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Audited abridged results for the year ended 30 June 2012
and notice of annual general meeting
Capevin Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1997/020857/06
JSE share code: CVH
ISIN number: ZAE000167714
("Capevin Holdings" or "the company" or "the group")
Audited abridged results for the year ended 30 June 2012
and notice of annual general meeting
- Intrinsic value per share up 25,7% to R6,01
- Final gross dividend per share of 9,7 cents
- Headline earnings per share down 2,2% to 30,8 cents
- Normalised headline earnings per share up 20,3% to 37,9 cents
2012 2011
ABRIDGED GROUP INCOME STATEMENT R'000 R'000
Share of profit of associate 281 167 279 168
Gain on dilution of interest in associate 1 496 1 726
Investment income 413 472
Administrative expenses (6 583) (2 528)
Profit before taxation 276 493 278 838
Taxation (122) (206)
Profit for the year 276 371 278 632
Attributable to:
- Owners of the parent 138 582 141 695
- Non-controlling interest 137 789 136 937
276 371 278 632
Non-headline items
- Interest in adjustments of associate, net
of taxation 130 187
- Gain on dilution of interest in associate (763) (880)
Headline earnings 137 949 141 002
Abnormal excise provision 31 686 -
- Gross amount 44 009 -
- Tax effect (12 323) -
Normalised headline earnings 169 635 141 002
Earnings per share (cents)
- Attributable (basic and diluted) 30,9 31,6
- Headline (basic and diluted) 30,8 31,5
- Normalised headline (basic and diluted) 37,9 31,5
Number of shares in issue and weighted
average (thousands) 447 923 447 923
2012 2011
ABRIDGED GROUP STATEMENT OF COMPREHENSIVE INCOME R'000 R'000
Profit for the year attributable to equity
holders of the company 276 371 278 632
- Share of other comprehensive income/(loss)
of associate 16 024 (8 537)
- Other equity movements of associate 5 337 4 411
- Tax charge relating to component of other
comprehensive income (12) -
Total comprehensive income for the year
attributable to equity holders of the company 297 720 274 506
Attributable to:
- Owners of the parent 149 464 139 591
- Non-controlling interest 148 256 134 915
297 720 274 506
2012 2011
ABRIDGED GROUP STATEMENT OF FINANCIAL POSITION R'000 R'000
Assets
Non-current assets 1 794 697 1 652 027
Investment in associate 1 794 447 1 651 777
Available-for-sale financial asset 250 250
Current assets 3 445 3 685
Income tax receivable - 4
Trade receivables - 5
Cash and cash equivalents 3 445 3 676
Total assets 1 798 142 1 655 712
Equity and liabilities
Equity attributable to owners of the parent
Stated/share capital 7 011 11
Share premium - 7 000
Reserves 904 687 835 520
Non-controlling interest 879 328 809 184
Total equity 1 791 026 1 651 715
Non-current liabilities 47 35
Deferred taxation 47 35
Current liabilities 7 069 3 962
Trade payables 2 769 164
Unclaimed dividends 4 245 3 719
Income tax payable 55 79
Total equity and liabilities 1 798 142 1 655 712
Net asset value per share (cents) 204 188
2012 2011
ABRIDGED GROUP STATEMENT OF CHANGES IN OWNERS' EQUITY R'000 R'000
Ordinary shareholders' equity at beginning of year 1 651 715 1 525 431
Total comprehensive income for the year 297 720 274 506
Unclaimed dividends written back 848 2 673
Dividends paid (159 257) (150 895)
Ordinary shareholders' equity at end of year 1 791 026 1 651 715
Dividend per share
Interim: 9,4 cents (2011: 8,5 cents) - declared 17 February 2012
and paid 22 March 2012
Final: 9,7 cents (2011: 8,7 cents) - declared 3 September 2012
and payable 24 September 2012
2012 2011
ABRIDGED GROUP STATEMENT OF CASH FLOWS R'000 R'000
Cash flows from operating activities
Cash utilised in operations (2 599) (1 357)
Dividends received 161 361 150 205
Dividends paid (159 257) (150 895)
Interest received 406 467
Taxation (paid)/received (142) 79
Net decrease in cash and cash equivalents (231) (1 501)
Cash and cash equivalents at beginning of year 3 676 5 177
Cash and cash equivalents at end of year 3 445 3 676
NOTES TO THE ABRIDGED FINANCIAL STATEMENTS
1. Basis of presentation and accounting policies
The abridged financial statements have been prepared in accordance with the
recognition and measurement principles of International Financial Reporting
Standards ("IFRS"), including IAS 34 - Interim Financial Reporting, as well
as AC 500 standards; the requirements of the South African Companies Act of
2008, as amended, and the Listings Requirements of the JSE Limited. The
accounting policies applied in the preparation of these abridged financial
statements are consistent with those used in the previous financial year.
No new standards, interpretations or amendments, which are relevant to the
group's operations, became effective during the year.
2. Group structure
As at 30 June 2012, the sole investment of Capevin Holdings was an
effective interest of 14,78% (2011: 14,81%) in the issued share capital
of Distell Group Ltd ("Distell"), held via its 51% (2011: 51%) interest in
Capevin Investments Ltd ("Capevin Investments").Subsequent to the
restructuring,detailed in the Commentary, the effective interest in Distell
increased to 28,99%.
3. Commitments and contingencies
The Distell group received an assessment from the South African Revenue
Service for additional employees tax relating to Distell group's share
incentive scheme.The Distell group obtained legal and tax specialist
opinions on this matter,which indicated that no provision is necessary
and the Group submitted an objection to this assessment. Capevin Holdings'
interest in the amount that is at risk is R7,8 million (excluding penalties
and interest).
4. Related party transactions and balances
During the year, the group received dividends amounting to R161 354 000
(2011: R150 205 000) from Distell (an associate), and the group paid
administrative fees of R1 244 000 (2011: R1 182 000), a sponsor fee of
R31 000 (2011: R29 000) and a professional services fee relating to the
scheme of arrangement of R1 950 000 to PSG Corporate Services (Pty) Ltd
(a fellow subsidiary of an investor exercising significant influence over
the group). The independent directors of Capevin Investments (a
subsidiary),Messrs AEvZ Botha, R Jansen and J Hugo each received R50,000
from Capevin Holdings for their role in evaluating the fairness of the
scheme of arrangement that was implemented on 13 August 2012.
5. Segment report
Capevin Holdings is an investment holding company with its sole investment
being an effective interest in Distell. The directors have not identified
any other segment to report on.
COMMENTARY
RESTRUCTURING
On 13 August 2012 a scheme of arrangement ("Scheme") was implemented in terms of
which Capevin Holdings acquired all the ordinary shares in Capevin Investments not
already held by Capevin Holdings, being 20 580 000 shares. Following the
implementation of the Scheme, Capevin Investments is a wholly owned subsidiary of
Capevin Holdings. Capevin Investments shareholders received the scheme consideration
of 21 Capevin Holdings shares for each Scheme share disposed of. Capevin Investments
was delisted following the listing of Capevin Holdings on the JSE on 3 August 2012.
The results as presented here do not reflect the complete effect of the Scheme,
which was only implemented subsequent to year-end.
FINANCIAL RESULTS
Distell's headline earnings increased by 0,8% to R969,9 million for the year under
review. It had to provide for an additional excise duty of R297,8 million (refer to
Distell's results announcement for more detail). Normalised headline earnings,
which excludes the impact of the additional excise duty provision, increased by
23,1%.
Capevin Holdings' total administration expenses for the year increased by R4m due to
one-off non-recurring expenses incurred in respect of the restructuring detailed above.
Capevin Holdings' headline earnings for the year ended 30 June 2012 consequently
decreased by 2,2% to 30,8 cents per share. Normalised headline earnings increased by
20,3% to 37,9 cents per share.
The company's intrinsic value increased by 25,7% to R6,01 per share based on
Distell'sshare price of R90.01 as at 30 June 2012.
PROSPECTS
The board of Distell said that continued uncertainty about the global macro-economic
environment makes it difficult to predict trends in consumer demand. However, they
do believe challenging trading conditions will persist in the year ahead, with
unemployment and limited disposable income likely to continue to curtail consumer
spending,both domestically and internationally.
Distell's underlying financial position remains strong. They are confident that
the business is appropriately structured with a diversified and attractive range
of high-quality and well-priced brands that equip them to compete effectively and
maximise trading opportunities.
Refer to www.distell.co.za for Distell's comprehensive annual results.
AUDITED FINANCIAL STATEMENTS
PricewaterhouseCoopers Inc. has audited the results for the year ended 30 June 2012
and their unqualified audit opinion on the annual financial statements and
the summarised financial statements contained herein, are available for inspection
at the company's registered office.
These summarised financial statements, together with the annual financial statements
from which they have been derived, were compiled under the supervision of Mr A
Mellet,a Chartered Accountant (SA) and an employee of the company's appointed
manager, PSG Corporate Services (Pty) Ltd.
DIVIDEND
In terms of the dividend policy of Capevin Holdings, dividends received from its
indirect interest in Distell, after providing for administration costs, are
distributed to shareholders. The directors have consequently resolved to
declare a gross final ordinary dividend (dividend number 16) of 9,7 cents
(2011: 8,7 cents) per share in respect of the year ended 30 June 2012. The
total gross dividend of 19,1 cents for the year is 11% higher than the
17,2 cents in 2011. A shareholder that had an investment in Capevin Investments
prior to the implementation of the Scheme, will receive a 13,6% increase in total
dividends for the year. The dividends have been declared from income reserves.
The total credits for secondary tax on companies ("STC") utilised as part of
this declaration amount to R13 681 493 and represent 1,55453 cents per share.
The taxable portion of the dividend is therefore 8,14547 cents per share.
The dividend is subject to a local dividend tax rate of 15% or 1,22182 cents
per share, resulting in a net dividend of 8,47818 cents per share, unless the
shareholder is exempt from paying dividend tax or is entitled to a reduced rate
in terms of the applicable double-tax agreement. The number of issued ordinary
shares is 880 103 265 at the date of this declaration. The company's income tax
reference number is 9599656718.
The salient dates of this dividend distribution are:
Last day to trade cum dividend Thursday, 20 September 2012
Trading ex dividend commences Friday, 21 September 2012
Record date Friday, 28 September 2012
Date of payment Monday, 1 October 2012
Share certificates may not be dematerialised or rematerialised between Friday,
21 September 2012 and Friday, 28 September 2012, both days inclusive.
ANNUAL GENERAL MEETING
The company's annual general meeting will be held at PSG Group's office
situated at 1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch on Thursday,
18 October 2012 at 10h00.
Signed on behalf of the board of directors
Chris Otto Dries Mellet
Chairman Financial director
Stellenbosch
3 September 2012
Directors:
CA Otto (Chairman), A Mellet* (Financial director), AEvZ Botha, JJ Durand,
N Celliers, LC Verwey
(* executive)
Secretary:
PSG Corporate Services (Pty) Ltd
Registered office:
1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600;
PO Box 7403, Stellenbosch, 7599
Transfer secretaries:
Computershare Investor Services (Pty) Ltd
70 Marshall Street, Johannesburg, 2001; PO Box 61051, Marshalltown, 2107
Sponsor: PSG Capital
Auditor: PricewaterhouseCoopers Inc.
Date: 03/09/2012 05:27:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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