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BRIMSTONE INVESTMENT CORPORATION LD - Reviewed results for the year ended 31 December 2013

Release Date: 04/03/2014 07:30
Code(s): BRT     PDF:  
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Reviewed results for the year ended 31 December 2013

Brimstone Investment Corporation Limited

ISIN Number: ZAE000015277

Share Code: BRT

ISIN Number: ZAE000015285

Share Code: BRN

Company Registration Number: 1995/010442/06 (Incorporated in the Republic of 

South Africa) ("Brimstone" or "the Company")

REVIEWED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2013


COMMENTARY

Profit for the year under review is satisfactory, albeit lower than the 

previous reporting period as a result of a decrease in fair value 

adjustments of underlying investments. There were also challenging 

conditions in the insurance underwriting market which were partially offset 

by improved profitability at Sea Harvest.



Total Assets increased by R1.1 billion to R6.8 billion at 31 December 2013. 

INAV grew by R582 million from the previous year to R4.19 billion. The 

company declared a dividend of 30 cents per share and a special dividend of 

10 cents per share.



Brimstone Portfolio



SUBSIDIARIES



Sea Harvest

Despite lower catches, sales volumes were 16% up on the prior year, with 

revenue up by 20% to R1.2 billion. The US and Europe economies have started 

to show signs of recovery. With firm prices and a favourable exchange rate, 

export revenue was up 22% on the prior year. Although the local market 

experienced a slowdown, Sea Harvest performed well, delivering an 18% 

increase in local sales revenue while maintaining the market leader position.



Overall catch rates were reasonable, albeit 10% lower than the prior year's 

highs. Lower catch rates led to higher catch costs, which were further 

impacted by significant increases in the price of fuel. Land-based 

operations performed well, yielding positive processing variances despite 

lower throughput volumes. Operating profit before interest increased by 78% 

to R72 million.



Lion of Africa Holdings

Gross written premiums increased by 12.4% to R925.3 million from R823.0 

million in the prior year. Net written premiums decreased by 30.3%, from 

R500.0 million in the previous year to R348.5 million in the year under 

review. The deterioration in the net loss ratio from 60.0% in the previous 

year to 78.4%, resulted in a 75.7% decrease in underwriting profit before 

expenses to R35.8 million. The reduction in operating expenditure by 0.8% to 

R157.0 million, tempered by net investment returns of R29.5 million, 

resulted in a net loss after tax for the year of R64.6 million compared to a 

net profit of R18.3 million in the prior year. 



House of Monatic

While House of Monatic's turnover only increased by 3% to R180 million its 

net profit increased by 40% to R6.9 million. Employment levels of around 800 

staff remained stable throughout the year. Monatic continues to benefit from 

the Production Incentive put in place by the Department of Trade and 

Industry for the clothing and textile industry. This has enabled Monatic to 

upgrade its plant and equipment by approximately R15 million over the last 

three years.



ASSOCIATES



Oceana

Oceana reported satisfactory results for the financial year 2013. Turnover 

improved by 8%, and operating profit before abnormal items increased by 5% 

from the previous year. Revenue growth in the second half of the year was 

affected by weaker local consumer demand, resulting in a slowdown in canned 

fish sales volumes and a significant decline in industrial fish landings. 

Basic earnings per share for the year ended 30 September 2013 increased by 

10% and basic headline earnings per share increased by 7% compared to the 

previous year. A total dividend of 322 cents per share for the year was 

declared, representing a 7% increase on the total dividend of 301 cents per 

share in the prior year. Growth opportunities in the rest of Africa are 

being explored. Oceana's share price closed at R82.00 per share, up from 

R69.82 per share at 31 December 2012. Brimstone received dividends of R64.7 

million from Oceana during the period under review and recorded R8.1 million 

in equity accounted earnings.



Aon Re Africa

Aon Re Africa (Pty) Ltd, trading as Aon Benfield, is the leading reinsurance 

broker licensed and operating in South Africa and the rest of the continent. 

Aon Re Africa successfully secured new business across all divisions with 

impressive organic growth specifically in Africa. Brimstone received a 

dividend of R3.9 million from Aon Re Africa and recorded R2.9 million in 

equity accounted earnings during the period under review. 



The Scientific Group

The Scientific Group, supplier of instrumentation and consumables for 

pathology laboratories, reported strong results for the 2013 trading period 

with double digit growth in turnover and profitability. The Scientific Group 

was successful in building on its long term relationships by securing the 

distribution rights for a cardiology product portfolio. Pressure on margins 

continued given the current market conditions and the consistent 

depreciation of the Rand. Brimstone recorded R0.2 million in equity 

accounted earnings from The Scientific Group.



Afena Capital

Afena Capital is an investment management firm that offers specialist equity 

and balanced portfolios serving the South African institutional market. 

Brimstone received a dividend of R3.1 million from Afena during the period 

under review. Brimstone recorded R0.9 million in equity accounted earnings 

from Afena Capital.



INVESTMENTS

Life Healthcare

Life Healthcare's share price closed at R41.86 per share, up from R33.70 per 

share at 31 December 2012. The investment was revalued upwards by R428.5 

million. Brimstone received dividends amounting to R66.3 million during the 

year. Brimstone remains one of the largest shareholders in Life Healthcare.



Taste Holdings

Taste Holdings reported an increase in revenue of 24% and a consequent rise 

in headline earnings per share of 27% to 5.7 cents (2012: 4.5 cents). Taste 

Holdings' share price closed at R3.75 per share, down from R4.30 per share 

at 31 December 2012. The investment was revalued downwards by R13.5 million.



Nedbank

Brimstone's rights to Nedbank shares, accounted for as options, have been 

revalued at period end. This independently calculated option valuation was 

based on a closing price of R210.00 per share, up from R188.00 per share at 

31 December 2012. The investment was revalued upwards by R99.1 million.



Old Mutual

Brimstone's rights to Old Mutual plc shares, accounted for as options, have 

been revalued at period end, based on a closing price of R32.79 per share, 

up from R24.49 per share at 31 December 2012. The investment was revalued 

upwards by R105.1 million.



MTN Zakhele

Brimstone's MTN Zakhele shares, accounted for as options, have been revalued 

at period end. The independently calculated option valuation was based on a 

closing MTN share price of R217.02 per share, up from R177.60 per share at 

31 December 2012. The investment was revalued upwards by R44 million.



Tiger Brands

Brimstone's rights to Tiger Brands shares, accounted for as options, have 

been revalued at period end. The independently calculated option valuation 

was based on a closing share price of R266.93 per share, down from R325.25 

per share at 31 December 2012. The investment was revalued downwards by 

R87.5 million.



Rex Trueform and African & Overseas Enterprises (Queenspark)

The market price of all classes of Rex Trueform and African & Overseas 

Enterprises shares reduced during the period under review resulting in a 

downward revaluation of R35.3 million.



HEADLINE EARNINGS PER SHARE



                                                     Reviewed       Audited

                                                   Year ended    Year ended

                                                  31 Dec 2013   31 Dec 2012



Headline earnings per share (cents)

Basic                                                   188.4         346.0 

Diluted                                                 160.9         295.4 



Headline earnings calculation

Net profit attributable to equity 

holders of the parent                                 464 111       849 398 

Profit on disposal of property, plant, 

equipment and vehicles                                 (4 850)         (456)

Realised loss on disposal of available-for-sale asset       -           292 

Impairment of investment in associate                     356           252 

Impairment of intangible asset of associate                 -         2 647

Additional purchase consideration on 

acquisition of business                                     -         1 736

Adjustments relating to results of associates            (456)       (9 584)

Total tax effects of adjustments                        1 420            77 

Headline earnings                                     460 581       844 362 



Weighted average number of shares on which earnings

and headline earnings per share is based (000's)      244 414       244 039 



Weighted average number of shares on which diluted

earnings and diluted headline earnings per share 

is based (000's)                                      286 172       285 813



INTRINSIC NET ASSET VALUE (INAV)



INAV at 31 December 2013 calculated on a line-by-line basis, totalled R4.19 

billion, or R17.09 per share (31 December 2012: R3.6 billion or R14.74 per 

share), representing an increase of 15.9% from 2012. On a fully diluted 

basis INAV per share is R16.16 or an increase of 15.5% on the R13.99 

reported at 31 December 2012. As at 31 December 2013, Brimstone ordinary 

shares were trading at a discount of 18.1% to intrinsic net asset value 

(31 December 2012: 23.7%). Brimstone "N" ordinary shares traded at a

discount of 18.1% to Brimstone's intrinsic net asset value (31 December

2012: 18.9%).



The breakdown of INAV is available on the Company's website at 

www.brimstone.co.za.



Subsequent events

There are no significant subsequent events affecting these results.



Dividend and special dividend

Brimstone's board has declared a final dividend of 30 cents per share for 

the year ended 31 December 2013 and a special dividend of 10 cents per share 

for the year ended 31 December 2013, payable on Tuesday, 29 April 2014. The 

final dividend and the special dividend have been declared out of income 

reserves.



The special dividend has been declared as Brimstone will receive a special 

dividend from Life Healthcare Group Holdings Limited on 17 March 2014. 

Therefore, after due consideration, the board of Brimstone has decided to 

pay a special dividend to its shareholders. Shareholders should note that 

the special dividend is subject to Exchange Control approval and an 

announcement will be released on SENS once this has been obtained.



In compliance with the requirements of Strate, the Company has determined 

the following salient dates for the payment of the final dividend and 

special dividend. The last day to trade cum dividend for both the final 

dividend and the special dividend is Wednesday, 16 April 2014. The final 

dividend and the special dividend is payable to all shareholders of 

Brimstone recorded in the books of the Company at the close of business on 

Friday, 25 April 2014. Shares will commence trading ex-dividend from 

Thursday, 17 April 2014. Shares may not be rematerialised or dematerialised 

from Thursday, 17 April 2014 to Friday, 25 April 2014, both days inclusive.



The final dividend and the special dividend are subject to dividend tax at 

15%. In determining the dividend tax, secondary tax on companies ("STC") 

credits must be taken into account. Brimstone has sufficient STC credits to 

cover the dividend tax and the STC credits utilised as part of the final and 

the special dividend declarations amount to R82 433 927.70, being 30 cents 

per share for the final dividend, and R27 477 975.90, being 10 cents per 

share, for the special dividend, respectively. Consequently, no dividend tax 

is payable by shareholders who are normally not exempt from dividend tax. 

All shareholders will receive the final dividend of 30 cents per share and 

the special dividend of 10 cents per share.



The number of Brimstone ordinary and "N" ordinary shares eligible for both 

the final dividend and the special dividend at the date of this declaration 

is 46 775 135 and 228 004 624 respectively (this excludes 39 140 000 "N" 

ordinary shares held by The Brimstone Black Executives Investment Trust, The 

Brimstone General Staff Investment Trust and The Brimstone Broad-Based BEE 

Trust which are not eligible to receive dividends) and the Company's tax 

reference number is 9397002719.



Prospects

Brimstone remains well capitalised and in addition has substantial approved 

facilities to pursue value enhancing transactions based on quality assets. 

Management is cognisant of the market's current high earnings multiples and 

will continue its prudent consideration of investment opportunities.



Changes to the Board

Shareholders are referred to the announcement released on SENS on 8 November 

2013 regarding the appointment of Mrs KR Moloko as an independent non-

executive director to the board of the Company. 



On behalf of the board



F. Robertson            M.A. Brey

Executive Chairman      Chief Executive Officer



4 March 2014



Directorate and administration

Registered office: Boundary Terraces, 1 Mariendahl Lane, Newlands 7700, 

Cape Town

Transfer Secretaries: Computershare Investor Services (Pty) Ltd, 

70 Marshall Street, Johannesburg 2001 

Sponsor: Nedbank Capital, 135 Rivonia Road, Sandton 2196

Directorate: F Robertson (Executive Chairman)*, MA Brey (Chief Executive 

Officer)*, LZ Brozin (Financial)*, 

PL Campher (Lead Independent), M Hewu, N Khan, KR Moloko, MK Ndebele, 

LA Parker, FD Roman *Executive

Website: www.brimstone.co.za

E-mail: info@brimstone.co.za





Condensed Statement of Comprehensive Income

for the year ended 31 December 2013     



                                                     Reviewed       Audited

                                                   Year ended    Year ended

R'000                                      Notes  31 Dec 2013   31 Dec 2012

     

Revenue                                             2 086 376     1 946 472 

Sales and fee income                                1 930 997     1 795 026 

Dividends received                                    155 379       151 446 

Operating expenses                                 (2 021 990)   (1 815 434)

     

Operating profit                                       64 386       131 038 

Fair value gains                                      557 402     1 053 311 

Exceptional items                                       7 828        (2 280)

Share of profits of associates and 

joint venture                                          13 204        27 612 

     

Profit before net finance costs                       642 820     1 209 681 

Income from investments                        4       23 037        26 410 

Net finance costs                              5     (110 553)     (131 597)

Outside unit holders' interest                           (507)       (1 357)

     

Net profit before taxation                            554 797     1 103 137 

Taxation                                       6      (81 405)     (261 021)

     

Profit for the year                                   473 392       842 116 

Other comprehensive income, net of tax                  7 592        (3 938)

Items that may be reclassified subsequently 

to profit and loss

Cash flow hedges     

Loss arising during the year                           (7 711)      (11 606)

Net value gain on available-for-sale financial asset   15 303         7 668 

     

Total comprehensive income for the year               480 984       838 178 

     

Profit attributable to:     

Equity holders of the parent                          464 111       849 398 

Non-controlling interests                               9 281        (7 282)

                                                      473 392       842 116 

     

Total comprehensive income attributable to:     

Equity holders of the parent                          468 523       847 110 

Non-controlling interests                              12 461        (8 932)

                                                      480 984       838 178 

     

Earnings per share (cents)     

Basic                                                   189.9         348.1 

Diluted                                                 162.2         297.2





Condensed Statement of Financial Position

as at 31 December 2013



                                                     Reviewed       Audited

                                                   Year ended    Year ended

R'000                                             31 Dec 2013   31 Dec 2012



ASSETS

Non-current assets                                  5 051 016     4 344 407 

Property, plant, equipment and vehicles               278 348       266 663 

Goodwill                                               12 140        12 140 

Intangible assets                                     135 599       152 169 

Investments in associate companies and 

joint venture                                         799 029       781 995 

Investments                                         3 633 291     3 080 415 

Deferred taxation                                      21 654             - 

Insurance assets                                      161 774        50 524 

Other financial assets                                  9 181           501 



Current assets                                      1 748 577     1 381 057 

Inventories                                           250 648       230 226 

Trade and other receivables                           617 731       407 288 

Insurance assets                                      505 785       418 432 

Taxation                                                9 949         9 090 

Investments                                           103 251             - 

Cash and cash equivalents                             261 213       316 021 



TOTAL ASSETS                                        6 799 593     5 725 464 



EQUITY AND LIABILITIES

Capital and reserves                                3 372 120     2 929 986 

Share capital                                              45            45 

Capital reserves                                      325 434       310 132 

Revaluation reserves                                   23 223        14 331 

Cash flow hedging reserve                              (4 847)         (367)

Changes in ownership                                  (11 839)      (11 839)

Retained earnings                                   2 905 630     2 502 581 

Attributable to equity holders of the parent        3 237 646     2 814 883 

Non-controlling interests                             134 474       115 103 



Non-current liabilities                             1 764 025     1 470 287 

Long-term interest bearing borrowings                 936 765       888 134 

Long-term provisions                                   22 211        20 882 

Other financial liabilities                                 -           125 

Insurance liabilities                                 168 749             - 

Deferred taxation                                     636 300       561 146 



Current liabilities                                 1 663 448     1 325 191 

Short-term interest bearing borrowings                260 770       292 934 

Bank overdrafts                                        49 604        15 434 

Trade payables                                        575 358       293 087 

Other payables                                         92 731        71 130 

Insurance liabilities                                 634 817       616 860 

Outside unit holders' interest                         18 848        14 495 

Other financial liabilities                            14 123         2 000 

Short-term provisions                                  16 992        16 305 

Taxation                                                  205         2 946 



TOTAL EQUITY AND LIABILITIES                        6 799 593     5 725 464 



NAV per share (cents)                                 1 324.0       1 153.1 

Shares in issue at end of year (000's)               244 531       244 108





Condensed Statement of Changes in Equity

for the year ended 31 December 2013



                                           Share      Capital   Revaluation

R'000                                    capital     reserves      reserves



Balance at 1 January 2012 - Audited           45      316 904         9 876 

Attributable profit for the year 

ended 31 December 2012                         -            -             -

Other comprehensive income                     -            -         4 455 

Total comprehensive income                     -            -         4 455 

Recognition of share-based payments            -        9 815             -

Dividend paid                                  -            -             -

Subsidiary's accrual for preference dividends  -            -             -

Issue of share capital                         -        1 363             -

Repurchase of trust units                      -         (752)            -

Disposal of treasury shares                    -          292             -

Transfer from statutory contingency reserve    -      (19 683)            -

Share of non-distributable reserves of 

associates transferred directly to equity      -        2 193             -

     

Balance at 31 December 2012 - Audited         45      310 132        14 331 

Attributable profit for the year 

ended 31 December 2013                         -            -             -

Other comprehensive income                     -            -         8 892 

Total comprehensive income                     -            -         8 892 

Recognition of share-based payments            -       10 076             -   

Dividend paid                                  -            -             -   

Subsidiary's accrual for preference dividends  -            -             -   

Issue of share capital                         -        2 812             -   

Repurchase of trust units                      -         (187)            -   

Disposal of treasury shares                    -           49             -   

Share of non-distributable reserves of 

associates transferred directly to equity      -        2 552             -   

Balance at 31 December 2013 - Reviewed        45      325 434        23 223



Condensed Statement of Changes in Equity

for the year ended 31 December 2013     

                                       Cash flow      Changes 

                                         hedging           in      Retained

R'000                                    reserve    ownership      earnings

     

Balance at 1 January 2012 - Audited        6 376      (11 839)    1 677 390 

Attributable profit for the year 

ended 31 December 2012                         -            -       849 398 

Other comprehensive income                (6 743)           -             -   

Total comprehensive income                (6 743)           -       849 398 

Recognition of share-based payments            -            -             -   

Dividend paid                                  -            -       (43 890)

Subsidiary's accrual for preference dividends  -            -             -   

Issue of share capital                         -            -             -   

Repurchase of trust units                      -            -             -   

Disposal of treasury shares                    -            -             -   

Transfer from statutory contingency reserve    -            -        19 683 

Share of non-distributable reserves of 

associates transferred directly to equity      -            -             -   

     

Balance at 31 December 2012 - Audited       (367)     (11 839)    2 502 581 

Attributable profit for the year ended 

31 December 2013                               -            -       464 111 

Other comprehensive income                (4 480)           -             -   

Total comprehensive income                (4 480)           -       464 111 

Recognition of share-based payments            -            -             -   

Dividend paid                                  -            -       (61 062)

Subsidiary's accrual for preference dividends  -            -             -   

Issue of share capital                         -            -             -   

Repurchase of trust units                      -            -             -   

Disposal of treasury shares                    -            -             -   

Share of non-distributable reserves of 

associates transferred directly to equity      -            -             -   

Balance at 31 December 2013 - Reviewed    (4 847)     (11 839)    2 905 630





Condensed Statement of Changes in Equity

for the year ended 31 December 2013     



                                 Attributable to         Non-

                                  equity holders  controlling         

R'000                              of the parent    interests         Total

     

Balance at 1 January 2012 - Audited    1 998 752      114 878     2 113 630 

Attributable profit for the year 

ended 31 December 2012                   849 398       (7 282)      842 116 

Other comprehensive income                (2 288)      (1 650)       (3 938)

Total comprehensive income               847 110       (8 932)      838 178 

Recognition of share-based payments        9 815            -         9 815 

Dividend paid                            (43 890)        (840)      (44 730)

Subsidiary's accrual for preference 

dividends                                      -        9 881         9 881 

Issue of share capital                     1 363          631         1 994 

Repurchase of trust units                   (752)      (1 567)       (2 319)

Disposal of treasury shares                  292            -           292 

Transfer from statutory contingency reserve    -            -             -   

Share of non-distributable reserves of 

associates transferred directly 

to equity                                  2 193        1 052         3 245 

     

Balance at 31 December 2012 - Audited  2 814 883      115 103     2 929 986 

Attributable profit for the year 

ended 31 December 2013                   464 111        9 281       473 392 

Other comprehensive income                 4 412        3 180         7 592 

Total comprehensive income               468 523       12 461       480 984 

Recognition of share-based payments       10 076            -        10 076 

Dividend paid                            (61 062)      (1 480)      (62 542)

Subsidiary's accrual for preference 

dividends                                      -        8 004         8 004 

Issue of share capital                     2 812          330         3 142 

Repurchase of trust units                   (187)         (84)         (271)

Disposal of treasury shares                   49            -            49 

Share of non-distributable reserves of 

associates transferred directly to equity  2 552          140         2 692 

Balance at 31 December 2013 

- Reviewed                             3 237 646      134 474     3 372 120





Condensed Statement of Cash Flows

for the year ended 31 December 2013

                                                     Reviewed       Audited

                                                   Year ended    Year ended

R'000                                             31 Dec 2013   31 Dec 2012



Operating activities

Net attributable profit                               473 392       842 116 

Adjustments for:

Share of profits of associates and joint venture      (86 919)     (103 455)

Income from investments                              (104 701)     (102 013)

Increase in fair value of investments                (557 402)   (1 053 311)

Impairment of investment in associate                     356           252 

Amortisation of intangible assets                      22 368        19 079 

Finance costs                                         110 553       131 597 

Taxation                                               81 405       261 021 

Depreciation of property, plant, 

equipment and vehicles                                 62 483        71 189 

Share-based payment expense                            10 076         9 815 

Realised loss on disposal of 

available-for-sale asset                                    -           292 

Additional purchase consideration on 

acquisition of business                                     -         1 736 

Increase/(decrease) in long and short-term provisions   2 016        (1 165)

Profit on disposal of property, plant, 

equipment and vehicles                                   (143)         (204)

Operating cash flows before movements in 

working capital                                        13 484        76 949 

Increase in inventories                               (20 422)       (3 423)

(Increase)/decrease in trade and other receivables   (221 152)       58 706 

Increase in outside unit holders' interest              4 353         3 835 

Increase in trade and other payables                  303 872        60 877 

Net (increase)/decrease in insurance assets          (198 603)       13 682 

Net increase in insurance liabilities                 186 706        10 783 



Cash generated from operations                         68 238       221 409 

Interest received                                      23 037        26 410 

Dividends received from associates and joint venture   73 715        75 843 

Dividends received from other equity investments       81 664        75 603 

Income taxes paid                                     (32 188)      (37 235)

Finance costs                                         (68 365)     (108 359)

Net cash from operating activities                    146 101       253 671 

Investing activities

Loan repayments and recoveries from associate 

and investments                                         6 163             - 

Proceeds on disposal of investments                    44 602       173 977 

Proceeds on disposal of property, plant, 

equipment and vehicles                                  2 021           773 

Acquisition of property, plant, equipment 

and vehicles                                          (76 046)      (52 756)

Acquisition of business                                     -        (1 736)

Acquisition of intangible assets                       (5 798)      (13 018)

Acquisition of investments                           (132 000)     (131 705)

Net cash used in investing activities                (161 058)      (24 465)

Financing activities

Dividends paid by company and subsidiaries            (62 542)      (44 730)

Repayments of borrowings                              (84 071)     (196 555)

Loans raised                                           69 672       185 014 

Shares sold                                                49           292 

Proceeds on issue of shares                             3 142         1 994 

Units/shares repurchased by subsidiaries                 (271)       (2 319)

Increase in bank overdrafts                            34 170         2 071 

Net cash used in financing activities                 (39 851)      (54 233)

Net (decrease)/increase in cash and cash equivalents  (54 808)      174 973 

Cash and cash equivalents at beginning of year        316 021       141 048 

Cash and cash equivalents at end of year

Bank balances and cash                                261 213       316 021



Further information               

               

1.  Auditor's review report          

    The preliminary condensed consolidated financial statements for the

    year ended 31 December 2013 have been reviewed by the Group's auditors,

    Deloitte & Touche. The review was conducted in accordance with ISRE 2410

    Review of Interim Financial Information performed by the Independent

    Auditor of the Entity. The auditor's unmodified review report does not

    necessarily cover all the information in this announcement. Shareholders

    are therefore advised that in order to obtain a full understanding of

    the nature of the auditor's work they should obtain a copy of that

    report together with the accompanying financial information from the

    registered office of the Company. Any reference to future financial

    performance and Intrinsic Net Asset Value included in this announcement

    has not been reviewed or reported on by the Company's auditors.          

               

2.  Basis of preparation          

    The preliminary condensed reviewed consolidated financial statements

    have been prepared in accordance with the requirements of the JSE

    Limited Listings Requirements for preliminary reports and the

    requirements of the Companies Act of South Africa. The Listings

    Requirements require preliminary reports to be prepared in accordance

    with the framework concepts and the measurement and recognition

    requirements of International Financial Reporting Standards (IFRS) and

    the SAICA Financial Reporting Guides as issued by the Accounting

    Practices Committee and the Financial Pronouncements as issued by the

    Financial Reporting Standards Council and to also, as a minimum, contain

    the information required by IAS 34 Interim Financial Reporting. The

    accounting policies applied in the preparation of the preliminary

    condensed reviewed consolidated financial statements are in terms of

    IFRS and with the exception of the disclosure in note 3 are consistent 

    with those applied in the previous consolidated annual financial

    statements. 



    The preliminary condensed consolidated financial statements were

    prepared under the supervision of the group financial director, Lawrie

    Zev Brozin, B.Com B.Acc CA(SA).

          

3.  Significant accounting policies          

    These preliminary condensed reviewed consolidated financial statements

    for the year ended 31 December 2013 have been prepared on the historical

    cost basis, except for the revaluation of certain financial instruments.

    The accounting policies and methods of computation applied in the

    presentation of the financial results are consistent with those applied

    for the year ended 31 December 2012, except for the following new or

    revised standards, amendments thereto and interpretations as issued by

    the International Accounting Standards Board, which are effective for

    the current reporting period that were adopted:

    - IAS 1 (amendment) Presentation of Financial Statements:

      Presentation of Items of Other Comprehensive Income

    - IFRS 10 Consolidated Financial Statements

    - IFRS 11 Joint Arrangements

    - IFRS 13 Fair Value Measurement

    - IAS 28 Investments in Associates and Joint Ventures (2011)

    - IAS 34 Interim Financial Reporting



    The adoption of these new and revised accounting standards did not have

    a material impact on the results and as such there is no change to

    comparative information resulting from the adoption of these standards 

               

                                                     Reviewed       Audited

                                                   Year ended    Year ended

    R'000                                         31 Dec 2013   31 Dec 2012

               

4.  Income from investments          

    Interest received on bank deposits and loans          

    to associates and subsidiaries                     23 037        26 410 

               

5.  Net finance costs          

    Interest on borrowings                             38 411        40 252 

    Listed bond                                             -         3 156 

    Interest rate swap                                 (8 269)        1 624 

    Preference dividends                               80 411        86 565 

                                                      110 553       131 597 

               

6.  Taxation          

    Current normal and deferred tax expense            81 062       260 764 

    Dividends tax                                         333           257 

    Secondary tax on companies                             10             - 

                                                       81 405       261 021 

               

7.  Capital commitments          

    Commitments for the acquisition of property, 

    plant, equipment and vehicles:          

    Contracted for but not provided in the 

    financial statements                               32 050       30 205 

    Authorised by directors but not contracted          7 471        2 787 

                                                       39 521       32 992 

               

8.  Segmental information          

    Information reported to the Group's 

    operating decision makers for the 

    purpose of resource allocation and 

    assessment of segment performance is 

    specifically focused on the individual 

    entity in which Brimstone has invested. 

    The Group's reportable segments under 

    IFRS 8 are therefore fishing, insurance, 

    clothing and investments. Investments 

    include investments in associates, 

    available-for-sale investments, investments 

    at fair value through profit or loss, 

    the Group's property portfolio and 

    administrative head office.          

               

    Segment revenues and results          

    Segment revenue          

      Fishing                                       1 237 687     1 037 707 

      Insurance                                       505 246       581 144 

      Clothing                                        179 600       174 394 

      Investments                                     163 843       153 227 

    Total revenue                                   2 086 376     1 946 472 

               

    Segment profit/(loss) from operations          

      Fishing                                          69 062        49 511 

      Insurance                                      (120 662)      (10 134)

      Clothing                                         10 460         8 377 

      Investments                                     105 526        83 284 

    Total profit from operations                       64 386       131 038 

    Fair value gains/(losses)                         557 402     1 053 311 

    Exceptional items                                   7 828        (2 280)

    Share of profits of associates and joint venture   13 204        27 612 

    Income from investments                            23 037        26 410 

    Finance costs                                    (110 553)     (131 597)

    Outside unit holders' interest                       (507)       (1 357)

    Profit before taxation                            554 797     1 103 137 

               

                             Reviewed Year ended         Audited Year ended     

    Segment assets               31 Dec 2013                31 Dec 2012      

    and liabilities 

      Segment assets           Gross         Net        Gross           Net

      Fishing                911 544     911 544      879 564       879 564 

      Insurance            1 391 025   1 391 025      988 065       988 065 

      Clothing               165 658     165 658      149 804       149 804 

                           2 468 227   2 468 227    2 017 433     2 017 433 

      Investments          4 742 653   4 331 366    4 100 747     3 708 031 

      Intergroup balances    411 287           -      392 716             - 

      Other                4 331 366   4 331 366    3 708 031     3 708 031 

    Total segment assets   7 210 880   6 799 593    6 118 180     5 725 464 

               

    Segment liabilities          

      Fishing                781 458     530 553      780 759       547 463 

      Insurance            1 334 204   1 244 270      864 410       774 476 

      Clothing               130 479      60 031      122 726        53 240 

                           2 246 141   1 834 854    1 767 895     1 375 179 

      Investments          1 181 332   1 181 332    1 420 299     1 420 299 

    Total segment 

    liabilities            3 427 473   3 016 186    3 188 194     2 795 478 

               

                                                     Reviewed       Audited

                                                   Year ended    Year ended

    R'000                                         31 Dec 2013   31 Dec 2012

               

    Other segmental information          

    Depreciation and amortisation          

      Fishing                                          73 015        82 840 

      Insurance                                         8 097         4 315 

      Clothing                                          3 111         2 520 

      Investments                                         628           595 

    Total segment depreciation and amortisation        84 851        90 270 

               

    Additions to non-current assets          

      Fishing                                          63 495        46 623 

      Insurance                                         8 287         2 239 

      Clothing                                          9 916         2 930 

      Investments                                         146           964 

    Total segment additions to non-current assets      81 844        52 756 

               

9.  Fair value measurements          

    This note provides information about how the Group determines fair

    values of various financial assets and financial liabilities.          

          

    Financial assets and financial liabilities that are measured at fair

    value on a recurring basis          



    Some of the Group's financial assets and financial liabilities are

    measured at fair value at the end of each financial reporting period.

    The following table gives information about how the fair values of these

    financial assets and financial liabilities are determined (in particular,

    the valuation technique(s) and inputs used).          

               

    The directors consider that the carrying amounts of financial assets and

    financial liabilities not measured at fair value on a recurring basis

    (but fair value disclosures are required) in the consolidated financial

    statements approximate their fair values.          

               

    2013 (R'000) (Reviewed)  Level 1     Level 2      Level 3         Total



    Financial assets at FVTPL***          

    Derivative financial 

    assets                         -     918 535            -       918 535 

    Listed shares          2 456 503           -            -     2 456 503 

    Unlisted shares 

    and loan                 153 442       6 149            5*      159 596 

    Other investments         68 884           -            -        68 884 

    Available-for-sale 

    financial assets          

    Unlisted shares                -           -       44 800**      44 800 

    Unlisted shares                -           -        2 154*        2 154 

    Total                  2 678 829     924 684       46 959     3 650 472 

               

    Financial liabilities 

    at FVTPL          

    Derivative financial 

    liabilities                    -       2 125            -         2 125 

               

    2012 (R'000) (Audited)   Level 1     Level 2      Level 3         Total



    Financial assets at FVTPL          

    Derivative financial 

    assets                         -     741 254            -       741 254 

    Listed shares          2 062 957           -            -     2 062 957 

    Unlisted shares and 

    loan                           -      41 635            5*       41 640 

    Other investments         77 149           -            -        77 149 

    Available-for-sale 

    financial assets          

    Unlisted shares                -           -       25 816**       25 816 

    Unlisted shares                -           -        2 429*         2 429 

    Total                  2 140 106     782 889       28 250      2 951 245 

               

    *** FVTPL = Fair Value Through Profit or Loss



    The table provided analyses financial instruments that are measured

    subsequent to initial recognition at fair value, grouped in Levels 1 to

    3 based on the degree to which fair value is observable.          

    -  Level 1 fair value measurements are those derived from quoted prices

       (unadjusted) in active markets for identical assets or liabilities.          

               

    -  Level 2 fair value measurements are those derived from inputs other

       than quoted prices included within Level 1 that are observable for

       the asset or liability, either directly (i.e. as prices) or

       indirectly (i.e. derived from prices).          

               

    -  Level 3 fair value measurements are those derived from valuation

       techniques that include inputs for the asset or liability that are

       not based on observable market data (unobservable inputs).          

               

    Transfer from Level 2 to Level 1 

    Unlisted shares held in Phuthuma Nathi were transferred from Level 2 to  

    Level 1 in the current year as this is deemed to be a more appropriate

    classification for the asset.



    Notes

    *  At cost or historical valuation.

    ** Discounted cash flow method using a discount rate of 15% over 10

       years.          

               

                                                     Reviewed       Audited

                                                   Year ended    Year ended

                                                  31 Dec 2013   31 Dec 2012

               

    Reconciliation of Level 3 fair 

    value measurements (R'000)          

                                                   Unlisted shares and loan

    Opening balance                                    28 250        53 842 

    Total gains or losses          

    - in profit or loss                                     -       (31 944)

    - in other comprehensive income                    18 984         8 917 

    Advances                                               90         5 990 

    Disposals                                            (365)       (2 148)

    Transfer to Level 2                                     -        (6 407)

               

    Closing balance                                    46 959        28 250 

               

10. Share capital          

    In issue (number)          

    Ordinary shares                                46 775 135    46 775 135 

    Held as treasury shares                        (4 015 311)   (3 987 231)

                                                   42 759 824    42 787 904 

               

    "N" ordinary shares                           267 144 624   266 728 564 

    Held as treasury shares                       (65 373 373)  (65 408 393)

                                                  201 771 251   201 320 171 

               

    Total net of treasury shares                  244 531 075   244 108 075 

               

    Weighted average number of shares on 

    which earnings and headline earnings 

    per share is based is 244 413 514 

    (2012: 244 038 657)          

               

    Weighted average number of shares 

    on which diluted earnings and diluted 

    headline earnings per share is based is 

    286 172 134 (2012: 285 813 384)          

               

    Reconciliation of weighted average 

    number of shares between basic and 

    diluted earnings per share and headline 

    earnings and diluted headline earnings 

    per share.          

    Basic                                         244 413 514   244 038 657 

    Dilutive share options                         41 758 620    41 774 727 

    Diluted                                       286 172 134   285 813 384 

    Number of share options treated as 

    anti-dilutive 703 098 (2012: nil)          

               

    Closing share price (cents)          

    Ordinary shares                                     1 400         1 125 

    "N" ordinary shares                                 1 400         1 195 

               

    The following shares were issued during the period under review:     



    Share option scheme          

                                                               "N" Ordinary

    28 March 2013                                                   313 040

    28 May 2013                                                     103 020


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