Wrap Text
Reviewed preliminary consolidated results for the year ended 31 March 2013
Peregrine Holdings Limited
Registration number 1994/006026/06)
JSE code: PGR ISIN: ZAE000078127
("Peregrine" or the group)
REVIEWED PRELIMINARY CONSOLIDATED RESULTS FOR THE YEAR
ENDED 31 MARCH 2013
- Cash generated from operating activities of R312 million
- Headline earnings per share down 6% to 138.9 cents
- Final cash dividend unchanged at 72 cents per share
- Special cash dividend of 28 cents per share
COMMENTARY
The Peregrine group produced a mixed set of results under continued challenging trading
conditions for the twelve months ended 31 March 2013. Local operating subsidiaries
performed well with Citadel and Peregrine Capital, in particular, producing solid results.
Proprietary investments generated strong returns again for the year, notwithstanding the
distribution of the CIL shares by way of special dividend and the use of a portion of the
investments in the hedge funds to extinguish group debt during the year. Offshore operations
continue to struggle which resulted in a significant impairment of the intangible assets in
Stenham. While headline earnings remained positive, the Stenham intangible asset
impairment of R753 million (after minorities), which is a non-cash item, resulted in a basic
loss attributable to shareholders.
Financial results
The basic loss attributable to shareholders amounted to R467 million (2012: basic earnings
R314 million) with the basic loss per share amounting to 226.4 cents per share (2012: basic
earnings per share of 144.2 cents per share). Headline earnings decreased by 11% to R286 million
(2012: R321 million) with headline earnings per share decreasing by 6% to 138.9 cents per share
(2012: 147.7 cents per share).
The results for the year include, for the first time, a 35% non-controlling interest within
Peregrine Securities and Nala Empowerment Company's (Nala) non-controlling interest in
Peregrine SA Holdings (being the entity which is the holding company of the South African
operating companies).The non-controlling interest within Peregrine Securities results from
the completion of the management buy-in into this business. The Nala non-controlling
interest follows from the restructure of the group's BEE shareholding which became effective
at the end of September 2012 and full details of which were incorporated in the circular to
shareholders dated 6 August 2012. In terms of the restructure:
- Nala acquired a 20% shareholding in Peregrine SA Holdings. As a consequence of
Peregrine Holdings Limited having a 30% shareholding in Nala, the non-controlling
interest in Peregrine SA Holdings is an effective 14%; and
- Peregrine repurchased and cancelled 28 584 059 shares (as more fully referred to
below) and accordingly the reduced, after minority, earnings in the South African
operating subsidiaries has been compensated for by a substantial reduction in the
number of shares in issue.
Cash generated from operating activities amounted to R312 million (2012: R188 million),
once again outstripping attributable earnings to a significant extent and highlighting the cash
generative nature of the group. A good indication of the cash profits of the underlying
businesses is that total profit before tax, capital items and non-cash items, adjusted for total
minorities, amounted to R325 million.
All long-term debt was repaid during the year. Aggregate cash in the group amounted to
R585 million at year-end, of which R108 million was available at the centre. The majority of
the remaining R477 million is held offshore.
Segmental results
Substantial non-controlling interests, including Nala's shareholding in Peregrine SA
Holdings, exist in many of the group's operations. Operating results are therefore presented
before tax, reflecting amounts after minorities, before intangible amortisation and impairment
and share-based payment costs. This better reflects and aids in the understanding of each
division's specific economic benefit to the shareholders of the group. The inclusion of the
Peregrine Securities and Nala non-controlling interests for the first time has the effect of this
year's results not being directly comparable to those of the previous year.
Wealth Management
The group's South African Wealth Management division is comprised of private client
wealth management company Citadel, whilst the offshore division is comprised of Beauclerc,
a UK and Guernsey based multi-family office.
Citadel continued to capitalise on its positioning as the leading private client wealth manager
in South Africa. Assets under management increased to R23.5 billion (2012: R20.5 billion)
with gross inflows for the year amounting to R2.1 billion. The client retention rate remained
in excess of 95%. Profits for the year increased by 22% to R133 million (2012: R109 million).
On the back of improved investment and positive real returns over the year, many clients are
now moving into performance fee territory.
The profitability of the wealth management division was negatively impacted by the loss
incurred by Beauclerc.
Asset Management
The group's Asset Management division comprises a number of fund management
businesses, of which the flagship hedge fund manager Peregrine Capital is the largest.
Primarily due to a continued strong performance by Peregrine Capital, profit increased to
R76 million (2012: R60 million).
Peregrine Capital's asset base grew to R3.4 billion by year-end (2012: R2.9 billion) largely as
a result of its strong returns. All mandates are at their respective high water marks and
should continue to earn performance fees on positive returns.
Stenham
During the year, further share-repurchase transactions took place in the UK and Guernsey
based asset management and trust business, Stenham. As a result, Peregrine's share in
Stenham increased from 57.6% to 62.7%.
The carrying value of Stenham's intangible assets, comprising customer relationships, trade
name and goodwill were significantly impaired. The remaining carrying value of Stenham's
intangible assets is GBP31 million at year-end. The Asset Management and Property divisions
have revised down their long-term growth assumptions due to the continued challenges faced
by their respective industries which has resulted in a significant reduction in the calculated
value of Stenham's intangibles. As the Trust division continues to perform well, with a 35%
increase in earnings for the year, no impairment has been made for this division.
Peregrine's share of Stenham's earnings (excluding the effects of the intangibles impairment)
reduced by 17% to R85 million (2012: R103 million).
Stenham Asset Management experienced difficult trading conditions, particularly in the first
nine months of the year with net outflows of $668 million, leaving total assets under
management at year-end at $2.1 billion (2012: $2.7 billion). The business, which experienced
improved investment performance in the final quarter, has however begun to see some
meaningful inflows mostly in specialist mandates.
Stenham Property delivered a lower trading performance, relative to the previous year, but in
line with the average profitability of the three years previous to that. Property assets under
management as at the end of the year, the majority of which assets are located in the UK and
Germany, amounted to GBP1.7 billion (2012: GBP1.7 billion).
Notwithstanding the difficult conditions, Stenham remains comfortably profitable and cash-
flow generative, with no long-term debt and cash available to augment future growth.
Broking and Structuring
Peregrine Securities experienced muted trading conditions for much of the financial year
tempered with an increase in activity towards year-end. The positioning of the business as
one of the few substantial, independent structuring and broking entities in South Africa saw it
benefit from positive financial markets. Peregrine Securities generated profits of R58 million
(2012: R96 million) for the year.
Proprietary Investments
Off a lower base primarily as a result of the distribution of 6.984 million CIL shares to
shareholders, group investments achieved income of R118 million (2012: R162 million). The
value of the CIL shares distributed to shareholders was R84.5 million at the time of
distribution and R136.2 million at year-end.
Restructuring of the group
At the special general meeting of shareholders held on 4 September 2012, all necessary
resolutions were passed which enabled the group to implement the restructuring, in terms of
which Nala effectively switched its 12.5% shareholding in Peregrine Holdings Limited for a
20% shareholding in Peregrine SA Holdings with effect from 12 October 2012. As a result,
28 584 059 shares were cancelled and delisted.
Issued share capital
As a result of the vesting of the first tranche of shares relating to the share scheme which was
implemented during 2010 (comprising an executive incentive scheme and a junior share
option scheme with shares vesting in three equal tranches in November 2012, 2013 and
2014), 7 246 182 new Peregrine shares were allotted and issued on 16 January 2013 at a price
of R7.64675 per share.
Following the issue of such shares and the repurchase and cancellation of the 28 584 059
shares referred to above, the group's issued shares, net of treasury shares of 10 484 314,
amounted to 196 306 573.
The second tranche of shares is due to vest on 15 November 2013 and will be issued at a
price of R7.36675 per share (after taking into account the special dividend of 28 cents per
share referred to below).
Prior to year-end, an extension to the executive incentive scheme was implemented, which
resulted in senior staff members purchasing approximately 2.7 million shares at R11.30 per
share on a deferred basis. These shares will vest on 15 November 2015. Each participant was
obliged to pledge a number of Peregrine shares as security for payment of the deferred
purchase consideration equal to 50% of the shares purchased. In addition, Jonathan Hertz
purchased 1 million shares at R10.00 per share on a deferred basis and was obliged to pledge
an equal number of Peregrine shares as security for payment of the deferred purchase
consideration. These shares will vest in two equal tranches in November 2013 and 2014.
Ordinary and Special Cash dividend
The directors have resolved to declare an ordinary dividend of 72 cents per share for the year.
In line with the policy to return excess capital to shareholders over time, the directors have
further resolved to declare a special cash dividend of 28 cents per share.
In compliance with the requirements of STRATE, the following dates are applicable to the
ordinary and special dividends:
Last date to trade cum dividend Friday, 19 July 2013
Trading ex dividend commences Monday, 22 July 2013
Record date Friday, 26 July 2013
Payment date Monday, 29 July 2013
In terms of the Listings Requirements of the JSE Limited regarding the new Dividends Tax
effective 1 April 2012, the following additional information is disclosed:
1. The ordinary cash and special dividends have been declared out of income reserves;
2. The local dividend tax rate is 15%;
3. There are no secondary tax on companies credits available to be utilised for the
ordinary and special cash dividends;
4. The gross local dividend amount for the ordinary cash dividend is 72 cents per share for
shareholders exempt from paying the new Dividends Tax;
5. The net local dividend amount for the ordinary cash dividend is 61.2 cents per share for
shareholders liable to pay the new Dividends Tax;
6. The gross local dividend amount for the special cash dividend is 28 cents per share for
shareholders exempt from paying the new Dividends Tax;
7. The net local dividend amount for the special cash dividend is 23.8 cents per share for
shareholders liable to pay the new Dividends Tax;
8. The issued share capital of Peregrine is 196 306 573 shares of 0.1 cent each;
9. Peregrine's tax reference number is 9181924847.
Shares may not be materialised or rematerialised between Monday, 22 July 2013 and Friday,
26 July 2013, both dates inclusive.
Directorate
Jan van Niekerk resigned from office with effect from 31 March 2013. The board thanks Jan
for his significant contribution to the group over the past 12 years.
Jonathan Hertz was appointed as the group's Chief Executive Officer with effect from 1 April
2013.
Conclusion
In line with the new strategy adopted, Peregrine has built a strong base of profitable, cash
generative operating businesses as is evident once again with the release of these results.
Special attention is being placed on regenerating growth in the offshore businesses. The
group will continue to focus on growing its businesses organically, returning, to shareholders
over time, excess capital over and above that which is optimally required to support and grow
the underlying businesses, whilst at the same time diversifying and expanding through
appropriate transactions.
Jonathan Hertz Leonard Harris Sean Melnick
Group CEO Non-executive Chairman Deputy Chairman
Sandton
5 June 2013
Condensed preliminary consolidated income statement
% change
2012 to
2013 Reviewed 2013 Audited 2012
R'000 R'000
Operating revenue 10 1 690 333 1 533 597
Investment income -80 46 972 233 492
Total revenue -2 1 737 305 1 767 089
Fair value gain on linked financial investments 580 690 244 985
Fair value loss on policyholder contract liabilities (580 690) (244 985)
Operating expenses 6 (1 317 847) (1 246 334)
Profit from operations -19 419 458 520 755
Net interest received >100 47 050 21 719
Interest received 47 543 50 899
Interest paid (493) (29 180)
Income from associate companies 43 57 395 40 081
Profit before intangibles impairment -10 523 903 582 555
Intangibles impairment (892 820) (2 946)
(Loss)/profit before taxation and capital items (368 917) 579 609
Loss on disposal of interest in associates - (6 936)
(Loss)/profit before taxation -164 (368 917) 572 673
Taxation (92 595) (106 379)
(Loss)/profit for the year -199 (461 512) 466 294
Attributable to:
Equity holders of the company -249 (466 669) 313 860
Non-controlling interests 5 157 152 434
-199 (461 512) 466 294
Basic (loss)/earnings per ordinary share (cents) -257 (226.4) 144.2
Diluted basic (loss)/earnings per share (cents) -256 (222.7) 142.9
Number of ordinary shares in issue ('000) 206 791 228 129
Treasury shares held ('000) 10 484 10 553
Weighted average number of ordinary shares in issue ('000) 206 099 217 655
Diluted weighted average number of shares in issue ('000) 209 588 219 659
Determination of headline earnings
% change
2012 to Reviewed
2013 2013 Audited 2012
R'000 R'000
(Loss)/profit attributable to equity holders -249 (466 669) 313 860
Adjustments:(1)
Impairment to intangible assets 892 820 2 946
Non-controlling interest effect on impairment to intangible assets (139 780) -
Loss on disposal of interest in associates(2) - 6 936
Bargain purchase on acquisition of controlling interest in subsidiary (2) - (2 292)
Headline earnings -11 286 371 321 450
Amortisation of intangible assets 40 972 35 535
Non-controlling interest effect on amortisation of intangible assets (17 825) (16 805)
Headline earnings excluding amortisation and impairment of intangibles -9 309 518 340 180
Headline earnings per ordinary share (cents) -6 138.9 147.7
Diluted headline earnings per share (cents) -7 136.6 146.3
Headline earnings per ordinary share excluding intangible amortisation and impairment (cents) -4 150.2 156.3
Basic earnings per ordinary share excluding intangible amortisation and impairment (cents) -2 150.2 152.8
Cash dividend paid per ordinary share in respect of the previous year (cents) 106 72.0 35.0
Cash dividend per ordinary share declared subsequent to 31 March (cents) - 72.0 72.0
Special cash dividend per ordinary share declared subsequent to 31 March (cents) 28.0 (3)
(1) - None of the adjustments had an effect on tax
(2) - No effect on non-controlling interest
(3) - Special dividend distribution of 3.5 CIL shares for every 100 Peregrine shares held was declared subsequent to 31 March 2012
Condensed preliminary consolidated statement of comprehensive income
Reviewed 2013 Audited 2012
R'000 R'000
(Loss)/profit for the year (461 512) 466 294
Other comprehensive income for the year net of tax:
Currency translation differences 286 102 195 702
Total comprehensive (loss)/income for the year (175 410) 661 996
Attributable to:
Equity holders of the company (232 880) 441 158
Non-controlling interests 57 470 220 838
(175 410) 661 996
Condensed preliminary consolidated statement of financial position
Reviewed Audited
2013 2012
R'000 R'000
Assets
Non-current assets 5 790 092 6 493 000
Property, plant and equipment 35 750 19 077
Intangible assets 545 796 1 293 027
Investment in associate companies 101 945 55 440
Investments linked to policyholder investment contracts 4 728 289 4 432 561
Financial investments 306 889 527 111
Loans and receivables 1 987 100 550
Deferred taxation 69 436 65 234
Current assets 12 867 002 7 862 242
Financial investments 2 588 026 1 093 587
Loans and receivables 310 897 29 911
Trade and other receivables 697 215 529 361
Amounts receivable in respect of stockbroking activities 8 291 269 5 391 069
Taxation 4 111 19 269
Cash and cash equivalents 975 484 799 045
Total assets 18 657 094 14 355 242
Equity and liabilities
Equity 2 229 742 2 778 728
Equity attributable to holders of the company 1 706 938 2 184 309
Non-controlling interests 522 804 594 419
Non-current liabilities 4 752 244 4 680 592
Interest-bearing borrowings - 157 548
Policyholder investment contract liabilities 4 728 289 4 432 561
Loans and other payables 19 014 60 543
Financial instrument liability - 3 653
Deferred taxation 4 941 26 287
Current liabilities 11 675 108 6 895 922
Interest-bearing borrowings - 21 688
Loans and other payables 1 593 899 21 670
Financial instrument liabilities 919 662 583 415
Trade and other payables 946 330 798 031
Amounts payable in respect of stockbroking activities 7 861 260 5 430 803
Taxation 37 604 40 315
Bank overdraft 316 353 -
Total equity and liabilities 18 657 094 14 355 242
Net tangible asset value per ordinary share 628.3 598.7
Net asset value per ordinary share 869.5 1 003.9
Condensed preliminary consolidated statement of cash flow
Reviewed 2013 Audited 2012
R'000 R'000
Cash flow from operating activities 311 609 188 480
Cash flow from stockbroking activities (469 743) (216 190)
Cash flow from investing activities (378 460) (84 605)
Cash flow from financing activities 336 877 (486 446)
Net decrease in cash and cash equivalents (199 717) (598 761)
Cash and cash equivalents at beginning of the year 799 045 1 325 300
Effects of exchange rate changes on cash and cash equivalents 59 803 72 506
Cash and cash equivalents at end of the year 659 131 799 045
Segmental analysis
% change in pro forma
Pro forma profit from profit from ordinary
ordinary activities activities before
before intangible intangible impairment
impairment and and amortisation and
Revenue and amortisation and share- share-based payment
investment Interest and (Loss)/profit from based payment cost cost adjusted for
income associate income ordinary activities(1) adjusted for minorities minorities
R'000 R'000 R'000 R'000 2012 to 2013
Reviewed - 2013
Wealth and Asset Management 678 127 36 562 243 896 182 146 16
Wealth Management - local 493 446 23 777 136 039 133 126 22
Wealth Management - offshore 1 933 3 (15 455) (26 733) -155
Asset Management 182 748 12 782 123 312 75 753 27
Broking and Structuring 385 303 21 142 95 037 57 884 -40
Stenham(2) 538 580 30 817 (188 565) 84 872 -17
Total from operating reportable segments 1 602 010 88 521 150 368 324 902 -9
Group 121 048 15 924 (519 285) 68 246 -23
Operations 2 377 17 791 (633 022) (33 174) 5
Investment returns 118 671 13 790 129 939 117 622 -28
Cost of funding - (15 657) (16 202) (16 202) -62
1 723 058 104 445 (368 917) 393 148 -12
Audited - 2012
Wealth and Asset Management 552 444 27 833 177 582 157 701
Wealth Management - local 401 513 20 960 98 536 108 676
Wealth Management - offshore 235 4 (17 287) (10 495)
Asset Management 150 696 6 869 96 333 59 520
Broking and Structuring 332 424 21 872 95 746 96 177
Stenham 664 391 18 481 186 923 102 645
Total from operating reportable segments 1 549 259 68 186 460 251 356 523
Group 205 318 (6 386) 119 358 88 380
Operations 6 448 22 777 (44 048) (31 455)
Investment returns 198 870 12 144 206 030 162 459
Cost of funding - (41 307) (42 624) (42 624)
1 754 577 61 800 579 609 444 903
Note : Group funding costs are disclosed as part of "group" and have not been allocated to the appropriate underlying entities
(1) (Loss)/profit from ordinary activities is synonymous with (loss)/profit before taxation and capital items
(2) There were significant changes to the assets of Stenham following on the impairment of intangibles at year end. As at 31 March 2013 Stenham's total assets amounted to R1.1 billion
(2012: R1.7 billion) and total liabilities amounted to R193 million (2012: R205 million)
Reconciliation of segmental analysis to income statement
Total from
Wealth and operating
Asset Broking and reportable Non-reportable
Management Structuring Stenham segments Group segment(1) Total
R'000 R'000 R'000 R'000 R'000 R'000 R'000
For year ended 31 March 2013
Revenue and investment income per segmental analysis 678 127 385 303 538 580 1 602 010 121 048 - 1 723 058
Reconciling items: (20 827) 124 984 - 104 157 (78 088) (11 822) 14 247
Operating revenue - internal (20 827) 130 851 - 110 024 - - 110 024
Investment income - internal - (5 867) - (5 867) (78 088) 83 955 -
Investment income of non-reportable segment - external - - - - - (95 777) (95 777)
Revenue and investment income per income statement 657 300 510 287 538 580 1 706 167 42 960 (11 822) 1 737 305
Profit/(loss) from ordinary activities per segmental analysis 243 896 95 037 (188 565) 150 368 (519 285) - (368 917)
Reconciling revenue and investment income items (20 827) 124 984 - 104 157 (78 088) (11 822) 14 247
Operating expenses of non-reportable segment - external - - - - - (14 247) (14 247)
Profit/(loss) from ordinary activities per income statement 223 069 220 021 (188 565) 254 525 (597 373) (26 069) (368 917)
For year ended 31 March 2012
Revenue and investment income per segmental analysis 552 444 332 424 664 391 1 549 259 205 318 - 1 754 577
Reconciling items: (17 005) (5 265) - (22 270) (52 065) 86 847 12 512
Operating revenue - internal (17 005) (3 737) - (20 742) - - (20 742)
Investment income - internal - (1 528) - (1 528) (52 065) 53 593 -
Investment income of non-reportable segment - external - - - - - 33 254 33 254
Revenue and investment income per income statement 535 439 327 159 664 391 1 526 989 153 253 86 847 1 767 089
Profit from ordinary activities per segmental analysis 177 582 95 746 186 923 460 251 119 358 - 579 609
Reconciling revenue and investment income items (17 005) (5 265) - (22 270) (52 065) 86 847 12 512
Operating expenses of non-reportable segment - external - - - - - (12 512) (12 512)
Profit from ordinary activities per income statement 160 577 90 481 186 923 437 981 67 293 74 335 579 609
(1) - Refers to the group's consolidated proprietary hedge fund investments
Condensed preliminary consolidated statement of changes in equity
Total capital Non-controlling
and reserves interests Total equity
R'000 R'000 R'000
Reviewed - 2013
Balance at 31 March 2012 2 184 309 594 419 2 778 728
Total comprehensive (loss)/income for the year (232 880) 57 470 (175 410)
Dividends paid (216 177) (232 116) (448 293)
Share-based payments 19 011 - 19 011
Subscription of shares in new subsidiaries - 595 595
Contingent consideration received as a result of the disposal of interest in subsidiary(1) (51 166) 60 655 9 489
Purchase of shares in subsidiary from the non-controlling shareholder(2) 9 559 (20 346) (10 787)
Repurchase of treasury shares (242) - (242)
Disposal of treasury shares 949 - 949
Repurchase and cancellation of shares of holding company(3) (294 701) - (294 701)
Issue of additional shares of holding company(4) 55 409 - 55 409
Disposal of 20% of Peregrine SA Holdings to Nala(3) 236 600 143 400 380 000
Repurchase and cancellation of shares of a subsidiary(5) - (85 006) (85 006)
Non-controlling interest share of capital contribution made to subsidiary (3 733) 3 733 -
Balance at 31 March 2013 1 706 938 522 804 2 229 742
Audited - 2012
Balance at 31 March 2011 1 732 023 513 699 2 245 722
Total comprehensive income for the year 441 158 220 838 661 996
Dividends paid (76 217) (50 644) (126 861)
Share-based payments 22 069 - 22 069
Non-controlling interest arising on formation of subsidiary company - 51 51
Contingent consideration received as a result of the disposal of interest in subsidiary(1) 71 096 - 71 096
Non-controlling interest disposal as a result of the share buy back by a subsidiary of its
treasury shares (4 043) (89 525) (93 568)
Repurchase of treasury shares (1 777) - (1 777)
Balance at 31 March 2012 2 184 309 594 419 2 778 728
Note: Footnotes 1 to 5 are referenced under Explanatory notes to the statement of changes in equity
Basis of preparation
The condensed preliminary group financial statements are prepared in accordance with the recognition and measurement principles of International Financial Reporting
Standards and presented in accordance with the minimum content, including disclosures, prescribed by IAS 34 Interim Financial Reporting applied to year end reporting, the
SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by the Financial Reporting
Standards Council, the JSE Limited's Listings Requirements and the requirements of the Companies Act of South Africa. The accounting policies and methods of computation
are consistent with those applied in the annual financial statements for March 2012. The preparation of the results have been under the supervision of R E Katz CA(SA), the
Group Chief Financial Officer.
Review report
The condensed preliminary group financial statements of Peregrine for the year ended 31 March 2013 have been reviewed by the company's auditor, KPMG Inc. In their
review report dated 5 June 2013, which is available for inspection at the Company's registered office, KPMG Inc. state that their review was conducted in accordance with
the International Standard on Review Engagements 2410, Review of Interim Information Performed by the Independent Auditor of the Entity, which applies to a review of
preliminary group financial information, and have expressed an unmodified conclusion on the condensed preliminary group financial statements.
Acquisition
Peregrine Securities Proprietary Limited ("Peregrine Securities"), through one of it's subsidiaries, acquired a 40% interest in Southchester Holdings Proprietary Limited
effective 1 April 2012. The fair value of assets acquired amounted to R1.1 billion and the fair value of liabilities acquired amounted to R1.1 billion. Although Peregrine
Securities only has a 40% shareholding, the entity is required to be consolidated in terms of IAS 27.
Contingent liabilities
Contingent liabilities as at 31 March 2013 amounted to R14.2 million (2012: R13.7 million).
Commitments
Operating lease and capital commitments as at 31 March 2013 amounted to R254 million (2012: R181 million).
Events subsequent to year-end
No material events have occurred subsequent to the balance sheet date which may have an impact on the group's ability to continue as a going concern in the foreseeable
future.
Explanatory notes to the statement of changes in equity
1. With effect from 1 April 2010, a consortium, comprising management of Peregrine Securities, purchased a 35% stake in the group's broking and structuring subsidiary. The
transaction comprised an immediate cash payment, plus a number of payments over a period of three years from 1 April 2010 which are linked to the financial performance of
the business ("the outstanding payments"). During the previous year, loan funding from the consortium of R60 million (and Peregrine of R112 million) was capitalised into
shares, which amount from the consortium was reflected as a non-distributable reserve. Following the payment of the last of the outstanding payments during the year, the
amount reflected as a non-distributable reserve has been reflected as a non-controlling interest with Peregrine's rights to the share of the profits of Peregrine Securities being
65%.
2. During the year a shareholder of a subsidiary company of Stenham Limited ceased to be employed by the company, and the shares were subsequently purchased by the
subsidiary company of Stenham Limited for a consideration of R10.8 million (GBP802,600).
3. Following the restructure of its BEE shareholding, Peregrine repurchased from Nala 28.5 million Peregrine shares for an aggregate purchase price of R295 million, following
which such shares were cancelled. Nala then acquired, by way of subscription, a 20% shareholding in Peregrine SA Holdings (the entity which houses the restructured South
African operating subsidiaries) for a subscription price of R380 million. In terms of IFRS 3, the non-controlling interest is measured at the recognised amount of its
proportionate interest in the identifiable net assets, being R143.4 million and the excess above this amount, being R236.6 million, has been accounted for in equity as a gain
on disposal.
4. The company issued 7.2 million new shares at R7.65 per share in terms of the first tranche of the share scheme which vested on 15 November 2012.
5. During the course of the year Stenham Limited purchased 76 215 shares from its shareholders and subsequently cancelled such shares. The effect of these transactions
has been to increase the group's effective interest in Stenham Limited from 57.62% to 62.71%.
Applicable exchange rates
Average rates Closing rates
USD:ZAR
31 March 2013 8.50 9.17
31 March 2012 7.45 7.67
GBP:ZAR
31 March 2013 13.44 13.93
31 March 2012 11.87 12.26
Directors: LN Harris* (Chairman); SA Melnick (Deputy Chairman); J Hertz (CEO);
RE Katz (CFO); BC Beaver*; P Goetsch^; VN Magwentshu*; LM Ndlovu*; SI Stein*; M Yachad
^Non-executive *Independent non-executive
Company secretary and registered office: Peregrine Management Services (Pty) Limited
6A Sandown Valley Crescent, Sandown, Sandton, 2196 (PO Box 650361, Benmore, 2010)
Telephone: +27 11 722 7400 Fax: +27 11 722 7410
Transfer Secretaries: Computershare Investor Services (Pty) Limited, 70 Marshall Street
Johannesburg, 2001, (PO Box 61051, Marshalltown, 2107)
Sponsor: Java Capital (Proprietary) Limited
Further detail and a print-friendly version of these results are available from the company's
website at www.peregrine.co.za
6 June 2013
Date: 06/06/2013 01:30:00 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
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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.