Wrap Text
Unaudited Interim Condensed Financial Statements-EDCON
Edcon Holdings Limited
Incorporated in the Republic of South Africa
Registration number 2006/036903/06
Company code: BIEDC1
EDCON HOLDINGS LIMITED (“EDCON”)
UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
AND QUARTERLY REPORT
FOR THE SIX-MONTH PERIOD ENDED 28 SEPTEMBER 2013
SUMMARY OF FINANCIAL AND OTHER DATA
The following Summary of Financial and Other Data should be read in
conjunction with the Condensed Consolidated Financial Statements and
related notes thereto in the second half of this notice. Following the
unwind of OntheCards Investments II Proprietary Limited (“OtC”) on 31
October 2012 and the sale of the trade receivables under our private label
store card programme to Absa Bank Limited (“Absa”), a subsidiary of
Barclays Africa Limited, on 1 November 2012, we believe that the
presentation of our financial information excluding the impact of
consolidating OtC is no longer relevant to analyse our performance. The
relevant sections relating to the impact of consolidating OtC in the prior
year numbers are available on our website.
The unaudited historical financial data in the Summary of Financial and
Other Data and the Condensed Consolidated Financial Statements of Edcon
Holdings Limited and its subsidiaries (the “Group”) attached hereto,
relates to the six-month period ended 29 September 2012 and the six-month
period ended 28 September 2013. Unless the context requires otherwise,
references in this notice to “second quarter 2013” and “second quarter
2014” shall mean the 13-week period ended 29 September 2012 and the 13-
week period ended 28 September 2013, respectively and (ii) “fiscal 2013”
and “fiscal 2014” shall mean the 52-week period ended 30 March 2013 and
the 52-week period ending 29 March 2014, respectively.
Throughout these reports Edgars refers to the Edgars division, which
comprises Edgars, Red Square, Boardmans, Edgars Active, Edgars Shoe
Gallery and our Mono-branded stores while Discount refers to the Discount
division, which comprises Jet, Jet Mart and Legit as well as Discom prior
to the conversion of the Discom stores into Edgars Active and Legit
stores.
The statements in this section regarding industry outlook, our expectation
regarding our future performance, liquidity and capital resources and
other non-historical statements in this discussion are forward looking
statements. These forward looking statements are subject to numerous risks
and uncertainties. Our actual results may differ materially from these
contained in or implied by any forward looking statements.
2
Management discussion and analysis of financial consolidated condition
Highlights
Pertaining to the second quarter 2014 compared to second quarter 2013:
-Improved operational performance
-Retail sales up 5.9% to R6.0 billion
-Cash sales growth of 17.4%
-Retail sales from operations outside South Africa up 25.5%
-Improved profitability
-Gross profit up 6.2% to R2.2 billion
-Pro forma adjusted EBITDA up 9.3% to R481 million
-Delivery against strategic plan
-Increase in average space of 5.1%
-Edgars refurbishment almost complete
-Discount divisional performance remains sound
Introduction
Edcon has continued to improve its performance while it executes its
strategic change agenda in the Edgars division to position the Group for
future growth. During the second quarter 2014 retail sales increased 5.9%
to R6,017 million, which together with cost savings initiatives resulted
in pro forma adjusted EBITDA increasing by 9.3% to R481 million. Cash
sales grew strongly increasing 17.4%, a positive sign for both our in-
store and Thank U loyalty offerings, with over 10 million card holders.
Edgars’ implementation of the 72-store refurbishment programme is almost
complete, although the heavy build element of this programme still
negatively affected results in the second quarter 2014. The physical
changes are being augmented with the implementation of optimisation and
people initiatives, which are also now well advanced, and the rollout of
the brands in both the refurbished and mono branded stores has started to
gain momentum. The Discount division delivered a good sales and
profitability performance, positively impacting the Group, as the
sustained execution of the strategy implemented again yielded results.
Within a broader South African environment, unsecured lending growth has
remained slower than in previous periods and consumer confidence remains
muted. However, information from Statistics South Africa continues to
support a more positive view on apparel sales growth as total retail sales
growth within the clothing and footwear market is estimated to have grown
8.7% in July 2013, compared to 2.9% for total retail trade sales and 7.9%
in August, compared to 3.0% for total retail trade sales. All numbers
refer to constant 2012 prices.
3
Trading review
Key operational data
(unaudited) (unaudited)
Retail sales growth (%) Gross profit margin (%)
Q2:FY
Q2:FY1 13 Q2:FY1 pts
Q2:FY13 Q2:FY14 3 Q2:FY14 Actua 4 change
Actual Actual LFL(1) LFL(1) l Actual (2)
Edgars 4.9 3.4 (2.4) (1.6) 38.9 38.6 (0.3)
Discount (0.1) 10.3 4.9 5.4 31.3 32.3 1.0
CNA (1.2) 3.6 2.7 1.6 30.7 30.9 0.2
Edgars
Zimbabwe 35.7 (1.3) 36.0 (2.7) 50.0 48.7 (1.3)
Total 3.1 5.9 1.4 1.2 35.7 35.8 0.1
Q2:FY13AA Q2:FY14 %
ctual Actual change
Total number
1 209 1 368 13.2
of stores
Average retail
space (‘000 1 403 1 474 5.1
sqm)
Customer
credit
3 810 3 709 (2.7)
accounts
(3)
(‘000s)
(1) Like-for-like sales (same store sales)
(2) Q2:FY14 % change on Q2:FY13
(3) Excludes Edgars Zimbabwe customer credit accounts 2Q:FY14 of 134 000
and 2Q:FY13 of 128 000
Edgars
The Edgars division grew retail sales 3.4% for the second quarter 2014
when compared to the second quarter 2013. The increase is primarily due to
the continued opening of Edgars Active stores and promotional campaigns.
Space increased 5.6% when compared to the second quarter 2013. During the
quarter, seven new Edgars Active stores opened as well as one new Edgars
store and one more Edgars Shoe Gallery store opened. Forty-six mono-
branded stores were either opened or included as part of the Inglot, La
Senza and Accessorize acquisition in which Edcon acquired a controlling
stake in the companies retailing these brands under licence in South
Africa. The acquisition became effective 1 September 2013. During the same
period there were four closures (one Edgars, one Boardmans and two Red
Square stores), bringing the total number of stores in the Edgars division
to 466.
Same-store sales were encouragingly only lower by 1.6% compared to the
second quarter 2013 as the temporary disruptions from the transformation
initiatives impacted results less than anticipated in the quarter. The
transformation programme is a key part of repositioning the chain for the
4
future and consists of three key elements; the refurbishment of 72 of the
186 stores, representing approximately 72% of the store chain’s retail
sales, as well as an optimisation and people support programme. The
refurbishment element of the transformation project in Edgars has
progressed to schedule. As at the end of the second quarter 2014, 61 of
the 72 stores were completed and we remain on track to complete all but
one of the stores before the start of the Christmas trading period.
Trading in the first 16 stores - as previously disclosed - continues to
trade up between 250 – 500bps 13-weeks post refurbishment when compared to
the 19-weeks prior to refurbishment taking place. Results to date are
before the benefit of the “New Look” marketing campaign, launched in early
October 2013 to create heightened awareness of the changes in Edgars, as
the majority of the stores have been completed and multiple new brands are
in the process of being introduced. At 28 September 2013, the cumulative
cost for the project was R443 million.
Gross margin was 38.6% for the second quarter 2014 down marginally from
38.9% for the second quarter 2013 in a cyclically lower margin period
which reflects winter clearance activity.
5
Discount
The Discount division’s sales increased 10.3% and same store sales were
5.4% higher for the second quarter 2014 compared to the second quarter
2013. The increase is primarily due a strong performance in ladies and
menswear. The sound performance is built on the turnaround measures
implemented in the division some 12-24 months ago, including many
initiatives which are similar to the ones now being applied in the Edgar’s
Division.
Space increased 5.1% when compared to the second quarter 2013. During the
quarter eleven new Jet stores, four new Jet Marts and three new Legit
stores were opened while ten stores were closed or converted (eight Jet,
one Legit and one Jet Mart) bringing the total number of stores in the
Discount division to 666.
The gross profit margin increased from 31.3% in the second quarter of 2013
to 32.3% in the second quarter of 2014, as a result of the strategic
changes made continuing to deliver benefits.
CNA
CNA sales increased 3.6% and same store sales were 1.6% higher for the
second quarter 2014 compared to the second quarter 2013 primarily due to
the continued growth of digital merchandise. In line with the strategy of
right-sizing and converting existing stores to the right-purpose, the
total number of CNA stores reduced by one store to end the period at 194
with the average space decreasing by 0.4%. Gross margin increased
marginally from 30.7% for the second quarter 2013 to 30.9% in the second
quarter 2014 despite the unfavourable impact of changes in mix.
African expansion
The expansion outside of South Africa, mainly through the Jet, Jet Mart
and Edgars Active formats, performed well during the quarter. The total
number of stores outside of South Africa increased by 39 from 115 at the
end of the second quarter 2013 to 154 at the end of the second quarter
2014, as expansion remained at a steady pace. The sales from these
countries grew 25.5% in the second quarter 2014 compared to the second
quarter 2013 due to the increased number of stores as well as improved
merchandise selection and availability. These sales contributed 11.4%
(9.1% excluding Zimbabwe) of retail sales for the second quarter 2014, up
from 9.6% (7.1% excluding Zimbabwe) in the prior comparative period. This
remains an exciting opportunity going forward.
Credit and financial services
6
Due to the weak credit environment, Edcon, excluding Edgars Zimbabwe,
ended the second quarter 2014 with 100,000 fewer customers able to access
credit than the second quarter 2013. On a twelve month rolling basis,
credit sales decreased from 51.4% in the prior comparative period to 49.0%
of total retail sales. As part of ongoing credit initiatives, Edcon,
together with Absa, began launching new and enhanced credit products in
October 2013.
Currently R683 million of the trade receivables book is classified as
held-for-sale as it is still in the process of being sold to Absa. These
trade receivables accounts relate only to non-South African jurisdictions
and we have a high level of confidence that they will be sold subject only
to outstanding regulatory approval in the various jurisdictions, or
collected. More than 80% of the R222 million held in trade accounts
receivable, separate from those classified as held-for-sale, relates to
the Zimbabwean book, which was never part of the sale to Absa and is
separately managed and funded.
Income from the insurance joint operation continued to perform well
increasing 11.5% over the prior comparative quarter to R184 million for
the second quarter 2014. Most of the increase was due to the improved
contractual arrangements as the pace of insurance growth was again
impacted by the lower number of credit customers. A store credit facility
is a prerequisite for a policy.
7
Financial review
Summary financial information
Second quarter (unaudited)
2013(re-
presented & %
Rm restated)(3) 2014 change
Total revenues(1) 6 038 6 476 7.3
Retail sales 5 683 6 017 5.9
Gross profit 2 029 2 154 6.2
Gross profit margin (%) 35.7 35.8 0.1pnt
Pro forma adjusted EBITDA(2) 440 481 9.3
Capital expenditure 174 510 193.1
Net debt including cash and derivatives 26 462 20 925 (20.9)
LTM pro forma adjusted EBITDA (reported) 2 941 2 859 (2.8)
Permanent adjustments(4) 152
LTM pro forma adjusted EBITDA (inc. cost
savings) 2 941 3 011 2.4
Net debt/LTM pro forma adjusted EBITDA (inc.
cost savings) (5) 5.6 6.7 1.1x
(1) Excludes discontinued operations.
(2) See notes on pro forma adjusted EBITDA below.
(3) Re-presented to take into account the discontinued operation
actually sold to Absa and restated for the retrospective consolidation
of Edgars Zimbabwe.
(4) Full year impact of remaining permanent cost savings not included in
Q2: FY14 LTM pro forma adjusted EBITDA: Corporate and operational
overhead reductions of R58m and renegotiation of contracts of R94m.
(5) Pro forma net debt is R16,502 at Q2:FY13 and R20,207m at Q2:FY14.
Revenues
Total revenues increased 7.3% due to an improved trading performance and
good growth in income from the insurance joint operation with Hollard.
Same store sales increased 1.2% in the second quarter 2014 mainly as a
result of strong cash sales of 17.4% and despite the disruption caused by
the refurbishment initiatives in the Edgars’ division and credit sales for
the Group reducing by 4.3%.
Retail gross profit
Gross profit was 6.2% higher due to a 10 basis point increase in the gross
profit margin. Margins improved in both the Discount and CNA divisions but
were marginally lower in the Edgars division.
Pro forma adjusted EBITDA
Pro forma adjusted EBITDA excludes clearly identified non-recurring costs,
further adjusted to give effect to the transaction with Absa as if 100% of
such transaction had occurred from the beginning of each of the periods.
8
9
The following table reconciles trading profit to adjusted EBITDA and Pro
forma adjusted EBITDA:
Second quarter
(unaudited)
%
Rm 2013 2014 change
Trading profit 169 161
Depreciation and amortisation 261 286
Net asset write off(1) 2 2
(2)
Profit from discontinued operations 211 1
(3)
Non-recurring costs 85 46
Adjusted EBITDA 728 496
(4)
Net income from previous card programme (364) (28)
Net income from new card programme(5) 76 13
Pro forma adjusted EBITDA(5) 440 481 9.3
(1) Relates to assets written off in connection with store conversions,
net of related proceeds.
(2) The results of discontinued operations are included before tax.
(3) Relates to one off strategic initiatives in Q2:FY13 of R83m,
expenses on termination of the Mastercard agreement in Q2:FY13 of R2m,
costs associated with the sale of the trade receivables book in Q2:FY14
of R36m and costs associated with corporate and operational overhead
reductions in Q2:FY14 of R10m.
(4) Net income derived from 100% of the trade receivables including
finance charges revenue, bad debts and provisions.
(5) Pro forma fee earned by Edcon under the new arrangement with Absa,
based on 100% of the trade receivables book.
Costs
Second quarter
(unaudited)
%
Rm 2013 2014 change
Store costs 1 205 1 320 9.5
(1)
Other operating costs 899 943 4.9
(2)
Store card credit administration costs 127
Non-recurring costs(3) 85 46
(1) Other operating costs as per consolidated financial statements, before
costs in notes (2) and (3) below.
(2) Relates to costs associated with the administration of the store
credit card funded by Absa or Edcon and not in discontinued
operations.
(3) Relates to one off strategic initiatives in Q2:FY13 of R83m, expenses
on termination of the Mastercard agreement in Q2:FY13 of R2m, costs
associated with the sale of the trade receivables book in Q2:FY14 of
R36m and costs associated with corporate and operational overhead
reductions in Q2:FY14 of R10m.
Total store costs increased by R115 million, or 9.5%, from R1,205 million
in the second quarter 2013 to R1,320 million in the second quarter 2014,
mainly due to higher rental and manpower costs that increased by 6.7% and
7.6% respectively and constituted 61.5% of total costs. Store costs were
better contained in the Discount division to support the operational
performance, while store costs in the Edgars division increased as
10
optimisation efforts are only anticipated to have an impact in the second
half of fiscal year 2014, once the heavy-build refurbishment is behind us,
and new mono-branded stores are rolled out.
Other operating costs, excluding non-recurring and non-comparable costs
associated with administrating the trade accounts receivable book,
increased by R44 million, or 4.9%, from R899 million in the second quarter
2013 to R943 million in the second quarter 2014. Income from Absa for
administering the book of R77 million is included in other income.
Depreciation and amortisation
The depreciation and amortisation charge for the second quarter 2014
increased by 9.6% to R286 million mainly due to new stores.
11
Net financing costs
Second quarter
(unaudited)
%
Rm 2013 2014 change
Interest received 14 3
Financing costs (906) (657)
Net financing costs (892) (654) (26.7)
Net financing costs decreased by R238 million, or 26.7%, from R892 million
in the second quarter 2013 to R654 million in the second quarter 2014.
This decrease is primarily as a result of an improved net debt position
following the sale of the trade accounts receivable assets to Absa on 1
November 2012, 30 April 2013 and June 2013.
Foreign exchange management
Edcon applies a strategy of hedging all committed foreign denominated
orders, the impact of which appears above the trading profit line. These
forward contracts and some inflation in selling prices have absorbed the
impact of a weaker rand when compared to the same period in the prior
year.
Second quarter
(unaudited)
Rm 2013 2014 % change
Derivative (losses)/gains (2) 141
Foreign exchange losses (259) (588)
Net movement (261) (447) 71.3
Edcon manages its foreign exchange risk on liabilities on an ongoing
basis. At the end of the second quarter 2014, 82% of the total gross debt
is hedged by virtue of it being denominated in ZAR or through a mix of
cross currency swaps and options and 18%, or €302 million of the floating
rate senior notes maturing in 2015, is unhedged. The unhedged notes
resulted in a foreign exchange loss in the second quarter 2014 of
approximately R223 million based on a 5.8% depreciation of the ZAR against
the EUR (from EUR:R12.86 to EUR:R13.60). The net movement increased to
R447 million, substantially due to R183 million of net loss attributable
to the portion of the hedging on the 2018 notes principal which did not
have a direct correlation to movement in exchange rates due to changes in
volatility and the effluxion of time, which impacted the effectiveness of
the hedges.
Cash flow
12
Operating cash inflow before changes in working capital decreased by R255
million from R681 million in the second quarter 2013 to R426 million in
the second quarter 2014 mainly due to the prior year benefitting from the
cash generated on the discontinued operations which are now sold.
Working capital decreased by R65 million in the second quarter 2014,
compared to an increase of R134 million in the second quarter 2013
attributable to:
(i) A net increase in trade receivables of R4 million in the second
quarter 2014 compared to a decrease of R189 million in the second
quarter 2013 together with a R114 million cash receipt for the sale
of the tranche of the trade receivables on 30 June 2013;
(ii) An increase in other receivables and prepayments of R51 million in
the second quarter 2014 compared to an decrease of R32 million in
the second quarter 2013;
(iii) an increase in inventory of R218 million in the second quarter 2014
compared to an increase of R153 million in the second quarter 2013
mainly due to a more conservative approach to receipting December
stocks earlier; and
(iv) an increase in trade and other payables of R94 million in the second
quarter 2014 compared to an increase of R66 million in the second
quarter 2013 due to higher inventory levels.
Consequently, operating activities generated cash of R361 million, R454
million lower than the R815 million in the prior comparative period.
Capital expenditure
Second quarter
(unaudited)
%
chang
Rm 2013 2014 e
Edgars 60 356
Expansion 16 56
Refurbishment 44 300
Discount 44 64
Expansion 6 24
Refurbishment 38 40
CNA 15 5
Edgars Zimbabwe 3 21
IT 52 64
Other corporate capex - -
174 510 193.1
Capital expenditure increased by R336 million to R510 million in the
second quarter 2014, from R174 million in the second quarter 2013,
although R187 million remains in sundry accounts payable. In the second
quarter 2014, 32 new stores were opened (excluding 4 conversion) which,
13
combined with store refurbishments, resulted in investments in stores of
R425 million, compared to the second quarter 2013 where we opened 34 new
stores (including 10 conversions) resulting in an investment in stores of
R119 million. Edcon invested R64 million in information systems
infrastructure in the second quarter 2014 compared to R52 million in the
second quarter 2013.
The company expects to spend R1,175 million on capital expenditure in
fiscal year 2014.
Net debt, liquidity and capital resources
The primary source of short-term liquidity is cash on hand and the
revolving credit facility. The amount of cash on hand and the outstanding
balance on the revolving credit facility are influenced by a number of
factors, including retail sales, working capital levels, supplier payment
terms, timing of payment for capital expenditure projects, and tax payment
requirements. Working capital requirements fluctuate during each month,
depending on when suppliers are paid and when sales are generated, and
throughout the year depending on the seasonal build-up of net working
capital. Edcon funds peaks in the working capital cycle with cash flows
from operations and drawings under our revolving credit facility.
Second quarter (unaudited)
Rm Drawn(4)
Super senior secured
ZAR Revolving credit facility(1),(2) 1 406
ZAR Floating rate notes due 4 April 2016 J+625bps 1 010
Senior secured
ZAR term loan due 16 May 2017 J+700bps 3 994
EUR fixed rate note due 1 March 2018 9.5% 8 085
USD fixed rate note due 1 March 2018 9.5% 2 463
Deferred option premium 587
Lease liabilities 294
Senior
EUR floating rate notes due 30 June 2015 E+550bps 5 104
Other loans(3) 168
Gross debt 23 111
Derivatives (1 800)
Cash on hand (386)
Net debt 20 925
(1) The total limit under the super senior revolving credit facility was
R3,967 million, R250 million of which matures on 31 March 2014 with the
balance of R3,717 million maturing on 31 December 2016. The maximum
utilisation of the revolving credit facility during the second quarter
2014 was R1,464 million.
(2) Mix of rates highest being J+400 bps.
(3) R165 million of this debt relates to Edgars Zimbabwe.
(4) FX rates at period end were R10.02:$ and R13.60:€.
14
Edcon believes that operating cash flows, amounts available under the
super senior revolving credit facility and proceeds from the sale of our
accounts and trade receivables to Absa will be sufficient to fund debt
service obligations and operations, including capital expenditure and
contractual commitments, through to 29 March 2014.
Events after the reporting period
During October 2013, a series of derivative contracts were entered into to
extend, by a further twelve months, the maturity of hedge cover on the
coupon payments relating to the senior secured fixed rate notes. Cross
currency swaps were entered into, which protects against variability in
future interest cash flows that are subject to fluctuations based on
foreign exchange rates. The notional values for the hedges are €317
million and $250 million, and provide cover on the coupons of these notes
up to 15 March 2015. The hedges create an effective annual average fixed
interest rate of 10.2% over the period of cover. The cross currency swaps
have been designated as cash flow hedges.
On 14 November 2013, Edcon Holdings Limited (“Edcon Holdings”) closed the
offering of €425 million of euro-denominated fixed rate senior notes due
2019 (the “2019 Notes”).
Edcon Holdings also announced that €262.5 million, or 69.4%, of the senior
floating rate notes due 15 June 2015 (the “2015 Notes”) had been validly
tendered for and that it would accept these for purchase as set forth in
the tender offer memorandum dated 6 November 2013. The purchase price for
the 2015 Notes was 100.25%.
Edcon Holdings further announced that it would redeem all outstanding 2015
Notes that were not validly tendered and accepted for purchase pursuant to
the Tender Offer (the “2015 Notes Redemption”). The redemption date for
the 2015 Notes Redemption is 14 December 2013.
Edcon’s repurchase of 2015 Notes tendered pursuant to the Tender Offer and
the 2015 Notes Redemption were funded with the net proceeds from the
offering of the 2019 Notes.
The Notes were offered only to qualified institutional buyers in
accordance with Rule 144A under the Securities Act and outside the United
States in accordance with Regulation S under the Securities Act.
15
Consolidated Financial Statements
Edcon Holdings Limited (“Edcon”)
16
Consolidated Statement of Financial Position (unaudited)
2013 Restated
28 Restated 2012
2013 29
September 30 March September
Rm Rm Rm
ASSETS
Non-current assets
Properties, fixtures, equipment and vehicles 3 054 2 606 2 504
Intangible assets 16 585 16 697 17 317
Employee benefit asset 66 172 154
Derivative financial instruments 1 015 292 1 306
Deferred tax 45 33 51
Total non-current assets 20 765 19 800 21 332
Current assets
Inventories 4 108 3 738 3 333
Trade receivables 222 373 132
Other receivables and prepayments 596 468 369
Derivative financial instruments 922 815 5
Cash and cash equivalents 386 710 1 571
6 234 6 104 5 410
Assets classified as held-for-sale 683 1 160 9 914
Total current assets 6 917 7 264 15 324
Total assets 27 682 27 064 36 656
EQUITY AND LIABILITIES
Share capital and premium 2 153 2 153 2 153
Other reserves 94 (61) (720)
Retained loss (13 308) (11 870) (9 740)
Shareholder’s loan – equity 8 290 8 290 8 290
Equity attributable to shareholders (2 771) (1 488) (17)
Non-controlling interests 92 72 54
Total equity (2 679) (1 416) 37
Non-current liabilities – shareholder’s loan
Shareholder’s loan 843 801 750
Total equity and shareholder’s loan (1 836) (615) 787
Non-current liabilities – third parties
Interest-bearing debt 20 787 19 259 22 438
Deferred option premium 280 269
Finance lease liability 267 273 294
Lease equalisation 457 432 416
Derivative financial instruments - - 39
Employee benefit liability 189 184 186
Deferred taxation 156 617 1 002
Deferred revenue 68 86
22 204 21 120 24 375
Total non-current liabilities 23 047 21 921 25 125
Current liabilities
Interest-bearing debt 1 443 1 516 5 407
Deferred option premium 307 36
Finance lease liability 27 40 38
Current taxation 76 10 11
Deferred revenue 98 106 201
Derivative financial instruments 137 79 1 128
Trade and other payables 5 226 4 772 4 709
Total current liabilities 7 314 6 559 11 494
Total equity and liabilities 27 682 27 064 36 656
17
Total managed capital per IAS 1 20 688 20 473 28 964
18
Consolidated Quarterly Statement of Comprehensive Income (unaudited)
Re-
presented &
restated
2013 2012
13 weeks to 13 weeks to
28 29
September September
Note Rm Rm
Continuing operations
Total revenues 3 6 476 6 038
Revenue - retail sales 6 017 5 683
Cost of sales (3 863) (3 654)
Gross profit 2 154 2 029
Other income 259 164
Store costs (1 320) (1 205)
Other operating costs (1 116) (984)
Income from joint operations 184 165
Trading profit 161 169
Derivative gains/(losses) 141 (2)
Foreign exchange losses (588) (259)
Loss before net financing costs (286) (92)
Finance income 3 14
Loss before financing costs (283) (78)
Financing costs (657) (906)
Loss before taxation from continuing operations (940) (984)
Taxation 221 (1 825)
LOSS FOR THE PERIOD FROM CONTINUING OPERATIONS (719) (2 809)
Discontinued operations
Profit after tax for the period from 4
discontinued operations 1 152
LOSS FOR THE PERIOD (718) (2 657)
Other comprehensive income after tax:
Exchange differences on translating foreign
operations 7 (4)
Gain on cash flow hedges 14 17
Other comprehensive income for the period after
tax 21 13
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (697) (2 644)
(Loss)/profit attributable to:
Owners of the parent (724) (2 662)
Non-controlling interests 6 5
(718) (2 657)
Total comprehensive income attributable to:
19
Owners of the parent (706) (2 649)
Non-controlling interests 9 5
(697) (2 644)
Consolidated Half-Year Statement of Comprehensive Income (unaudited)
Re-
presented
& restated
2012
2013 26 weeks
26 weeks to to
28 29
September September
Note Rm Rm
Continuing operations
Total revenues 3 13 091 12 358
Revenue - retail sales 12 222 11 696
Cost of sales (7 656) (7 389)
Gross profit 4 566 4 307
Other income 502 322
Store costs (2 615) (2 412)
Other operating costs (2 254) (1 805)
Income from joint operations 358 315
Trading profit 557 727
Derivative gains/(losses) 464 (1)
Foreign exchange losses (1 587) (448)
(Loss)/profit before net financing costs (566) 278
Finance income 9 25
(Loss)/profit before financing costs (557) 303
Financing costs (1 276) (1 689)
Loss before taxation from continuing operations (1 833) (1 386)
Taxation 413 (1 704)
LOSS FOR THE PERIOD FROM CONTINUING OPERATIONS (1 420) (3 090)
Discontinued operations
(Loss)/profit after tax for the period from
discontinued operations 4 (10) 220
LOSS FOR THE PERIOD (1 430) (2 870)
Other comprehensive income after tax:
Exchange differences on translating foreign
operations 31 (1)
Gain/(loss) on cash flow hedges 127 (24)
Other comprehensive income for the period after
tax 158 (25)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (1 272) (2 895)
(Loss)/profit attributable to:
Owners of the parent (1 438) (2 876)
20
Non-controlling interests 8 6
(1 430) (2 870)
Total comprehensive income attributable to:
Owners of the parent (1 283) (2 901)
Non-controlling interests 11 6
(1 272) (2 895)
Acquisition of
subsidiaries 9 9
Balance at 28
September 2013 2 153 (2) 90 6 (13308) 8 290 92 (2 679)
Consolidated Statement of Changes in Equity (unaudited)
Foreign
Share capital currency Cash flow Shareho- Non-
and transla-tion hedging Revalu-ation Retained lder’s controll-ing
premium reserve reserve surplus loss loan interests Total equity
Rm Rm Rm Rm Rm Rm Rm Rm
26 weeks to 29
September 2012
Balance at 31
March 2012 2 153 (40) (661) 6 (6 858) 8 290 48 2 932
(Loss)/profit for
the period (2 876) 6 (2 870)
Other comprehensive
income for the period (1) (24) (25)
Total comprehensive
income (1) (24) (2 876) 6 (2 895)
Restated balance at 29
Sept 2012 2 153 (41) (685) 6 (9 740) 8 290 54 37
26 weeks to 28
September 2013
Balance at 30 March
2013 2 153 (30) (37) 6 (11 870) 8 290 72 (1 416)
(Loss)/profit for
the period (1 438) 8 (1 430)
Other comprehensive
income for the period 28 127 3 158
Total comprehensive
income 28 127 (1 438) 11 (1 272)
Acquisition of
subsidiaries 9 9
Balance at 28 Sept
2013 2 153 (2) 90 6 (13 308) 8 290 92 (2 679)
21
Consolidated Quarterly Statement of Cash Flows (unaudited)
Re-presented
& restated
2013 2012
13 weeks to 13 weeks to
28 September 29 September
Rm Rm
Cash retained from operating activities
Loss before taxation from continuing operations (940) (984)
Profit before taxation from discontinued
operations 1 211
Finance income (3) (14)
Finance costs 657 906
Derivative (gains)/losses (141) 2
Deferred revenue (28) 49
Foreign exchange losses 588 259
Amortisation of intangible assets 89 77
Depreciation 197 184
Net loss on disposal of properties, fixtures,
equipment and vehicles 2 2
Other non-cash items 4 (11)
Operating cash inflow before changes in working
capital 426 681
Working capital movement (65) 134
Inventories (218) (153)
Trade accounts receivable (4) 189
Proceeds from sale of trade accounts receivable 114
Other receivables and prepayments (51) 32
Trade and other payables 94 66
Cash inflow from operating activities 361 815
Finance income received 3 14
Financing costs paid (830) (942)
Taxation paid (9) (41)
Net cash outflow from operating activities (475) (154)
Cash utilised in investing activities
Investment in fixtures, equipment and vehicles (429) (174)
Proceeds on disposal of fixtures, equipment and
vehicles 2
Acquisition of subsidiaries (25)
Other investing activities (36)
Net cash outflow from investing activities (488) (174)
Cash effects of financing activities
Settlement of derivatives (3)
Increase in interest-bearing debt 881 774
Decrease in finance lease liability (9) (1)
Net cash inflow from financing activities 869 773
(Decrease)/increase in cash and cash
equivalents (94) 445
Cash and cash equivalents at the beginning of
the period 480 1 127
22
Currency adjustments - (1)
Cash and cash equivalents at the end of the
period 386 1 571
Consolidated Half-Year Statement of Cash Flows (unaudited)
Re-
presented &
restated
2012
2013 26 weeks to
26 weeks to 29
28 September September
Rm Rm
Cash retained from operating activities
Loss before taxation from continuing operations (1 833) (1 386)
(Loss)/profit before taxation from discontinued
operations (14) 306
Finance income (9) (25)
Finance costs 1 276 1 689
Derivative (gains)/losses (464) 1
Deferred revenue (26) 121
Foreign exchange losses 1 587 448
Amortisation of intangible assets 167 164
Depreciation 387 369
Net loss on disposal of properties, fixtures,
equipment and vehicles 2 16
Other non-cash items 51 42
Operating cash inflow before changes in working
capital 1 124 1 745
Working capital movement 432 489
Inventories (312) (92)
Trade accounts receivable 53 113
Proceeds from sale of trade accounts receivable 575 -
Other receivables and prepayments (53) 83
Trade and other payables 169 385
Cash inflow from operating activities 1 556 2 234
Finance income received 9 25
Financing costs paid (1 039) (1 585)
Taxation paid (10) (45)
Net cash inflow from operating activities 516 629
Cash utilised in investing activities
Investment in fixtures, equipment and vehicles (675) (372)
Proceeds on disposal of fixtures, equipment and
vehicles 2
Acquisition of subsidiaries (25)
Other investing activities (38)
Net cash outflow from investing activities (736) (372)
Cash effects of financing activities
Settlement of derivatives 651
(Decrease)/increase in interest-bearing debt (741) 240
Decrease in finance lease liability (19) (13)
23
Net cash (outflow)/inflow from financing
activities (109) 227
(Decrease)/increase in cash and cash
equivalents (329) 484
Cash and cash equivalents at the beginning of
the period 710 1 086
Currency adjustments 5 1
Cash and cash equivalents at the end of the
period 386 1 571
Condensed notes to the Consolidated Financial Statements (unaudited)
1. Basis of preparation
Basis of accounting
Edcon Holdings Limited’s Consolidated Financial Statements (“Financial
Statements”) are prepared in accordance with International Financial
Reporting Standards (“IFRS”) and stated in Rands (“R”).
These Financial Statements are presented in accordance with IAS 34
Interim Financial Reporting. Accordingly, note disclosures normally
included in the annual financial statements have been condensed or
omitted.
These Financial Statements have not been audited or reviewed by an
auditor. In the opinion of management, all adjustments necessary for a
fair presentation of the financial position, results of operations and
cash flows for the interim periods have been made.
In preparing these Financial Statements, the same accounting principles
and methods of computation are applied as in the Audited Group
Consolidated Financial Statements of Edcon Holdings Limited on 30 March
2013 and for the period then ended except those relating to new and
amended standards and interpretations.
These Financial Statements should be read in conjunction with the
audited Consolidated Financial Statements as at and for the period ended
30 March 2013 as included in the 2013 Audited Consolidated Annual
Financial Statements of Edcon Holdings Limited.
Comparability
New and amended standards and interpretations
The accounting policies adopted are consistent with those of the
previous financial period, except for the following new and amended IFRS
standards and IFRIC interpretations effective as of 31 March 2013.
- IFRS 10, Consolidated financial statements
- IFRS 10, Consolidated financial statements – amendment effective 1
January 2014
- IFRS 11, Joint arrangements
- IFRS 12, Disclosure of interests in other entities
- IFRS 10, 11 and 12, Transition guidance (Amendments to IFRS 10, 11
and 12)
- IFRS 13, Fair value measurement
- IAS 1, Presentation of items of other comprehensive income
(amendment to IAS 1)
- IAS 27, Separate financial statements
- IAS 28, Investments in associates and joint ventures
- IFRS 7, Disclosures – offsetting financial assets and financial
liabilities (amendments to IFRS 7).
24
- Improvements to IFRS’s (May 2012)
The implementation of the May 2012 improvements and IFRS 13, Fair Value
Measurement has resulted in additional disclosures in these Financial
Statements. These are included under note 5 relating to the valuation
techniques for financial instruments and disclosures of market values
relating to non-current interest-bearing debt.
The implementation of IFRS 10, Consolidated Financial Statements and the
related amendments listed above has resulted in a restatement of these
Financial Statements as discussed below.
Restatements
IFRS 10, Consolidated Financial Statements
IFRS 10, Consolidated Financial Statements, was issued in May 2011 and
became effective for financial periods beginning on or after 1 January
2013. In the implementation of IFRS 10, Edgars Zimbabwe was re-assessed
in the consolidated financial statements, and the results of Edgars
Zimbabwe have been consolidated. In the previous years, Edgars Zimbabwe
was not material to the Group.
Condensed notes to the Consolidated Financial Statements (unaudited)
continued
1. Basis of preparation (continued)
Comparability (continued)
Restatements (continued)
IFRS 10, Consolidated Financial Statements (continued)
As a result of this, on the Consolidated Statement of Financial Position,
trade receivables at 28 September 2013 comprise mainly of trade
receivables from Edgars Zimbabwe Limited of R185 million (30 March 2013:
R192 million and 29 September 2012: R132 million) which are not
classified as held-for-sale. Non-controlling interests of R92 million at
28 September 2013 (30 March 2013: R72 million and 29 September 2012: R54
million) have been included in total equity. Refer to the segment results
(note 2) for additional details on Edgars Zimbabwe.
IFRS 11, Joint Arrangements
This standard was issued in May 2011 and became effective for financial
periods beginning on or after 1 January 2013. In accordance with this
standard a joint arrangement is accounted for as either a:
- Joint operation – by showing the investor’s interest/relative
interest in the assets, liabilities, revenues and expenses of the
joint arrangement; or
- Joint venture – by applying the equity accounting method.
Proportionate consolidation is no longer permitted.
As a result of applying the principles of the standard, the Group no
longer recognises income from joint ventures as previously reported but
rather income from joint operations on the Consolidated Statement of
Comprehensive Income. The Consolidated Statement of Financial Position no
longer discloses a line item for equity accounted investment in joint
venture. Rather, the Group has recognised its assets, revenue and
expenses relating to the interest in the joint operation.
25
The transition provisions of IFRS 11 require that the standard is applied
retrospectively in accordance with IAS 8, Accounting Policies, Changes in
Accounting Estimates and Errors. In line with these transitional
provisions, the restatement on the Consolidated Statement of Financial
Position has been applied retrospectively. There have been no other
material affects for each financial statement line item.
Re-presentation
The comparative numbers in the Consolidated Statement of Comprehensive
Income have been re-presented to take into account the discontinued
operation for the trade accounts receivable sold to Absa Limited (“Absa”)
on 1 November 2012 in the third quarter of the prior financial period and
the additional sales in the current financial period on 30 April 2013 and
30 June 2013 (note 4). Trade accounts receivables not yet sold at each
reporting date are classified as held-for-sale on the Consolidated
Statement of Financial Position.
Reclassification
On the Consolidated Statement of Comprehensive income for the 26-week
period to 29 September 2012, a reclassification of R143 million was made
from other income to other operating costs for comparative presentation
to the Audited Annual Consolidated Financial Statements of Edcon Holdings
Limited at 30 March 2013.
Significant movements on the Consolidated Statement of Financial
Position
Assets classified as held-for-sale
Trade accounts receivable classified as held-for sale have decreased
from R1 160 million at 30 March 2013 to R683 million at 28 September
2013 mainly as a result of the further sale of trade accounts receivable
to Absa of R461 million and R114 million on 30 April 2013 and 30 June
2013 respectively (note 4).
Interest-bearing debt
Non-current interest-bearing debt
The senior secured floating rate notes of €387 million were redeemed on
20 May 2013 with the proceeds of the R4 120 million senior secured term
loan.
Condensed notes to the Consolidated Financial Statements (unaudited)
continued
1. Basis of preparation (continued)
Significant movements on the Consolidated Statement of Financial Position
(continued)
Interest-bearing debt (continued)
Non-current interest-bearing debt (continued)
The increase in non-current interest-bearing debt from R19 259 million
at 30 March 2013 to R20 787 million at 28 September 2013 is mainly as
result of the weaker Rand against the Euro and US dollar on conversion
of the fixed rate notes.
Derivative financial instruments and deferred option premium
The Group’s net derivative financial instruments at 28 September 2013 were
an asset of R1 800 million compared to an asset of R1 028 million at 30
March 2013. To increase the extent of hedge cover on the Euro denominated
26
senior secured fixed rate notes, a series of derivative contracts were
entered into in April 2013:
- Cross currency swaps were entered into which, (i) protect against
interest rate variability in future interest cash flows on
liabilities, (ii) protect against variability in future interest cash
flows that are subject to fluctuations based on foreign exchange
rates, and (iii) hedge the repayment of €230 million in principal and
interest on the notes to 15 March 2015. The hedges create an
effective annual average fixed interest rate of 15.55% over the
period of cover. The cross currency swaps have been designated as a
cash flow hedge.
- A cross currency swap was entered into which protects against
variability in future interest cash flows that are subject to
fluctuations based on foreign exchange rates. The notional value of
the hedge is €70 million and provides cover on the coupon of the
notes up to 15 March 2015. The hedge creates an effective annual
average fixed interest rate of 10.2% over the period of cover. The
cross currency swap has been designated as a cash flow hedge.
- Foreign currency call options were entered into which hedge the
repayment of €237 million in principal on the notes to 12 March 2015.
The premiums payable on the foreign currency call options of R317
million have been deferred to 13 March 2015. These options have not
been designated as cash flow hedges.
On 17 May 2013, Edcon Limited terminated cross currency swaps as a
consequence of the repurchase of the senior secured floating rate notes
with a nominal value of €387 million and received proceeds of R654 million
which were applied to the redemption of the senior secured floating rate
notes.
Going concern
The Consolidated Statement of Financial Position at 28 September 2013
reports share capital and premium of R2 153 million in equity attributable
to shareholders and a shareholder’s loan recognised in equity of R8 290
million offset by an accumulated retained loss of R13 308 million and a
net credit of R94 million in other reserves, resulting in negative equity
attributable to shareholders at 28 September 2013 of R2 771 million. After
considering non-controlling interests of R92 million, total equity of the
Group is a deficit of R2 679 million. The shareholder’s loan of R9 133
million has been subordinated to the claims of all the creditors of the
Group and the total negative equity and shareholder’s loan is R1 836
million.
Notwithstanding the fact that the Group’s liabilities exceed its assets in
accordance with IFRS, the Consolidated Financial Statements have been
prepared on the going-concern basis as the Group’s assets at fair value
(including unrecognised fair value of intangible assets) exceed the
liabilities. The directors have every reason to believe that the Group has
adequate resources to continue in operation for the foreseeable future and
is considered both solvent and liquid.
27
Condensed notes to the Consolidated Financial Statements (unaudited)
continued
Re-
presented &
restated
2012
2013 26 weeks
26 weeks 29
28 September September
Rm Rm
2. SEGMENTAL RESULTS
2.1 Revenues
Edgars 6 347 6 190
CNA 904 869
Discount 4 975 4 645
1
Edgars Zimbabwe 277 253
Manufacturing 56 41
Credit and Financial Services 523 357
Group Services 9 3
13 091 12 358
2.2 Retail sales
Edgars 6 191 6 053
CNA 904 869
Discount 4 863 4 531
1
Edgars Zimbabwe 264 243
12 222 11 696
2.3 Number of stores
Edgars 466 359
CNA 194 193
Discount 666 621
1
Edgars Zimbabwe 42 36
1 368 1 209
Operating (loss)/profit from continuing
2.4 operations
Edgars 803 1 110
CNA 6 11
Discount 520 397
1
Edgars Zimbabwe 24 27
Manufacturing - 1
Credit and Financial Services 481 337
2
Group Services (2 400) (1 605)
(566) 278
1
Edgars Zimbabwe has been disclosed as a separate segment as the
business activities are monitored separately.
2
Included in the allocation to the Group Services segment is corporate
overheads, derivative gains or losses, foreign exchange gains or losses
and amortisation of intangible assets and additional depreciation as a
28
result of the private equity transaction in 2007 and transitional
projects related expenditure.
29
Condensed notes to the Consolidated Financial Statements (unaudited) continued
Re-presented &
restated
2013 2012
26 weeks 26 weeks
28 September 29 September
Rm Rm
3. REVENUES
Retail sales 12 222 11 696
Club fees 268 251
Finance charges on trade receivables 34 30
Revenue from joint operations 358 315
Finance income 9 25
Administration fee 144
Manufacturing sales to third parties 56 41
13 091 12 358
4. DISCONTINUED OPERATIONS
On 6 June 2012, the Group announced the intended sale of its private
label store card to Absa as well as the implementation of a long-term
strategic agreement. On 30 April 2013 and 30 June 2013, all conditions
required for the second and third closing of the South African trade
accounts receivable were satisfied and a further R461 million and R114
million respectively, of the South African private label store card
portfolio was sold to Absa.
The card portfolio in Lesotho, Namibia, Botswana and Swaziland is still
expected to be sold as soon as Absa has completed compliance screening
processes in respect of these accounts and the relevant regulatory
approvals are obtained. These trade receivables have been classified as
held-for-sale on the Consolidated Statement of Financial Position.
The results of the discontinued operation are as follows:
Re-presented Re-presented
2013 2012 2013 2012
13 weeks 13 weeks 26 weeks 26 weeks
28 September 29 September 28 September 29 September
Rm Rm Rm Rm
Total revenues 41 527 79 1 066
Income from credit 41 527 79 1 066
Expenses from credit (40) (316) (93) (760)
Trading (loss)/profit before taxation 1 211 (14) 306
Taxation - (59) 4 (86)
(Loss)/profit for the period 1 152 (10) 220
30
31
Condensed notes to the Consolidated Financial Statements (unaudited)
continued
5. FINANCIAL INSTRUMENTS
The Group uses a three-level hierarchy to prioritise the inputs used in
measuring fair value. Level 1 has the highest priority and level 3 has the
lowest. Fair value is principally applied to financial assets and
financial liabilities. These are measured at fair value on a recurring
basis as of 28 September 2013, aggregated by the level in the fair value
hierarchy within which these measurements fall.
The following table presents the Group’s assets and liabilities that are
measured at fair value at the period end:
Total –
level 2
Rm
28 September 2013
Financial assets
Cross currency swaps 919
Foreign currency call options 997
Foreign currency forward contracts 21
Total financial assets 1 937
Financial liabilities
Interest rate swaps 39
Cross currency swaps 98
Total financial liabilities 137
30 March 2013
Financial assets
81
Cross currency swaps 3
Foreign currency call options 292
Foreign currency forward contracts 2
Total financial assets 1 107
Financial liabilities
Interest rate swaps 68
Foreign currency forward contracts 11
Total financial liabilities 79
29 September 2012
Financial assets
Cross currency swaps 1 311
Total financial assets 1 311
Financial liabilities
Cross currency swaps 1 045
Interest rate swaps 94
Foreign currency forward contracts 28
Total financial liabilities 1 167
The above are classified as level 2 inputs. No financial instruments at
28 September 2013, 30 March 2013 and 29 September 2012 have been
classified as either level 1 or level 3 inputs in the hierarchy. The
32
fair value under level 2 is based on observable inputs such as quoted
prices for similar financial assets or financial liabilities, or other
inputs that are observable or can be corroborated by observable market
data for substantially the full term of the financial assets or
financial liabilities.
33
Condensed notes to the Consolidated Financial Statements (unaudited)
continued
5. FINANCIAL INSTRUMENTS (continued)
All financial instruments have been recognised in the Consolidated
Statement of Financial Position and there is no material difference
between their fair values and carrying values, except for the notes
issued.
The following methods and assumptions were used by the Group in
establishing fair values:
Liquid resources, trade accounts receivable and loans: the carrying
amounts reported in the statement of financial position approximate fair
values due to the short period to maturity of these instruments.
Short-term interest-bearing debt: the fair values of the Group’s loans
are estimated using discounted cash flow analyses applying the RSA yield
curve. The carrying amount of short-term borrowings approximates their
fair value, due to the short period to maturity of these instruments.
Notes issued: the notes issued are fair valued based on the exchange
rate ruling at the reporting date. The market values at 28 September
2013 was R15 174 million (30 March 2012 R18 066 million and 29 September
2012 R19 010 million) and have been determined based on the closing
prices of the relevant stock exchange.
Derivative financial instruments: foreign currency forward exchange
contracts are entered into to cover import orders, and fair values are
determined using foreign exchange market rates at 28 September 2013.
Foreign currency forward contracts, foreign currency call options, cross
currency swaps and interest rate swaps are entered into to hedge
interest rate and foreign exchange rate exposure of interest-bearing
debt and fair values are determined using market related rates at 28
September 2013.
6. EVENTS AFTER THE REPORTING DATE
34
During October 2013, a series of derivative contracts were entered into
to extend, by a further twelve months, the maturity of hedge cover on
the coupon payments relating to the senior secured fixed rate notes.
Cross currency swaps were entered into, which protects against
variability in future interest cash flows that are subject to
fluctuations based on foreign exchange rates. The notional values for
the hedges are €317 million and $250 million, and provide cover on the
coupons of these notes up to 15 March 2015. The hedges create an
effective annual average fixed interest rate of 10.2% over the period of
cover. The cross currency swaps have been designated as cash flow
hedges.
On 14 November 2013, Edcon Holdings Limited (“Edcon Holdings”) closed
the offering of €425 million of euro-denominated fixed rate senior notes
due 2019 (the “2019 Notes”).
Edcon Holdings also announced that €262.5 million, or 69.4%, of the
senior floating rate notes due 15 June 2015 (the “2015 Notes”) had been
validly tendered for and that it would accept these for purchase as set
forth in the tender offer memorandum dated 6 November 2013. The purchase
price for the 2015 Notes was 100.25%.
Edcon Holdings further announced that it would redeem all outstanding
2015 Notes that were not validly tendered and accepted for purchase
pursuant to the Tender Offer (the “2015 Notes Redemption”). The
redemption date for the 2015 Notes Redemption is 14 December 2013.
Edcon’s repurchase of 2015 Notes tendered pursuant to the Tender Offer
and the 2015 Notes Redemption were funded with the net proceeds from the
offering of the 2019 Notes.
The Notes were offered only to qualified institutional buyers in
accordance with Rule 144A under the Securities Act and outside the
United States in accordance with Regulation S under the Securities Act.
35
Corporate Information
Edcon Holdings Limited Trustee, Transfer Agent and
Incorporated in the Republic of Principal Paying Agent
South Africa The Bank of New York Mellon Limited
Registration number 2006/036903/06 1 Canada Square
London E14 5AL
Non-executive directors United Kingdom
DM Poler* (Chairman), EB Berk*, MS
Levin*, ZB Ebrahim, MMV Valentiny**, Listing Agent & Irish Paying Agent
DH Brown, TF Mosololi, LL von Zeuner The Bank of New York Mellon
(Ireland) Limited
Executive directors Hanover Building,
J Schreiber *** (Managing Director Windmill Lane, Dublin 2,
and Chief Executive Officer), MR Republic of Ireland
Bower, Dr U Ferndale Telephone: + 353 1 900 6991
*USA ** BELGIUM ***GERMANY JSE Debt Sponsor
- Independent non-executive director Rand Merchant Bank (a division of
SecondRand Bank Limited)
Group Secretary 1 Merchant Place
CM Vikisi Cnr Fredman & Rivonia Road
Sandton
Registered office Republic of South Africa
Edgardale, Press Avenue Telephone: +27 11 282-8118
Crown Mines, Johannesburg, 2092
Telephone: +27 11 495-6000
Fax: +27 11 837-5019
Website: www.edcon.co.za
Postal address
PO Box 100, Crown Mines, 2025
Auditors
Ernst & Young Inc.
Wanderers Office Park
52 Corlett Drive, Illovo, 2196
Private Bag X14, Northlands, 2116
Telephone: +27 11 772-3000
Fax: +27 11 772-4000
21 November 2013
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
36
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