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Abridged report for the year ended 31 March 2013 and notice of annual general meeting
NICTUS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1981/001858/06)
JSE Share code: NCS
NSX Share code: NCT
ISIN Code NA0009123481
(“Nictus” or “the Company” or “the Group”)
ABRIDGED REPORT RELATING TO THE AUDITED FINANCIAL RESULTS FOR THE YEAR ENDED 31
MARCH 2013 AND DETAILS OF THE NOTICE OF THE ANNUAL GENERAL MEETING
ABRIDGED SUMMARISED GROUP STATEMENT OF COMPREHENSIVE INCOME FOR THE
YEAR ENDED 31 MARCH 2013
Audited Audited
Restated
2013 2012
R’000 R’000
CONTINUING OPERATIONS
Revenue 40 156 52 477
Cost of sales (22 228) (24 247)
Gross profit 17 928 28 230
Other income/(expenses) 4 300 (176)
Administrative expenses (29 445) (13 466)
Operating expenses (22 013) (32 637)
Investment income from operations 14 064 13 115
Results from operating activities (15 166) (4 934)
Investment income 2 005 1 886
Finance expenses (524) (984)
Loss before taxation (13 685) (4 032)
Taxation (33) 2 286
Loss from continuing operations (13 718) (1 746)
(Loss)/profit from discontinued operations (1 411) 24 774
(Loss)/profit for the year (15 129) 23 028
Other comprehensive income:
Gains on property revaluation – disposal group - 46 031
Taxation related to components of other
comprehensive income – disposal group - (6 130)
Loss on property valuation - (1 099)
Taxation related to components of other
comprehensive income - 380
Total comprehensive income (15 129) 62 210
(Loss)/profit attributable to:
Owners of the parent - continued (13 718) (1 746)
Owners of the parent - discontinued (1 411) 24 774
Other comprehensive income for the year net of
taxation - 39 182
Total comprehensive income attributable to:
Owners of the parent - continued (13 718) (6 265)
Owners of the parent - discontinued (1 411) 64 675
Non-controlling interest - -
(Loss)/profit for the year (15 129) 23 028
Basic loss per share - continued (cents) (22.92) (3.27)
Headline loss per share - continued (22.93) (3.21)
Basic (loss)/earnings per share - discontinued
(cents) (2.36) 46.36
Headline (loss)/earnings per share -
discontinued (2.50) 36.24
Diluted loss per share - continued (cents) (22.92) (3.27)
Diluted headline loss per share - continued (22.93) (3.21)
Diluted (loss)/earnings per share -
discontinued (cents) (2.36) 46.36
Diluted headline (loss)/earnings per share -
discontinued (2.50) 36.24
ABRIDGED SUMMARISED GROUP STATEMENT OF FINANCIAL POSITION AS AT 31
MARCH 2013
Audited Audited
2013 2012
R’000 R’000
Assets
Non-current assets
Property, plant and equipment 17 681 138 474
Intangible assets - 380
Investments 26 058 29 629
Loans and receivables 10 944 300 614
Deferred tax asset 3 124 7 924
Current assets
Inventories 10 674 79 548
Trade and other receivables 145 070 235 527
Cash and cash equivalents 120 458 303 324
Current tax receivable - 84
Total assets 334 009 1 095 504
Equity
Stated capital 48 668 26 722
Reserves 5 905 63 114
Retained earnings 21 476 78 731
Non-current liabilities
Interest bearing loans and borrowings - 4 819
Deferred tax liability 5 045 11 570
Current liabilities
Bank overdraft - 5 490
Interest bearing loans and borrowings - 54 646
Insurance contract liabilities 244 698 788 052
Trade and other payables 7 733 58 842
Provisions 484 3 062
Current tax liabilities - 456
Total equity and liabilities 334 009 1 095 504
ABRIDGED SUMMARISED GROUP STATEMENT OF CASH FLOW FOR THE YEAR ENDED
31 MARCH 2013
Audited Audited
Restated
2013 2012
R’000 R’000
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss)/profit before taxation (13 685) (4 032)
Adjustment for:
Investment income from operations (12 902) (10 679)
Dividend income (1 162) (17 850)
Investment income (2 005) (1 886)
Finance costs 524 984
Depreciation of property, plant and equipment 547 564
(Profit)/loss on disposal of property, plant
and equipment (2) 30
Working capital changes:
Increase/(decrease) in inventories (16 556) 671
Increase in trade and other receivables (189 695) (12 895)
(Decrease)/ increase in trade and other
payables and provisions (22 254) 407
Increase in insurance contract liability 29 803 26 505
Cash utilised by operations (227 387) (18 181)
Investment income from operations received 12 902 10 679
Finance expenses paid (524) (984)
Dividends received 1 162 17 850
Taxation (paid) / received (401) 1 986
Net cash flow from operating activities (214 248) 11 350
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment (402) (4 358)
Proceeds from disposal of property, plant and
equipment 100 3 470
Acquisition of investments (10 073) (4 305)
Investment income received 2 005 1 886
Total cash movement of discontinued operations (186 718) 40 516
Loans and receivables advanced/(repaid) 194 928 (18 981)
Net cash flow from investing activities (160) 18 228
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in interest bearing loans and
borrowings 22 702 -
Proceeds on issue of stated capital 21 946 -
Dividends paid (7 616) (5 077)
Net cash flow from by financing activities 37 032 (5 077)
Net movement in cash and cash equivalents (177 376) 24 501
Cash and cash equivalents at beginning of year 297 834 273 333
Cash and cash equivalents at end of year 120 458 297 834
ABRIDGED SUMMARISED GROUP STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31
MARCH 2013
Stated Revalu- Con-
Share Capita ation tingency Retained Total
Audited capital l reserve reserve earnings equity
R’000 R’000 R’000 R’000 R’000 R’000
Balance at 1 26 722 - 30 431 17 083 37 198 111 434
April 2011
Total
comprehensive
income for the
year
Loss for the - - - - (1 746) (1 746)
year- Continuing
operations
Profit for the - - - - 24 774 24 774
year-
Discontinued
operations
Revaluations of - - 39 182 - - 39 182
land and
buildings net of
tax
Total
comprehensive
income - - 39 182 - 23 028 62 210
Transactions with - - - - - -
owners of the
Group recognised
directly in
equity
Contributions by - - - - - -
and distributions
to the owners of
the Group
Dividends to - - - - (5 077) (5 077)
equity holders
Total
contributions by -
and distributions
to the owners of
the Group - - - (5 077) (5 077)
Transfers to
retained earnings
Transfer from - - - (7 887) 7 887 -
contingency
reserve
Revaluation of
land and
buildings sold –
net of tax - - (15 695) - 15 695 -
Balance at 1
April 2012
Total
comprehensive
income for the
year 26 722 - 53 918 9 196 78 731 168 567
Loss for the
year- Continuing
operations - - - - (13 718) (13 718)
Loss for the
year-
Discontinued
operations - - - - (1 411) (1 411)
Total
comprehensive
income for the
year - - - - (15 129) (15 129)
Transactions with
owners of the
Group recognised
directly in
equity
Contributions by
and distributions
to the owners of
the Group
Issue of new
ordinary shares - 21 946 - - - 21 946
Conversion of
shares (26 722) 26 722 - - - -
Dividend to
equity holders - - - - (7 616) (7 616)
Distribution to
ordinary
shareholders - - - - (91 719) (91 719)
Total
contributions by
and distributions
to the owners of
the Group (26 722) 48 668 - - (99 335) (77 389)
Transfers to
retained earnings
Transfer from
contingency
reserve - - - (2 106) 2 106 -
Transfer from
reserves on
distribution of
ordinary shares - - (46 243) (7 090) 53 333 -
Transfer from
revaluation
reserve on
distribution of
ordinary shares - - (1 770) - 1 770 -
Total transfers
to retained
earnings - - (48 013) (9 196) 57 209 -
Balance at 31
March 2013 - 48 668 5 905 - 21 476 76 049
ABRIDGED SUMMARISED SEGMENTAL ANALYSIS FOR THE YEAR ENDED 31 MARCH 2013
Business segment – Motor Furniture Insurance & Head
Continued operations retail retail Finance Office
2012 2012 2012 2012
Segment revenue R’000 R’000 R’000 R’000
Sales of goods - 35 788 - -
Rental income - (17) - -
Finance income - 4 055 7 211 1 928
Dividend income - - - 10 000
Management fees - - - 2 392
Insurance premium income - - 5 933 -
Total revenue from
external customers - 39 826 13 144 14 320
Inter-segment revenue - 1 452 - -
Total segment revenue - 41 278 13 144 14 320
Segment result
Operating profit before
financing costs - 2 206 3 867 10 010
Financing costs - (2 262) 653 (2 546)
(Loss) / profit before
taxation - (56) 4 520 7 464
Taxation - (299) 399 1 900
Net (loss)/ profit for the
year - (355) 4 919 9 364
Segment assets - 54 736 239 212 21 198
Segment liabilities - 41 620 212 610 18 842
Cash flows from operating
activities - (9 086) (49 157) 4 670
Cash flows from investing
activities - 6 814 (19 684) 1 890
Cash flows from financing
activities - 3 509 73 450 (5 077)
Capital expenditure - (452) (362) (43)
Business segment -
Continued operations Eliminations Consolidated
2012 2012
Segment revenue R’000 R’000
Sales of goods (495) 35 293
Rental income 17 -
Finance income (1 943) 11 251
Dividend income (10 000) -
Management fees (2 392) -
Insurance premium income - 5 933
Total revenue from
external customers (14 813) 52 477
Inter-segment revenue (1 452) -
Total segment revenue (16 265) 52 477
Segment result
Operating (loss)/profit
before financing costs (19 131) (3 048)
Financing costs 3 171 (984)
(Loss)/profit before
taxation (15 960) (4 032)
Taxation 286 2 286
Net (loss)/profit for the
year (15 674) (1 746)
Segment assets 780 358 1 095 504
Segment liabilities 653 865 926 937
Cash flows from operating
activities 64 923 11 350
Cash flows from investing
activities 29 208 18 228
Cash flows from financing
activities (76 959) (5 077)
Capital expenditure (3 501) (4 358)
Business segment – Motor Furniture Insurance & Head
Discontinued operations retail retail Finance Office
2012 2012 2012 2012
Segment revenue R’000 R’000 R’000 R’000
Sales of goods 410 671 53 148 - -
Rental income 10 259 608 -
Finance income 239 4 627 27 345 -
Dividend income - - - -
Management fees - - - 3 893
Insurance premium income - - 26 996 -
Total revenue from
external customers 410 920 58 034 54 949 3 893
Inter-segment revenue 3 897 875 1 794 -
Total segment revenue 414 817 58 909 56 743 3 893
Segment result
Operating profit before
financing costs 7 912 5 782 19 167 49 290
Financing costs (4 702) (3 174) (340) (4 388)
Profit before taxation 3 210 2 608 18 827 44 902
Taxation (549) (1 233) (1 116) -
Net profit for the year 2 661 1 375 17 711 44 902
Segment assets 245 546 131 900 630 537 140 846
Segment liabilities 186 067 99 423 625 224 44 969
Cash flows from operating
activities (19 862) (6 466) 137 599 44 495
Cash flows from investing
activities 22 957 12 621 (157 000) (37 632)
Cash flows from financing
activities (6 517) (6 385) 42 065 (6 569)
Capital expenditure (1 246) (593) (451) -
Business segment -
Discontinued operations Eliminations Consolidated
2012 2012
Segment revenue R’000 R’000
Sales of goods 1 125 464 944
Rental income 5 882
Finance income (8 687) 23 524
Dividend income - -
Management fees (3 893) -
Insurance premium income - 26 996
Total revenue from (11 450) 516 346
external customers
Inter-segment revenue (6 566) -
Total segment revenue (18 016) 516 346
Segment result
Operating (loss)/profit
before financing costs (51 770) 30 381
Financing costs 8 339 (4 265)
(Loss)/profit before
taxation (43 431) 26 116
Taxation 1 556 (1 342)
Net (loss)/profit for the
year (41 875) 24 774
Segment assets (317 702) 831 127
Segment liabilities (243 233) 712 450
Cash flows from operating
activities (122 787) 32 979
Cash flows from investing
activities 161 709 2 655
Cash flows from financing
activities (17 712) 4 882
Capital expenditure (6 611) (8 901)
Business segment – Motor Furniture Insurance Head Office
Continuing operations retail retail & Finance
2013 2013 2013 2013
Segment revenue R’000 R’000 R’000 R’000
Sales of goods - 32 505 - -
Rental income - 603 - -
Finance income - 4 779 319 1 000
Dividend Income - - - 30 000
Management fees - - - 1 894
Insurance premium income - - 2 661 -
Total revenue from - 37 887 2 980 32 894
external customers
Inter-segment revenue - 964 20 -
Total segment revenue - 38 851 3 000 32 894
Segment result
Operating (loss)/profit - (9 695) 2 580 10 007
before financing costs
Financing costs - (1 952) - (2 565)
(Loss)/profit before - (11 647) 2 580 7 442
taxation
Taxation - (618) 253 -
Net (loss) / profit for - (12 265) 2 833 7 442
the year
Segment assets - 53 627 304 684 78 006
Segment liabilities - 18 731 249 271 14 537
Cash flows from operating - (8 139) 41 502 22 800
activities
Cash flows from investing - 3 687 (37 592) (37 793)
activities
Cash flows from financing - 5 528 30 385 14 436
activities
Capital expenditure - (362) - -
Business segment – Eliminations Consolidated
Continuing operations
2013 2013
Segment revenue
Sales of goods (1) 32 504
Rental income (391) 212
Finance income (1 319) 4 779
Dividend income (30 000) -
Management fees (1 894) -
Insurance premium income - 2 661
Total revenue from (33 605) 40 156
external customers
Inter-segment revenue (984) -
Total segment revenue (34 589) 40 156
Segment result
Operating (loss)/profit (16 053) (13 161)
before financing costs
Financing costs 3 993 (524)
(Loss)/Profit before (12 060) (13 685)
taxation
Taxation 332 (33)
Net loss for the year (11 728) (13 718)
Segment assets (102 308) 334 009
Segment liabilities (24 579) 257 960
Cash flows from operating (270 411) (214 248)
activities
Cash flows from investing 71 538 (160)
activities
Cash flows from financing (13 317) 37 032
activities
Capital expenditure (40) (402)
Business segment – Motor Furniture Insurance Head Office
Discontinued operations retail retail & Finance
2013 2013 2013 2013
Segment revenue R’000 R’000 R’000 R’000
Sale of goods 165 283 23 247 - -
Rental income 76 252 - -
Finance income - 2 193 13 315 -
Dividend Income - - - -
Management fees - - - -
Insurance premium income - - 12 670 -
Total revenue from 165 359 25 692 25 985 -
external customers
Inter-segment revenue 1 930 291 195 -
Total segment revenue 167 289 25 983 26 180 -
Segment result
Operating profit before 2 003 2 249 5 119 9 128
financing costs
Financing costs (2 009) (1 256) - (1 758)
(Loss)/profit before (6) 993 5 119 7 370
taxation
Taxation (473) (346) (119) -
Net (loss)/ profit for (479) 647 5 000 7 370
the year
Segment assets 198 389 117 223 646 011 97 002
Segment liabilities 143 579 85 275 621 531 67 376
Cash flows from operating (6 676) (2 085) 99 923 6 869
activities
Cash flows from investing (1 346) (6 470) (122 725) (2 429)
activities
Cash flows from financing 7 177 8 364 (12 289) (3 417)
activities
Capital expenditure (1 822) (2 420) - (102)
Business segment – Eliminations Consolidated
Discontinued operations
2013 2013
Segment revenue R’000 R’000
Sales of goods 195 188 725
Rental income (4) 324
Finance income (6 074) 9 434
Dividend income - -
Management fees - -
Insurance premium income (2 467) 10 203
Total revenue from (8 350) 208 686
external customers
Inter-segment revenue (2 416) -
Total segment revenue (10 766) 208 686
Segment result
Operating (loss)/profit (18 392) 107
before financing costs
Financing costs 3 461 (1 562)
(Loss)/profit before (14 931) (1 455)
taxation
Taxation 982 44
Net (loss)/profit for the (13 949) (1 411)
year
Segment assets (268 991) 789 634
Segment liabilities (216 013) 701 748
Cash flows from operating (220 736) (122 705)
activities
Cash flows from investing 228 016 95 046
activities
Cash flows from financing 15 698 15 533
activities
Capital expenditure 77 (4 267)
ACCOUNTING POLICIES
Basis of preparation
The abridged summarised consolidated financial statements (“Abridged Financial
Information”) have been prepared in accordance with the framework concepts and
the recognition and measurement requirements of International Financial
Reporting Standards (“IFRS”), the SAICA Financial Reporting Guides as issued by
the Accounting Practices Committee and Financial Reporting Pronouncements as
issued by Financial Reporting Standards Council and contains the information
required by IAS34: Interim Financial Reporting and in the manner required by
the Companies Act, 2008 of South Africa, and the Listings Requirements of the
JSE Limited (“JSE”). The accounting policies are in terms of IFRS and are
consistent with those applied in the consolidated financial statements for the
year ended 31 March 2012. The new standards and interpretations adopted during
the period under review had no material impact on the Group.
RELATED PARTIES
The Company has related party relationships with its subsidiaries,fellow
subsidiaries, associates and with its directors and executive officers.
RECONCILIATION BETWEEN EARNINGS AND HEADLINE EARNINGS FOR CONTINUING
OPERATIONS:
2013 2012
Restated
R’000 R’000
Continuing operations
Loss before taxation for the year (13 685) (4 032)
Loss on disposal of property, plant and equipment
net of insurance proceeds (2) 30
Taxation (33) 2 286
Headline earnings loss (13 720) (1 716)
Headline loss and diluted headline loss per share
(cents) (22.93) (3.21)
RECONCILIATION BETWEEN EARNINGS AND HEADLINE EARNINGS FOR DISCONTINUED
OPERATIONS:
2013 2012
Restated
R’000 R’000
Discontinued operations
(Loss)/profit before taxation for the year (1 455) 26 116
Profit on disposal of property, plant and equipment
net of insurance proceeds (84) (30)
Impairment of goodwill 1 647
Revaluation of investment property (7 025)
Taxation 44 (1 342)
Headline (loss)/earnings (1 495) 19 366
Headline (loss)/earnings and diluted headline
(loss)/earnings per share (cents) (2.50) 36.24
2013 2012
R’000 R’000
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
Short-term employee benefits 11 210 12 941
TRANSACTIONS WITH RELATED PARTIES
Premiums received 1 615 2 744
Unearned premium reserve 4 508 2 643
RESPONSIBILITY FOR CONSOLIDATED ANNUAL FINANCIAL STATEMENTS
The consolidated financial statements for the year ended 31 March 2013
(“Audited Financial Statements”) have been audited by KPMG Inc., and their
unqualified audit opinion is available for inspection at the registered office
of the Company.
This Abridged Financial Information has been extracted from Audited Financial
Statements, but is not itself audited. The directors of Nictus are solely
responsible for the preparation of the Abridged Financial Information and for
its correct extraction from the underlying Audited Financial Statements.
SUBSEQUENT EVENTS
No events subsequent to year end occurred that had a material effect on the 31
March 2013 results.
CHAIRMAN’S REPORT
OVERVIEW
Nictus had a very challenging year with the geographic split of the Group into
Namibian operation and a South African operation, with each company listed on
the respective Namibian and South African stock exchanges.
The preparation of the required documents and financial statements was more
onerous than envisaged by management. The costs involved in the unbundling,
executed according to the regulator’s prescriptions, was significant and
impacted negatively on the profits of Nictus Limited.
The shareholders of Nictus Limited, primary listed on the JSE and secondary
listed on the NSX, were allotted the same number of shares in the newly
listed Nictus Holdings Limited, the Namibian company which was listed on the
NSX as a primary listing.
Each company now has its own management and Board of Directors, focusing
solely on the seperately listed entities and operations.
Unfortunately, and despite the increased management focus on South Africa, the
directors approved the closing of a furniture store with a material
impairment, due to fraudulent activities by organised crime. However, as the
costs of the unbundling and the writing off of debtors and inventory were a
once off occurrence, the Board is of the opinion that the foundation has been
laid for a new growth phase, with new and focused attention on Nictus Limited.
The Insurance segment, together with its activities, continues to grow
according to the longer-term plan and is adequately capitalised to deal with
proposed new regulatory capital requirements. Qualified personnel have been
established in new geographic regions and growth is foreseen to continue as
activities expand, which will also reduce concentration risks.
Generally the furniture retail business is showing signs of a slow-down in
sales, as a result of weakening consumer spending power. Group credit policy
remains very conservative and bad debts in the normal business are well below
the industry norm. Profits are based on retailing furniture and not on the
financing of debtors. New suppliers have been established that will add more
exclusive products to the Nictus range, based on the specific target market
segments that we continue to serve.
It was a challenging year for management and the employees of the Group;
however we believe that valuable lessons have been learnt and a new
foundation has been laid to grow and expand into the future.
I want to thank the members of the Board for their support during a difficult
year of restructuring the Nictus Group into two companies in Namibia and
South Africa, each with their own management and Boards of Directors.
A special word of thanks to the Managing Director for his positive leadership
to managers and employees during the restructuring process and on the future
of the Company in South Africa.
JN Campbell retired as a Board member and chairman of the Audit Committee. We
will miss his dedication and leadership and the high standards he upheld. I
want to thank him for his commitment and the example he has set.
A warm word of welcome to John Mandy who joined the Board as new Chairman of
the Audit Committee. We are looking forward to his insights and experience
that he brings to the Audit Committee and the Board.
I want to thank all personnel for their support and loyalty to the company.
We believe that the new South African company will bring new focus and energy
and will deliver exceptional results to shareholders in the new growth phase.
BJ Willemse
Chairman: Nictus Group
GROUP CHIEF EXECUTIVE’S REPORT
The history of Nictus is a very interesting one. Founded in Namibia, the
expansion into South Africa during the early 80s must account as the
single most exhilarating journey of my business career. What makes
business so fantastically unpredictable is that the focus on establishing
Nictus in South Africa over the past 30 odd years has made a dramatic
paradigm shift towards sustainably existing in South Africa.
Overview
The unbundling of the Namibian operations from the South African Nictus has
signaled an exciting new beginning for Nictus Limited. No longer is Nictus’
effective management based in Namibia; it boasts local executives to grow a
truly South African business within the realm of Africa’s biggest economy.
As much as we are looking forward to the opportunities created with the
strategic direction embarked upon, we are cognisant that the responsibility
is now as big as the challenge.
Effects of unbundling of the Namibian from the South African operations
The Namibian investment holding company, together with its operational
segments, has been unbundled from the South African operations and distributed
to shareholders under the newly listed Namibian entity – listed on the NSX.
The unbundling of the Namibian business resulted in a decrease of the net
asset value of the Group.
As part of the unbundling, though, a capital injection into the South African
Group has been effected in the form of cash paid over as an unbundling
dividend and the issue of shares for cash. This capital injection is
sufficient to support the growth forecasts of Nictus Furnishers and Corporate
Guarantee, the flagships that will build on the Nictus brand in South Africa.
Stakeholders are advised to exercise care when reading the Group statement
of financial position together with the statement of comprehensive income
as the effects of the unbundling distort comparative figures.
Segmental Performance
Nictus continues to implement its vision of being an independent and
diversified investment holding company. Investments in the short-term
insurance and furniture retail sectors remain the key focus areas for the
implementation of this vision.
Furniture retail
It has been an extremely difficult year for the furniture retail segment.
Although operationally the segment has shown promising signs of performance,
the harsh realities of organised crime have shaken the foundations of one of
our performing outlets. The Board, together with management, has been
compelled to consolidate by closing the Soweto branch due to targeting by
syndicates.
The Board has taken steps to ensure that the lessons learnt will not be
repeated and with management has deliberated and concluded that existing
outlets should take priority to ensure the optimisation of profits.
Insurance and finance
The Company has experienced a positive acceptance of our alternative risk
transfer (self-insurance) model in the market. The customer base has
expanded to satisfactory levels and the indication is that further expansion
can be expected. The unique innovative risk management solutions that the
product provides are supported by the sound relationships that our team has
with our clients.
Profit strategy
Many a hard lesson was learnt the past year with regard to the financial
impact of being targeted by crime syndicates. Loss-generating outlets simply
do not have a place in the Group’s vision and the closing thereof is expected
to stop the recent negative impact on profits.
The further development of effective management in South Africa remains a
focal point to enhance the efficiency of doing business, thereby increasing
the profits. Over the past decade structures have been put in place from
which to do business. The optimisation of these existing structures goes to
the very core of the Group’s moneymaking formula and holds the key to
generating acceptable shareholder value.
Corporate Governance
Nictus is committed to the highest standard of corporate governance. In our
opinion, good corporate governance cannot only be dictated only by set rules
and regulations, but must be driven by the moral convictions of the people
implementing them.
The Group endorses the King III Code of Governance Principles, the
International Financial Reporting Standards (IFRS) and integrated reporting,
whilst it complies with the Companies Act of South Africa and the JSE Listings
Requirements.
We further acknowledge our responsibility to ensure that business within the
Group is conducted with transparency, prudence, justice, accountability and
integrity.
Outlook
The restructuring of the Group, together with the further development
of effective management based in South Africa, will take at least
another year to fully reap the expected benefits expected to be
achieved. I firmly believe that this restructuring has paved the way
for the Group to build on and to flourish in the years to come.
Concerning the Insurance segment, the implementation date of the
proposed changes in the Solvency Assessment and Management framework
have been postponed for another year until January 2015. The interim
measures for the segment industry which have been set in place,
already put the profitability of this segment under pressure due to
the additional capital adequacy requirements, and will continue to do
so. Despite this, the expectation is that the segment will continue to
grow profitably.
Our expectation is that the Furniture segment should show good signs
of recovery following the further development of effective management
and the closing down of the Maponya Mall outlet.
Appreciation
I would like to express my gratitude for the dedication and
contribution of our Board, managers and staff for their support and
commitment towards and the belief in the chosen strategic direction
for the Group. A special word of appreciation goes out to Nic
Campbell, long serving independent non-executive director of Nictus
Limited, and Steve Smith, long serving independent non-executive
director of Corporate Guarantee (South Africa) Limited, who have
retired during the past financial year, for their services to the
Group over the past several years.
On behalf of the Group, I would like to reaffirm our commitment to
serving our customers and would like to thank them, together with all
our stakeholders, for their continued loyalty.
NC Tromp
Group Chief Executive: Nictus Group
DECLARATION OF ORDINARY DIVIDEND
The Board has not declared a dividend to ordinary shareholders of the Company
for the year ended 31 March 2013.
INTERGRATED REPORT AND NOTICE OF ANNUAL GENERAL MEETING
As the integrated report for the year ended 31 March 2013 ("the Integrated
Report") are to be posted to Nictus shareholders within 3 months of Nictus’
financial year end, this announcement is not required to appear in the press
and will not be sent to Nictus shareholders.
The Integrated Report contains a notice convening the annual general meeting
of Nictus shareholders for the year ended 31 March 2013 ("the AGM"). The AGM
will be held in the boardroom at the Nictus Building, corner of Pretoria and
Dover Street, Randburg, Gauteng on Friday 30th of August 2013 at 11h00.
The Board has determined that the record date in terms of section 59(1) of the
Companies Act, 2008 of South Africa for the purpose of determining which
shareholders of the Company are entitled to receive notice of the AGM is
Friday, 21 June 2013 and the record date for purposes of determining which
shareholders of the Company are entitled to participate in and vote at the AGM
is Friday, 23 August 2013. Accordingly, only Nictus shareholders who are
registered in the register of members of the Company on Friday, 23 August 2013
will be entitled to participate in and vote at the at the AGM. Accordingly,
the last day to trade in order to be eligible to participate in and vote at
the AGM will be Friday, 16 August 2012.
The notice of AGM and the Integrated Report, containing the Audited Financial
Statements, are to be posted to Nictus shareholders on Friday, 28 June 2013.
B J Willemse
Chairman
28 June 2013
Sponsor on the JSE: KPMG Services Proprietary Limited
Sponsor on the NSX: Simonis Storm Securities (Pty) Ltd (Member of the NSX)
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