Wrap Text
Group Interim Results for the six months ended 31 December 2012
DIGICORE HOLDINGS LIMITED
Co. Reg. No: 1998/012601/06
JSE code: DGC
ISIN: ZAE000016945
("DigiCore" or "the company" or "the group")
GROUP INTERIM RESULTS
FOR THE SIX MONTHS
ENDED 31 DECEMBER 2012
REVENUE R448 million
GROSS PROFIT R299 million
EBITDA R62 million
PROFIT AFTER TAX R13 million
CASH GENERATED FROM OPERATIONS R56 million
COMMENTARY
DigiCore's results for the six months ending 31 December 2012 were
affected by a host of factors. Compared to the preceding six-month
period, the group recorded growth, but current results were below
those of the first half of FY12.
We are satisfied that the business has turned, albeit slowly. We increased
turnover, unit sales and annuity income in real terms. We have
restructured and changed management teams, an investment for
future growth. While cellular connection incentive bonuses ended,
lower monthly costs (down 70%) will have a much more positive effect
on profitability in years to come. Cash flow during the period was
affected by this change.
The group has expanded into new areas geographically, and through
some smaller acquisitions in the past 18 months. We will, in the next
12 months, consolidate the businesses to better manage working
capital, cash flow and expenditure.
We continue to concentrate on improved systems, customer care and
innovative products to entrench our position in the market.
Financial overview
For the six months ended December 2012 the group increased its
installed base, with an additional 41 000 systems shipped. This further
entrenched the future annuity subscriptions and service revenue
streams of the group. Additional investments have also been made in
maintaining and enhancing our technology offerings.
Revenue increased by 12% to R448,5 million from R400,5 million in
the comparative reporting period. This was somewhat offset by a
reduced gross margin to 66,7% (2011: 69,5%), mainly due to sales of
Discovery units at reduced margins. The 7% increase in gross profit to
R299,2 million was affected by the 11% increase in operating expenses
to R250,2 million (2011: R224,7 million).
Depreciation and amortisation charges for the review period increased
significantly due to the increase in rental assets being depreciated
over the term of the contracts.
Higher finance charges, to support the continued investment in rental
assets, have further decreased earnings per share by 51% to 4,9 cents.
Net cash generated from operating activities of R56,1 million was used
to finance the R46 million investment in rental stock for the period under
review.
Operational overview
Engineering
Over the past six months the group's engineering divisions in South
Africa, UK and Australia have made significant progress in rolling
out the new-generation hardware platform for Ctrack products
and solutions globally. The iS100 platform has been replaced with
iS100 series 2 which has reduced production costs even further and
maintains the feature-rich performance of its predecessor, offering
top-end functionality to the insurance sector. In addition, 2G and 3G
versions have been developed to aggressively compete in the low-cost
insurance and stolen vehicle recovery markets. This new technology
platform for Ctrack's solutions has resulted in a flagship fleet offering
in Australia. The launch of the iS300 series started in January 2013 and
will replace existing hardware platforms over the next few months.
Bluetooth capability has been introduced to Ctrack's solutions,
allowing seamless integration to the new-generation in-cab navigation
and messaging device, Ctrack OntheRoad. OntheRoad replaces the
cCom driver terminal device and is fully connected to the internet for
rapid online searching. Live traffic, driver behaviour indication and
truck attribute-based navigation are among the latest features of
OntheRoad.
Ctrack's Online application has been significantly improved, enabling
users to manage their fleets independently from the Ctrack bureau
service.
Cost of sales in production has benefited from the new designs, with
an overall reduction of 20 30% expected over the next six months.
South Africa
The latest technology platform was introduced in July 2012 and is
now well embedded into the business after extensive and enhanced
technical training for staff. This upgrade offers an even more robust
and remotely scalable set of solutions to our customers' rapidly
changing requirements. Our customers are now reaping dividends
from the increased quality and support to fully leverage the benefits of
the solutions Ctrack has implemented.
Ctrack South Africa embarked on a customer-focused drive over this
period to further raise customer service levels. As a result, contract
renewals improved over the period and continue to increase monthly.
A number of long-standing fleet orders and partnerships have come
to fruition and initial roll outs will start to gather momentum. The
fleet tender business has been particularly busy, with many tenders
in adjudication over the next three months. Partner channels to
market have expanded and the groundwork completed to support
sustainable growth. Discovery Insure has recorded solid growth. While
not meeting full volume expectations, this initiative has comfortably
exceeded 30 000 Ctrack insurance telematics systems installed to date.
FleetConnect has worked very closely with Wesbank to further enhance
their joint asset management solutions and partnership to market.
Tap-i-Fare continues to work closely with the taxi industry in both
KwaZulu-Natal and the Western Cape. Local operations have been
established in KwaZulu-Natal for roll out from April 2013.
Europe and UK
The European region has had a difficult trading period, with growth
in the UK offset by stagnating sales in other countries. A period of
restructuring has resulted in some exceptional costs, however the
efficiency of these operations has improved. The strategic direction
has focused on prioritising a recurring-revenue business model and
increasing market share in the core sectors of utilities, local government
and transport.
Despite continued weak economic growth in Europe, the newly
restructured management team has made some progress in a
number of key areas. The UK business has achieved a high contract
renewal rate in the existing and acquired (Minorplanet) customer
base, facilitating a more versatile business for the future.
In addition, there has been significant investment in the retail insurance
sector, alongside some of the region's market-leading providers, which
could launch Ctrack into a high-growth new market in the near future.
In mainland Europe, progress is being made in migrating customers
onto the latest platforms and delivering new technologies. Customer
service has steadily improved over the period, after investing in the
hosting network across the region.
Africa
Ctrack Africa is growing rapidly, delivering the same net profit in the first
six months of 2013 as it did for the full year 2012.
The mining industry remains the key focus for the African market.
Most development took place in the coal-producing region of Tete in
Mozambique, where the group provided telematics solutions. A new
project was set up in Guinea, West Africa, during the review period with
Ctrack systems scheduled to be installed during February 2013. There
is also increased its focus on fleet management solutions to reduce
vehicle abuse and increase the productivity of its operations vehicles.
Australia and New Zealand
During the review period, we successfully launched new products
using the latest technology platform in Australia and New Zealand.
Of particular note was the recent launch of 3G with the iS220 hardware
platform. The Australian market continues to demand 3G with Ctrack
now positioned to provide the latest solutions. The business is targeting
various industry sectors and focused on mining, fleet and insurance
solutions, where there is strong demand. The Australian economy
continues to track well, presenting Ctrack with several opportunities
through compliance regulations, new technology such as electronic
work diaries and the emergence of new products catering for satellite
communications and fatigue-management solutions.
Several projects currently being developed with the carrier and
insurance sectors are expected to support continued growth.
Asia and Middle East
Focusing on the growing trend of cross-border logistics from China to
Singapore, Ctrack Asia has recently added Singapore to its distributor
network which already includes Vietnam, Laos, Cambodia and
Malaysia. Represented by Mega Fortris Ctrack Solutions, Ctrack will start
operations in Singapore from April 2013.Thailand will follow, completing
the corridor.
ISIS has received interest from cash-in-transit and logistic companies to
protect their cargo. New technologies such as 3G data and controlled
roaming, supported by the new data centre in Malaysia, now offer
Ctrack customers market-leading tracking technology and services.
New initiatives by governments in Dubai and Singapore to introduce
controls on heavy-duty trucks are expected to support good growth in
the second half of the year and beyond.
Latin America
The Ctrack Latin America operation is in its third year with distribution
points in Mexico, Chile, Peru and Colombia. Ctrack partners with and
operates through Tecnocom, a US$500 million global IT company. The
Tecnocom is an excellent source of ongoing and new business for
Ctrack, offering an end-to-end, modular solution service for a number
of industries such as emergency, logistics, distribution, cold chain and
mining.
Ctrack Latin America has focused exclusively on fleet management
but will introduce the driver behaviour model in the insurance
telematics sector in coming months.
Industry comments
DigiCore continues the shift from selling tracking devices towards an
information-based service-and-subscription revenue model, supported
by client-selectable value-added solutions.
A new division, strategic and special projects, has been formed as part
of the group's recent restructuring. This division is tasked to identify and
define innovative applications and future telematic trends. Insurance
telematics is just one example of this approach, with our success in
this field reflected in DigiCore's insurance telematics solutions being
duplicated in other countries.
Working on a number of other telematics initiatives outside the
traditional vehicle and fleet management areas is a key part of
DigiCore's strategy to be a leader in reshaping the telematics industry.
MegaFortris/ISIS which is a combination of client partner request
and our Thrip Container research strategy, received the South African
Department of Trade and Industry's technology award, and this is now
being rolled out worldwide.
Outlook
The board is cautiously optimistic of an improved trading performance
in the year ahead. With management and structural changes
complete, and a new product set released, the group is well positioned
to capitalise on opportunities in the fleet, mining, government
and insurance telematics industries. This will be achieved through
partnerships and long-standing relationships with loyal customers,
both locally and internationally, increasing the number of systems sold
and growing annuity revenue streams.
For and on behalf of the board
NH Vlok
Chief Executive Officer and Chairman
AJ Voogt
Chief Financial Officer
27 February 2013
ABRIDGED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
at 31 December 2012
31 Dec 12 31 Dec 11 30 Jun 12
R'000 R'000 R'000
Notes (Unaudited) (Unaudited) (Audited)
Assets
Non-current assets 560 151 447 953 541 519
Property, plant and equipment 205 700 181 859 203 730
Goodwill 2 223 811 156 512 220 584
Intangible assets 95 826 58 402 79 487
Investments in associates 5 595 6 813 7 110
Other financial assets 18 821 1 250
Deferred tax 29 219 25 546 29 358
Current assets 430 953 406 141 365 136
Inventories 105 217 116 629 95 763
Other financial assets 5 930
Current tax receivable 2 426 2 046 2 426
Trade and other receivables 256 949 237 303 225 628
Cash and cash equivalents 66 361 44 233 41 319
Assets held for sale 3 25 862 28 606
Total assets 1 016 966 854 094 935 261
Equity and Liabilities
Equity attributable to equity
holders of parent 664 266 624 997 643 988
Share capital and premium 166 324 166 215 166 324
Foreign currency translation reserve 13 678 (18 253) (524)
Share-based payment reserve 9 989 7 288 9 989
Retained income 4 474 275 469 747 468 199
Non-controlling interest (10 794) 20 345 (14 524)
Non-current liabilities 62 939 39 048 33 040
Other financial liabilities 51 739 26 543 22 995
Finance lease obligation 8 965 10 430 7 810
Deferred tax 2 235 2 075 2 235
Current liabilities 208 416 169 704 176 209
Other financial liabilities 44 524 16 936 10 183
Current tax payable 11 500 19 907 16 222
Finance lease obligation 4 827 5 616 7 111
Trade and other payables 89 975 93 230 61 715
Provisions 7 754 12 015 10 808
Bank overdraft 49 836 22 000 70 170
Liabilities held for sale 3 92 139 96 548
Total equity and liabilities 1 016 966 854 094 935 261
Net asset value per share (cents) 268,2 252,4 260,0
Net tangible asset per share (cents) 139,1 165,6 138,9
ABRIDGED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
for the six months ended 31 December 2012
Six months Six months Year
ended ended ended
31 Dec 12 31 Dec 11 30 Jun 12
R'000 Growth R'000 R'000
(Unaudited) (%) (Unaudited) (Audited)
Revenue 448 478 12 400 504 844 379
Cost of sales (149 292) 22 (121 933) (251 820)
Gross profit 299 186 7 278 571 592 559
Other income 12 338 16 810 19 563
Operating expenses (249 757) (224 868) (505 190)
Earnings before interest, impairments, taxation, depreciation,
amortisation and capital items 61 767 (12) 70 513 106 932
Depreciation and amortisation (44 553) (32 744) (61 133)
Capital items 70 209 (229)
Operating profit 17 284 (54) 37 978 45 570
Investment revenue 27 142 100
(Loss)/Income from equity accounted investments (78) 288 2 259
Finance costs (5 627) (1 309) (6 033)
Profit before taxation 11 606 (69) 37 099 41 896
Taxation 1 584 (115) (10 719) (11 886)
Profit after tax 13 190 (50) 26 380 30 010
Other comprehensive income
Exchange differences on translating foreign operations 14 202 (4 059) 13 670
Total comprehensive income for the period 27 392 23 22 321 43 680
Profit attributable to:
Owners of the parent 11 821 (50) 23 804 28 122
Non-controlling interest 1 369 2 576 1 888
13 190 26 380 30 010
Total comprehensive income for the period attributable to:
Owners of the parent 26 023 32 19 745 41 792
Non-controlling interest 1 369 2 576 1 888
27 392 22 321 43 680
Earnings per share
Earnings per share (cents) 4,9 (51) 10,1 12,7
Diluted earnings per share (cents) 4,9 (51) 10,1 12,7
Headline earnings per share (cents) 4,5 (55) 10,0 12,7
Diluted headline earnings per share (cents) 4,5 (55) 10,0 12,7
Interim dividend per share (cents) 3,0 3,0
Number of ordinary shares in issue (000) 247 669 247 669 247 669
Weighted number of shares in issue to be used in the calculation of
basic and diluted earnings per share (000) 239 607 235 464 220 756
Reconciliation of headline earnings
Basic and diluted earnings 11 821 23 804 28 122
Adjusted for:
(Profit)/Loss on sale of property, plant and equipment (70) (209) 129
Impairment loss on remeasurement of assets and liabilities held for sale 100
Bargain purchase on acquisition of Dedical (Proprietary) Limited (567)
Bargain purchase on acquisition of Alchemist House
(Proprietary) Limited (1 703)
10 048 23 595 27 784
Tax effect on adjustments 20 58 (36)
Non-controlling interest in adjustments 766 228
Basic and diluted headline earnings 10 834 23 653 27 976
ABRIDGED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
for the six months ended 31 December 2012
Six months Six months Year
ended ended ended
31 Dec 12 31 Dec 11 30 Jun 12
R'000 R'000 R'000
(Unaudited) (Unaudited) (Audited)
Share capital and premium
Share capital and premium at the beginning of the period 166 324 166 215 166 215
Issue of shares
Share options cancelled 109
Share capital and premium at the end of the period 166 324 166 215 166 324
Reserves
Foreign currency translation reserve
Balance at the beginning of the period (524) (14 194) (14 194)
Translation differences for the period 14 202 (4 059) 13 670
Balance at the end of the period 13 678 (18 253) (524)
Equity-settled share-based payment reserve
Balance at the beginning of the period 9 989 7 288 7 288
Share options cancelled (974)
Share-based payment cost for the period 3 675
Balance at the end of the period 9 989 7 288 9 989
Reserves at the end of the period 23 667 (10 965) 9 465
Retained income
Retained income at the beginning of the period 468 199 454 673 454 673
Profit for the period 11 821 23 804 28 122
Share options cancelled 974
Acquisition of 27% in Ctrack (Pty) Limited from outside shareholders (5 745)
Dividends paid (8 730) (15 570)
Retained income at the end of the period 474 275 469 747 468 199
Non-controlling interest
Balance at the beginning of the year (14 524) 17 322 17 322
Profit for the year 1 369 2 576 1 888
Business combinations 3 673 447 (33 635)
Acquisition of 47% in IFCS (Proprietary) Limited from outside shareholders (99)
Acquisition of 27% in Ctrack (Pty) Limited from outside shareholders (1 312)
Balance at the end of the period (10 794) 20 345 (14 524)
ABRIDGED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the six months ended 31 December 2012
Six months Six months Year
ended ended ended
31 Dec 12 31 Dec 11 30 Jun 12
R'000 R'000 R'000
(Unaudited) (Unaudited) (Audited)
Cash flows from operating activities
Cash generated from operations 64 247 37 041 95 255
Interest income 27 142 100
Finance costs (5 627) (1 309) (6 033)
Dividends paid (8 730) (15 570)
Tax paid (2 520) (3 026) (12 416)
Net cash from operating activities 56 127 24 118 61 336
Net cash from investing activities (72 706) (69 442) (125 781)
Net cash from financing activities 61 955 14 988 (16 975)
Total cash and cash equivalents movement for the period 45 376 (30 336) (81 420)
Cash and cash equivalents at the beginning of the period (28 851) 52 569 52 569
Total cash and cash equivalents at the end of the period 16 525 22 233 (28 851)
ABRIDGED SEGMENTAL ANALYSIS
for the six months ended 31 December 2012
Six months ended Six months ended Year ended
31 Dec 12 31 Dec 11 30 Jun 12
R'000 R'000 R'000
(Unaudited) (Unaudited) (Audited)
Revenue
South African distribution 275 911 271 433 579 426
External revenue 268 997 257 762 539 627
Internal segment revenue 6 914 13 671 39 799
Foreign distribution 143 446 128 140 281 480
External revenue 143 446 122 881 250 018
Internal segment revenue 5 259 31 462
Product development and manufacturing 108 391 108 275 194 434
External revenue 30 367 15 477 44 915
Internal segment revenue 78 024 92 798 149 519
Group services 8 136 6 862 27 957
External revenue 5 676 4 384 9 819
Internal segment revenue 2 460 2 478 18 138
535 884 514 710 1 083 297
Intersegmental revenue (87 406) (114 206) (238 918)
448 478 400 504 844 379
Operating profit/(loss)
South African distribution 10 280 26 125 60 338
Foreign distribution (6 305) (1 218) (15 394)
Product development and manufacturing 7 763 10 948 15 198
Group services 5 546 2 123 (14 572)
17 284 37 978 45 570
Investment revenue 27 142 100
(Loss)/Income from equity accounted investments (78) 288 2 259
Finance costs (5 627) (1 309) (6 033)
Profit before taxation 11 606 37 099 41 896
Segment assets
South African distribution 404 029 305 479 285 513
Foreign distribution 192 527 171 201 150 832
Product development and manufacturing 217 496 168 194 110 375
Group services 291 692 266 377 452 348
1 105 744 911 251 999 068
Eliminations (88 778) (57 157) (63 807)
Total assets 1 016 966 854 094 935 261
Segment liabilities
South African distribution (164 460) (60 348) (152 106)
Foreign distribution (91 900) (113 181) (79 127)
Product development and manufacturing (18 350) (19 061) (24 905)
Group services (177 562) (73 319) (114 388)
(452 272) (265 909) (370 526)
Eliminations 88 778 57 157 63 807
Total liabilities (363 494) (208 752) (306 719)
NOTES TO THE ABRIDGED GROUP
FINANCIAL STATEMENTS
1. Basis of preparation and presentation of financial statements
The consolidated financial statements, from which these abridged
financial statements, set out in this report have been derived and
prepared in accordance, and comply with International Financial
Reporting Standards, as well as the SAICA Financial Reporting Guides
as issued by the Accounting Practices Committee, the requirements of
IAS 34: Interim Financial Reporting, the JSE Limited Listings Requirements,
and the requirements of the Companies Act, 2008.
The financial statements are based on appropriate accounting
policies, consistently applied with those used in the audited financial
statements for the year ended 30 June 2012, which are supported by
reasonable and prudent judgements and estimates.
The board has approved the financial statements which have been
abridged for purposes of this report. The financial statements were
internally compiled by Mr AJ Voogt CA(SA), the Group Chief Financial
Officer.
These abridged consolidated results have not been audited or
reviewed by our auditors PKF (Gauteng) Inc.
Any reference to future financial performance included in this
announcement has not been reviewed or reported on by the group's
auditors.
2. Goodwill
The goodwill amount per the statement of financial position is
reconciled as follows:
R'000
Cost at 30 June 2012 220 584
Accumulated impairments at 30 June 2012
Carrying value at 30 June 2012 220 584
Additions through business combinations
Foreign exchange movements 3 227
Carrying value at 31 December 2012 223 811
Cost at 31 December 2012 223 811
Accumulated impairments at 31 December 2012
3. Assets and liabilities held for sale
Worldmark SA (Proprietary) Limited T/A MotorOne is presented as
held for sale. The movement from 30 June 2012 to 31 December 2012
is due to the movement in trade and other receivables, inventories,
cash and cash equivalents, other financial liabilities, provisions and
trade and other payables during the ordinary course of business.
No impairment losses or gains on the remeasurement of assets and
liabilities held for sale to the lower of carrying value and fair value less
costs to sell have been recognised during the period.
4. Retained income
On 31 August 2012, the group obtained a further 27% in Ctrack
(Proprietary) Limited, taking the group's shareholding in the company
to 92%.The consideration of AUD783 000 was paid in cash. As there was
no change in control, the adjustment of R5 745 292 to retained income
represents the excess of the consideration paid over the portion of
non-controlling interest acquired. Non-controlling interest is measured
at the non-controlling interest's proportionate share of the acquiree's
identifiable net assets.
5. Business combinations
Alchemist House (Proprietary) Limited T/A Fleet Connect
On 1 November 2012 the group acquired a further 25% of the voting
equity interest of Alchemist House (Proprietary) Limited which resulted
in the group obtaining control over Alchemist House (Proprietary)
Limited. This was in addition to an existing interest of 30% obtained on
1 September 2011. Alchemist House (Proprietary) Limited's results were
accounted for using the equity method until 30 October 2012. The fair
value purchase consideration was set at R1 350 000 which was paid
in cash. Alchemist House (Proprietary) Limited is principally involved in
the fleet management industry in the South African market. As a result
of the acquisition, the group is expecting to provide world-class fleet
management solutions to its customers. It is also expecting to reduce
costs through economies of scale.
Fair value of assets acquired and liabilities assumed:
R'000
Property, plant and equipment 228
Intangible assets 12 790
Trade and other receivables 498
Cash and cash equivalents 132
Other financial liabilities (730)
Deferred tax liabilities (145)
Trade and other payables (4 610)
Total identifiable net assets 8 163
Non-controlling interest (3 673)
Gain on bargain purchase (1 703)
2 787
Acquisition date fair value of consideration paid
Cash 1 350
Fair value of investment on 30 October 2012 1 437
2 787
Non-controlling interest is measured at the non-controlling interest's
proportionate share of the acquiree's identifiable net assets.
The gain on bargain purchase arose as the fair value of the
consideration paid is less than the fair value of the net assets assumed.
This was agreed upon by the management of the group with
Alchemist House (Proprietary) Limited. The gain on bargain purchase
is recognised in other income in the statement of comprehensive
income.
Revenue of R1 954 133 and profits of R313 707 of Alchemist House
(Proprietary) Limited have been included in the group's results since
the date of acquisition. If the acquisition occurred on 1 July 2012,
management estimates that Alchemist House (Proprietary) Limited
would have contributed revenue of R4 635 547 and a loss after taxation
of R279 430. In determining these amounts, management have
assumed that the fair value adjustments, determined provisionally,
that arose on the date of acquisition would have been the same if the
acquisition occurred on 1 July 2012.
The acquisition of Alchemist House (Proprietary) Limited is based on
provisional fair values as the group has not yet determined the fair
values of the identifiable assets, liabilities and or contingent liabilities.
The fair value of the business will be accurately determined by the next
reporting date.
6. Post period end events
On 31 January 2013, the group sold its 50,1% shareholding in
Worldmark SA (Proprietary) Limited Trading as MotorOne. The fair
value consideration for the transactions is set at R9 500 000. Of this
amount R7 000 000 is receivable on the effective date of sale, with the
remaining R2 500 000 receivable subject to certain profit warranties
and trading conditions being met. R41 639 270 worth of goodwill will
be derecognised as a result of the sale.
Other than those disclosed above, there have been no significant
events subsequent to interim period end and up to the date of this
report that would require adjustment to the financial statements or
further disclosure.
DIVIDEND DECLARATION
No interim dividend will be declared and paid to the shareholders.
The board agreed to retain cash for future growth (31 December 2011:
3 cents a share). The board has discussed payment of a dividend with
the release of the year-end results.
CHANGES TO THE BOARD OF DIRECTORS
The following changes to the board took place over the period:
- Mr NH Vlok's designation changed from non-executive chairman to
executive chairman with effect from 1 November 2012. Shareholders
are referred to the SENS announcement dated 28 October 2012.
- Mr MC Esterhuyzen resigned as Chief Executive Officer with effect
from 8 February 2013. Mr NH Vlok assumed the responsibilities of
Chief Executive Officer with effect from the same date. Shareholders
are referred to the SENS announcement dated 8 February 2013.
The group is in the process of appointing a new chairman of the
board, further information in this regard will be communicated in
due course.
CORPORATE GOVERNANCE
The board of directors aspires to conduct the group's business with
responsibility, accountability, fairness and transparency and strives to
be a good corporate citizen.
The directors agree with the spirit and principles of corporate
governance set out in the King Report on Governance in South Africa
(2009) (King III). The board is committed to applying appropriate
corporate governance policies and practices in each company in the
group.
The JSE Limited mandates certain disclosure requirements on
corporate governance and DigiCore complies in all material aspects
to the regulations and codes of the exchange.
SUSTAINABILITY
Sustainability forms the cornerstone of our values and is part of our
board's mandate. The group understands that its business is part of
the greater environment in which we live, so our actions are shaped
by national and international trends in sustainable development.
DigiCore is a long-term business and this determines our actions as
the group strive to be a responsible corporate citizen and respect the
society and environment in which we operate.
The focus of the group going forward is to balance financial growth
with our focus on people, especially staff satisfaction, while ensuring we
remain committed to equal opportunity employment and stakeholder
satisfaction. It underpins our approach to attracting, retaining and
developing our people. It guides our actions in the contribution we
make to preserving our environment. It drives our continued cost-
effective growth.
In support of the vision and strategy on sustainability, the group has
adopted the principles and guidelines of the Global Reporting
Initiative Framework for which a report was prepared in accordance
with GRI G3.1 guidelines. With the release of the integrated annual
report 2012 in October 2012, DigiCore obtained external assurance
on selected profile, strategy and performance indicators and the
application level C+ report is available. Please refer to the website for
further information on sustainability within the group.
CORPORATE PROFILE
DigiCore is a JSE-listed group specialising in fleet management and
vehicle tracking for a global client base. With more than 25 years'
experience, DigiCore is recognised as a world-leading provider of
advanced machine-to-machine communication and telematics
solutions that add value to its global base of customers with mobile
assets and workforces.
DigiCore's end-to-end research, design, development, manufacturing,
sales and support of customised solutions for customers are serviced by
a global network of staff and team members in more than 50 countries
through the Ctrack brand. The company's technology and electronic
division designs and develops a robust range of asset management
and monitoring systems using GPS satellite positioning, GSM cellular
communication systems and other advanced communication and
sensory technologies. The result is innovative and advanced machine-
to-machine communication that provides Ctrack customers with 24/7
information and monitoring of their mobile assets to help them achieve
operational efficiencies and cost reduction targets.
Operations span six continents, with over 1 000 employees and more
than 700 000 systems sold.
Registered office
DigiCore Building, Regency Office Park, 9 Regency Drive, Route 21
Corporate Park, Irene Ext 30, Centurion, South Africa
P.O. Box 68270, Highveld Park, 0169, Tel: +27 (0)12 450 2222,
Fax: +27 (0)12 450 2497
Transfer secretaries
Computershare Investor Services (Pty) Limited, 70 Marshall Street,
Johannesburg, 2001
P.O. Box 61051, Marshalltown, 2107
Sponsor
PSG Capital (Pty) Limited
Auditors
PKF (Gauteng) Incorporated
Directorate
Executive
NH Vlok (Chief Executive Officer and Chairman), SR Aberdein,
D du Rand, MD Rousseau, AJ Voogt (Chief Financial Officer), J Verster
Non-executive
NA Gasa (Lead Independent), BS Khuzwayo, B Marx,
LG Msengana-Ndlela, SS Ntsaluba, G Pretorius, J Wiese
Company secretary
DA Nieuwoudt
www.digicore.com
www.ctrack.com
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