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PRESCIENT LIMITED - Change statement and notice of annual general meeting

Release Date: 20/09/2013 17:27
Code(s): PCT     PDF:  
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Change statement and notice of annual general meeting

Prescient Limited
Incorporated in the Republic of South Africa
Registration number: 1936/008278/06
Share Code: PCT ISIN: ZAE000163531
("Prescient" or "the Company")


AUDITED ABRIDGED FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2013, CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING


INTRODUCTION


Shareholders are advised that the Company’s 2013 Integrated Report, containing the audited annual financial statements for the year ended 31 March 2013, was posted to
shareholders today and contain modifications to the reviewed provisional results published on SENS on 25 June 2013.


The modifications impacted on the following statements only:


The Abridged Statement of Comprehensive Income:


Cost of IT services and operating expenses


The cost of IT services has previously been disclosed as part of operating expenses, this has subsequently been disclosed separately.


Fair value gain on contingent purchase price and other income


The fair value gain on the contingent purchase price line item has subsequently been disclosed as other income and moved below the profit from operations line.


The Abridged Statement of Financial Position:


Financial assets at fair value through profit or loss and long-term loans receivable


A loan receivable of R40.7m was previously classified as a financial asset at fair value through profit or loss. This has subsequently been re-classified to long-term
loans receivable. Financial assets at fair value through profit or loss has therefore decreased by R40.7m whilst long-term loan receivables has increased by the same
amount. This asset was acquired through the reverse acquisition of PBT and therefore reflects a change to the acquisition note.


Deferred tax assets and liabilities and current tax payable


This resulted from certain deferred tax assets, deferred tax liabilities and current tax payable, previously offset against each other, now being disclosed
separately. Deferred tax assets have increased by R2.1m, deferred tax liabilities have increased by R1.5m and current tax payable has increased by R0.6m.
Trade and other payables and provisions


Provisions were previously included in trade and other payables and have now been separately disclosed. Trade and other payables have decreased by R0.5m whilst
provisions have increased by the same amount.


The Abridged Statement of Cash Flows:


Cash inflows from investing activities


A bank overdraft in a subsidiary company, at acquisition, of R0.097m was excluded from the cash inflows from investing activities. The reclassification of this amount
resulted in a decrease in cash inflows from investing activities of R0.097m.


Taxation paid


As a result of the separate disclosure of deferred tax assets, deferred tax liabilities and current tax payable the taxation paid line item has decreased by R0.598m.


Effect of exchange rate fluctuations on cash held


The effect of exchange rate fluctuations on cash held decreased by R0.501m.


AUDITED ABRIDGED FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2013


Consolidated statement of financial position
                                                                                                        31 March
                                                31 March 2013                      31 March 2013
                                                                        Change                              2012
                                                      Audited                           Reviewed
                                                                                                         Audited
                                                        R'000                              R'000           R’000

 Assets
 Non-current assets                                 6 674   148                        6 672   040     4 941 986
 Equipment                                             14   155                           14   155         7 569
 Investment property                                   17   711                           17   711             -
 Goodwill and intangible assets                       472   816                          472   816        69 348
 Deferred tax asset                                     3   187          2 108             1   079         1 379
 Long-term loans receivable                            73   607         40 689            32   918        31 332
 Investment in equity-accounted investees               1   398                            1   398         2 225
 Financial assets at fair value through
                                                       99 260         (40 689)           139 949          46 702
 profit or loss
 Linked investments backing policyholder
                                                    5 992 014                          5 992 014       4 783 431
 funds

 Current assets                                       676   985                          676   985       672 804
 Inventories                                           16   096                           16   096             -
 Trade and other receivables                          167   139                          167   139        17 855
 Amounts owing by clearing houses                     223   730                          223   730       298 882
 Amounts owing from clients                           151   429                          151   429       300 996
 Taxation receivable                                   11 688                               11 688         2 240
 Cash and cash equivalents                            106 903                              106 903        52 831

 Total assets                                     7 351 133                  2 108       7 349 025     5 614 790

 Equity
 Stated capital                                       637 062                              637 062           53 309
 Reserves                                                 280                                  280          -13 038
 Retained income                                       93 595                               93 595           63 963
 Total equity attributable to owners of
                                                      730 937                              730 937          104 234
 the Company

 Non-controlling interests                              9 781                                9 781                -

 Total equity                                         740 718                              740 718          104 234

 Liabilities
 Non-current liabilities                          6 101 012                  1 510       6 099 502        4 837 867
 Deferred tax liability                               7 017                  1 510           5 507            4 130
 Deferred income                                      3 206                                  3 206                -
 Policyholder investment contract
                                                  5 989 473                              5 989 473        4 782 822
 liabilities
 Long-term loans payable                              101 316                              101 316           50 915

 Current liabilities                                  509 403                  598         508 805          672 689
 Trade and other payables                             110 719                (518)         111 237           38 951
 Provisions                                               518                  518               -                -
 Amounts owing to clearing houses                           -                                    -           47 454
 Amounts owing to clients                             374 591                              374 591          545 541
 Deferred income                                        2 491                                2 491                -
 Current tax payable                                   14 822                  598          14 224            3 824
 Shareholders for dividend                                  -                                    -           36 919
 Bank overdraft                                         6 262                                6 262                -

 Total liabilities                                6 610 415                  2 108       6 608 307        5 510 556

 Total equity and liabilities                     7 351 133                  2 108       7 349 025        5 614 790


Consolidated statement of comprehensive income



                                                            31 March         Change    31 March       31 March
                                                                   2013                    2013           2012
                                                                Audited                Reviewed        Audited


 Revenue                                                     605 393              -     605 393        276 595
 Fair value gain on contingent purchase price                      -       (14 323)      14 323
 Cost of IT services                                       (135 383)      (135 383)           -              -
 Expenses                                                  (327 997)        135 383   (463 380)      (153 464)
 Profit from operations                                      142 013       (14 323)     156 336        123 131
 Other income                                                 14 323         14 323           -              -
 Share of loss of equity - accounted investees (net
                                                                  (219)           -       (219)          (135)
 of tax)
 Finance costs                                               (12 735)          -         (12 735)        (4 829)
 Profit before taxation                                       143 382          -          143 382        118 167
 Income tax expense                                          (40 424)          -         (40 424)       (46 843)
 Profit for the year                                          102 958          -          102 958         71 324
 Other comprehensive income
 Foreign currency translation differences - foreign
                                                               12 396                      12 396                 -
 operations
 Tax on other comprehensive income                                  -          -                -                 -
 Other comprehensive income for the year, net of tax           12 396          -           12 396                 -
 Total comprehensive income for the year                      115 354          -          115 354            71 324

 Profit attributable to:
 Owners of the Company                                        102 456          -          102 456            71 324
 Non-controlling interests                                        502          -              502                 -
 Profit for the year                                          102 958          -          102 958            71 324
                                                                               -
 Total comprehensive income attributable to:
 Owners of the Company                                        114 852          -          114,852            71 324
 Non-controlling interests                                        502          -              502                 -
 Total comprehensive income for the year                      115 354          -          115 354            71 324

 Earnings per share (cents)
 -Basic                                                          7.34          -             7.34              6.36
 -Diluted                                                        7.34          -             7.34              6.36
 Headline earnings per share (cents)
 -Basic                                                          7.51          -             7.51              6.36
 -Diluted                                                        7.51          -             7.51              6.36
 Dividend   per share (cents)
 -Interim   - declared 26 July 2011                                 -          -                -              3.18
 -Interim   - declared 14 November 2012
                                                                 3.30          -             3.30              3.02
 (2012: 2   December 2011)
 -Final -   declared 25 June 2013 (2012: 30 March 2012           2.50          -             2.50              3.29


Condensed consolidated statement of changes in equity

                                                              Attributable to owners of the Company

                                                                                                                                Non-
                                               Stated        Translation        Treasury            Retained                    controlling   Total
                                               capital       reserve            shares              income             Total    interests     equity
R'000
Balance at 1 April 2011                           53 309                –      (19 246)         100 394               134 457        (49)     134 408
Total comprehensive income
for the year
Profit for the year                                      –              –            –              71 324             71 324           –     71 324
Total comprehensive income
for the year                                             –              –            –              71 324            71 324            –     71 324
Transactions with owners
recognised directly in equity
Contributions by and
distributions to owners of the
Company
Treasury shares sold                                   –          –           6 208              –            6 208                        –            6 208
Dividends declared during the year                     –          –               –       (106 914)        (106 914)                       –         (106 914)
Total contributions by and
distributions to owners of the
Company                                                –          –           6 208       (106 914)        (100 706)                       –         (100 706)
Changes in ownership interests
in subsidiaries
Acquisition of non–controlling
interests                                              –          –               –          (841)             (841)                      49            (792)
Total changes in ownership
interests in subsidiaries                              –          –               –          (841)             (841)                      49            (792)
Total transactions with owners of
the Company                                           –           –           6 208       (107 755)        (101 547)                      49        (101 498)
Balance at 31 March 2012                         53 309           –         (13 038)        63 963          104 234                        –          104 234

                                                           Attributable to owners of the Company
                                                                                                                             Non-
                                                 Stated     Translation     Treasury       Retained                          controlling              Total
                                                 capital    reserve         shares         income               Total        interests                equity
R'000
Balance at 1 April 2012                           53 309          –        (13 038)         63 963            104 234                     –            104 234
Total comprehensive income
for the year
Profit for the year                                    –          –               –        102 456            102 456                   502            102 958
Total other comprehensive
income                                                 –     12 396               –                –           12 396                     –             12 396
Total comprehensive income
for the year                                           –     12 396               –        102 456            114 852                   502            115 354
Transactions with owners
recognised directly in equity
Contributions by and
distributions to owners of the
Company
Treasury shares sold                                   –          –             922              –              922                    –                 922
Dividends declared during the year                     –          –               –        (51 218)         (51 218)                   –            (51 218)
Issue of ordinary shares related
to business combinations                         583 753          –               –                –        583 753                    –             583 753
Total contributions by and
distributions to owners of the
Company                                          583 753          –             922        (51 218)         533 457                    –             533 457
Changes in ownership interests
in subsidiaries
Acquisition of non–controlling
interests                                              –          –               –        (21 606)         (21 606)               9 279             (12 327)
Total changes in ownership
interests in subsidiaries                              –          –               –        (21 606)         (21 606)               9 279             (12 327)
Total transactions with owners of
the Company                                      583 753          –             922        (72 824)         511 851                9 279             521 130
Balance at 31 March 2013                         637 062     12 396        (12 116)        93 595           730 937                9 781             740 718


Condensed consolidated statement of cash flows

                                                                                       31 March        Change           31 March            31 March
                                                                                           2013                             2013                2012
                                                                                        Audited                         Reviewed             Audited
 Cash flows from operating activities
 Profit for the year                                                                         102 958    (40 424)         143 382              71 324
 Income tax expense                                                                           40 424    (40 424)               -              46 843
 Non-cash movements and adjustments to profit before tax                                    (15 593)                    (15 593)               2 419
 Changes in working capital                                                                 (10 213)                     (10 213            (23 568)
 Dividends received                                                                              544                        544)               1 364
 Dividends paid                                                                             (88 137)                    (88 137)            (69 995)
 Interest received                                                                            16 309                      16 309               9 301
 Interest paid                                                                              (12 735)                    (12 735)             (4 829)
 Taxation paid                                                                              (51 433)         598        (52 031)            (40 782)
 Net cash outflow from operating activities                                                 (17 876)         598        (18 474)             (7 923)
 Cash inflow from investing activities                                                        66 662        (97)          66 759              17 819
 Cash (outflow)/inflow from financing activities                                             (9 755)                     (9 755)               1 756
 Net increase in cash and cash equivalents                                                    39 031         501          38 530              11 652
 Effect of exchange rate fluctuations on cash held                                             8 779       (501)           9 280               (214)
 Cash and cash equivalents at beginning of year                                               52 831                      52,831              41,393
 Cash and cash equivalents at end of year                                                    100 641                     100 641              52 831


Condensed Consolidated segment report

                                             Financial services              IT services                           Group
                                          Audited        Audited     Audited           Audited      Audited          Audited
                                          31 March       31 March     31 March           31 March     31 March         31 March
                                              2013           2012         2013               2012         2013             2012
                                             R'000          R'000        R'000              R'000        R'000            R'000

Segment external revenue                   401 633        276 595       203   760              –       605 393          276 595
Segment profit before tax                  118 715        118 167        24   667              –       143 382          118 167
Assets*                                  6 688 112      5 547 466       212   969              -     7 351 133        5 547 466
Liabilities                             (6 563 794)    (5 510 556)      (46   621)             -    (6 610 415)      (5 510 556)

* Goodwill not managed as part of segment assets, therefore excluded.


The following table summarises the recognised amounts of assets and liabilities assumed at acquisition date:

                                                                                       Prescient                     Prescient
R'000                                                                                    Ireland            PBT        Capital      Other
Acquisition of subsidiaries and non-controlling interest
Cash and cash equivalents                                                                 79 522         83 983          4 366      5 395
Financial assets at fair value through profit or loss                                        213          6 097          17 279       131
Investment in associate                                                                        –              –          7 435          –
Equipment                                                                                  2 280          2 136            136        321
Investment property                                                                            –              –         17 967          –
Intangible assets                                                                         14 679         29 408          7 629          –
Deferred tax asset                                                                           197              –             93         44
Trade and other receivables                                                               55 775         57 871          1 267      5 910
Long-term loans receivable                                                                     –         52 564          1 233        911
Inventories                                                                                    –         20 516              –          –
Taxation receivable                                                                            –          3 826              –        700
Current tax payable                                                                       (8 193)        (5 565)             –          –
Trade, other payables and provisions                                                     (86 811)       (18 775)          (575)    (3 158)
Long-term loans payable                                                                        –        (14 037)          (191)      (487)
Deferred tax liability                                                                         –         (5 283)             –          –
Bank overdraft                                                                                 –        (13 233)             –        (97)
Total net identifiable assets                                                           57 662         199 508     56 639     9 670

Audited goodwill arising from the acquisitions has been recognised as follows:
                                                                                     Prescient                   Prescient
                                                                                       Ireland            PBT      Capital     Other
Total consideration transferred                                                         72 224        470 466       71 732    28 780
Contingent consideration payable                                                        16 578              –            –         –
Non-controlling interests                                                                    –              –            –     9 658
Total net identifiable assets                                                          (57 662)      (199 508)     (56 639)   (9 670)
Goodwill                                                                                31 140        270 958       15 093    28 768


Highlights

- Listing of Prescient on the JSE in August 2012
- Acquisition of Prescient Ireland in May 2012
- Launch of the Prescient China Balanced Fund in March 2013
- All flagship portfolios consolidated within the Prescient brand during
  the year
- Prescient Investment Management was awarded the 2013 Imbasa Yegolide Absolute Returns Manager of
  the Year Award

Background to the Prescient Group

Financial Services

Prescient was launched in 1998 as an investment management
firm with the stock broking business following in 1999. Over the
years, Prescient has evolved into a partnership of people and
companies servicing a broad range of clients. The business has
been structured to efficiently and seamlessly meet the needs of
our clients and the investing community. Being a trendsetter in
various fields locally, we've recently spread our wings into sub-
Saharan Africa, Europe and Asia.

What started as a quantitative investment management business has
evolved to include an administration services division, a stockbroking
arm that has developed into a niche player, a wealth manager, retail
product offerings, a linked life company and retirement products.

As the Group expands into new markets and grows the business,
we strive to maintain the culture, work ethic and commitment to
clients that have contributed to our success thus far. To manage the
growth of the business, we ensure that we invest in infrastructure,
systems and people.

Prescient's founding philosophy was and remains the creation
of an organisation that embraces the positive spirit, growth and
development that a partnership with full equity participation in the
new South Africa produces.

Information Technology Services

PBT Group Limited ("PBT") prides itself
in being able to empower businesses to analyse data intelligently
and deliver real, measurable bottom-line value. PBT operates
in more than 25 countries around the world and is currently
implementing large-scale projects throughout Africa, the Middle
East and Australia – working with highly respectable clients in
a variety of industries including banking, insurance, medical
healthcare, telecommunications, and retail.

PBT remains independent of products and vendors and is
therefore able to provide clients with tailor-made, end-to-end
solutions that map to their business, rather than the business
having to map to the technology. With the staff being technology
specialists, they are able to oversee a comprehensive integration
of various products and solutions.

With a staff complement of more than 360 highly skilled and
professional consultants with vast Business Intelligence
experience, PBT has established a reputation for delivery
according to expectations – symptomatic of worldwide expertise
and local wisdom.

Review of operations

Prescient Holdings (Proprietary) Limited ("Prescient Holdings")
listed on the JSE, in the Financial Services sector, through a reverse
acquisition of PBT Group Limited ("PBT") on 20 August 2012.

The first six months of the year were highlighted by numerous
expansion initiatives resulting in structural changes to the Group.

The most significant of these initiatives was the purchase by
Prescient Holdings on 31 May 2012 of the Dublin-based investment
management business, AIB Asset Management Holdings (renamed
Prescient Investment Managers (Ireland) ("Prescient Ireland")).

The reviewed condensed financial results for the year ended 31 March 2013
include 12 months of operations for the Prescient Holdings'
companies, 10 months of operations for Prescient Ireland and
seven months of operations for PBT.

Revenue for the Group for the year increased by 119% from
R276.6m to R605.4m. The significant increase in revenue is largely
attributable to the acquisitions during the year. Earnings before
tax for the Group increased by 21% from R118.2m to R143.4m
with earnings after tax increasing by 44% from R71.3m to
R103.0m. Basic earnings per share increased by 15% from 6.36c
to 7.34c. Headline earnings per share increased by 18% from
6.36c to 7.51c. Included in earnings is a fair value gain of R14.3m
relating to the reversal of a portion of the contingent purchase
price for Prescient Ireland. In addition there were costs incurred relating
to the Prescient Ireland acquisition and restructure of R14.8m.
The contingent purchase price is a function of assets under management at
31 May 2013 and 30 November 2013.

Financial Services

Financial Services revenue for the year was R401.6m (March
2012: R276.6m) with earnings before tax of R118.7m (March
2012: R118.2m). The increase in revenue is largely attributable to
the acquisition of Prescient Ireland.

The investment management and administration businesses
continue to focus on delivering appropriate investment portfolios
to clients and service excellence in administration.

The investment philosophy at Prescient focusses on risk
management for clients and Prescient Positive Return will remain
a core strategy. Lower equity returns during the period between
the beginning of 2011 to the middle of 2012 resulted in lower
performance for the Prescient Positive Return strategy with no
opportunities to lock in equity returns while still continuing to pay for
protection. Since the middle of 2012, equity performance has picked
up, resulting in improved returns for Positive Return. Prescient was
recently awarded the 2013 Imbasa Yegolide Return Manager of the Year.

In October 2012 Prescient announced that it had given notice on four
mandates that it managed for Nedgroup Investments (Proprietary)
Limited ("Nedgroup"). Prescient had a retail relationship with
Nedgroup where a number of Prescient's flagship mandates were
marketed under the Nedgroup brand. Prescient has reached a
point in its development and growth strategy where it is critical to
market and sell all products under its own brand. The termination
of these mandates resulted in an outflow of approximately R11.3bn
of assets under management ("AUM").

The resignation of these mandates will allow Prescient to offer
improved servicing to its client base through the consolidation of
its mandates through a single entry point.

South African AUM as at 31 March 2013 was R59.6bn.

Prescient launched its Prescient China Balanced Fund on
26 March 2013 with an initial quota of US$50m. Prescient is the
first African investment manager to be granted a Qualified Foreign
Institutional Investor (QFII) license which allows Prescient to
invest directly in mainland China A-shares listed on the Shanghai
and Shenzhen stock exchanges and in the bond, interbank and
futures market. The fund will invest in equity, bonds, cash and
derivatives with the objective of generating inflation-beating
returns at acceptable risk levels.

The Prescient Africa Equity Fund continues to deliver strong
performance, gaining 53.8% for the year ended 31 March 2013.
It was the top performing South African unit trust for the year to
31 December 2012.

Administration outsourcing has grown significantly during the year
with third party assets under administration of R15.8bn. The growth
has arisen from existing co-name partner clients and an increase
in the number of new outsourced relationships. The administration
business continues to invest in technology and is well placed to
offer a comprehensive, cost-effective solution to clients, assisting
them in complying with the increased regulatory requirements.

Prescient Securities (Proprietary) Limited ("Prescient Securities")
performed well in a very competitive market due to its client-
centric focus, coupled with tight cost controls. Prescient Securities'
stature as a niche participant in the South African stock broking
industry was once again affirmed with a strong performance in the
following industry surveys:
2013 Financial Mail Rating of the Analysts
(Equities & Derivatives) - Highlights

-        #1 – Financial and Industrial Small & Medium Market
            Cap Companies
-        #2 – Derivatives Research
-        #2 – Derivatives Trading
-        #2 – Risk Management
-        #2 – Electronic & Electrical Equipment
-        #3 – Hotels, Travel & Leisure
-        #4 – Resources Small & Medium Market Cap Companies
-        #4 – Quantitative Analysis

2012 Spire Awards (Fixed Income & Derivatives) - Highlights
-         #1 – Best Agency Broker: Interest Rate Derivatives – Volumetric
-         #1 – Best Agency Broker: Forex – Volumetric
-         #3 – Best Agency Broker: Cash Bonds


Prescient Ireland incurred a loss of R1.2m since acquisition. This
is primarily due to voluntary redundancy costs of R5.1m that were
undertaken during February 2013 and March 2013.

In addition to the operational costs incurred in Ireland there were
non-recurring expenses incurred in South Africa relating to pre-
acquisition and lease breakage costs of R9.7m associated with the
acquisition of Prescient Ireland. The business has been restructured
to a large degree but there will still be further restructuring costs
incurred in the next financial period. The main focus remains the
retention of the current client base and reducing the cost base.

Information Technology Services

The reverse listing of Prescient Holdings resulted in PBT's results
being consolidated for seven months only. PBT contributed strongly
to the Group's results, producing earnings before tax of R24.7m.
Revenue of R203.8m was achieved for the period, of which R91m
was derived from international operations. Strong growth in the
South African operations, however, has resulted in the percentage
of international revenue to total revenue declining to 46.2% for the
year from approximately 50% historically.

Acquisitions of subsidiaries and non-controlling interests

Prescient Ireland

The Group obtained control of Prescient Ireland, an investment
manager based in Dublin, Ireland, by acquiring the entire issued
share capital of the company for an initial R72.2m, with a further
contingent amount of R16.6m. The acquisition was a continuation
of the Group's expansion into the international market, will diversify
the Group's earnings and client base, and provide the local client
base with seamless access to global markets. Prescient's risk
management and asset allocation skills fit well in the Irish market,
where retirement funds' assets are still predominantly defined benefit
and largely underfunded. AUM at 31 March 2013 was EUR4.8bn.
Reverse acquisition of PBT

On 20 August 2012 PBT acquired the entire issued share capital
of Prescient Holdings. This acquisition was classified as a reverse
acquisition in terms of IFRS 3 Business Combinations and PBT
was treated as the accounting acquiree. PBT was acquired for an
amount of R470.5m and the net assets at acquisition are reflected
in the table below.

Prescient Capital

On listing date there was an acquisition of Prescient Capital, an
investment holding company with numerous interests in property
holding companies and a Dublin-based investment administrator.

Prescient Capital was acquired for a consideration of R71.7m.

Other acquisitions included

-    A 75% investment in Greenfields Institute of Business ("GIB"),
     50% of which was acquired through Prescient Capital and a direct
     acquisition of 25% for a consideration of R6.2m.
     GIB provides marketing research and consulting services to large
     corporates;
-    51% of Cyberpro Consulting ("Cyberpro") for a consideration
     of R6.5m. Cyberpro is a leading Microsoft
     Certified software services company, and
-    100% of BI Blue Consulting ("BI Blue") for a consideration of
     R8m. BI Blue offers business intelligence
     services, specialising in SAP technology, to assist clients in
     harnessing data to improve decision-making.

If all acquisitions had taken place at the beginning of the period under
review, revenue for the Group would have increased by R155.5m and
net profit before tax would have increased by R15.7m.

The purchase price, in excess of net identifiable assets, has been
determined as goodwill. The allocation between
intangible assets and goodwill will be determined during the
following financial period.



Prospects

Financial Services

The prospects for continued growth in existing products, the
international expansion of the Group in Europe, the QFII licence
as well as the expanded range of Prescient products in the retail
market has opened the doors for a number of exciting growth
opportunities in the future. The investment philosophy at Prescient
will continue to be applied consistently across all our mandates to
ensure that we deliver stability to our clients.

Furthermore, the administration capability at Prescient will allow for
strong growth in administration to a growing client base. With our
systems and people, we believe we are well placed for growth in
a market that requires strong administration functionality and the
ability to deliver on growing reporting and regulatory demands
imposed on our clients.

Prescient Securities remains focused on offering its clients a
value-add research and trade offering, enhanced by strong BEE
credentials. The Company is exploring various innovative initiatives
to increase its market share in South Africa and expand its trade
offering to include international markets.

Information Technology Services

PBT is currently experiencing strong demand and growth in its
South African operations and all indications are that this trend
will continue throughout the next financial period. Our Oracle,
IBM, SAP and Microsoft service offerings are highly regarded
and in great demand. Continuous investment in these identified
technology stacks is cementing PBT's leading position in data and
information management and healthcare software services.

Earnings per share
                                  Reviewed           Audited
                                  31 March          31 March
                                      2013              2012
Weighted average number      1 396 375 360     1 120 596 744
of shares in issue during
the year
Weighted average number      1 396 375 360     1 120 596 744
of shares potentially in
issue
                                      R'000            R'000
Earnings attributable to            102 958           71 324
shareholders
Non-controlling interests              (502)               –
Earnings attributable to            102 456           71 324
ordinary shareholders
Change in fair value of               2 361                –
investment property
Headline earnings                   104 817           71 324
attributable to ordinary
shareholders
Actual number of shares      1 576 346 232     1 120 596 744
in issue at the end of the
year

Changes to the Board of Directors

During the year the following changes were made to the board
of directors: on 10 July 2012 Heather Sonn, Keneilwe Moloko
and Zane Meyer were appointed as independent non-executive
directors and Pierre De Wet resigned as a director. On 13
December 2012 Herman Steyn was appointed to the Board and
assumed the role of Chief Executive Officer. Furthermore there
was a change in responsibility of directors with the appointment
of Michael Buckham as Financial Director and Murray Louw
resigning as Chief Executive Officer to assume the role as
Chairman on 13 December 2012, whilst Monty Kaplan remains
on the Board as the lead independent non-executive director.
Basis of preparation

The condensed consolidated audited annual financial
statements are prepared in accordance with the framework
concepts and 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 the requirements of the
Companies Act of South Africa. These condensed consolidated
audited annual financial statements have been prepared
in accordance with the historical cost basis except for certain
financial instruments and investment property which are stated
at fair value. The condensed consolidated audited annual
financial statements are presented in rand, rounded to the nearest
thousand. The accounting policies applied in the presentation
of the condensed consolidated audited financial statements are in
accordance with International Financial Reporting Standards
and are consistent with those presented in the previous annual
financial statements except for including accounting policies for
investment property and inventory which have become relevant for
Prescient during the year.

The condensed consolidated audited annual financial
statements have been prepared under the supervision of
the Financial director, Michael Buckham CA(SA). The condensed
consolidated audited annual financial statements have been reviewed by
the Group's external auditors, KPMG Inc.

Judgements and estimates

Preparing the financial report requires management to make
judgements, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from
these estimates.

In preparing this condensed consolidated audited annual
financial statements significant judgements made by management
in applying the Group's accounting policies and key sources of
estimation uncertainty were the same as those that applied to the
consolidated financial statements as at and for the year ended
31 March 2012. In addition significant judgements were made
in the current year, relating to business combinations.

Related party transactions

The Group, in the ordinary course of business, entered into
various intercompany transactions with related parties.

Subsequent events

With the exception of the items disclosed in this report there were
no material events subsequent to the reporting date.
Forward-looking statements

This announcement contains certain forward-looking statements
with respect to the financial condition and results of the
operations of Prescient Limited that, by their nature, involve risk
and uncertainty because they relate to events and depend on
circumstances that may or may not occur in the future. These may
relate to future prospects, opportunities and strategies. If one or
more of these risks materialise, or should underlying assumptions
prove incorrect, actual results may differ from those anticipated.
By consequence, none of the forward-looking statements have
been reviewed or reported on by the Group's auditors.

Audit Opinion

The consolidated and separate financial statements of Prescient Limited have
been audited by KPMG. The audit opinion of the Auditors is
available for inspection at the company's registered office.

The Integrated Annual Report incorporating the complete set of audited annual
Financial statements, the external auditor’s report, Prescient’s audit committee
and directors’ reports for the financial year ended 31 March 2013, is available on
Prescient’s website at www.prescient.co.za

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of ordinary
shareholders will be held at 12:00 on Tuesday, 22 October 2013 at Prescient House,
Westlake Business Park, Otto Close, Westlake, 7945, Cape Town, South Africa to transact the
business as stated in the annual general meeting notice, forming part of the
Integrated Report.

Cape Town
20 September 2013


Company information

Directors: AM Louw (Chairman), HC Steyn (CEO), M Buckham (Financial Director), M Kaplan (Lead independent Non-executive), H Sonn (Independent Non-executive),
K Moloko (Independent Non-executive), Z Meyer (Independent Non-executive), R van Rooyen (Non-executive)

Registered office: Prescient House, Westlake Business Park, Otto Close, Westlake, 7945, Cape Town, South Africa

Postal address: PO Box 31142, Tokai, 7966

Registration number: 1936/008278/06

Auditor: KPMG Inc.

Sponsor: Bridge Capital Advisors (Proprietary) Limited

Transfer secretaries: Link Market Services

JSE share code: PCT
ISIN: ZAE000163531

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