale of treasury
10 (16) shares/rights (2) 2
Issue of shares - Sitogo
166 - unwind - 17
1 - Share entitlements - -
(182) - Ordinary dividends paid - (19)
1 491 10 321 Balance at end of year 1 008 157
Group Statement of Cash Flow for the year ended
Audited Audited Audited Audited
31 31 31 31
March March March March
2011 2012 2012 2011
R`m R`m EUR`m EUR`m
Cash flows from operating
activities:
17 1 126 Sale of investments 110 2
87 75 Fees received 7 9
22 4 Interest received - 2
13 - Dividends received - 1
66 - Fees received in advance - 7
(162) (162) Operating expenses paid (15) (17)
(3) (118) Taxation paid (12) -
(56) (30) Interest paid (3) (6)
(16) 895 Operating cash flow excluding 87 (2)
purchases of investments
- (6 450) Purchase of investments (630) -
Net cash used in operating
(16) (5 555) activities (543) (2)
- Acquisition of property and
(2) equipment - -
- Net cash used in investing
(2) activities - -
Proceeds from Rights Offer and
Private Placement Issue
- 6 389 ("Transaction") 624 -
- (187) Transaction costs (18) -
Net proceeds from long-term
(4) 1 337 borrowings 131 -
- (1 200) Commercial loan to Investment Team (117) -
Repayment of redeemable preference
- (450) shares (44) -
(Buyback) / sale of treasury
19 (16) shares/rights (2) 2
(182) - Dividends paid - (19)
(4) - Sitogo unwind - -
(9) - Share scheme dividends paid - (1)
Net cash from/(used in) financing
(180) 5 873 activities 574 (18)
Net increase/(decrease) in cash and
(198) 318 cash equivalents 31 (20)
Effects of exchange rate changes on
(18) 33 cash and cash equivalents 2 (2)
Cash and cash equivalents at
281 172 beginning of year 18 29
Cash and cash equivalents at end of
65 523 year 51 7
Reclassification of liquid product
107 - investments as cash - 11
Revised cash and cash equivalents at
172 523 end of year 51 18
Extracted Notes to the abridged financial statements for the year ended
1. Basis for preparation
The financial statements of the Group are prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European
Union, on the going concern principle, using the historical cost basis, except
where otherwise indicated. The abridged financial statements are presented in
accordance with IAS 34 (Interim Financial reporting). The accounting policies
and methods of computation are consistent with those applied in the prior year,
except for segment reporting and dual presentation currencies as explained
below:
1.1 Segmental Reporting
- The change in the Group`s business model has resulted in only one business
segment. Segment reporting is therefore no longer required.
1.2 Dual presentation currencies
- The Group`s main presentation currency has changed to the Euro following the
Company`s migration from Luxembourg to Malta, in accordance with the local
Companies Act requirements. The ZAR has replaced the USD as the alternative
presentation currency. The Group has three functional currencies: USD (US$), GBP
and SA Rand (ZAR) for the respective jurisdictions in which it operates. The
financial statements have been prepared using the following exchange rates at
yearend:
USD/ZAR 7.6687 USD/EUR 0.7492
GBP/ZAR 12.2900 GBP/EUR 1.2006
EUR/ZAR 10.2364
2. Investment gains:
Audited Audited Note Audited Audited
31 31 31 March 31 March
March March
2011 2012 2012 2011
R`m R`m EUR`m EUR`m
Unrealised revaluation of 208 28
275 2 129 investments
Gain on fair value of
- 434 retained investment 6.1 42 -
Net gain on disposal of
1 5 investments 1 -
276 2 568 Total investment gains 251 28
3. Operating expenses includes the following amounts:
163 67 Employee costs 7 16
5 7 Retirement funding costs 1 1
37 8 Directors emoluments 1 4
19 13 Audit and professional fees 1 2
20 11 Office related costs 1 2
4. Finance costs:
Interest expense and facility
7 51 fees 5 1
42 11 Preference share dividends 1 3
49 62 Total finance costs 6 4
5. Taxation:
36 39 Foreign taxation 4 4
7 20 Current 2 1
20 11 Deferred 1 2
9 8 Other 1 1
6. Headline earnings reconciliation
Profit for the year/ 255 18
175 2 607 earnings
- (434) Capital Item 6.1 (42) -
175 2 173 Headline earnings 213 18
6.1 Capital Item - ZAR434 million
As previously communicated to the market following the Company`s business model
change to an investment holding company, the Company`s asset management units
were restructured to non-controlled investments. The remaining interests were
fair valued through the Statement of Comprehensive Income on the loss of control
in accordance with IAS 27, resulting in the above capital profit. At the
reporting date, a fair value loss has been charged against the carrying value of
the asset.
6.2 Interim Results to 30 September 2011
In the Interim Results for the six months ended 30 September 2011, the net
ZAR434 million capital profit had been treated as a credit to opening retained
earnings instead of a credit to the Statement of Comprehensive Income. Had the
current year end treatment been followed at 30 September 2011, the profit for
the interim period would have increased by ZAR434 million, while the closing NAV
and headline earnings would have remained unchanged. Below is a summary of the
differences:
30 Sept 30 Sept 30 Sept 30 Sept
2010 2011 2011 2010
R`m R`m EUR`m EUR`m
1 960 9 099 Reported Net Asset Value 839 206
(411) - Capital Item - (43)
1 549 9 099 Restated Net Asset Value 839 163
93 1 038 Reported Headline Earnings 102 10
23 - Capital Item - 2
116 1 038 Restated Headline Earnings 102 12
93 1 038 Reported Interim Earnings 102 10
23 434 Capital Item 42 2
116 1 472 Restated Interim Earnings 144 12
7. Commercial loan to Investment Team
The loan to the Investment Team is ZAR-denominated and bears interest at the
Johannesburg Inter Bank Acceptance Rate ("JIBAR") plus 3,5%, with the right to
roll up interest. The loan is repayable at the end of its five-year term with an
option to extend for another five years.
8. Borrowings
Borrowings from First Rand Bank Limited (trading through its Rand Merchant Bank
division) and The Standard Bank of South Africa Limited are ZAR-denominated,
bear interest at JIBAR plus 3.4% to 4.0% and interest is repayable semi-
annually, with the right to roll up the interest. The borrowings are repayable
after five years with an option to extend for another five years.
9. Related parties
Audited Audited Audited Audited
31 31 31 March 31 March
March March
2011 2012 2012 2011
R`m R`m EUR`m EUR`m
Statement of Financial
Position Balances
Commercial loan to
- 1 284 Investment Team 125 -
17 - Accounts receivable - 2
Profit from operations
include:
(2) - Fees paid - -
(37) (8) Directors` remuneration (1) (1)
- 84 Interest income 8 -
Statement of changes in
equity
Transaction costs - legal
- (13) fees (1) -
10. Subsequent events
No events have taken place between 31 March 2012 and the date of the release of
this report, which would have a material impact on either the financial position
or operating results of the Group.
Auditor`s opinion
The auditors, Deloitte Audit Limited, have issued their opinion on the group`s
financial statements for the 31 March 2012 year end. The audit was conducted in
accordance with International Standards on Auditing. They have issued an
unmodified audit opinion. These abridged provisional financial statements have
been derived from the group financial statements and are consistent in all
material respects, with the group financial statements. A copy of their audit
report is available for inspection at the company`s registered office. Any
reference to future financial performance included in this announcement, has not
been reviewed or reported on by the Company`s auditors.
REVIEW OF OPERATIONS
The Business of Brait
Brait is a listed investment company that focuses its investments in primarily
privately owned businesses. The Group also has interests in management companies
that oversee traditional private equity funds.
The defensive nature of Brait`s portfolio has been key in the Group`s ability to
post a solid performance for the year under review, which has been characterized
by a challenging economic environment.
Brait`s new business model
The Board of Directors is pleased to report to the Company`s shareholders on the
results for the year ended 31 March 2012. This has been a milestone year for the
Company which saw a successful change in the business model from an alternative
asset manager to an investment holding company. The change was underpinned by
the successful completion of the ZAR8.6 billion new capital raise, which was
made up of ZAR6.4 billion from the Rights Offer and Private Placement concluded
on 4 July 2011, as well as ZAR2.2 billion of debt facilities.
Key milestones for the year included:
- Securing the Titan Group as an anchor shareholder of Brait, with Dr CH Wiese
becoming a non-executive director of Brait;
- Alignment of interests between shareholders and the Investment Team with the
latter`s acquisition of an 18% interest in Brait;
- Acquisition of significant stakes in Pepkor, Premier Foods and Iceland Foods
for a total of ZAR6.4 billion;
- Restructuring of the format of the Board of Directors into a European style
investment vehicle which is made up exclusively of non-executive directors whose
primary responsibility is to oversee the Company`s strategy and investment
management functions;
- Conversion of the Company`s asset management units into fair value portfolio
companies; and
- Restructuring into a European Company domiciled in Malta with resultant name
change from Brait Societe Anonyme to Brait Societas Europaea (Brait SE).
Since the last reporting period in November 2011, the Company has continued to
successfully drive value from its underlying portfolio. In addition, the
Directors were pleased to announce on 9 March 2012 the successful acquisition of
18.7% in Iceland Foods, a leader in the frozen food market segment in the United
Kingdom. This acquisition, which was completed alongside Iceland Food`s
experienced management team, represents a quality investment for Brait in an
industry that the Company is familiar with and enhances the defensive nature of
the Group`s portfolio through additional exposure to the cash consumer retail
sector.
Value drivers
Growth in NAV as determined by the fair value of its underlying portfolio is the
Company`s key performance measure. In summary, the Directors believe that the
following factors are the core value drivers for the business:
- Growth in NAV;
- Minimal cost leakage;
- Minimal balance sheet cash drag;
- Significant cash flow within the underlying assets; and
- Predictable and consistent dividend to NAV yield.
A summary of Brait`s results as measured by these key value drivers is as
follows:
Growth in NAV
Brait will be targeting to grow its NAV per share at a compound rate of at least
15% per annum (CAGR) over any three-year period commencing 1 April 2011 and
assuming an opening NAV of the ZAR16.50 Rights Offer Price. The Directors are
pleased that the Group has exceeded this key performance measure for its maiden
reporting period under review. The Group`s NAV per share of ZAR20.59 at 31 March
2012 represents a 25% increase on the ZAR16.50 Rights Offer Price, and a 61%
increase on the prior year.
The Group`s valuation policy is in accordance with the principles of the
International Private Equity and Venture Capital (IPEVC) guidelines and IFRS. At
reporting date, the EV/EBITDA valuation multiples for the portfolio are Pepkor
at 8x; Premier Foods at 6.5x; Iceland Foods at 6.5x; with the remaining
investments carried at an average of 6.6x. It is pleasing to note that the NAV
increase is attributable primarily to EBITDA growth and cash flow generation
within investee companies while using similar EBITDA valuation multiples. The
current NAV break-down is as follows:
31 March 31 March %
2012 2012
R`m EUR`m
9 961 Investments 973 84%
6 701 Pepkor 655 57%
1 191 Premier Foods 116 10%
998 Iceland Foods 97 8%
584 Private equity fund investments 57 5%
384 Other investments 38 3%
103 Asset Management Units (AMU) 10 1%
6 Property and equipment 1 -
Commercial loan to Investment
1 284 Team 125 12%
20 Accounts receivable 2 -
523 Cash and cash equivalents 51 4%
11 794 Total assets 1 152 100%
1 473 Total liabilities 144
1 370 Borrowings 134
40 Deferred tax liability 4
63 Current liabilities 6
10 321 Net Asset Value 1 008
Number of issued shares (`mil,
excluding treasury shares)
501 501
Net asset value per share (cents)
2 059 201
Key highlights of the Group`s portfolio are:
- Pepkor, the Group`s largest investment, has continued to trade well for the
six months ended 31 December 2011, showing solid revenue and EBITDA growth;
- The key operational changes reported for Premier Foods at the interim results
have been successfully implemented, with the business on track to meet its
upwardly revised earnings target to June 2012. Premier Foods acquired
controlling stakes in two Swaziland bakeries during February 2012 to form
Premier Swazi Bakeries, as well as initiating a multi-year capital expenditure
programme to expand and upgrade its operations;
- Brait successfully acquired an 18.7% stake in Iceland Foods for a net
consideration of GBP81.2 million. This investment has been carried at cost at 31
March 2012 adjusted for cash on hand and the impact of the closing ZAR/GBP
exchange rate;
- The Brait IV private equity investments have shown steady performance for the
year under review; and
- Cash and cash equivalents have decreased since the interim results in line
with the acquisition of Iceland Foods. The Company has ZAR523 million cash on
hand in addition to ZAR527 million of unutilised debt facilities.
Minimal cost leakage
A key objective of the new Brait model is to have an efficient cost structure.
To achieve this, the Group streamlined its middle and back-office functions and
effected the necessary headcount reductions. The Group has reduced its headcount
from 95 to 30 as at 31 March 2012.
The above structural changes have translated into a 60% decrease in operating
costs from ZAR290 million last year to ZAR117 million. Measured against Brait`s
benchmark of gross operating costs to Assets Under Management ("AUM") ratio of
0.85% or less, the current year ratio is 0.79%.The net operating costs ratio
after fee income for the year is 0.27%.
Minimal balance sheet cash drag
Brait`s target cash to NAV percentage is equivalent to or less than 25%, with
the current ratio at a comfortable 5.1%. This translates into 4.4% of total
assets. The cash and cash equivalents are invested in low risk instruments that
reduce term and liquidity risks for the Group.
Significant cash flow within the underlying assets
The Directors believe it is critical to demonstrate regular cash flow within the
underlying investments. The main assets held by the Company are cash generative
with high earnings-to-cash conversion ratios.
Predictable and consistent dividend to NAV yield
Brait`s new business model has necessitated a change in its dividend policy.
Dividends are considered annually when the results for each year are published.
The extent of any dividends are determined relative to net operating cash flows
and to the proceeds received on the realisation of loans and investments from
time to time and which are not earmarked for new projects or required for
liquidity. The Group`s dividend policy is a dividend to NAV yield of 1% - 2.5%
per annum to be paid by either cash or a bonus share issue. See details on the
final proposed dividend for the year below.
Group funding position
The Directors believe that the Group is adequately funded, with ZAR1 billion
available to fund new investment opportunities.
In addition to shareholders` equity of ZAR10.3 billion, the Group has raised
ZAR2.2 billion long-term borrowings, of which ZAR527 million is still available
for drawdown. During the year, the Group redeemed in full its ZAR450 million
preference shares which had been in issue since 2006. In addition, a net ZAR16
million was used to buy back Brait`s own shares.
The Group continues to explore new sources of funding through raising cheaper
and more permanent forms of capital to achieve a more efficient capital
structure.
Proposed dividend
The Board of Directors has proposed a final dividend distribution of 20.59 ZAR
cents or 2.13 EUR cents (equivalent to 1% of Brait`s NAV per share at 31 March
2012), for the financial year ended 31 March 2012. The dividend will be by way
of a bonus share issue of new, fully paid, ordinary Brait Shares with a par
value of EUR 0.22 each ("New Shares") in proportion to shareholders`
shareholding in Brait, payable to shareholders recorded in the register on the
Friday 10 August 2012 (the "Bonus Share Issue"). Shareholders will be entitled,
in respect of all or part of their shareholding as of the record date (10 August
2012), to elect to receive a cash dividend of 20.59 ZAR cents or 2.13 EUR cents
per ordinary share (the "Cash Dividend Alternative") held in lieu of all or part
of the Bonus Share Issue to which they would have been entitled, which will be
paid only to those shareholders whose election forms to receive the Cash
Dividend Alternative, in respect of all or part of their shareholding are
received by the transfer secretaries on or before 12:00 p.m. on Friday, 10
August 2012. The Bonus Share Issue and Cash Dividend Alternative (and necessary
changes to the Company`s articles of association) are, however, subject to
shareholder approval at the Company`s AGM on 25 July 2012.
Shareholders not electing to receive the Cash Dividend Alternative in respect of
all or part of their shareholding will, without any action on their part, be
issued with New Shares in accordance with their shareholding pursuant to the
Bonus Share Issue.
The number of New Shares to which shareholders will be entitled pursuant to the
Bonus Share Issue will be determined by such shareholder`s shareholding in Brait
as of the 10 August 2012 in relation to the ratio that 20.59 ZAR cents bears to
ZAR22.62, being the 60-day volume weighted average price ("VWAP") of ordinary
Brait shares on the Luxembourg Stock Exchange ("LuxSE") and the Johannesburg
Securities Exchange ("JSE") during the trading period ending on Monday 4 June
2012.
A circular and an election form will be sent to all shareholders on Friday 22
June 2012 containing full details of the Bonus Share Issue and Cash Dividend
Alternative.
The rationale for the Bonus Share Issue is to afford shareholders the
opportunity to increase their shareholding in Brait and retain the Company`s
flexibility on cash holdings.
The Bonus Share Issue and the Cash Dividend Alternative may have tax
implications for shareholders.
The receipt of New Shares by South African resident shareholders should not be
classified as a dividend or a foreign dividend for South African tax purposes
and hence dividends tax should not be levied on the New Shares. For those South
African resident shareholders electing the Cash Dividend Alternative in lieu of
the New Shares, such amount will be regarded as a foreign dividend, but may be
subject to South African dividends tax at the rate of 15%, unless an exemption
as set out in the South African Income Tax legislation applies.
If dividends tax does apply, the net dividend will be 17.50 ZAR cents.
Shareholders are therefore encouraged to consult with their professional
advisors should they be in any doubt as to the appropriate action to take.
The issued share capital at the date of this announcement is 506 200 693
ordinary shares.
The salient dates are as follows:
EVENT 2012
Circular and form of election posted to
shareholders on: Friday, 22 June
AGM approving the Bonus Share Issue/Cash Dividend
Alternative on: Wednesday, 25 July
Last day to trade in order to be eligible for the
Bonus Share Issue or, alternatively, the Cash
Dividend Alternative on: Thursday, 2 August
Ordinary shares trade "ex" the Bonus Share
Issue/Cash Dividend Alternative on: Friday, 3 August
Last day for election forms to receive the Cash
Dividend Alternative instead of the Bonus Share
Issue to reach the Transfer Secretaries by 12:00 Friday, 10 August
p.m. on:
Record date in respect of the Bonus Share
Issue/Cash Dividend Alternative on: Friday, 10 August
Share certificates and dividend cheques posted,
CSDP/participant/broker accounts credited/updated
and New Shares listed on the LuxSE and JSE on: Tuesday, 14 August
Share certificates may not be dematerialised or rematerialised, nor may
transfers between the Luxembourg and South African registers take place between
Friday, 3 August 2012 and Friday, 10 August 2012, both days inclusive.
Please note that the New Shares to be issued in terms of the Bonus Share Issue
may not be traded until Tuesday, 14 August 2012.
Group outlook
The Directors believe that this has been a momentous year for Brait capped by
the strong financial results. The Group has successfully transitioned to the new
business model and is well positioned for the future.
For and on behalf of the Board
Phillip Jabulani Moleketi
Non-Executive Chairman
5 June 2012
Directors (all non-executive)
PJ Moleketi (Chairman)*
AC Ball*
CD Keogh##
RJ Koch##,
CS Seabrooke*
R Schembri+
HRW Troskie**
SJP Weber#
Dr CH Wiese*
+Maltese
#Luxembourgish
##British
**Dutch
*South African
The Company is primarily listed on the Euro MTF market of the LuxSE and
secondarily listed on the JSE.
Brait SE
Registration No: SE1
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Date: 06/06/2012 07:05:02 Supplied by www.sharenet.co.za
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