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ADCORP HOLDINGS LIMITED - Reviewed condensed consolidated provisional results for the year ended 28 February 2014

Release Date: 28/05/2014 15:00
Code(s): ADR     PDF:  
Wrap Text
Reviewed condensed consolidated provisional results for the year ended 28 February 2014

Adcorp Holdings Limited
(“Adcorp” or “Adcorp Group” or “the Group”) 
Registration number 1974/001804/06
Share code: ADR
ISIN number: ZAE000000139

Reviewed Condensed Consolidated Provisional Results
For the year ended 28 February 2014

Revenue for the year increased by 37% to R11,8 billion 
Organic normalised EBITDA margin increased from 5,0% to 5,1% 
Normalised EBITDA for the year increased by 29% to R544,4 million
Normalised earnings per share increased by 13% to 384,3 cents per share
Labour Solutions Australia (Pty) Ltd acquired for R256,5 million
Debtors days at 48 days
Scrip distribution awarded to shareholders with an 80 cents per share 
dividend election
New BBBEE shareholding deal finalised, reported on and implemented during 
the year
Successful funding raised under R2 billion
Domestic Medium-term Note Programme

Reviewed consolidated and separate statement of comprehensive income 
for the year ended 28 February 2014

                                        Group                 Company
                                 Reviewed     Audited  Reviewed  Audited
                                     2014        2013      2014     2013
                                    R’000       R’000     R’000    R’000
Revenue                        11 802 415   8 616 842     5 459    2 362
Cost of sales                  (9 891 844) (7 056 563)   (5 013)  (2 362) 
Gross profit                    1 910 571   1 560 279       446        – 
Other income                       81 603      65 472         –        – 
Administrative expenses          (888 352)   (620 525) (108 833) (17 622) 
Marketing and selling
expenses                         (616 566)   (532 298)      (50)       –
Other operating expenses         (185 383)   (186 954)        –        – 
Operating profit/(loss)           301 873     285 974  (108 437) (17 622) 
Interest received                   9 881       2 890    96 651   56 313
Interest paid                     (78 324)    (59 491)  (91 407) (87 412) 
Dividends received                      –           –   185 157  230 000
Share of profits from
associates                         33 718      14 762         –        – 
Impairment of intangible
assets and goodwill               (10 718)    (12 078)        –        –
Impairment of loans                     –           –         –   (1 093) 
Revaluation of foreign
exchange denominated inter-
company                                 –           –         –   (3 551) 
Profit on the sale of shares            –         195         –      195 
(Loss)/profit on disposal of
property and equipment               (297)        178         –        –
Profit before taxation            256 133     232 430    81 964  176 830
Taxation                          (93 629)    (53 069)       98      261
Profit for the year               162 504     179 361    82 062  177 091
Other comprehensive income* 
Exchange differences on 
translating foreign
operations                          6 301      (2 668)        –        –
Exchange differences arising 
on the net investment of a
foreign operation                   2 107           –     5 659        –
Fair value adjustment of 
derivative financial
instrument                            545         385       545      385
Non-controlling interest            2 515      (4 350)        –        – 
Other comprehensive
profit/(loss) for the year,
net of tax                         11 468      (6 633)    6 204      385
Total comprehensive income
for the year                      173 972     172 728    88 266  177 476
Profit attributable to:
Owners of the parent              165 019     175 011    82 062  177 091
Non-controlling interest           (2 515)      4 350         –        – 
Total comprehensive income
attributable to:
Owners of the parent              173 972     172 728    88 266  177 476
Non-controlling interest           (2 515)      4 350         –        – 
Earnings per share
Basic (cents)                       176,9       221,6         –        – 
Diluted (cents)                     165,5       207,0         –        – 
Distribution to shareholders
during the year                       140         140         –        –
Interim dividend (cents)               60          60         –        – 
Final dividend (cents) in
respect of prior year                  80          80         –        –
Calculation of headline earnings
Profit for the year               165 019     175 011         –        – 
Loss/(profit) on sale of
property, plant and
equipment                             297        (178)        –        – 
Taxation                              (83)         50         –        – 
Impairment of investments in
associates and goodwill            10 718      12 078         –        –
Headline earnings                 175 951     186 961         –        – 
Headline earnings per share
– cents                             188,6       236,7         –        –
Diluted headline earnings
per share – cents                   176,4       221,1         –        – 
Weighted average number of
shares – 000’s                     93 299      78 989         –        –
Diluted weighted average
number of shares – 000’s           99 723      84 558         –        –
* All items below will be reclassified to profit and loss upon derecognition.

Reviewed consolidated and separate statement of financial position
as at 28 February 2014
                                        Group                Company
                                 Reviewed    Audited  Reviewed   Audited
                                     2014       2013      2014      2013
                                    R’000      R’000     R’000     R’000
Assets
Non-current assets              2 164 262  1 860 470 1 574 642 1 517 368
Property and equipment             80 794     65 376         –         – 
Intangible assets                 559 522    511 669         –         – 
Goodwill                        1 335 266  1 152 762         –         – 
Investment                          3 530          –         –         – 
Investment in subsidiaries              –          – 1 574 642 1 517 368
Investment in associates           86 954     53 236         –         – 
Deferred taxation                  98 196     77 427         –         – 
Current assets                  2 527 794  2 267 426 1 312 050 1 127 825
Trade and other receivables
and prepayments                 2 041 069  1 638 810     4 622     3 780
Amounts due by subsidiary
companies                               –          – 1 307 341 1 119 801
Taxation prepaid                   15 154      7 848         –     3 925
Cash resources                    471 571    620 768        87       319
Total assets                    4 692 056  4 127 896 2 886 692 2 645 193
Equity and liabilities
Capital and reserves            2 097 580  1 895 661 1 747 971 1 609 773
Share capital                       2 502      2 295     2 923     2 716
Share premium                   1 487 124  1 227 213 1 487 124 1 227 213
Treasury shares                   (12 891)   (12 891)        –         – 
Non-distributable reserve               –          –   119 918   119 918
Share-based payment reserve       107 375    183 914   107 375   183 914
Foreign currency translation
reserve                             2 046     (4 255)        –         – 
Cash flow hedging reserve             (25)      (570)      (25)     (570) 
Accumulated profit                513 544    492 946    30 656    76 582
Equity attributable to equity
holders of the parent           2 099 675  1 888 652 1 747 971 1 609 773
Non-controlling interest           (3 016)     6 088         –         – 
BEE shareholders’ interest            921        921         –         – 
Non-current liabilities         1 013 242    169 575   497 580     9 000
Other non-current liabilities       2 106      2 575         –         – 
Long-term loan – interest-
bearing                           723 754      8 334   496 736     8 334
Redeemable preference shares
– interest-bearing                 40 000     70 000         –         – 
Derivative financial
instrument                             25        570        25       570
Share-based payment liability     148 037          –         –         – 
Obligations under finance
lease                               1 709      4 292         –         –
Operating lease liability               –        108         –         – 
Deferred taxation                  97 611     83 696       819        96
Current liabilities             1 581 234  2 062 660   641 141 1 026 420
Non-interest-bearing current    1 099 630  1 056 854   265 236   351 808
liabilities
Trade and other payables          832 964    765 031     2 404    11 773
Amounts due to subsidiary
companies                               –          –   262 832   340 035
Provisions                        213 941    183 429         –         – 
Other vendor payables              26 801     85 320         –         – 
Taxation                           25 924     23 074         –         – 
Interest-bearing current
liabilities                       481 604  1 005 806   375 905   674 612
Current portion of other non-
current liabilities                10 635      9 477         –         –
Short-term loans                  231 588    522 311   207 571   253 428
Current portion of redeemable
preference shares                  30 403     27 688         –         – 
Current portion of long-term
loans                               8 334     78 333     8 334    78 333
Bank overdrafts                   200 644    367 997   160 000   342 851
Total equity and liabilities    4 692 056  4 127 896 2 886 692 2 645 193

Reviewed consolidated and separate statement of cash flows 
for the year ended 28 February 2014

                                        Group                Company
                                 Reviewed    Audited  Reviewed   Audited
                                     2014       2013      2014      2013
                                    R’000      R’000     R’000     R’000
Operating activities
Profit/(loss) before taxation
and dividends                     256 133    232 430  (103 191)  (53 169) 
Adjusted for:
Dividends received                      –          –   185 157   230 000
Depreciation                       28 596     23 436         –         – 
Impairment of investments,
goodwill and loans                 10 718     12 078         –     1 093
Amortisation of intangible
assets                             65 630     60 515         –         – 
Amortisation of intangible
assets – acquired in a
business combination               47 795     42 178         –         – 
Amortisation of intangible
assets – other than these
acquired in a business
combination                        17 835     18 337         –         – 
Loss/(profit) on disposal of
property and equipment                297       (178)        –         –
Share-based payments              136 969     36 550         –         – 
Share-based payment expense       143 945     36 550         –         – 
Share-based payment - adjustment
to fair value                      (6 976)         –         –         –
Cash settlement of share
options exercised                 (40 884)   (12 320)  (40 884)  (12 320) 
Revaluation of foreign
exchange denominated inter-
company loan                        2 926          –     6 478     3 551
Non-cash portion of operating
lease rentals                         561        838         –         – 
Foreign currency translation
reserve                             6 301     (2 668)        –         –
Interest received                  (9 881)    (2 890)  (96 651)  (56 313) 
Interest paid                      78 324     59 491    91 407    87 412
Cash generated/(utilised) by 
operating activities before
working capital changes           535 690    407 282    42 316   200 254
Increase in trade and other
receivables and prepayments      (368 303)  (225 006)     (842)   (2 955) 
Increase/(decrease) in trade
and other payables and
provisions                         70 135    197 043    (9 368)   10 838
Net movement in pre-acquisition 
and fellow subsidiaries’ 
inter-company accounts                  –          –  (153 642) (184 644)
Cash generated by operations      237 522    379 319  (121 536)   23 493
Interest received                   9 881      2 890    96 651    56 313
Interest paid                     (78 324)   (59 491)  (91 407)  (87 412) 
Taxation paid                    (125 790)   (55 698)    3 928    (3 286) 
Dividend paid                    (132 868)  (108 702) (133 647) (109 799) 
Net cash generated/(utilised)
by operating activities           (89 579)   158 318  (246 011) (120 692)
Investing activities 
Additions to property, equipment 
and intangible assets             (78 119)   (34 543)        –         –
Proceeds from sale of
property and equipment              1 976      1 338         –         –
Additions to goodwill              (5 717)         –         –         – 
Acquisition of businesses        (258 681)  (628 079) (204 030) (350 883) 
Acquisition of investment          (3 530)         –         –         – 
Investment in associates          (33 718)    (3 529)        –         – 
Non-controlling interest          (40 926)         –         –         – 
Net cash utilised by
investing activities             (418 715)  (664 813) (204 030) (350 883)
Financing activities
Issue of shares under
employee share option scheme        5 274        420     5 274       420
Issue of shares pursuant to
acquisitions                      254 844    361 212   254 844   361 212
Long-term loan raised             723 754      7 500   496 736     7 500
Long-term loans repaid            (38 333)   (97 819)   (8 333)  (77 819) 
Short-term loans repaid          (588 999)         –  (323 432)        – 
Other non current liabilities
– interest-bearing                 (3 159)         –         –         –
Increase in other interest-
bearing liabilities               231 588    266 396   207 571         – 
(Decrease)/increase in other
payables                          (85 320)    85 320         –         –
Increase in other payables         26 801          –         –         – 
Net cash generated by             
financing activities              526 450    623 029   632 660   291 313
Net increase/(decrease) in
cash and cash equivalents          18 156    116 534   182 619  (180 261)
Net cash and cash equivalents 
at the beginning of the year      252 771    136 237  (342 532) (162 271) 
Net cash and cash equivalents
at the end of the year            270 927    252 771  (159 913) (342 532)

Total consolidated interest-bearing liabilities of the Group 
for the year ended 28 February 2014
                                                               Group
                                                        Reviewed   Audited
                                                            2014      2013
                                                           R’000     R’000
Net gearing                                                  37%       25% 
Net bank balances                                       (270 927) (252 771) 
Other long-term loans                                      2 106     2 575
Long-term loan                                           723 754     8 334
Redeemable preference share                               40 000    70 000
Obligations under finance lease                            1 709     4 292
Operating lease liability                                      –       108
Current portion of other non-current liabilities          10 635     9 477
Current portion of long-term loans                         8 334    78 333
Current portion of redeemable preference shares           30 403    27 688
Short-term loans                                         231 588   522 311
Total interest-bearing liabilities                       777 602   470 347
Total long-term debt                                         98%       18% 
Total short-term debt                                         2%       82% 
Total                                                       100%      100%

Fair values of financial instruments
Some of the Group’s financial assets and financial liabilities are 
measured at fair value at the end of each 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).

                                             Fair value as 
                                             at 28 February
                                          Reviewed    Audited  Fair value
                                              2014       2013   hierarchy
                                             R’000      R’000
Financial assets/
financial liabilities          
Trade and other receivables              2 041 069  1 638 810    Level 3
Redeemable preference shares
(including current portion)                 70 403     97 688    Level 2
Derivative financial instrument                 25        570    Level 2
Trade and other payables (excluding
VAT)                                       728 918    677 221    Level 3
Short-term loans                           231 588    522 311    Level 2                                                                                                                                               
                                                           Relationship of
                             Valuation         Significant    unobservable
Financial assets/            technique(s)     unobservable       inputs to
financial liabilities        and key inputs       input(s)      fair value
Trade and other receivables  Face value less           n/a             n/a
                             specific related
                             provision
Redeemable preference        Discounted cash flow      n/a             n/a
shares(including current     at a coupon rate of 
portion)                     82,5% of prime that
                             reflects the issuer’s
                             current borrowing rate
                             at the end of the 
                             reporting period
Derivative financial         Discounted cash flow.     n/a             n/a
instrument                   Future cash flows 
                             are estimated based
                             on forward interest
                             rates (from observable
                             yield curves at the 
                             end of the reporting
                             period) and contract
                             interest rates, 
                             discounted at a rate 
                             that reflects the
                             credit risk of
                             the counterparty
Trade and other payables     Expected settlement       n/a             n/a
(excluding VAT)              value                      
Short-term loans             Amortised cost plus       n/a             n/a
                             accrued interest            

Reviewed consolidated and separate statement of changes in equity 
for the year ended 28 February 2014
                                                Share     Share  Treasury 
                                              capital   premium    shares 
                                                R’000     R’000     R’000
Group
Balance as at 29 February 2012 (audited)        1 934   865 942   (12 891) 
Issue of ordinary shares                          325   366 015         – 
Capitalisation of transaction costs                 –    (5 128)        – 
Issue of ordinary shares under employee
share option plan                                  36       384         –
Dividend distributions                              –         –         – 
Recognition of BBBEE and staff share-based
payments                                            –         –         –
Share options exercised during the year             –         –         – 
Share options cash settled                          –         –         – 
Profit for the year                                 –         –         – 
Other comprehensive income/(loss) for the
year                                                –         –         –
Balance as at 28 February 2013 (audited)        2 295 1 227 213   (12 891) 
Issue of ordinary shares                          203   255 838         –
Capitalisation of transaction costs                 –    (1 197)        – 
Issue of ordinary shares under employee
share option plan                                   4     5 270         –
Dividend distributions                              –         –         – 
Recognition of BBBEE and staff share-based
payments                                            –         –         –
Share options exercised during the year             –         –         – 
Share options cash settled                          –         –         – 
Revaluation of share-based payments                 –         –         – 
Transfer of share-based payment reserve to
share-based payment liability                       –         –         –
Profit for the year                                 –         –         – 
Other comprehensive income/(loss) for the
year                                                –         –         –
Reserves acquired                                   –         –         – 
Balance as at 28 February 2014                  2 502 1 487 124   (12 891) 
Company
Balance as at 29 February 2012 (audited)        2 355   865 942         – 
Issue of ordinary shares – Paxus acquisition      325   366 015         – 
Capitalisation of transaction costs – Paxus
acquisition                                         –    (5 128)        –
Issue of ordinary shares under employee
share option plan                                  36       384         – 
Dividend distributions                              –         –         – 
Recognition of BBBEE and staff share-based
payments                                            –         –         –
Share options exercised during the year             –         –         – 
Share options cash settled                          –         –         – 
Profit for the year                                 –         –         – 
Other comprehensive income for the year             –         –         – 
Balance as at 28 February 2013 (audited)        2 716 1 227 213         – 
Issue of ordinary shares                          203   255 838         – 
Capitalisation of transaction cost                  –    (1 197)        – 
Issue of ordinary shares under employee
share option plan                                   4     5 270         –
Dividend distributions                              –         –         – 
Recognition of BBBEE and staff share-based
payments                                            –         –         –
Share options exercised during the year             –         –         – 
Revaluation of share based payments                 –         –         – 
Transfer of share-based payment reserve to
share-based payment liability                       –         –         –
Share options cash settled                          –         –         – 
Profit for the year                                 –         –         – 
Other comprehensive income for the year             –         –         – 
Balance as at 28 February 2014                  2 923 1 487 124         –
                         
                                                      Share-      Foreign
                                              Non-     based     currency
                                     distributable   payment  translation
                                           reserve   reserve      reserve
                                             R’000     R’000        R’000
Group
Balance as at 29 February 2012
(audited)                                        –   189 534       (1 587)
Issue of ordinary shares                         –         –            – 
Capitalisation of transaction costs              –         –            – 
Issue of ordinary shares under
employee share option plan                       –         –            –
Dividend distributions                           –         –            – 
Recognition of BBBEE and staff
share-based payments                             –    36 550            –
Share options exercised during the
year                                             –   (42 170)           – 
Share options cash settled                       –         –            – 
Profit for the year                              –         –            – 
Other comprehensive income/(loss)
for the year                                     –         –       (2 668)
Balance as at 28 February 2013
(audited)                                        –   183 914       (4 255)
Issue of ordinary shares                         –         –            – 
Capitalisation of transaction costs              –         –            – 
Issue of ordinary shares under
employee share option plan                       –         –            –
Dividend distributions                           –         –            – 
Recognition of BBBEE and staff
share-based payments                             –   136 969            –
Share options exercised during the
year                                             –   (40 884)           – 
Share options cash settled                       –         –            – 
Revaluation of share-based payments              –   (24 587)           – 
Transfer of share-based payment
reserve to
share-based payment liability                    –  (148 037)           – 
Profit for the year                              –         –            – 
Other comprehensive income/(loss)
for the year                                     –         –        6 301
Reserves acquired                                –         –            – 
Balance as at 28 February 2014                   –   107 375        2 046
Company
Balance as at 29 February 2012
(audited)                                  119 918   189 534            – 
Issue of ordinary shares – Paxus
acquisition                                      –         –            –
Capitalisation of transaction costs
– Paxus acquisition                              –         –            – 
Issue of ordinary shares under
employee share option plan                       –         –            –
Dividend distributions                           –         –            – 
Recognition of BBBEE and staff
share-based payments                             –    36 550            –
Share options exercised during the
year                                             –   (42 170)           – 
Share options cash settled                       –         –            – 
Profit for the year                              –         –            –
Other comprehensive income for the
year                                             –         –            – 
Balance as at 28 February 2013
(audited)                                  119 918   183 914            –
Issue of ordinary shares                         –         –            – 
Capitalisation of transaction cost               –         –            – 
Issue of ordinary shares under
employee share option plan                       –         –            –
Dividend distributions                           –         –            – 
Recognition of BBBEE and staff
share-based payments                             –   136 969            –
Share options exercised during the
year                                             –   (40 884)           – 
Revaluation of share based payments              –   (24 587)           – 
Transfer of share-based payment
reserve to share-based payment
liability                                        –  (148 037)           – 
Share options cash settled                       –         –            – 
Profit for the year                              –         –            – 
Other comprehensive income for the
year                                             –         –            –
Balance as at 28 February 2014             119 918   107 375            –


                                                             Attributable 
                                                                to equity 
                                         Cash flow  Accumu-       holders
                                           hedging    lated        of the 
                                           reserve   profit        parent
                                             R’000    R’000         R’000
Group
Balance as at 29 February 2012 (audited)      (955)  396 787    1 438 764
Issue of ordinary shares                         –         –      366 340
Capitalisation of transaction costs              –         –       (5 128) 
Issue of ordinary shares under employee
share option plan                                –         –          420
Dividend distributions                           –  (108 702)    (108 702) 
Recognition of BBBEE and staff share-
based payments                                   –         –       36 550
Share options exercised during the year          –    42 170            – 
Share options cash settled                       –   (12 320)     (12 320) 
Profit for the year                              –   175 011      175 011
Other comprehensive income/(loss) for
the year                                       385         –       (2 283)
Balance as at 28 February 2013 (audited)      (570)  492 946    1 888 652
Issue of ordinary shares                         –         –      256 041
Capitalisation of transaction costs              –         –       (1 197) 
Issue of ordinary shares under employee
share option plan                                –         –        5 274
Dividend distributions                           –  (132 868)    (132 868) 
Recognition of BBBEE and staff share-
based payments                                   –         –      136 969
Share options exercised during the year          –    40 884            – 
Share options cash settled                       –   (40 884)     (40 884) 
Revaluation of share-based payments              –    20 926       (3 661) 
Transfer of share-based payment reserve
to share-based payment liability                 –         –     (148 037)
Profit for the year                              –   165 019      165 019
Other comprehensive income/(loss) for
the year                                       545     2 107        8 953
Reserves acquired                                –   (34 586)     (34 586) 
Balance as at 28 February 2014                 (25)  513 544    2 099 675
Company
Balance as at 29 February 2012 (audited)      (955)  (20 560)   1 156 234
Issue of ordinary shares – Paxus
acquisition                                      –         –      366 340
Capitalisation of transaction costs –
Paxus acquisition                                –         –       (5 128) 
Issue of ordinary shares under employee
share option plan                                –         –          420
Dividend distributions                           –  (109 799)    (109 799) 
Recognition of BBBEE and staff share-
based payments                                   –         –       36 550
Share options exercised during the year          –    42 170            – 
Share options cash settled                       –   (12 320)     (12 320) 
Profit for the year                              –   177 091      177 091
Other comprehensive income for the year        385         –          385
Balance as at 28 February 2013 (audited)      (570)   76 582    1 609 773
Issue of ordinary shares                         –         –      256 041
Capitalisation of transaction cost               –         –       (1 197) 
Issue of ordinary shares under employee
share option plan                                –         –        5 274
Dividend distributions                           –  (133 647)    (133 647) 
Recognition of BBBEE and staff share-
based payments                                   –                136 969
Share options exercised during the year          –    40 884            – 
Revaluation of share based payments              –         –      (24 587) 
Transfer of share-based payment reserve
to share-based payment liability                 –         –     (148 037)
Share options cash settled                       –   (40 884)     (40 884) 
Profit for the year                              –    82 062       82 062
Other comprehensive income for the year        545     5 659        6 204
Balance as at 28 February 2014                 (25)   30 656    1 747 971

                                            Non-           BEE
                                     controlling shareholders’
                                        interest      interest      Total
                                           R’000         R’000      R’000
Group
Balance as at 29 February 2012
(audited)                                  1 302           921  1 440 987
Issue of ordinary shares                       –             –    366 340
Capitalisation of transaction costs            –             –     (5 128)
Issue of ordinary shares under
employee share option plan                     –             –        420
Dividend distributions                         –             –   (108 702) 
Recognition of BBBEE and staff
share-based payments                           –             –     36 550
Share options exercised during the
year                                           –             –          – 
Share options cash settled                     –             –    (12 320) 
Profit for the year                            –             –    175 011
Other comprehensive income/(loss)
for the year                               4 786             –      2 503
Balance as at 28 February 2013
(audited)                                  6 088           921  1 895 661
Issue of ordinary shares                       –             –    256 041
Capitalisation of transaction costs            –             –     (1 197) 
Issue of ordinary shares under
employee share option plan                     –             –      5 274
Dividend distributions                         –             –   (132 868) 
Recognition of BBBEE and staff
share-based payments                           –             –    136 969
Share options exercised during the
year                                           –             –          – 
Share options cash settled                     –             –    (40 884) 
Revaluation of share-based payments            –             –     (3 661) 
Transfer of share-based payment
reserve to
share-based payment liability                  –             –   (148 037) 
Profit for the year                            –             –    165 019
Other comprehensive income/(loss)
for the year                              (2 515)            –      6 438
Reserves acquired                         (6 589)            –    (41 175) 
Balance as at 28 February 2014            (3 016)          921  2 097 580
Company
Balance as at 29 February 2012
(audited)                                      –             –  1 156 234
Issue of ordinary shares – Paxus
acquisition                                    –             –    366 340
Capitalisation of transaction costs
– Paxus acquisition                            –             –     (5 128) 
Issue of ordinary shares under
employee share option plan                     –             –        420
Dividend distributions                         –             –   (109 799) 
Recognition of BBBEE and staff
share-based payments                           –             –     36 550
Share options exercised during the
year                                           –             –          –
Share options cash settled                     –             –    (12 320) 
Profit for the year                            –             –    177 091
Other comprehensive income for the
year                                           –             –        385
Balance as at 28 February 2013
(audited)                                      –             –  1 609 773
Issue of ordinary shares                       –             –    256 041
Capitalisation of transaction cost             –             –     (1 197) 
Issue of ordinary shares under
employee share option plan                     –             –      5 274
Dividend distributions                         –             –   (133 647) 
Recognition of BBBEE and staff
share-based payments                           –             –    136 969
Share options exercised during the
year                                           –             –          – 
Revaluation of share based payments            –             –    (24 587) 
Transfer of share-based payment
reserve to share-based payment
liability                                      –             –   (148 037) 
Share options cash settled                     –             –    (40 884) 
Profit for the year                            –             –     82 062
Other comprehensive income for the
year                                           –             –      6 204
Balance as at 28 February 2014                 –             –  1 747 971

Reviewed consolidated segment report 
for the year ended 28 February 2014

                                            Staffing          Independent
                                     Blue collar White collar contracting
Revenue
–  2014 (R’000)                        6 258 271    1 314 067   3 892 860
–  2013 (R’000)                        5 501 998    1 377 417   1 501 570
Internal revenue
–  2014 (R’000)                           11 352       40 617         197
–  2013 (R’000)                           21 419        4 386           – 
Operating profit/(loss)
–  2014 (R’000)                          317 545       38 112     130 616
–  2013 (R’000)                          253 423       18 713      95 014
Normalised* EBITDA excluding share- 
based payments, lease smoothing and 
Transaction costs
–  2014 (R’000)                          350 778       42 632     190 160
–  2013 (R’000)                          291 743       42 526     114 056
Normalised* EBITDA margin excluding 
share-based payments and lease 
smoothing
–  2014 (%)                                  5,6          3,2         4,9
–  2013 (%)                                  5,3          3,1         7,6
Normalised* EBITDA excluding share- 
based payments and lease-smoothing 
contribution % to Group normalised* 
EBITDA
–  2014 (%)                                 64,6          7,8        34,9
–  2013 (%)                                 69,0         10,1        27,0
Depreciation and amortisation
–  2014 (R’000)                           20 392       30 935      31 360
–  2013 (R’000)                           20 279       23 585      19 042
Interest income+++
–  2014 (R’000)                           28 444       10 159      12 586
–  2013 (R’000)                           13 525       12 625       4 769
Interest expense+++
–  2014 (R’000)                          (29 704)        (866)    (21 465)
–  2013 (R’000)                           (6 976)      (8 358)     (1 630) 
Taxation expense/(income)+++
–  2014 (R’000)                           36 494        5 769      27 773
–  2013 (R’000)                           23 521        2 359      15 396
Asset carrying value
–  2014 (R’000)                        1 984 863      411 362   1 940 242
–  2013 (R’000)++                      2 212 887      369 146   1 255 254
Liabilities carrying value
– 2014 (R’000)                           611 709      158 497     727 172
– 2013 (R’000)                           573 866      472 844     681 949
Additions to property, plant 
and equipment
–  2014 (R’000)                           14 140       13 350         252
–  2013 (R’000)                           13 498        1 636       2 275

                                               BPO,
                                           training
                                                and 
                                          financial  Emergent
                                           services  business   Sub-total
Revenue
–  2014 (R’000)                             317 586    14 172  11 796 956
–  2013 (R’000)                             220 389    13 106   8 614 480
Internal revenue
–  2014 (R’000)                              23 747     6 580      82 493
–  2013 (R’000)                              38 962       863      65 630
Operating profit/(loss)
–  2014 (R’000)                              41 356   (19 816)    507 813
–  2013 (R’000)                              34 385   (17 996)    383 539
Normalised* EBITDA excluding share- 
based payments, lease smoothing and 
Transaction costs
–  2014 (R’000)                              50 872   (19 877)    614 565
–  2013 (R’000)                              58 406   (16 605)    490 126
Normalised* EBITDA margin excluding 
share-based payments and lease 
smoothing
–  2014 (%)                                    16,0         –         5,2
–  2013 (%)                                    26,5         –         5,7
Normalised* EBITDA excluding share- 
based payments and lease-smoothing 
contribution % to Group normalised* EBITDA
–  2014 (%)                                     9,3      (3,7)      112,9
–  2013 (%)                                    13,8      (3,9)      116,0
Depreciation and amortisation
–  2014 (R’000)                               7 986     1 512      92 185
–  2013 (R’000)                              19 496        76      82 478
Interest income+++
–  2014 (R’000)                              12 423        20      63 632
–  2013 (R’000)                              10 297        17      41 233
Interest expense+++
–  2014 (R’000)                              (3 258)   (6 498)    (61 791)
–  2013 (R’000)                              (1 294)   (3 427)    (21 683) 
Taxation expense/(income)+++
–  2014 (R’000)                               3 544      (855)     72 725
–  2013 (R’000)                              (1 511)      184      39 949
Asset carrying value
–  2014 (R’000)                             300 519    18 271   4 655 257
–  2013 (R’000)++                           240 479     8 308   4 086 074
Liabilities carrying value
– 2014 (R’000)                               47 735     7 723   1 552 836
– 2013 (R’000)                               28 346     3 967   1 760 972
Additions to property, plant and equipment
–  2014 (R’000)                               1 490     5 478      34 710
–  2013 (R’000)                               2 773       103      20 285

                                            Group central costs
                                             Central    Shared
                                               costs  services      Total
Revenue
–  2014 (R’000)                                5 459         – 11 802 415
–  2013 (R’000)                                2 362         –  8 616 842
Internal revenue
–  2014 (R’000)                                    –         –     82 493
–  2013 (R’000)                                    –         –     65 630
Operating profit/(loss)
–  2014 (R’000)                             (210 434)    4 494    301 873
–  2013 (R’000)                              (81 775)  (15 790)   285 974
Normalised* EBITDA excluding share-based 
payments, lease smoothing and 
Transaction costs
–  2014 (R’000)                              (75 811)    5 627    544 381
–  2013 (R’000)                              (53 638)  (13 947)   422 541
Normalised* EBITDA margin excluding
share-based payments and lease smoothing
–  2014 (%)                                        –         –        4,6
–  2013 (%)                                        –         –        4,9
Normalised* EBITDA excluding share-based 
payments and lease-smoothing
contribution % to Group normalised* EBITDA
–  2014 (%)                                    (13,9)      1,0      100,0
–  2013 (%)                                    (12,7)     (3,3)     100,0
Depreciation and amortisation
–  2014 (R’000)                                2 041         –     94 226
–  2013 (R’000)                                1 473         –     83 951
Interest income+++
–  2014 (R’000)                              (53 926)      175      9 881
–  2013 (R’000)                              (38 856)      513      2 890
Interest expense+++
–  2014 (R’000)                              (13 471)   (3 062)   (78 324)
–  2013 (R’000)                              (36 553)   (1 255)   (59 491) 
Taxation expense/(income)+++
–  2014 (R’000)                               20 904         –     93 629
–  2013 (R’000)                               13 120         –     53 069
Asset carrying value
–  2014 (R’000)                               13 931    22 868  4 692 056
–  2013 (R’000)++                             20 136    21 686  4 127 896
Liabilities carrying value
– 2014 (R’000)                               989 644    51 996  2 594 476
– 2013 (R’000)                               427 581    43 682  2 232 235
Additions to property, plant and equipment
–  2014 (R’000)                                4 478     3 926     43 114
–  2013 (R’000)                                3 781     2 352     26 418

                                      Rest of the
                                        world++++ South Africa      Total
REVENUE
–  2014 (R’000)                         3 470 309    8 332 106 11 802 415
–  2013 (R’000)                           652 332    7 964 510  8 616 842
Internal revenue
–  2014 (R’000)                                 –       82 493     82 493
–  2013 (R’000)                                 –       65 630     65 630
Operating profit/(loss)
–  2014 (R’000)                           111 808      190 065    301 873
–  2013 (R’000)                            26 461      259 513    285 974
Normalised* EBITDA excluding share- 
based payments, lease smoothing and 
Transaction costs
–  2014 (R’000)                           141 746      402 635    544 381
–  2013 (R’000)                            34 328      388 213    422 541
Normalised* EBITDA margin excluding 
share-based payments and lease 
smoothing
–  2014 (%)                                   4,1          4,8        4,6
–  2013 (%)                                   5,3          4,9        4,9
Normalised* EBITDA excluding share- 
based payments and lease-smoothing 
contribution % to Group normalised* EBITDA
–  2014 (%)                                  26,0         74,0      100,0
–  2013 (%)                                   8,1         91,9      100,0
Depreciation and amortisation
–  2014 (R’000)                            14 203       80 023     94 226
–  2013 (R’000)                             6 435       77 516     83 951
Interest income+++
–  2014 (R’000)                            11 107       (1 226)     9 881
–  2013 (R’000)                                11        2 879      2 890
Interest expense+++
–  2014 (R’000)                           (22 584)     (55 740)   (78 324)
–  2013 (R’000)                             2 151      (61 642)   (59 491) 
Taxation expense/(income)+++
–  2014 (R’000)                            (2 730)      96 359     93 629
–  2013 (R’000)                               983       52 086     53 069
Asset carrying value
–  2014 (R’000)                         1 430 496    3 261 560  4 692 056
–  2013 (R’000)++                       1 117 970    3 009 926  4 127 896
Liabilities carrying value
– 2014 (R’000)                          1 934 965      659 511  2 594 476
– 2013 (R’000)                            625 953    1 606 282  2 232 235
Additions to property, plant and 
equipment
–  2014 (R’000)                             2 678       40 436     43 114
–  2013 (R’000)                             6 632       19 786     26 418
* The pro forma financial information, as shown in the statement of 
normalised earnings, should be read in conjunction with the unqualified 
Deloitte & Touche independent reporting accountants’ report thereon, which 
is available for inspection at Adcorp’s registered office.
+ 2014 figures are reviewed and 2013 are audited.
++ Goodwill was reallocated from blue collar to the various other segments 
to which it relates.
+++ Interest income/expense and taxation has been reallocated to better 
reflect the manner in which the business is managed.
++++ Rest of the world represents operations in Africa and Australia and 
have been separately identified to enhance disclosure.

Pro Forma Financial Information
The  pro  forma  financial  information  below  has  been  prepared  for 
illustrative purposes only to provide information on how the normalised 
earnings adjustments might have impacted on the financial results of the 
Group. Because of its nature, the pro forma financial information may not 
be a fair reflection of the Group’s results of operation, financial 
position, changes in equity or cash flows.

The underlying information used in the preparation of the pro forma 
financial information has been prepared using the accounting policies that 
comply with International Financial Reporting Standards. These are 
consistent with those applied in the published reviewed condensed consolidated provisional group results of the Group and Company for the year ended 28 February 2014.

Notwithstanding the events subsequent to the reporting period disclosed 
below, no other adjustments have been made to the pro forma financial 
information.

The directors are responsible for compiling the pro forma financial 
information on the basis of the applicable criteria specified in the JSE 
Listings Requirements.

*The pro forma financial information as shown in the statement of 
normalised earnings should be read in conjunction with the unqualified 
Deloitte & Touche independent reporting accountants’ report thereon, which 
is available for inspection at Adcorp’s registered office.

Statement of consolidated normalised earnings
for the year ended 28 February 2014
                                            Proforma     Proforma
                                             Year to      Year to
                                         28 February  28 February      %      
                                  Note          2014         2013 change
R’000 
Revenue                              1    11 802 415    8 616 842     37
Cost of sales                        1    (9 891 844)  (7 056 563)   (40) 
Gross profit                         1     1 910 571    1 560 279     22
Other income                         1        81 603       65 472     25
Administrative marketing, 
selling and
operating expenses                   1    (1 690 301)  (1 339 777)   (26) 
Operating profit                     1       301 873      285 974      6
Adjusted for:
Depreciation                         2        28 596       23 436     22
Amortisation of intangible asset
acquired in business combination     2        47 795       42 178     13
Amortisation of intangibles other
than those acquired in business 
combination                          2        17 835       18 337     (3)
Share-based payments                 2       143 945       36 550      – 
Lease smoothing                      2           561          838    (33) 
Transaction costs – Acquisition of
Labour Solutions Australia (Pty)
Ltd/Paxus Holdings (Pty) Ltd         5         3 776       15 228    (75)
Normalised EBITDA (excluding 
share-based payments, lease 
smoothing and transaction costs)             544 381      422 541     29
Adjusted for:
Depreciation                         2       (28 596)     (23 436)   (22) 
Amortisation of intangibles other 
than those acquired in a business 
combination                          2       (17 835)     (18 337)    (3)
Normalised operating profit                  497 950      380 768     31
Net interest paid                            (68 443)     (56 601)   (21) 
Normalised profit before taxation            429 507      324 167     32
Normalised taxation                  3      (107 168)     (65 113)   (65) 
Normalised profit for the year               322 339      259 054     24
Share of profits from associates              33 718       14 762      – 
Non-controlling interest                       2 515       (4 350)     – 
Total normalised profit for the year         358 572      269 466     33
Normalised effective tax rate                    25%          20%
Normalised earnings per share – 
cents                                4         384,3        341,1     13
Diluted normalised earnings 
per share – cents                    4         359,9        318,7     13
Weighted average number of shares –
000’s                                1        93 299       78 989     18
Diluted weighted average number of
shares – 000’s                       1        99 723       84 558     18

Notes:
1  As per the reviewed statement of comprehensive income for the year 
   ended 28 February 2014.
2  As per the reviewed statement of cash flows for the year ended 
   28 February 2014.
3  The taxation expense has been adjusted for the adjusted items above.
4  Per share calculation is based on normalised earnings.
5  Being once-off transaction costs incurred pursuant to the acquisition 
   of Labour Solutions Australia Proprietary Limited(LSA). The prior year 
   transaction costs refer to the acquisition of Paxus Holdings Proprietary 
   Limited (Paxus) as per the notes to the audited annual financial 
   statements for the year ended 28 February 2013.

Comments
Overview
The financial year ended 28 February 2014 delivered a year of solid profit
growth.

In this regard, Group revenues increased by 37% to R11,8 billion, while 
normalised earnings before interest, tax and depreciation (EBITDA) of 
R544,4 million were 29% ahead of the prior year’s figure. Normalised 
earnings per share of 384,3 cents were 13% ahead of the prior year.

South Africa
The blue-collar operations continued to perform particularly well. 
Specifically,  SUN  had  an  exceptional  year.  While  COG  and  Capacity 
performed in line with expectations, there were mixed fortunes. Both 
businesses lost volume to certain clients automating and mechanising 
previously labour-intensive processes but were able to more than recover 
these lost volumes elsewhere by way of market share gains.

This move to automation and mechanisation is reflective of employers 
responding to a turbulent labour market which is characterised by militant 
strike action in pursuit of above-inflationary wage demands, the threat of 
new,  cumbersome  labour  legislation  and  economic  uncertainty  in  a 
relatively lacklustre economy.

The white-collar contracting and permanent recruitment businesses were 
generally flat year on year, while business process outsourcing (BPO) 
businesses reflected an overall year-on-year decline in profits which was 
largely as a result of the pricing pressure in the business of FMS. This 
decline was partially offset by the solid performance of the financial 
services business which offers relevant and affordable financial and 
wellness products and services to contract workers.

Training was adversely affected by a dramatic decline in the volume of 
learnerships registered due to administrative challenges experienced by 
the responsible Sector Education and Training Authority (SETA).

Rest of Africa, Asia and Australia
The Group’s African operations, which focus predominantly in the areas of 
mining, oil, gas, exploration and related infrastructure development, 
achieved exceptional growth in profitability to the extent of now being a 
material contributor to overall Group profit.

The January 2013 acquisition of Australian IT contracting business, Paxus, 
has bedded down well and performed in line with expectations in a 
relatively flat employment market.

Recent blue-collar acquisition, Labour Solutions Australia (LSA), has also 
settled into the Group well although it has only been included in the 
Group’s financial results since 3 December 2013.

LSA’s particular focus is on the buoyant Australian agricultural sector, 
which should stand it in good stead for the future.

Indian associate IT solutions business, Nihilent, in which the Group owns 
a 35% stake through subsidiary, Paracon, had an outstanding year also 
making a meaningful contribution to overall profitability.
General
During the year, the Group successfully implemented a significant upgrade 
of
its Microsoft Dynamics AX ERP system. This followed the outsourcing of the 
shared service centre to Indian-based Genpact during FY2013.

Both of these initiatives are aimed at improving the cost competitiveness 
of the Group, ensuring optimised, standardised, automated and cost- 
competitive transactional processing across all business lines as well as 
enhancing controls and governance standards.

These initiatives have each been major under-takings in their own right. 
The focus has been on limiting implementation risk as well as on ensuring 
they are correctly bedded down and integrated within the business. While 
not yet delivering the cost advantage we seek, with some fine tuning and 
as these new practices and procedures become fully embedded in the 
organisation, meaningful benefits should be realised.

During the year, the Group implemented a new Broad-Based Black Economic 
Empowerment (BBBEE) deal ensuring compliance with the South African 
Department of Trade and Industry’s revised BBBEE Codes of Good Practice.

Compliance with BBBEE and transformation best practices is both a key 
strategic objective and imperative of the Group.

Financial overview
Headline earnings per share of 188,6 cents per share for the year ended 28
February 2014 were 20% lower than the 236,7 cents per share for the 
comparative period. As disclosed in the interim results, as a consequence 
of the 2013 BBBEE deal being finalised and implemented with effect 27
August 2013, International Financial Reporting Standards (IFRS) require 
that R87 million be expensed as a one-off, non cash flow, share-based 
payment charge to profits.

Given the above accounting treatment and other IFRS non-cash flow charges 
to profit and loss, the Group has consistently disclosed that its primary 
measure  of  performance  is  normalised  earnings.  In  this  regard, 
shareholders are referred to the statement of consolidated normalised 
earnings contained in this announcement.

Normalised earnings per share of 384,3 cents for the year ended 28
February 2014 were 13% ahead of the 341,1 cents per share for the 
comparative period as a result of increased contributions from the blue- 
and white-collar businesses and the first full year inclusion of the 
Australian business Paxus and the three-month inclusion of LSA. Gross 
profit margins are lower than the prior year due mainly to changes in 
business mix. As a direct consequence of such mix changes, normalised 
EBITDA margins decreased marginally to 4,6% (FY2013: 4,9%). The Group’s 
normalised EBITDA margin, exclusive of the Australian contribution, was
5,1% (2013: 5,0%). Operating cost control remained robust as evidenced by 
an improvement in the expense ratio (operating cost to revenue) to 14,3% 
(FY2013: 15,5%).

The Group’s overall normalised effective tax rate has increased to 25% 
(2013: 20%). This is in line with management’s expectations and was mainly
attributable to decreased deductions claimed in respect of registered 
learnerships in compliance with the Income Tax Act.

Cash management is a key part of the business model and an ongoing focus 
area for management. Cash generated from operations before working capital 
increased 32% mainly due to the higher level of profitability and other 
non-cash  flow  adjustments.  The  cash-to-cash  cycle  (working  capital) 
remains a priority and in this regard the days settlement outstanding 
(DSO) totalled 48 days (FY2013: 41 days). This disappointing result was 
achieved in the context of the continued challenging collections 
environment. Subsequent to year-end, given ongoing management attention, 
the DSO has improved.

During the current year, the Group incurred a 21% increase in respect of 
net finance charges, mainly as a result of the higher levels of business 
activity and the first full-year, annualised effect of the interest 
arising on the Paxus acquisition-related debt.

While the Group’s cash position would support a cash dividend, the Group 
is in a growth cycle and, as such, the board believes it appropriate to 
retain cash resources so as to take advantage of opportunities. 
Accordingly, the board has opted to issue a scrip distribution that allows 
for an incremental increase in capital. This scrip distribution provides 
shareholders with the flexibility to opt for a cash dividend alternative.

Acquisition of business
As referred to above, the acquisition of LSA was concluded with effect 3
December 2013. As such, it has been included in Group profits for three 
months of this financial year. In terms of IAS 34 requirements, the profit 
before tax from LSA included in Group net profit before tax for the year 
ended February 2014 is R11,7 million after taking account of non-cash flow 
IFRS charges and acquisition-related transaction costs. Had the business 
combination been effective from 1 March 2013, the revenue of the Group 
would have been R12,2 billion and net profit after tax would have totalled 
R187 million. The directors of the Group consider these numbers to 
represent an approximate measure of the performance of the combined Group 
on an annualised basis and provide a reference point for comparison in 
future periods. In addition, the Group undertook other minor transactions, 
inter alia the acquisitions of the balance of 30% share in All About 
Project Management Proprietary Limited and made an increased investment in 
Envisionme. All of these transactions were funded out of working capital 
and their contributions to Group revenues and profits are considered
immaterial.









Total purchase consideration for all business
Reviewed     Audited

2014        2013

Total       Total

R’000       R’000
combinations                                           268 691     682 033

Previously held investment in associate                       –     (1 
425)
268 691     680 608

Less: Cash and cash equivalents acquired               (10 010)    (52 
529) Net purchase consideration for all business
combinations                                           258 681     628 079

Cash movement on acquisition of businesses
Net purchase consideration for all business
combinations                                           258 681     628 079

Net proceeds from issue of shares                     (254 844)   (361 
212) Issue of ordinary shares                              (256 041)   
(366 340) Capitalisation of transaction costs – raising of
equity on acquisition                                    1 197       5 128

Cash outflow on acquisition of business                   3 837     266 
867
In complying with the IFRS statement on purchase accounting (IFRS 3),the 
Group determined the fair value of the assets and liabilities acquired on 
the acquisition of the businesses is as follows:

2014      2013

R’000                                     LSA   Other    Total     Total

Property, plant and equipment            3 083      90    3 173     5 155

Intangible assets                       64 243  14 236   78 479   205 038

Deferred tax asset                       1 680       –    1 680         – 
Trade and other receivables             35 426       –    35 426   334 969
Doubtful debts provisions                    –       –        –     (673) 
Non-controlling interest                   249       –      249     (436) 
Cash and cash equivalents               10 010       –    10 010    52 529
Non-current liabilities                  (998)       –    (998)         – 
Trade and other payables              (27 311) (1 470) (28 781) (135 507) 
Provisions                                  –       –        –  (20 432) 
Deferred taxation                     (12 481) (5 570) (18 051)   (9 136)
73 901   7 286   81 187   431 507

Resulting goodwill on acquisition*     182 562   4 942  187 504   249 101

Previously held investment in
associate                                   –       –        –     1 425

Total consideration                    256 463  12 228  268 691   682 033



* The goodwill in LSA arose because the cost of the combination included a 
 control  premium.  In  addition,  the  consideration  paid  for  the 
combination  effectively  includes  amounts  in  relation  to  expected 
benefits, revenue growth and future market developments.

Basis of preparation
The condensed consolidated financial results are prepared in accordance 
with  the  Listings  Requirements  for  provisional  reports  and  the 
requirements of the Companies Act of South Africa. The Listings 
Requirements  require  that  the  provisional  financial  statements  are
prepared in accordance with the conceptual framework, the measurement and 
recognition  requirements  of  the  International  Financial  Reporting 
Standards (IFRS), the SAICA Financial Reporting Guides as issued by the 
Accounting Practices Committee, the Financial Reporting Pronouncements as 
issued by the Financial Reporting Standards Council and, as a minimum, 
requires that they contain the information required by IAS 34 Interim 
Financial Reporting. The accounting policies applied in the preparation of 
 the  consolidated  financial  statements  from  which  the  condensed 
financial statements were derived are in terms of IFRS and are consistent 
with those accounting policies applied in the preparation of the previous 
consolidated annual financial statements, even after the adoption of 
applicable new standards which had no impact.

The financial results have been prepared by the Group Financial Manager, A 
Viljoen (BCom Honours), and supervised by the Chief Financial Officer, AM 
Sher (CA(SA), CFA).

Contingent liabilities and commitments
The bank has guaranteed R7,6 million (FY2013: R9,3 million) on behalf of 
the Group to creditors. As at the balance sheet date the Group has 
outstanding operating lease commitments totalling R171,7 million (FY2013: 
R152,5 million) in non-cancellable property leases. The Group has IT 
capital  commitments  contracted  for,  of  R2,9  million  (FY2013:  R15,5 
million) relating to the Microsoft Dynamix AX 2012 upgrade.

Changes to the board of Adcorp
Mr M Spicer was appointed as an independent non-executive director on 
Wednesday, 21 August 2013 and has joined the Group Audit and Risk 
Committee and Remuneration and Nominations Committee.

Mr B Bulunga was appointed as an executive director on Wednesday, 27
February 2014.

Payment of a scrip distribution with a cash dividend election
Notice is hereby given that the directors have resolved, subject to 
shareholder approval at the annual general meeting (AGM) to be held on or 
about Wednesday, 6 August 2014, to issue fully paid shares in the Company 
as a scrip distribution to ordinary shareholders. Fully paid ordinary 
shares of 2,5 (two and a half) cents each will be issued as a scrip 
distribution payable to ordinary  shareholders recorded in the register of 
Adcorp Holdings Limited on the record date, being Friday, 29 August 2014.

Ordinary shareholders will be entitled, in respect of all or part of their 
shareholding, to elect to receive a cash dividend of 80 cents per ordinary 
share in lieu of the scrip distribution, which will be paid only to those 
ordinary shareholders who elect in respect of all or part of their 
shareholding, on or before 12:00 on Friday, 29 August 2014, to receive the 
cash dividend. The cash dividend will be paid out of profits of Adcorp, 
while the new ordinary shares to be issued pursuant to the scrip 
distribution will be issued as a capitalisation issue by way of 
capitalisation of part of Adcorp’s share premium.

The number of new ordinary shares to which ordinary shareholders 
participating in the scrip distribution will become entitled, will be
determined in the ratio that 80 cents multiplied by 1,10 bears to the 
volume-weighted average price (VWAP) of ordinary shares in Adcorp on the 
JSE Limited (JSE) during the five-day trading period ending Thursday, 31
July 2014.

Details of the ratio will be released on the Stock Exchange News Service 
of the JSE (SENS) by no later than 11:00 on Friday, 1 August 2014 and 
published in the South African press the following day.

In terms of the SENS announcement in respect of this corporate action, as 
referred to above, the receipt of the new ordinary shares in terms of the 
scrip distribution alternative will not constitute a dividend in terms of 
the current legislation which is in force. The scrip distribution will 
constitute a receipt of a capital nature and will not be subject to 
dividends tax. The new ordinary shares which are acquired under the scrip 
distribution alternative will be treated as having been acquired for nil 
consideration. Pursuant to the ratio referred to above, where shareholder 
entitlement to new ordinary shares gives rise to a fraction of a new 
ordinary share, such fraction of a new ordinary share will be rounded up 
to the nearest whole number where the fraction is greater than or equal to
0,5 and rounded down to the nearest whole number where the fraction is 
less than 0,5.

In determining the dividends tax (DT) of 15% to withhold in terms of the 
Income Tax Act for those shareholders who elect to receive the cash 
dividend and who are not exempt from the DT, no secondary tax on companies 
(STC) credits have been utilised. Shareholders who are not exempt from the 
DT will therefore receive a net dividend of 68 cents per share net of DT. 
The Company has 100 091 776 ordinary shares in issue and its income tax 
reference number is 9233/680/71/0.

The above dates are subject to change. Any changes will be released on
SENS and published in the South African press.

A circular relating to the scrip distribution and the cash dividend 
alternative will be posted to shareholders on or about Friday, 27 June
2014. The proposed salient dates and times of the scrip distribution with 
a cash dividend election appears in a SENS announcement dated 28 May 2014.

Events after the reporting period
Subsequent to the end of the financial year ended 28 February 2014 and 
prior to the approval of these reviewed consolidated provisional Group 
results, the Group entered into a transaction. As announced on SENS, the 
Group acquired approximately 29% of the issued shares in Kelly Group 
Limited for a consideration of R73,8 million and submitted an expression 
of interest to the board of Kelly to acquire the balance of the issued 
shares.

Auditor’s report
The results have been reviewed by the independent auditors, Deloitte & 
Touche, and a copy of their unmodified review report is available for 
inspection at the registered office of the Company, Adcorp Office Park, 
corner William Nicol and Wedgewood Link, Bryanston. The review was 
performed in accordance with ISRE2410 Review of Interim Financial 
Information Performed by the Independent Auditor of the Entity. Any
reference to future financial performance included in this announcement 
has not been reviewed or reported on by the Company’s auditors.

Outlook
The outlook for growth in employment in South Africa and Australia remains 
relatively lacklustre, while the rest of Africa and Asia hold far more 
promise with regard to general employment prospects. These macro trends 
aside, the Group is well positioned strategically and should benefit from 
the following industry-specific and micro trends.

Many large employers have tended to engage with fewer staffing providers 
opting for a more strategic approach to their resourcing requirements. 
Typically, this has favoured the Master Service Provider (MSP) model with 
regard to the sourcing of contract staff and the Recruitment Process 
Outsourcing (RPO) model with regard to the sourcing of permanent staff.

These resourcing models require a far higher degree of sophistication, 
innovation, financial stability, technical capability, geographic reach 
and, in the South African context, acceptable BBBEEE credentials on the 
part of the staffing providers than in the past. This has tended to favour 
the larger, more sophisticated providers such as Adcorp and has led to a 
trend to consolidation in the industry with resultant market share gains 
for the Adcorp Group. This trend is expected to continue for the 
foreseeable future and also offers opportunities to acquire quality assets 
at realistic prices.

For quite some time, the Group’s South African staffing operations have 
been the subject of much speculation regarding proposed changes to labour 
legislation aimed at restricting the use of contract workers.

It now appears that legislative certainty may finally be a reality with 
regard to the promulgation of the new Labour Relations Act (LRA). The 
proposed changes to the LRA should generally be positive for the business 
although potentially negative for employment prospects in South Africa.

With youth unemployment in South Africa being a major focus area for 
Government, the recently introduced Employment Tax Incentive (ETI) will 
also benefit the Group for so long as the scheme remains in place.

The Group’s appropriate strategic positioning, its geographic focus on 
Africa and the Asia Pacific regions, the diversification of its product 
and service range, its financial strength and sophistication of offerings, 
the potential for consolidation and market share gains in the South 
African market, prospective legislative certainty with regard to the new 
LRA and the potential for further optimisation back office operations all 
bode well for the future prospects of the Adcorp Group.

By order of the board

MJN Njeke     RL Pike                  AM Sher
Chairman      Chief Executive Officer  Chief Financial Officer

28 May 2014


Corporate information
Executive directors
C Bomela, BE Bulunga, RL Pike (Chief Executive Officer), AM Sher, PC Swart

Non-executive directors
GP Dingaan, NS Ndhlazi, MR Ramaite

Independent non-executive directors
MJN Njeke (Chairman), ME Mthunzi, TDA Ross, SN Mabaso-Koyana, M Spicer

Alternate non-executive directors
C Maswanganyi, L Mojela

Physical address
Adcorp Office Park
Nicolway Bryanston
Cnr William Nicol Drive and Wedgewood Link
Bryanston, 2021
PO Box 70635, Bryanston, 2021
Tel:  011 244 5300
Fax: 011 244 5310
Email: cfo@adcorp.co.za
Registration number 1974/001804/06

Acting Company Secretary
AM Sher
Transfer secretaries
Link Market Services SA (Pty) Ltd
Rennie House
13th floor
19 Ameshoff Street
Braamfontein

Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
Building 6, Deloitte Place
The Woodlands
20 Woodlands Drive
Woodmead, Sandton
2146


Date: 28/05/2014 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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