Wrap Text
Audited consolidated results for the year ended 30 June 2013 and cash dividend declaration
REMGRO LIMITED
Registration number 1968/006415/06
ISIN ZAE000026480 Share code REM
AUDITED CONSOLIDATED RESULTS FOR THE YEAR ENDED 30 JUNE 2013
AND CASH DIVIDEND DECLARATION
SALIENT FEATURES
- Headline earnings per share: -14.1%
- Headline earnings per share, excluding Mediclinic
refinancing cost: +11.6%
- Ordinary dividend per share: +10.2%
- Intrinsic net asset value per share: +34.2%
ABRIDGED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 June
2013 2012
R'm R'm
ASSETS
Non-current assets
Property, plant and equipment 5 354 3 485
Biological agricultural assets 107 99
Investment properties 42 37
Intangible assets 5 831 356
Investments - Associated companies 45 678 38 321
- Joint ventures 276 130
- Other 2 168 1 587
Retirement benefits 184 164
Loans 497 115
Deferred taxation 9 6
60 146 44 300
Current assets 12 613 13 727
Inventories 2 528 2 002
Biological agricultural assets 537 476
Debtors and short-term loans 2 939 2 071
Investment in money market funds 1 140 2 344
Cash and cash equivalents 4 221 6 484
Other current assets 472 136
11 837 13 513
Assets held for sale 776 214
Total assets 72 759 58 027
EQUITY AND LIABILITIES
Stated and issued capital 3 605 3 605
Reserves 55 936 50 018
Treasury shares (431) (169)
Shareholders' equity 59 110 53 454
Non-controlling interest 1 955 799
Total equity 61 065 54 253
Non-current liabilities 7 701 981
Retirement benefits 266 203
Long-term loans 5 774 105
Deferred taxation 1 661 673
Current liabilities 3 993 2 793
Trade and other payables 3 424 2 493
Short-term loans 361 279
Other current liabilities 29 21
3 814 2 793
Liabilities held for sale 179 -
Total equity and liabilities 72 759 58 027
Net asset value per share (Rand)
At book value R115.18 R103.93
At intrinsic value (unaudited) R204.83 R152.61
ABRIDGED CONSOLIDATED INCOME STATEMENT
Year ended
30 June
2013 2012
R'm R'm
Sales 16 446 13 532
Inventory expenses (10 796) (8 517)
Staff costs (2 681) (2 405)
Depreciation (424) (354)
Other net operating expenses (2 183) (1 484)
Trading profit 362 772
Dividend income 34 175
Interest received 250 243
Finance costs (173) (21)
Negative goodwill 196 -
Net impairment of investments, loans, assets and goodwill (152) (295)
Profit/(loss) on sale and unbundling of investments (154) 4 421
Consolidated profit before tax 363 5 295
Taxation (249) (462)
Consolidated profit after tax 114 4 833
Share of after-tax profit of associated companies and joint ventures 4 313 4 532
Net profit for the year 4 427 9 365
Attributable to:
Equity holders 4 438 9 284
Non-controlling interest (11) 81
4 427 9 365
ASSOCIATED COMPANIES AND JOINT VENTURES
Share of after-tax profit of associated companies and joint ventures
Profit before taking into account impairments, non-recurring and capital items 5 651 6 094
Net impairment of investments, assets and goodwill (98) (197)
Profit on the sale of investments 119 381
Other non-recurring and capital items 63 38
Profit before tax and non-controlling interest 5 735 6 316
Taxation (1 236) (1 405)
Non-controlling interest (186) (379)
4 313 4 532
RECONCILIATION OF HEADLINE EARNINGS
Year ended
30 June
2013 2012
R'm R'm
Net profit for the year attributable to equity holders 4 438 9 284
Plus/(minus):
- Negative goodwill (196) -
- Net impairment of associates and joint ventures 29 26
- Impairment of other investments 112 239
- Impairment of property, plant and equipment 4 3
- Recycling of foreign currency translation reserves 154 94
- (Profit)/loss on sale of associates and joint ventures 24 (1 056)
- (Profit)/loss on sale of other investments (24) (3 455)
- Net surplus on disposal of property, plant and equipment (19) (79)
- Non-headline earnings items included in equity accounted earnings of
associated companies and joint ventures (76) (241)
- Net (surplus)/loss on disposal of property, plant and equipment 8 (19)
- Profit on the sale of investments (119) (381)
- Net impairment of investments, assets and goodwill 98 197
- Other non-recurring and capital items (63) (38)
- Taxation effect of adjustments (61) 181
- Non-controlling interest 2 117
Headline earnings 4 387 5 113
Mediclinic refinancing cost 1 312 -
Headline earnings, excluding Mediclinic refinancing cost 5 699 5 113
EARNINGS AND DIVIDENDS
Year ended
30 June
2013 2012
Cents Cents
Headline earnings per share
Basic 854.3 994.6
Diluted 838.5 974.3
Headline earnings per share, excluding Mediclinic refinancing cost
Basic 1 109.8 994.6
Diluted 1 088.4 974.3
Earnings per share
Basic 864.2 1 805.9
Diluted 846.7 1 783.7
Dividends per share
Ordinary 346.00 314.00
Interim 145.00 126.00
Final 201.00 188.00
ABRIDGED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended
30 June
2013 2012
R'm R'm
Net profit for the year 4 427 9 365
Other comprehensive income, net of tax 3 312 (1 827)
Items that may be reclassified subsequently to the income statement:
Exchange rate adjustments 889 792
Fair value adjustments for the year (189) (866)
Deferred taxation on fair value adjustments (6) 199
Reclassification of other comprehensive income to the income statement 223 (3 000)
Other comprehensive income of associated companies and joint ventures 2 938 412
Items that will not be reclassified to the income statement:
Change in reserves of associated companies and joint ventures (543) 636
Total comprehensive income for the year 7 739 7 538
Total comprehensive income attributable to:
Equity holders 7 750 7 457
Non-controlling interest (11) 81
7 739 7 538
ABRIDGED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended
30 June
2013 2012
R'm R'm
Balance at the beginning of the year 54 253 52 330
Total comprehensive income for the year 7 739 7 538
Dividends paid (1 743) (1 809)
Business acquired 331 -
Capital invested by minorities 822 6
Other movements 1 1
Purchase of treasury shares by wholly owned subsidiary (405) -
Long-term share incentive scheme reserve 67 84
Unbundling of investment - (3 897)
Balance at the end of the year 61 065 54 253
ABRIDGED CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended
30 June
2013 2012
R'm R'm
Cash generated from operations 1 058 949
Taxation paid (235) (431)
Dividends received 2 919 3 150
Cash available from operating activities 3 742 3 668
Dividends paid (1 743) (1 819)
Net cash inflow from operating activities 1 999 1 849
Investing activities* (4 558) (495)
Financing activities (236) 139
Net increase/(decrease) in cash and cash equivalents (2 795) 1 493
Exchange rate profit on foreign cash 598 586
Cash and cash equivalents at the beginning of the year 6 394 4 315
Cash and cash equivalents at the end of the year 4 197 6 394
Cash and cash equivalents per statement of financial position 4 221 6 484
Bank overdraft (24) (90)
*Previously money market funds were treated as a separate reconciling item in the cash flow statement. The movements in
these funds were reclassified as the nature of these items relate more closely to investing activities. Consequently, the
comparative cash flow from investing activities changed from an inflow of R124 million (which was reported in the 2012
financial year) to an outflow of R495 million.
ADDITIONAL INFORMATION
30 June
2013 2012
Number of shares in issue
- Ordinary shares of no par value
(2012: 1 cent each) 481 106 370 481 106 370
- Unlisted B ordinary shares of no par value
(2012: 10 cents each) 35 506 352 35 506 352
Total number of shares in issue 516 612 722 516 612 722
Number of shares held in treasury
- Ordinary shares repurchased and held in treasury (3 433 101) (2 279 155)
513 179 621 514 333 567
Weighted number of shares 513 526 699 514 090 014
In determining earnings per share and headline earnings per share the weighted number of shares was taken into account.
Statutory matters
During the year under review the Company adopted a new Memorandum of Incorporation. The new Memorandum of
Incorporation substituted the existing Memorandum and Articles of Association of the Company, in compliance with the
Companies Act (No. 71 of 2008), as amended.
Simultaneously, the Company's authorised and issued ordinary shares with a par value of R0.01 each were converted into
authorised and issued ordinary shares of no par value and the authorised and issued B ordinary shares with a par value of
R0.10 each were converted into authorised and issued B ordinary shares of no par value. As a result, the Company's share
premium was also converted to stated capital.
ADDITIONAL INFORMATION (continued)
30 June
2013 2012
R'm R'm
Listed investments
Associated
Book value 31 164 25 713
Market value 62 232 40 601
Other
Book value 823 768
Market value 823 768
Unlisted investments
Associated
Book value 14 514 12 608
Directors' valuation (unaudited) 30 187 23 464
Joint ventures
Book value 276 130
Directors' valuation (unaudited) 276 130
Other
Book value 1 345 819
Directors' valuation 1 345 819
Additions to and replacement of property, plant and equipment 701 771
Capital and investment commitments 1 439 5 678
(Including amounts authorised, but not yet contracted for)
Guarantees and contingent liabilities* 348 2 420
Dividends received from associated companies and joint ventures set off
against investments 2 893 2 942
*As at 30 June 2012 Remgro had three material unresolved disputes with the South African Revenue Service totalling R2 073
million. Two of these disputes, totalling R1 337 million, related to a potential secondary tax on companies (STC) liability
involving previous cancellations of treasury shares, while the third matter amounting to R736 million, related to the disposal
of investments. During the year under review all three disputes have been resolved in Remgro's favour.
COMMENTS (Unaudited)
1. ACCOUNTING POLICIES
The annual financial statements are prepared on the historical cost basis, unless otherwise indicated, in accordance
with International Financial Reporting Standards (IFRS), including IAS 34: Interim Financial Reporting, and in
accordance with the requirements of the Companies Act (No. 71 of 2008), as amended, and the Listings
Requirements of the JSE Limited. The financial statements have been prepared under the supervision of the Chief
Financial Officer, Leon Crouse CA(SA).
These financial statements incorporate accounting policies that have been consistently applied to both years
presented, with the exception of the implementation of the amendments to IAS1: Presentation of Financial
Statements. The adoption of the amended accounting standard only affected disclosure and had no impact on the
results of either the current or prior years.
2. COMPARISON WITH PRIOR YEAR
During October 2012 Mediclinic International Limited (Mediclinic) incurred material once-off charges relating to
the comprehensive refinancing of its Swiss and South African debt. These once-off items included the following:
- the derecognition of the mark-to-market liability relating to the Swiss interest rate swap of R3 531 million
(R3 311 million after tax);
- accelerated amortisation charges of capitalised financing expenses of R163 million (R129 million after
tax);
- loan breakage charges of R54 million (R39 million after tax) relating to existing South African debt;
- Swiss stamp duty of R41 million (R41 million after tax); and
- a realised gain of R574 million (R574 million after tax) on foreign exchange forward contracts.
Remgro's share of these once-off items amounted to a loss of R1 312 million.
Due to the materiality of the amounts involved, headline earnings and headline earnings per share are also presented
by excluding Remgro's share of Mediclinic's refinancing costs referred to above.
3. RESULTS
Reporting platforms
During the year under review the platforms under which the results of investee companies are being reported, were
changed. This change aligns public reporting with internal reporting to the Remgro Board. Comparative figures
have been presented accordingly.
Previously investee companies were classified under the following reporting platforms Financial services,
Industrial interests, Media interests, Mining interests, Technology interests, Other investments, as well as Central
treasury and Other net corporate assets. As from 30 June 2013 investee companies will be reported under the
following reporting platforms Food, liquor and home care, Banking, Healthcare, Insurance, Industrial,
Infrastructure, Media and sport, Other investments, as well as Central treasury and Other net corporate assets.
Headline earnings
Headline earnings for the year to 30 June 2013 amounted to R4 387 million compared to R5 113 million for the
year to 30 June 2012, representing a decrease of 14.2%. Headline earnings per share decreased by 14.1% from
994.6 cents to 854.3 cents.
However, excluding the effect of the once-off items relating to Mediclinic's refinancing transaction referred to
earlier, headline earnings increased by 11.5% from R5 113 million to R5 699 million, whereas headline earnings per
share increased by 11.6% from 994.6 cents to 1 109.8 cents.
Contribution to headline earnings
Year ended Year ended
30 June 30 June
2013 % 2012
R'm Change R'm
Food, liquor and home care 1 120 (9.7) 1 240
Banking 2 052 15.9 1 770
Healthcare (385) (178.4) 491
Insurance 666 (13.3) 768
Industrial 661 49.2 443
Infrastructure 196 36.1 144
Media and sport 119 28.0 93
Mining - (100.0) 148
Other investments 57 235.3 17
Central treasury 3 (97.9) 140
Other net corporate costs (102) 27.7 (141)
Headline earnings 4 387 (14.2) 5 113
Mediclinic refinancing cost 1 312 - -
Headline earnings, excluding Mediclinic refinancing cost 5 699 11.5 5 113
Refer to Annexures A and B for segmental information
Food, liquor and home care
The contribution from food, liquor and home care to Remgro's headline earnings amounted to R1 120 million
(2012: R1 240 million), representing a decrease of 9.7%. This decrease is mainly the result of a lower contribution
from RCL Foods (previously Rainbow Chicken), which contributed R20 million to headline earnings
(2012: R197 million). Cheap competitive chicken imports and high input costs are continuing to impact RCL Foods'
results negatively. For the two months since acquisition, Foodcorp's contribution to RCL Foods' operating profit
amounted to R99 million. Foodcorp's earnings for the two months were, however, materially affected by a
R71 million adjustment to the value of its euro denominated debt resulting from the weakening of the rand from
1 May to 30 June. Unilever's contribution to headline earnings increased by 16.1% to R426 million
(2012: R367 million). This increase is mainly due to an increase in sales volume, as well as improved margins.
Distell's contribution to Remgro's headline earnings, which includes the investments in Capevin Holdings and
Capevin Investments, amounted to R363 million (2012: R324 million). Distell's improved financial results reflect
satisfactory revenue growth as well as the positive influence of a weaker rand. TSB's contribution to headline
earnings amounted to R311 million (2012: R352 million).
Banking
The contribution from the banking division amounted to R2 052 million (2012: R1 770 million), representing an
increase of 15.9%. It should be noted that Remgro's interest in RMBH reduced since December 2011 due to
Remgro facilitating the RMBH empowerment transaction by selling a portion of its interest to Royal Bafokeng.
Both FirstRand and RMBH reported good headline earnings growth of 19.6% and 20.3% respectively, mainly due
to strong operational performances in FNB, WesBank and RMB.
Healthcare
Mediclinic's contribution to Remgro's headline earnings amounted to a loss of R385 million (2012: R491 million
profit). This decrease in profit was mainly due to the effect of the once-off items relating to Mediclinic's refinancing
transaction referred to earlier. Excluding these once-off items, Mediclinic's contribution to Remgro's headline
earnings would have increased by 88.8% to R927 million.
Insurance
RMI Holdings is the only investment being reported under insurance interests. During December 2011 Remgro also
sold a portion of its interest in RMI Holdings to Royal Bafokeng. RMI Holdings reported a decline of 8.7% in
headline earnings, with 21.5% and 3.2% lower earnings in OUTsurance and Discovery respectively, partly offset
with good earnings growth by MMI Holdings (14.2%).
Industrial
Total South Africa's contribution to Remgro's headline earnings amounted to R258 million (2012: R124 million).
Total South Africa reported substantial favourable stock revaluations during the year under review, compared to
negative stock revaluations in the comparative period. Remgro's share of the results of KTH amounted to
R149 million (2012: R93 million). This increase in KTH's contribution is mainly attributable to Remgro's higher
interest in KTH, as well as the once-off initial recognition of deferred income tax in the previous year on its
investments accounted for at fair value through profit and loss, resulting in a lower earnings base in the comparative
period. Air Products' and Wispeco's contribution to headline earnings amounted to R180 million and R64 million
respectively (2012: R181 million and R44 million), while PGSI contributed R10 million to Remgro's headline
earnings (2012: R1 million).
Infrastructure
Grindrod's contribution to Remgro's headline earnings amounted to R144 million (2012: R88 million for the eight
months since acquisition). For the year under review, the CIV group contributed R59 million to headline earnings
(2012: R85 million). SEACOM reported a headline loss of R3 million for the year under review
(2012: R109 million loss), with Remgro's share of this loss being less than R1 million (2012: R27 million).
Media and sport
Media and sport interests primarily consist of the interests in Sabido and Premier Team Holdings (PTH). Sabido's
contribution to Remgro's headline earnings amounted to R148 million (2012: R129 million), while PTH's
contribution to headline earnings amounted to a loss of R39 million (2012: R35 million loss).
Mining
Until the unbundling of Implats to Remgro shareholders during June 2012, Implats was the only remaining
investment being reported under mining interests. Dividends received from Implats during the comparative year
amounted to R148 million.
Other investments
The contribution from other investments to headline earnings amounted to R57 million (2012: R17 million), of
which Business Partners' contribution was R32 million (2012: R12 million).
Central treasury and other net corporate costs
The contribution from the central treasury division amounted to R3 million (2012: R140 million). This decrease
mainly resulted from foreign exchange losses of R98 million on the hedging of the repatriation of a portion of
Remgro's offshore cash balances in anticipation of the RCL Foods rights offer early in March 2013. Other net
corporate costs amounted to R102 million (2012: R141 million). This decrease is mainly the result of the net after-
tax underwriting fee of R46 million received on the Mediclinic rights offer.
Total earnings
Total earnings decreased by 52.2% to R4 438 million (2012: R9 284 million), mainly as a result of capital gains
amounting to R4 047 million realised on the disposal of RMBH shares and RMI shares to Royal Bafokeng, the
disposal of Tracker and the unbundling of the investment in Implats in the comparative year, combined with the
Mediclinic once-off refinancing losses in the year under review.
4. INTRINSIC NET ASSET VALUE
Remgro's intrinsic net asset value per share increased by 34.2% from R152.61 at 30 June 2012 to R204.83 at
30 June 2013. Refer to Annexure B for full details.
5. INVESTMENT ACTIVITIES
The most important investment activities during the year under review were as follows:
Mediclinic International Limited (Mediclinic)
During October 2012, Mediclinic completed a comprehensive refinancing of its Swiss and South African debt. As
part of the transaction Mediclinic raised new equity amounting to R5.0 billion through a rights offer which Remgro
agreed to underwrite.
In terms of the rights offer, Remgro acquired a further 75 788 206 Mediclinic shares for a total consideration of
R2 169.8 million. As the rights offer was oversubscribed, Remgro did not acquire any additional shares in
Mediclinic in terms of the underwriting agreement. On 30 June 2013 Remgro's effective interest in Mediclinic was
44.4% (2012: 45.0%).
RCL Foods Limited (RCL Foods)
On 1 May 2013 RCL Foods acquired an effective 64.2% interest in New Foodcorp Holdings Proprietary Limited
(Foodcorp) for a total consideration of R1 026 million. Foodcorp brings a strong portfolio of brands into the RCL
Foods stable and will help to diversify RCL Foods' earnings stream into different products and markets.
In terms of IFRS 3: Business Combinations assets, liabilities and a non-controlling interest amounting to
R6 576 million, R7 837 million and R331 million respectively was acquired in terms of the transaction, resulting in
goodwill of R2 618 million being recognised. Foodcorp's contribution to revenue and operating profit since 1 May
2013 was R1 217 million and R99 million respectively. Had Foodcorp been consolidated from 1 July 2012, the
contribution to revenue and operating profit would have amounted to R6 471 million and R502 million respectively.
Effective 9 May 2013 RCL Foods also acquired a 49% shareholding in Zam Chick Limited (Zam Chick) for
$14.25 million. Zam Chick is the broiler operation of Zambeef plc of Zambia, itself a fully, integrated agribusiness
listed on the Lusaka and London stock exchanges. This transaction is aligned to RCL Foods' strategy to expand into
sub-Saharan Africa.
RCL Foods funded the purchase consideration of both acquisitions referred to above out of a portion of the
proceeds of the R3.9 billion rights offer that was completed early in March 2013. Together with the shares acquired
as underwriter of the rights offer, Remgro acquired a further 219.6 million RCL Foods shares for a total
consideration of R3 118.6 million, thereby increasing its effective interest in RCL Foods to 75.9% (2012: 73.4%).
On 1 July 2013 RCL Foods announced that it had acquired an additional 23.9% interest in Foodcorp from Foodcorp
management for a total cash consideration of R393 million, thereby increasing its effective interest in Foodcorp to
88.1%.
In order to reflect RCL Foods' new strategy of creating a diversified Foods business, RCL Foods shareholders
approved the proposed change of name of the company from Rainbow Chicken Limited to RCL Foods Limited on
2 August 2013.
Pembani Remgro Infrastructure Fund (PRIF)
PRIF has been established as a joint initiative between Remgro and Mr Phuthuma Nhleko and focuses on
investments in infrastructure companies and projects (and related industries) across the African continent. During
November 2012, Remgro invested R500 million in PRIF which was used to partly fund its $75 million investment in
the Export Trading Group (ETG). ETG owns and manages a vertically integrated agriculture infrastructure supply
chain in sub-Saharan Africa with operations in procurement, processing, warehousing, logistics, distribution and
merchandising.
Kagiso Tiso Holdings Proprietary Limited (RF) (KTH)
During August 2012, Remgro increased its shareholding in KTH by acquiring a further 7.2% interest for a total
amount of R486.1 million, thereby increasing its interest from 25.1% to 32.3%.
Dark Fibre Africa Proprietary Limited (Dark Fibre)
During the year under review Remgro invested a further R157.4 million directly in Dark Fibre. This investment
increased Remgro's total direct and indirect interest in Dark Fibre to 50.8% (2012: 49.6%).
Grindrod Limited (Grindrod)
During the year under review Remgro acquired a further 9 178 903 Grindrod shares for a total amount of
R135.8 million. These acquisitions increased Remgro's effective interest in Grindrod to 25.0% (24.6% on a fully
diluted basis), compared to 23.5% on 30 June 2012.
Business Partners Limited (Business Partners)
During the year under review Remgro acquired a further 21 768 223 Business Partners shares for a total amount of
R120.3 million. On a fully diluted basis, Remgro's interest in Business Partners increased to 42.5% (2012: 29.0%).
Capevin Holdings Limited (Capevin Holdings)
During August 2012, Capevin Holdings acquired all the shares in Capevin Investments Limited (Capevin
Investments) not already held by it through the issue of 21 Capevin Holdings shares for every 1 Capevin
Investments share acquired.
On 30 June 2013 Remgro's indirect interest in Distell Group Limited was 33.4% (2012: 33.5%).
Other smaller investments, amounting to R757.5 million, were made during the year under review in, inter alia,
the Milestone China Funds and Premier Team Holdings Limited.
6. TREASURY SHARES
At 30 June 2012, 2 279 155 Remgro ordinary shares (0.5%) were held as treasury shares by a wholly owned
subsidiary company of Remgro. As previously reported, these shares were acquired for the purpose of hedging
Remgro's share incentive schemes.
During the year under review Remgro repurchased a further 2 710 000 Remgro ordinary shares at an average price
of R149.56 per share for a total amount of R405 million, while 1 556 054 Remgro ordinary shares were utilised to
settle Remgro's obligation towards scheme participants who exercised the rights granted to them.
At 30 June 2013, 3 433 101 Remgro ordinary shares (0.7%) were held as treasury shares.
7. CASH RESOURCES AT THE CENTRE
The Company's cash resources at 30 June 2013 were as follows:
30 June 2013 30 June
Local Offshore Total 2012
R'm R'm R'm R'm
Per consolidated statement of financial position 3 581 640 4 221 6 484
Investment in money market funds 450 690 1 140 2 344
Less: Cash of operating subsidiaries (2 563) (65) (2 628) (501)
Cash at the centre 1 468 1 265 2 733 8 327
On 30 June 2013, approximately 55% (R690 million) of the available offshore cash at the centre was invested in
money market funds which are not classified as cash and cash equivalents on the statement of financial position.
DIRECTORATE
Mr P E Beyers has retired as a non-executive director from the Board of Remgro with effect from 31 January 2013. As from
the same date Mrs M A Ramphele resigned as an independent non-executive director from the Board of Remgro, while
Mrs J A Preller retired as an executive director from the Board with effect from 31 March 2013.
The Board wishes to thank these directors for their valuable contribution over many years.
REPORTS OF THE INDEPENDENT AUDITOR
The Company's directors are responsible for the preparation of an abridged version of the audited consolidated financial
statements.
The annual financial statements have been audited by PricewaterhouseCoopers Inc. and their unqualified audit reports on the
comprehensive annual financial statements and the abridged annual financial statements are available for inspection at the
registered office of the Company.
The auditor's report does not necessarily report on all of the information contained in this announcement/financial results.
Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor's engagement they
should obtain a copy of the auditor's report together with the accompanying financial information from the issuer's registered
office.
DECLARATION OF CASH DIVIDEND
Secondary tax on companies (STC) and dividend tax
With effect from 1 April 2012, STC was replaced with a dividend tax. In terms of the new legislation, companies will be
allowed to apply their available STC credits against future dividends declared for a period of three years from the effective
date of dividend tax.
Declaration of Dividend No. 26
Notice is hereby given that a final gross dividend of 201 cents (2012: 188 cents) per share has been declared out of income
reserves in respect of both the ordinary shares of no par value and the unlisted B ordinary shares of no par value, for the year
ended 30 June 2013.
The Company will be utilising STC credits amounting to 201 cents per ordinary share and 201 cents per unlisted B ordinary
share. As a result there will be no dividend tax deducted from the final gross dividend for any Remgro shareholder.
The issued share capital at the declaration date is 481 106 370 ordinary shares and 35 506 352 B ordinary shares. The
income tax number of the Company is 9500-124-71-5.
Dates of importance:
Last day to trade in order to participate in the dividend Friday, 8 November 2013
Shares trade ex dividend Monday, 11 November 2013
Record date Friday, 15 November 2013
Payment date Monday, 18 November 2013
Share certificates may not be dematerialised or rematerialised between Monday, 11 November 2013 and Friday,
15 November 2013, both days inclusive.
In terms of the Company's Memorandum of Incorporation, dividends will only be transferred electronically to the bank
accounts of shareholders, while dividend cheques will no longer be mailed. If you have in the past received dividend
cheques, please contact the Transfer Secretaries to provide them with confirmation of your banking details. In the instance
where shareholders do not provide the Transfer Secretaries with their banking details, the dividend will not be forfeited but
will be marked as "unclaimed" in the share register until the shareholder provides the Transfer Secretaries with the relevant
banking details for payout.
The Annual Report will be posted to members and will be available on Remgro's website at www.remgro.com during
October 2013.
Signed on behalf of the Board of Directors.
Johann Rupert Jannie Durand
Chairman Chief Executive Officer
Stellenbosch
18 September 2013
DIRECTORATE
Non-executive directors
Johann Rupert (Chairman), E de la H Hertzog (Deputy Chairman),
G T Ferreira*, P K Harris*, N P Mageza*,
J Malherbe, P J Moleketi*, M M Morobe*,
F Robertson*, H Wessels*
(*Independent)
Executive directors
J J Durand (Chief Executive Officer),
W E Bührmann, L Crouse, J W Dreyer
CORPORATE INFORMATION
Secretary
M Lubbe
Listing
JSE Limited
Sector: Industrials Diversified Industrials
Business address and registered office
Millennia Park, 16 Stellentia Avenue, Stellenbosch 7600
(PO Box 456, Stellenbosch 7599)
Transfer Secretaries
Computershare Investor Services Proprietary Limited, 70 Marshall Street,
Johannesburg 2001
(PO Box 61051, Marshalltown 2107)
Auditors
PricewaterhouseCoopers Inc.
Stellenbosch
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Website
www.remgro.com
ANNEXURE A
COMPOSITION OF HEADLINE EARNINGS
Year ended
30 June
2013 2012
R'm R'm
Food, liquor and home care
Unilever South Africa 426 367
Distell(1) 363 324
RCL Foods 20 197
TSB 311 352
Banking
RMBH 1 444 1 261
FirstRand 608 509
Healthcare
Mediclinic (385) 491
Insurance
RMI Holdings 666 768
Industrial
Air Products South Africa 180 181
KTH 149 93
Total South Africa 258 124
PGSI 10 1
Wispeco 64 44
Infrastructure
Grindrod 144 88
CIV group(2) 59 85
SEACOM - (27)
Other infrastructure interests (7) (2)
Media and sport
Sabido 148 129
Other media and sport interests (29) (36)
Mining
Implats - 148
Other investments 57 17
Central treasury 3 140
Other net corporate costs (102) (141)
Headline earnings 4 387 5 113
Weighted number of shares (million) 513.5 514.1
Headline earnings per share (cents) 854.3 994.6
Notes
1. Includes the investments in Capevin Investments Limited and Capevin Holdings Limited.
2. Includes the investments in CIV Fibre Network Solutions Proprietary Limited, CIE Telecommunications Proprietary Limited, CIV Power
Proprietary Limited, Central Lake Trading No. 77 Proprietary Limited and Dark Fibre Africa Proprietary Limited.
ANNEXURE B
COMPOSITION OF INTRINSIC NET ASSET VALUE
30 June 2013 30 June 2012
Book value Intrinsic value Book value Intrinsic value
R'm R'm R'm R'm
Food, liquor and home care
Unilever South Africa 3 064 8 676 3 051 7 026
Distell(1) 2 547 8 073 2 258 5 935
RCL Foods 5 129 6 759 2 139 3 140
TSB 1 877 3 964 1 910 3 372
Banking
RMBH 10 415 15 541 9 438 13 758
FirstRand 3 645 6 359 3 258 5 801
Healthcare
Mediclinic 7 743 24 640 4 622 10 601
Insurance
RMI Holdings 5 645 11 331 5 530 7 810
Industrial
Air Products South Africa 691 3 126 642 2 774
KTH 2 475 2 425 1 765 1 667
Total South Africa 1 192 1 275 941 1 217
PGSI 568 571 581 585
Wispeco 458 414 409 350
Infrastructure
Grindrod 2 868 3 103 2 315 1 871
CIV group(2) 1 650 2 305 1 428 1 550
SEACOM 617 1 069 586 926
Other infrastructure interests 776 776 200 200
Media and sport
Sabido 929 2 279 845 1 768
Other media and sport interests 608 605 330 330
Other investments 2 203 2 204 1 707 1 329
Central treasury cash at the centre(3) 2 733 2 733 8 327 8 327
Other net corporate assets 1 277 1 516 1 172 1 476
Net asset value (NAV) 59 110 109 744 53 454 81 813
Potential CGT liability(4) (4 628) (3 319)
NAV after tax 59 110 105 116 53 454 78 494
Issued shares after deduction of shares
repurchased (million) 513.2 513.2 514.3 514.3
NAV after tax per share (Rand) 115.18 204.83 103.93 152.61
Notes
1. Includes the investments in Capevin Investments Limited and Capevin Holdings Limited.
2. Includes the investments in CIV Fibre Network Solutions Proprietary Limited, CIE Telecommunications Proprietary Limited, CIV Power Proprietary
Limited, Central Lake Trading No. 77 Proprietary Limited and Dark Fibre Africa Proprietary Limited.
3. Cash at the centre excludes cash held by subsidiaries that are separately valued above (mainly RCL Foods, TSB and Wispeco).
4. The potential capital gains tax (CGT) liability is calculated on the specific identification method using the most favourable calculation for
investments acquired before 1 October 2001 and also taking into account the corporate relief provisions. Deferred CGT on investments "available-
for-sale" is included in "other net corporate assets" above.
5. For purposes of determining the intrinsic value, the unlisted investments are shown at directors' valuation and the listed investments are shown at
stock exchange prices.
6. Intrinsic values have not been audited.
Date: 18/09/2013 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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