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RAND MERCHANT INSURANCE HLDGS LTD - Summarised, audited results announcement and cash dividend declaration for year ended 30 June 2014 and board changes

Release Date: 11/09/2014 08:00
Code(s): RMI     PDF:  
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Summarised, audited results announcement and cash dividend declaration for year ended 30 June 2014 and board changes

RAND MERCHANT INSURANCE HOLDINGS LIMITED
Registration number: 2010/005770/06
JSE ordinary share code: RMI
ISIN code: ZAE000153102
(RMI)

Summarised, audited results announcement and cash dividend declaration for the year ended 30 June 2014 and board changes 

KEY HIGHLIGHTS

Normalised earnings +18% to 203.4 cents

Ordinary dividend +14% to 108.0 cents

Market value +30% to 3 278 cents

Economic environment
The operating environment remained difficult throughout the financial year. This was largely as a consequence of uncertainty in the global macro-economic arena
combined with subdued domestic demand growth and protracted industrial action in the mining sector.

Economic activity in the United States experienced a gradual recovery. This allowed the US Federal Reserve to taper its asset purchases. The expected increase in
US interest rates impacted on foreign capital flows to emerging markets. South Africa, with its large current account deficit, was negatively impacted by the
slow-down in capital flows. This led to the further weakening of the Rand, which translated into higher domestic inflation and triggered the start of a higher
interest rate cycle.

Local operating conditions were economically challenging and highly competitive. Equity markets increased strongly throughout the year, while interest rate
volatility continued. Consumer confidence remained fragile with ongoing labour challenges, unemployment, indebtedness and inflation reducing disposable and
investible income.

While some of these headwinds also affected the rest of the sub-Saharan region, GDP growth in many African countries, however, is proving to be resilient, with
some economies continuing to expand at a brisk pace. In those countries, domestic demand - fuelled by credit growth and investment in infrastructure
development - remained the major catalyst.

Overview of results

Notwithstanding such a challenging background, all of the businesses in which RMI are invested produced satisfying results, with strong growth in normalised
earnings being recorded by Discovery and OUTsurance, driven largely by the performance of their offshore operations.

Normalised earnings
                                                                                                    for the year ended 30 June
                                                                                                                Restated
                                                                                                  2014              2013
R million                                                                                      Audited           Audited          % change

Discovery                                                                                        3 457             2 787                24
MMI                                                                                              3 621             3 241                12
OUTsurance                                                                                       1 448             1 209                20
RMBSI                                                                                              101                89                13


As a result, the earnings derived by RMI from its investments in these companies were as follows:

                                                                                                    for the year ended 30 June
                                                                                                                Restated
                                                                                                  2014              2013
R million                                                                                      Audited           Audited          % change

Normalised earnings from:
Discovery                                                                                          866               699                24
MMI                                                                                                899               803                12
OUTsurance                                                                                       1 219             1 031                18
RMBSI                                                                                               78                70                11

                                                                                                 3 062             2 603                18
Funding and holding company costs                                                                  (40)              (37)               (8)

Normalised earnings                                                                              3 022             2 566                18
Normalised earnings per share (cents)                                                            203.4             172.6                18

RMI regards normalised earnings as the appropriate basis to evaluate business performance as it eliminates the impact of non-recurring items and accounting
anomalies.
A reconciliation of the adjustments made to derive normalised earnings is presented in the accompanying schedules.

MARKET VALUE OF INVESTMENTS

Both Discovery and MMI benefited from a significant market re-rating during the year to 30 June 2014, with their JSE market capitalisation increasing by 16%
and 18% respectively.

Over the year RMI's market capitalisation increased by 30% to R48.7 billion.

On a "look-through" basis, the market value attributed to RMI's interest in OUTsurance (84.7% held) and RMBSI (78.6% held) increased by 47% to R24.1 billion,
reflecting market recognition of the continued progress made in building out OUTsurance's Australian initiative and the strength of its South African franchise.

as at 30 June
R million                                                                                         2014              2013          % change

Market value of interest in:
- Discovery                                                                                     14 383            12 445                16
- MMI                                                                                           10 302             8 701                18

Market value of listed investments                                                              24 685            21 146                17
Implied market value of unlisted investments                                                    24 075            16 337                47

Gross market value of portfolio                                                                 48 760            37 483                30
Net liabilities of the holding company                                                             (59)              (44)              (34)

RMI market capitalisation                                                                       48 701            37 439                30

RMI closing share price (cents)                                                                  3 278             2 520                30


Dividend payment

The board is of the opinion that RMI is adequately capitalised at this stage and that the company will be able to meet its obligations in the foreseeable future
after payment of the dividend declared below. The board is also of the view that, at present, the level of borrowings that the group carries at the center is
appropriate.

In 2013, RMI indicated to the market that it would consider a more active investment strategy following the appointment of Herman Bosman. In July 2014, an
investment team was appointed to assist with the changed strategy. The board has now also considered the impact of the investment activity on dividend policy.
The stated practice of paying out all dividends received from our underlying investments after servicing any funding commitments largely remains in place. Going
forward, in determining dividends, RMI's debt funding capacity and investment pipeline will be considered. For 2014, the board has decided to retain the special
dividend of R196 million to be received from MMI in October 2014.

FINAL DIVIDEND FOR THE 2014 FINANCIAL YEAR

The board resolved to declare a final dividend of 62.0 cents per ordinary share.

Such final dividend, together with the interim dividend of 46.0 cents per ordinary share, brings the total dividend for the year ended 30 June 2014 to 108.0 cents
per ordinary share (2013: 95.0 cents), a year-on-year increase of 14%.

The total dividend is covered 1.9 times (2013: 1.8 times) by the normalised earnings of 203.4 cents per share.

The apparent divergence in the growth in dividends relative to the growth in underlying earnings can be ascribed to OUTsurance re-investing a larger portion of
its earnings in its Australian and New Zealand growth initiatives.

Shareholders are referred to the dividend declaration forming part of this announcement regarding the applicability of dividend withholding tax to the ordinary
dividend.

Outlook

The South African consumer will be placed under further pressure due to the current interest rate hiking cycle. Growth in insurance new business volumes will
remain largely dependent upon the economic environment, including a recovery in employment and stronger disposable income levels.

All of the groups in which RMI are invested face both opportunities and threats posed by the highly regulated environment in which they operate, including
evolving capital regimes as well as social security reform proposals.

Notwithstanding these challenges, RMI expects to benefit from continued organic growth during the coming year.

Board changes

During the current year the following board appointments were made:

- Mr HL Bosman as executive director/chief executive officer designate (2 April 2014).
- Mr JP Burger as independent non-executive director (30 June 2014).
- Mr P Lagerström as independent non-executive director (30 June 2014).

Mr MM Morobe was appointed as independent non-executive director on 1 August 2014.

We extend a warm welcome to all the new appointees.

Mr TV Mokgatlha resigned as an independent non-executive director on 30 June 2014.

As part of a process to achieve compliance with the various prescriptions regarding board structures and corporate governance, Mr L Crouse resigned as
non-executive director effective 30 June 2014 and was appointed as an alternate to Mr JJ Durand on the same date.

Mr Cooper retires, effective 11 September 2014, as chief executive officer and financial director. He will continue to serve on the board in a non-executive
capacity. We would like to express a word of gratitude to Mr Cooper for the value he has created for the equityholders during his career. We wish him well as he
scales back his corporate involvement.

The board has confirmed Mr Bosman as chief executive officer and financial director of RMI effective 11 September 2014. We wish him well in his career with
RMI and look forward to support him in his strategic initiatives.

For and on behalf of the board

GT Ferreira              HL Bosman
Chairman                 Chief executive officer

Sandton
11 September 2014


CASH DIVIDEND DECLARATION

Final cash dividend

Notice is hereby given that a gross final dividend of 62.0 cents per ordinary share payable out of income reserves was declared on 11 September 2014 in respect
of the year ended 30 June 2014.

The company has utilised Secondary Tax on Companies credits amounting to 0.82996 cents per ordinary share. The balance of the dividend will be subject to
Dividend Withholding Tax at a rate of 15%, which will result in a net dividend of 52.82449 cents per ordinary share for those shareholders who are not exempt.

The company's tax reference number is 9469/826/16/9. Its issued share capital at the declaration date is 1 485 688 346 ordinary shares and 648 001 redeemable
preference shares.

Shareholders' attention is drawn to the following important dates:
- Last day to trade in order to participate in the dividend                           Friday, 3 October 2014
- Shares commence trading "ex dividend" on                                            Monday, 6 October 2014
- The record date for the dividend payment will be                                   Friday, 10 October 2014
- Dividend payment date                                                              Monday, 13 October 2014

No de-materialisation or re-materialisation of share certificates may be done between Monday, 6 October 2014 and Friday, 10 October 2014 (both days inclusive).
By order of the board

JS Human
Company secretary
11 September 2014


REVIEW OF INVESTMENT PERFORMANCE

Discovery

Discovery services the healthcare funding and insurance markets in South Africa, the United Kingdom, United States and China. It is a pre-eminent developer of
integrated financial services products and operates under the Discovery Health, Discovery Life, Discovery Insure, Discovery Invest, DiscoveryCard, Vitality, PruHealth,
PruProtect and Ping An Health brand names.

The year to 30 June 2014 was a satisfying period for Discovery:

-   New business grew 15% to R12.2 billion;
-   Normalised headline earnings increased by 24% to R3.5 billion;
-   Embedded value grew 21% to R43.1 billion; while
-   Return on capital amounted to 22.9%.

All businesses are competitively positioned in their respective markets.

The healthcare environment remains complex, characterised by an increasing disease burden, a deepening shortage of physicians, continued upward cost pressure
and legislative reform. Against this backdrop, Discovery Health's performance exceeded expectation: operating profit before tax increased 10% to R1 854 million,
after continued efficiencies were passed onto the medical scheme through a planned scale-related discount; new business increased 4% to R5 billion; and lives
under management grew to 2.9 million.

Discovery Life demonstrated exceptional earnings before tax growth of 23% to R2 591 million over the year, driven by new business growth of 6% to R2 013
million, better than expected claims and lapse results, improved renewal efficiencies and disciplined expense control.

The performance of Discovery Invest over the year exceeded expectation. Earnings before tax increased by 50% to R331 million, driven by high growth of
products sold and strong performance of the market. Assets under management increased to R42 billion.

The scale and relevance of Discovery's UK businesses reflect the benefits of a decade of investment. The combined PruHealth and PruProtect businesses grew
earnings before tax by 33% to R628 million; new business grew 35% to R2 129 million and the combined customer base measured almost 800 000 at the end
of the year.

In the year under review, Ping An Health entrenched its position as the top health insurance player in China and more than doubled new business volumes to
R339 million.

Discovery Insure's new business was exceptional, with 73% growth to R632 million. It is now the fastest growing short-term insurer in South Africa.

RMI included R866 million of Discovery's earnings in its normalised earnings (2013: R699 million).

For an in-depth review of Discovery's performance, RMI's shareholders are referred to www.discovery.co.za.

MMI Holdings

South Africa's third largest insurer, MMI, was formed from the merger of Momentum and Metropolitan. The core businesses of MMI are long-term insurance,
asset management, investment, healthcare administration and employee benefits. Product solutions are provided to all market segments. MMI operates in 12
countries outside of South Africa. It provides for the insurance needs of individuals in the lower, middle and upper income markets, principally under the
Momentum and Metropolitan brand names.

MMI delivered strong financial results for the year under review:

-   Embedded value increased to R40 billion, driven by an excellent 19% return on embedded value;
-   Diluted core headline earnings of R3.6 billion reflected a 12% increase on the prior year;
-   The contribution from operating divisions rose 22% to R3.0 billion; and
-   Targeted merger expense savings of R500 million were achieved ahead of time.

MMI invested or committed in excess of R2.5 billion in growth initiatives during the year. Each of its business segments is implementing plans to grow the group
through client-centricity. MMI believes that the group has identified and is implementing innovative strategies to unlock value and generate the required return on
capital for shareholders over time.

RMI included R899 million of MMI's earnings in its normalised earnings (2013: R803 million).

For an in-depth review of MMI's performance, RMI's shareholders are referred to www.mmiholdings.com.

OUTsurance

OUTsurance is a direct personal lines and small business short-term insurer. Pioneers of the OUTbonus concept, it has grown rapidly by applying a scientific
approach to risk selection, product design and claims management. Its South African direct life insurance business continues to gain traction.

Youi, the group's direct personal lines initiative in Australia, has achieved scale and is trading profitably. Youi New Zealand was launched in July 2014 and provides
personal lines insurance cover directly to the New Zealand public.

OUTsurance delivered another strong financial and operational performance for the year under review. The group achieved 20% growth in headline earnings to
R1 448 million and a return on equity of 38.4%. The significant driver behind the growth in OUTsurance's earnings is attributed to the profitability of Youi, which
generated R231 million in headline earnings.

OUTsurance achieved 35% growth in the annualised new business written.

- Youi delivered excellent new business growth as the business continues to gain traction and solidify its presence in the Australian market.
- The South African business delivered an encouraging increase in new business written in an environment where premium inflation continues to track below
consumer inflation.

The strong new business volume growth translated into 25% growth in the group's gross written premium income to R10.4 billion.

Since its launch in 2008, Youi has through good operational execution, the creation of a powerful brand and management focus, grown to be a notable and
profitable player in the Australian market. Youi now contributes 39% of the group's turnover and 15% of the group's profits.

RMI included R1 219 million of OUTsurance's earnings in its normalised earnings (2013: R1 031 million).

For an in-depth review of OUTsurance's performance, RMI's shareholders are referred to www.outsurance.co.za.

RMB Structured Insurance

RMBSI holds both short-term and life insurance licenses. It creates bespoke insurance and financial risk solutions for South Africa's large corporations by using
sophisticated risk techniques and innovative financial structures. In addition, it partly owns a portfolio of underwriting management agencies.

RMBSI continues to focus on a diversified business strategy to bolster its retainer base income on the back of the more traditional insurance business. This
continues to bear fruit and the business mix is trending in the right direction.

Shareholder profit after tax for the year to June 2014 amounted to R101 million (2013: R89 million).

RMI included R78 million of RMBSI's earnings in its normalised earnings (2013: R70 million).

BASIS OF PREPARATION OF RESULTS

The accompanying audited summarised financial results for the year ended 30 June 2014 reflect:

- the consolidation of the operations of Rand Merchant Insurance Holdings Limited (RMI) and its subsidiaries, including OUTsurance Holdings Limited (OUTsurance)
and RMB-SI Investments Proprietary Limited (RMBSI); and
- RMI's proportionate interest in its associates, Discovery Limited (Discovery) and MMI Holdings Limited (MMI), which have been equity accounted.

The annual financial statements for the year ended 30 June 2014, to which this summarised results announcement relates, were prepared in accordance with:
- International Financial Reporting Standards (IFRS), including IAS 34: Interim financial reporting;
- the requirements of the South African Companies Act, Act 71 of 2008, as amended; and
- the Listings Requirements of the JSE Limited.

Schalk Human CA(SA) prepared these consolidated financial results under the supervision of Peter Cooper CA(SA).

The accounting policies applied are consistent with those applied in the previous financial year, except for:

- the change in accounting policy governing the treatment of deferred acquisition costs for short-term and long-term insurance contracts as set out in the
accompanying schedules; and
- changes required by the mandatory adoption of new and revised IFRS. The adoption of IFRS 10: Consolidated financial statements had resulted in the
consolidation and non-consolidation of certain entities by RMI's associates without any impact on the profit or net asset value of these associates in previous
accounting periods. As a result of this, the restatements made by RMI's associates as required by IFRS 10 had no impact on RMI's results as previously reported.
RMI has included the disclosures required by IAS 34.16A(j) in respect of IFRS 13: Fair value measurement in this results announcement.

The summarised consolidated financial statements for the year ended 30 June 2014 have been audited by PricewaterhouseCoopers Inc., who expressed an
unmodified opinion thereon. Unless the financial information is specifically stated as audited, it should be assumed it is unaudited. The forward looking
information has not been commented or reported on by RMI's auditors.

The auditors' report does not necessarily cover all the information contained in this announcement. Shareholders are therefore advised that in order to obtain a
full understanding of the nature of the auditors' engagement, they should obtain a copy of the auditors' report together with the accompanying financial
statements. RMI’s board of directors take full responsibility for the preparation of this announcement.

The auditors expressed an unmodified opinion dated 11 September 2014 on the financial statements from which these summarised consolidated financial
statements were derived. A copy of the auditors’ report on the summarised consolidated financial statements and of the auditors’ report on the consolidated
financial statements are available for inspection at RMI’s registered office, 3rd Floor, 2 Merchant Place, corner Fredman Drive and Rivonia Road, Sandton, together
with the financial statements identified in the respective auditors’ reports.

EFFECTIVE INTEREST

RMI's effective interest in the group entities is different from the actual holdings as a result of the following consolidation adjustments:

-   treasury shares held by the group entities;
-   shares held by consolidated share incentive trusts;
-   "deemed" treasury shares arising from BEE transactions entered into; and
-   "deemed" treasury shares held by policyholders and mutual funds managed by them.

At 30 June 2014 the effective interest held by RMI can be compared to the actual interest in the statutory issued share capital of the companies as follows:

                                                                                                 30 June 2014               30 June 2013
                                                                                             Effective       Actual     Effective       Actual
                                                                                               Audited      Audited       Audited      Audited

Discovery                                                                                        25.8%        25.0%         26.7%        25.0%
MMI                                                                                              25.2%        25.0%         25.2%        25.0%
OUTsurance                                                                                       84.7%        83.4%         85.3%        83.4%
RMBSI                                                                                            78.6%        76.4%         79.1%        76.4%



SUMMARISED CONSOLIDATED INCOME STATEMENT
                                                                                                  for the year ended 30 June

                                                                                                               Restated
                                                                                                   2014            2013           %
R million                                                                                       Audited         Audited      change

Earned premiums net of reinsurance                                                               10 020           7 869          27
Fee and other income                                                                                138             146          (5)
Investment income                                                                                   625             631          (1)
Profit on sale of subsidiary                                                                          -              38        (100)
Net fair value gains on financial assets                                                            804             560          44

Income                                                                                           11 587           9 244          25
Net claims paid                                                                                  (4 938)        (3 873)          27
Fair value adjustment to investment contracts and insurance contract provisions                    (880)        (1 010)         (13)
Fair value adjustment to financial liabilities                                                     (191)          (201)          (5)
Acquisition, marketing and administration expenses                                               (3 096)        (2 367)          31

Profit before finance costs, share of after tax results of associates and taxation                2 482           1 793          38
Finance costs                                                                                       (79)          (125)         (37)
Share of after tax results of associates                                                          1 776           1 179          51

Profit before taxation                                                                            4 179           2 847          47
Taxation                                                                                           (870)           (391)       >100

Profit for the year                                                                               3 309           2 456          35

Attributable to:
Equity holders of RMI                                                                             3 053           2 255          35
Non-controlling interests                                                                           256             201          27

Profit for the year                                                                               3 309           2 456          35


COMPUTATION OF HEADLINE EARNINGS
                                                                                                  for the year ended 30 June

                                                                                                               Restated
                                                                                                   2014            2013           %
R million                                                                                       Audited         Audited      change

Earnings attributable to equity holders                                                           3 053           2 255          35
Adjustment for:
 (Profit)/loss on dilution of shareholding                                                         (135)             11
 Realised profit on sale of available-for-sale financial assets                                     (49)             (1)
 Intangible asset impairments                                                                         8               1
 Loss on disposal of property and equipment                                                           2               -
 Profit on sale of subsidiary                                                                         -             (24)

Headline earnings attributable to equity holders                                                  2 879           2 242          28


SOURCES OF HEADLINE EARNINGS

                                                                                                  for the year ended 30 June
                                                                                                               Restated
                                                                                                   2014            2013           %
R million                                                                                       Audited         Audited      change

Headline earnings from:
- Discovery                                                                                         802             551          46
- MMI                                                                                               807             628          29
- OUTsurance                                                                                      1 229           1 031          19
- RMBSI                                                                                              81              69          17

                                                                                                  2 919           2 279          28
Funding and holding company costs                                                                   (40)            (37)         (8)

Headline earnings                                                                                 2 879           2 242          28


COMPUTATION OF NORMALISED EARNINGS
                                                                                                  for the year ended 30 June

                                                                                                               Restated
                                                                                                   2014            2013           %
R million                                                                                       Audited         Audited      change

Headline earnings attributable to equity holders                                                  2 879           2 242          28

RMI's share of normalised adjustments made by associates:                                           189             341

 Amortisation of intangible assets relating to business combinations                                173             171
 Net realised and fair value gains on shareholders' assets                                         (136)            (85)
 Fair value adjustment to puttable non-controlling interest financial liability                      50              33
 Corporate restructuring expenses                                                                    43              15
 Basis and other changes and investment variances                                                    40              92
 Finance costs raised on puttable non-controlling interest financial liability                       39              41
 Non-controlling interest adjustment if no put options                                              (20)            (10)
 Recapture of reinsurance                                                                             -              84

Group treasury shares                                                                               (46)            (17)

Normalised earnings attributable to equity holders                                                3 022           2 566          18


COMPUTATION OF EARNINGS PER SHARE
                                                                                                  for the year ended 30 June

                                                                                                               Restated
                                                                                                   2014            2013           %
R million                                                                                       Audited         Audited      change

Earnings attributable to equity holders                                                           3 053           2 255          35

Headline earnings attributable to equity holders                                                  2 879           2 242          28

Number of shares in issue (millions)                                                              1 486           1 486           -
Weighted average number of shares in issue (millions)                                             1 484           1 483           -

Earnings per share (cents)                                                                        205.8           152.0          35
Diluted earnings per share (cents)                                                                203.6           151.0          35
Headline earnings per share (cents)                                                               194.0           151.1          28
Diluted headline earnings per share (cents)                                                       191.9           150.1          28

Computation of normalised earnings per share

Weighted average number of shares in issue (millions)                                             1 486           1 486
Normalised earnings per share (cents)                                                             203.4           172.6          18
Diluted normalised earnings per share (cents)                                                     201.3           171.3          18
Dividend cover (relative to normalised earnings)                                                    1.9             1.8

Dividend per share (cents)

Interim dividend                                                                                   46.0            40.0          15
Final dividend                                                                                     62.0            55.0          13

Total dividend                                                                                    108.0            95.0          14


SUMMARISED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                                                                  for the year ended 30 June

                                                                                                               Restated
                                                                                                   2014            2013           %
R million                                                                                       Audited         Audited      change

Profit for the year                                                                               3 309           2 456          35
Other comprehensive income for the year
Items that may subsequently be reclassified to income

 Currency translation differences                                                                   125              71          76
 Fair value movement on available-for-sale financial assets                                          41              19        >100
 Deferred taxation relating to fair value movement on avaiable-for-sale financial assets            (16)              -           -

Share of other comprehensive income of associates                                                   108             173         (38)

 Items that may subsequently be reclassified to income, after taxation                               74             173         (57)
 Items that will not be reclassified to income, after taxation                                       34               -           -

Other comprehensive income for the year                                                             258             263          (2)

Total comprehensive income for the year                                                           3 567           2 719          31

Total comprehensive income attributable to:
Equity holders of RMI                                                                             3 288           2 505          31
Non-controlling interests                                                                           279             214          30

Total comprehensive income for the year                                                           3 567           2 719          31


SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                                                                           as at 30 June

                                                                                                             Restated         Restated
                                                                                               2014              2013      1 July 2012
R million                                                                                   Audited           Audited          Audited

Assets
Property and equipment                                                                          520               460              413
Goodwill and other intangible assets                                                            110                43               50
Investments in associates                                                                    11 582            10 442            9 864
Financial assets                                                                              6 861             7 781            7 603
Loans and receivables including insurance receivables                                         3 078             1 668              998
Deferred acquisition cost                                                                       357               250              180
Reinsurance contracts                                                                           301               275              273
Deferred taxation                                                                               232               334              385
Disposal group held for sale                                                                      -                 -              211
Cash and cash equivalents                                                                     4 725             2 664            2 462

Total assets                                                                                 27 766            23 917           22 439

Equity
Share capital and premium                                                                    13 592            13 632           13 614
Reserves                                                                                      1 886                95             (316)

Capital and reserves attributable to equity holders of the company                           15 478            13 727           13 298
Non-controlling interests                                                                       899               614              645

Total equity                                                                                 16 377            14 341           13 943

Liabilities
Insurance contracts                                                                           5 948             4 797            3 669
Share-based payment liability                                                                   145                50                -
Financial liabilities                                                                         3 704             3 601            3 730
Payables and provisions                                                                       1 189               913              700
Deferred taxation                                                                               379               176              324
Taxation                                                                                         24                39               14
Disposal group held for sale                                                                      -                 -               59

Total liabilities                                                                            11 389             9 576            8 496

Total equity and liabilities                                                                 27 766            23 917           22 439


STATEMENT OF CHANGES IN EQUITY
                                                                                                     Transac-
                                                                           Share                        tions
                                                                         capital        Equity      with non-                                Non-
Audited                                                                      and     accounted    controlling      Other   Retained   controlling      Total
R million                                                                premium      reserves      interests   reserves   earnings     interests     equity

Balance as at 1 July 2012
- As originally stated                                                    13 614           420         (2 071)        88      1 133           626     13 810
- Change in accounting policy                                                  -             -              -          3        111            19        133

Restated balance as at 1 July 2012                                        13 614           420         (2 071)        91      1 244           645     13 943
Total comprehensive income for the year                                        -           173              -         77      2 255           214      2 719
Dividend paid                                                                  -             -              -          -     (2 154)         (189)    (2 343)
Income of associates retained                                                  -           271              -          -       (271)            -          -
Movement in treasury shares                                                   18            21              -          -          -             -         39
Transactions with non-controlling interests                                    -            22              -          -          -             -         22
Profit on preference share buy-back                                            -            28              -          -          -             -         28
Sale of subsidiary                                                             -             -              -         (1)         -           (75)       (76)
Share-based payment reserve                                                    -             -              -          1          -             -          1
Change from equity-settled to cash-settled scheme                              -             -              -         (9)        (2)           (2)       (13)
Change in reserves due to a change in holding                                  -             -              -         13        (13)           21         21

Balance as at 30 June 2013                                                13 632           935         (2 071)       172      1 059           614     14 341
Total comprehensive income for the year                                        -           108              -        127      3 053           279      3 567
Dividend paid                                                                  -             -              -          -     (1 500)         (149)    (1 649)
Income of associates retained                                                  -         1 043              -          -     (1 043)            -          -
BEE cost                                                                       -             1              -          -          -             -          1
Movement in treasury shares                                                  (40)            7              -          -          -             -        (33)
Transactions with non-controlling interests                                    -             -             (5)         -          -            (2)        (7)
Issue of share capital to non-controlling interests by a subsidiary            -             -              -          -          -           122        122
Change in reserves due to a change in holding                                  -             -              -         44        (44)           35         35

Balance as at 30 June 2014                                                13 592         2 094         (2 076)       343      1 525           899     16 377


SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                      for the year ended 30 June

                                                                             2014           2013
R million                                                                 Audited        Audited

Cash available from operating activities                                    2 214          3 076
Dividends paid                                                             (1 500)        (2 154)
Investment activities                                                       1 471            351
Financing activities                                                         (307)        (1 164)

Net increase in cash and cash equivalents                                   1 878            109
Unrealised foreign currency translation adjustments                           183             93
Cash and cash equivalents at the beginning of the year                      2 664          2 462

Cash and cash equivalents at the end of the year                            4 725          2 664


SEGMENT REPORT
The segmental analysis is based on the management accounts prepared for the group.
                                                                                                                                                                 RMI
                                                                                    Discovery        MMI     OUTsurance            RMBSI          Other(1)     group
R million                                                                             Audited    Audited        Audited          Audited        Audited      Audited

Year ended 30 June 2014
Operating profit                                                                            -          -          2 080              358             44        2 482
Finance costs                                                                               -          -             (1)             (15)           (63)         (79)
Share of after tax results of associates                                                  971        793             10                2              -        1 776

Profit/(loss) before taxation                                                             971        793          2 089              345            (19)       4 179
Taxation                                                                                    -          -           (623)            (244)            (3)        (870)

Profit/(loss) for the year                                                                971        793          1 466              101            (22)       3 309

Normalised earnings                                                                       866        899          1 448              101           (292)       3 022

Assets                                                                                      -          -          9 765            5 667            642       16 074
Associates                                                                              5 291      6 212             26               53              -       11 582
Intangible assets                                                                           -          -            107                1              2          110

Total assets                                                                            5 291      6 212          9 898            5 721            644       27 766

Total liabilities                                                                           -          -          5 445            5 239            705       11 389

Year ended 30 June 2013 - Restated
Operating profit                                                                            -          -          1 814              (36)            15        1 793
Finance costs                                                                               -          -             (1)             (20)          (104)        (125)
Share of after tax results of associates                                                  542        628             10               (1)             -        1 179

Profit/(loss) before taxation                                                             542        628          1 823              (57)           (89)       2 847
Taxation                                                                                    -          -           (535)             146             (2)        (391)

Profit/(loss) for the year                                                                542        628          1 288               89            (91)       2 456

Normalised earnings                                                                       699       803           1 209               89           (234)       2 566

Assets                                                                                      -          -          7 686            5 111            635       13 432
Associates                                                                              4 456      5 935             23               28              -       10 442
Intangible assets                                                                           -          -             39                1              3           43

Total assets                                                                            4 456      5 935          7 748            5 140            638       23 917

Total liabilities                                                                           -          -          3 965            4 722            889        9 576

(1) "Other" includes RMI and consolidation entries.

GEOGRAPHICAL SEGMENTS
                                                                                         South                         New
                                                                                        Africa    Australia        Zealand              UK            Total
R million                                                                              Audited      Audited        Audited         Audited          Audited

Year ended 30 June 2014
Profit/(loss)                                                                            2 068          357            (22)              -            2 403
Share of after tax results of associates                                                 1 656            -              -             120            1 776

Profit/(loss) before taxation                                                            3 724          357            (22)            120            4 179
Taxation                                                                                  (766)        (104)             -               -             (870)

Profit/(loss) for the year                                                               2 958          253            (22)            120            3 309

Total assets                                                                            22 509        4 672            585               -           27 766

Total liabilities                                                                        7 760        3 608             21               -           11 389


                                                                                         South
                                                                                        Africa    Australia             UK           Total
R million                                                                              Audited      Audited        Audited         Audited

Year ended 30 June 2013 - Restated
Profit                                                                                   1 663            5              -           1 668
Share of after tax results of associates                                                 1 172            -              7           1 179

Profit before taxation                                                                   2 835            5              7           2 847
Taxation                                                                                  (389)          (2)             -            (391)

Profit for the year                                                                      2 446            3              7           2 456

Total assets                                                                            20 929        2 988              -          23 917

Total liabilities                                                                        7 566        2 010              -           9 576


FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

The group's activities expose it to a variety of financial risks. The table below analyses financial instruments carried at fair value by level in the
fair value hierarchy. The different levels are based on the extent that quoted prices are used in the calculation of the fair value of the financial
instruments. These levels are defined as follows:

Level 1 - fair value is based on quoted market prices (unadjusted) in active markets for identical instruments as measured on the reporting date.

Level 2 - fair value is determined through valuation techniques based on observable market inputs. These valuation techniques maximise the use
of observable market data where it is available and rely as little as possible on entity specific estimates.

Level 3 - fair value is determined through valuation techniques which use significant unobservable inputs.
                                                                                                                                                 Total
Audited                                                                                                                                       carrying
R million                                                                                        Level 1        Level 2        Level 3          amount

30 June 2014
Financial assets
Equity securities
- available-for-sale                                                                                 725              -              -             725
- at fair value through profit or loss                                                             2 070             34              -           2 104
Debt securities
- available-for-sale                                                                                   -            540              -             540
- at fair value through profit or loss                                                               126          2 855            415           3 396
Derivative asset                                                                                       -             17              -              17

Total financial assets recognised at fair value                                                    2 921          3 446            415           6 782

Financial liabilities
Convertible debentures                                                                                 -             15              -              15
Financial liabilities at fair value through profit or loss                                             -              -            105             105
Derivative liability                                                                                   -             20              -              20
Investment contracts                                                                                 979            402              -           1 381

Total financial liabilities recognised at fair value                                                 979            437            105           1 521



                                                                                                                                    Year ended 30 June
Audited
R million                                                                                                                         2014            2013

Reconciliation of movement in level 3 assets
Balance at the beginning of the year                                                                                               441             477
Amount received in the current year                                                                                                 (5)              -
Investment income accrued                                                                                                           33              34
Dividends received from the OUTsurance Investment Trust                                                                            (54)            (70)

Balance at the end of the year                                                                                                     415             441

Reconciliation of movement in level 3 liabilities
Balance at the beginning of the year                                                                                               110             115
Preference dividends charged to the income statement
in respect of profit sharing arrangements                                                                                          191             201
Preference dividends paid                                                                                                         (196)           (206)

Balance at the end of the year                                                                                                     105             110

                                                                                                                                                 Total
Audited                                                                                                                                       carrying
R million                                                                                        Level 1        Level 2        Level 3          amount

30 June 2013
Financial assets
Equity securities
- available-for-sale                                                                                 676              -              -             676
- at fair value through profit or loss                                                             2 159             74              -           2 233
Debt securities
- available-for-sale                                                                                   -            453              -             453
- at fair value through profit or loss                                                               851          3 039            441           4 331
Derivative asset                                                                                       -              9              -               9

Total financial assets recognised at fair value                                                    3 686          3 575            441           7 702

Financial liabilities
Convertible debentures                                                                                 -             15              -              15
Financial liabilities at fair value through profit or loss                                             -              -            110             110
Derivative liability                                                                                   -             11              -              11
Investment contracts                                                                                 951            407              -           1 358

Total financial liabilities recognised at fair value                                                 951            433            110           1 494

The fair values of the above instruments were determined as follows:

Level 1

The level 1 equity securities comprise listed preference share and ordinary share investments which are listed on a securities exchange. The fair values of these
investments are calculated based on the closing bid prices on the last business day of the reporting period. The ordinary share investments include an investment
in a listed exchange traded fund which tracks the performance of the top forty companies listed on the Johannesburg Securities Exchange. Debt securities
represent South African Government issued interest securities and other listed interest securities on the Bond Exchange of South Africa. The carrying amount
represents the closing bid prices on the last business day of the reporting period. Investment contract liabilities are valued with reference to the fair value of the
underlying assets.

Level 2

The level 2 fair value instruments include unlisted preference shares that are redeemable with a notice period ranging from thirty days to three years. Dividend
yields range from 50.8% to 70% of the prime overdraft rate. The fair value of the preference shares which are redeemable within one year from the reporting
date is deemed to equal the redemption value. The fair value of the preference shares with a maturity date of longer than one year is calculated on a discounted
cash flow basis with the discount rate adjusted for changes in credit risk of the ultimate counterparty, being one of the large South African banks. Due to the
redeemable nature, the preference shares are deemed to be debt securities. The fair values of collective investment scheme investments are determined by the
closing unit price as quoted by the collective investment schemes. The collective investment schemes are not listed. The fair value of money market instruments
and other interest securities are determined based on observable market inputs. The derivative asset and liability are valued with reference to the closing bid price
of the underlying listed equities they relate to. Investment contract liabilities are valued with reference to the fair value of the underlying assets.

Level 3

The level 3 financial asset at fair value through profit or loss represents an investment in the OUTsurance Investment Trust, the value of which is not significantly
sensitive to an increase or decrease in the counterparty credit rating due to the collateralised nature of the transaction. The financial liabilities at fair value through
profit or loss represent profits arising out of the profit sharing arrangements that accrue on a monthly basis and which are distributed as preference dividends on
a six monthly basis.

CHANGE IN ACCOUNTING POLICY

During the year, the group changed its policy in respect of acquisition costs to allow for the deferral thereof on short-term policies with a term greater than a
month and long-term policies.

This change in accounting policy has been accounted for retrospectively and the comparatives have been restated. The effect of the change is as follows:

RESTATEMENTS
                                                                                                  for the year ended 30 June 2013

                                                                                                Original        Restated
                                                                                                  amount          amount     Difference
R million                                                                                        Audited         Audited        Audited

Statement of financial position

Assets
Deferred acquisition costs                                                                            38             250            212
Deferred taxation                                                                                    414             334            (80)

Increase in assets                                                                                   452             584            132

Equity and liabilities
Retained earnings                                                                                    907           1 059            152
Currency translation reserve                                                                         124             134             10
Non-controlling interests                                                                            586             614             28
Insurance contracts                                                                                4 855           4 797            (58)

Increase in equity and liabilities                                                                 6 472           6 604            132

Income statement

Marketing and administration expenses                                                             (2 252)        (2 201)             51
Transfer to policyholder liabilities under insurance contracts                                       (28)           (11)             17
Deferred taxation                                                                                     93             73             (20)

Increase in profit for the year                                                                   (2 187)        (2 139)             48

Attributable to:
Equity holders of RMI                                                                                                                41
Non-controlling interests                                                                                                             7

Increase in profit for the year                                                                                                      48


RESTATEMENTS
                                                                                          for the year ended 30 June 2012

                                                                                          Original    Restated
                                                                                            amount      amount   Difference
R million                                                                                  Audited     Audited      Audited

Statement of financial position

Assets
Deferred acquisition costs                                                                      32         180          148
Deferred taxation                                                                              441         385          (56)

Increase in assets                                                                             473         565           92

Equity and liabilities
Retained earnings                                                                            1 133       1 244          111
Currency translation reserve                                                                    70          73            3
Non-controlling interests                                                                      626         645           19
Insurance contracts                                                                          3 710       3 669          (41)

Increase in equity and liabilities                                                           5 539       5 631           92

Income statement

Marketing and administration expenses                                                       (1 799)     (1 668)         131
Transfer to policyholder liabilities under insurance contracts                                 (12)          7           19
Deferred taxation                                                                              159         109          (50)

Increase in profit for the year                                                             (1 652)     (1 552)         100

Attributable to:
Equity holders of RMI                                                                                                    85
Non-controlling interests                                                                                                15

Increase in profit for the year                                                                                         100


ADMINISTRATION

RAND MERCHANT INSURANCE HOLDINGS LIMITED
Registration number: 2010/005770/06
JSE ordinary share code: RMI
ISIN code: ZAE000153102
(RMI)

Directors
GT Ferreira (Chairman), HL Bosman (CEO) (appointed 2 April 2014), JP Burger (appointed 30 June 2014), P Cooper, LL Dippenaar, JW Dreyer, JJ Durand, PM Goss,
PK Harris, P Lagerström (appointed 30 June 2014), MM Morobe (appointed 1 August 2014), O Phetwe, (Ms) SEN Sebotsa and KC Shubane.

Alternates: L Crouse and (Ms) A Kekana

Secretary and registered office
JS Human
Physical address: 3rd Floor, 2 Merchant Place, corner of Fredman Drive and Rivonia Road, Sandton 2196
Postal address: PO Box 786273, Sandton 2146
Telephone: +27 11 282 8166
Telefax: +27 11 282 4210
Web address: www.rminsurance.co.za

Sponsor
(in terms of the JSE Limited Listings Requirements)
Rand Merchant Bank
(a division of FirstRand Bank Limited)
Physical address: 1 Merchant Place, corner of Fredman Drive and Rivonia Road, Sandton 2196

Transfer secretaries
Computershare Investor Services Proprietary Limited
Physical address: Ground Floor, 70 Marshall Street, Johannesburg 2001
Postal address: PO Box 61051, Marshalltown 2107
Telephone: +27 11 370 5000
Telefax: +27 11 688 5221

Date: 11/09/2014 08:00:00 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
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