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REMGRO LIMITED - Audited summary consolidated results for the year ended 30 June 2014 and cash dividend declaration

Release Date: 17/09/2014 17:01
Code(s): REM     PDF:  
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Audited summary consolidated results for the year ended 30 June 2014 and cash dividend declaration

REMGRO LIMITED
Registration number 1968/006415/06
ISIN: ZAE000026480 Share code: REM

AUDITED SUMMARY CONSOLIDATED RESULTS
FOR THE YEAR ENDED 30 JUNE 2014 AND
CASH DIVIDEND DECLARATION

SALIENT FEATURES

- Headline earnings per share                         +58.2%
- Headline earnings per share, excluding Mediclinic
  refinancing cost                                    +20.5%
- Ordinary dividend per share                         +12.4%
- Intrinsic net asset value per share                 +20.1%

SUMMARY CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                                       30 June                  1 July
                                                                  2014              2013          2012
                                                                                Restated      Restated
                                                                   R'm               R'm           R'm
ASSETS
Non-current assets
Property, plant and equipment                                     5 616            5 390         3 502
Biological agricultural assets                                      499              407           318
Investment properties                                                42               42            37
Intangible assets                                                 5 811            5 831           356
Investments - Equity accounted                                   52 169           45 408        38 123
            - Other                                               2 642            2 168         1 587
Retirement benefits                                                 210              184           164
Loans                                                               629              497           115
Deferred taxation                                                    14                4             7
                                                                 67 632           59 931        44 209
Current assets                                                   11 876           12 575        13 678
Inventories                                                       2 408            2 533         2 004
Biological agricultural assets                                      539              537           476
Debtors and short-term loans                                      3 330            2 929         2 059
Investment in money market funds                                  1 171            1 140         2 344
Cash and cash equivalents                                         3 657            4 188         6 485
Other current assets                                                 17              472           136
                                                                 11 122           11 799        13 504
Assets held for sale                                                754              776           174

Total assets                                                     79 508           72 506        57 887

EQUITY AND LIABILITIES
Stated and issued capital                                         3 605            3 605             8
Share premium                                                         -                -         3 597
Reserves                                                         62 802           55 456        49 735
Treasury shares                                                   (372)            (431)         (169)
Shareholders' equity                                             66 035           58 630        53 171
Non-controlling interest                                          2 599            2 015           849
Total equity                                                     68 634           60 645        54 020
Non-current liabilities                                           2 199            7 827         1 068
Retirement benefits                                                 258              265           213
Long-term loans                                                     436            5 849           138
Deferred taxation                                                 1 505            1 713           717
Current liabilities                                               8 675            4 034         2 799
Trade and other payables                                          3 791            3 429         2 487
Short-term loans                                                  4 661              399           293
Other current liabilities                                            37               27            19
                                                                  8 489            3 855         2 799
Liabilities held for sale                                           186              179             -

Total equity and liabilities                                     79 508           72 506        57 887

Net asset value per share (Rand)
– At book value                                                 R128.56          R114.25
– At intrinsic value (unaudited)                                R245.96          R204.83

Refer to note 2 for detail regarding the restatements.

SUMMARY CONSOLIDATED INCOME STATEMENT
                                                                                       Year ended
                                                                                         30 June
                                                                                    2014          2013
                                                                                              Restated
                                                                                     R'm           R'm
Sales                                                                             24 621        16 466
Inventory expenses                                                              (15 374)      (11 610)
Staff costs                                                                      (3 747)       (2 707)
Depreciation                                                                       (592)         (428)
Other net operating expenses                                                     (4 238)       (1 306)
Trading profit                                                                       670           415
Dividend income                                                                       43            34
Interest received                                                                    326           252
Finance costs                                                                    (1 057)         (181)
Negative goodwill                                                                      -           196
Net impairment of investments, loans, assets and goodwill                             22         (158)
Profit/(loss) on sale of investments                                                  51         (150)
Consolidated profit before tax                                                        55           408
Taxation                                                                            (57)         (261)
Consolidated profit/(loss) after tax                                                 (2)           147
Share of after-tax profit of equity accounted investments                          6 853         4 035
Net profit for the year                                                            6 851         4 182

Attributable to:
Equity holders                                                                     6 917         4 179
Non-controlling interest                                                            (66)             3
                                                                                   6 851         4 182
EQUITY ACCOUNTED INVESTMENTS
Share of after-tax profit of equity accounted investments
Profit before taking into account impairments, non-recurring and capital items     8 584         5 405
Net impairment of investments, assets and goodwill                                 (262)         (162)
Profit on the sale of investments                                                    174           117
Other non-recurring and capital items                                                201            66
Profit before tax and non-controlling interest                                     8 697         5 426
Taxation                                                                         (1 558)       (1 199)
Non-controlling interest                                                           (286)         (192)
                                                                                   6 853         4 035
RECONCILIATION OF HEADLINE EARNINGS
                                                                                        Year ended
                                                                                         30 June
                                                                                    2014          2013
                                                                                              Restated
                                                                                     R'm           R'm
Net profit for the year attributable to equity holders                             6 917         4 179
Plus/(minus):
- Negative goodwill                                                                    -         (196)
- Net impairment of equity accounted investments                                    (92)            29
- Impairment of other investments                                                     80           112
- Net impairment of property, plant and equipment                                    (5)            10
- Recycling of foreign currency translation reserves                                (32)           154
- Loss on sale of equity accounted investments                                        83            20
- Profit on sale of other investments                                               (98)          (24)
- Net surplus on disposal of property, plant and equipment                          (12)          (12)
- Non-headline earnings items included in equity accounted earnings of
  equity accounted investments                                                     (244)          (13)
   - Net (surplus)/loss on disposal of property, plant and equipment               (131)             8
   - Profit on the sale of investments                                             (174)         (117)
   - Net impairment of investments, assets and goodwill                              262           162
   - Other non-recurring and capital items                                         (201)          (66)
- Taxation effect of adjustments                                                      33          (63)
- Non-controlling interest                                                             5             -
Headline earnings                                                                  6 635         4 196
Mediclinic refinancing cost                                                            -         1 312
Headline earnings, excluding Mediclinic refinancing cost                           6 635         5 508

EARNINGS AND DIVIDENDS
                                                                                      Year ended
                                                                                        30 June
                                                                                    2014          2013
                                                                                              Restated
                                                                                   Cents         Cents
Headline earnings per share
– Basic                                                                          1 292.4         817.1
– Diluted                                                                        1 270.3         805.0

Headline earnings per share, excluding Mediclinic refinancing cost
– Basic                                                                          1 292.4       1 072.6
– Diluted                                                                        1 270.3       1 055.5

Earnings per share 
– Basic                                                                          1 347.3         813.8
– Diluted                                                                        1 325.7         800.6

Dividends per share
Ordinary                                                                          389.00        346.00
– Interim                                                                         156.00        145.00
– Final                                                                           233.00        201.00

SUMMARY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                                                       Year ended
                                                                                         30 June
                                                                                    2014          2013
                                                                                              Restated
                                                                                     R'm           R'm
Net profit for the year                                                            6 851         4 182
Other comprehensive income, net of tax                                             2 444         3 372
Items that may be reclassified subsequently to the income statement:
  Exchange rate adjustments                                                          298           889
  Fair value adjustments for the year                                                346         (189)
  Deferred taxation on fair value adjustments                                       (43)           (6)
  Reclassification of other comprehensive income to the income statement           (176)           223
  Other comprehensive income of equity accounted investments                       2 015         2 904
Items that will not be reclassified to the income statement:
  Actuarial gains and losses                                                          23             8
  Deferred taxation on actuarial gains and losses                                    (6)           (2)
  Change in reserves of equity accounted investments                                (13)         (455)
        
Total comprehensive income for the year                                            9 295         7 554

Total comprehensive income attributable to:
Equity holders                                                                     9 357         7 553
Non-controlling interest                                                            (62)             1
                                                                                   9 295         7 554
SUMMARY CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                                                                        Year ended
                                                                                          30 June
                                                                                    2014          2013
                                                                                              Restated
                                                                                    R'm            R'm
Balance at 1 July (as previously reported)                                        60 645        54 253
Effect of changes in accounting policies                                               -         (233)
Balance at 1 July (restated)                                                      60 645        54 020
Total comprehensive income for the year                                            9 295         7 554
Dividends paid                                                                   (1 834)       (1 745)
Investment in subsidiaries                                                         (529)             -
Business acquired                                                                      -           331
Capital invested by minorities                                                       876           822
Other movements                                                                      114             1
Purchase of treasury shares by wholly owned subsidiary                                 -         (405)
Long-term share incentive scheme reserve                                              67            67
Balance at the end of the year                                                    68 634        60 645

SUMMARY CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                        Year ended
                                                                                          30 June
                                                                                    2014          2013
                                                                                              Restated
                                                                                     R'm           R'm
Cash generated from operations                                                       898         1 040
Taxation paid                                                                      (135)         (236)
Dividends received                                                                 3 372         2 917
Cash available from operating activities                                           4 135         3 721
Dividends paid                                                                   (1 834)       (1 745)
Net cash inflow from operating activities                                          2 301         1 976
Investing activities                                                             (2 121)       (4 635)
Financing activities                                                               (818)         (170)
Net increase/(decrease) in cash and cash equivalents                               (638)       (2 829)
Exchange rate profit on foreign cash                                                 110           598
Cash and cash equivalents at the beginning of the year                             4 164         6 395
Cash and cash equivalents at the end of the year                                   3 636         4 164

Cash and cash equivalents – per statement of financial position                    3 657         4 188
Bank overdraft                                                                      (21)          (24)

ADDITIONAL INFORMATION
                                                                                          30 June
                                                                                    2014          2013
Number of shares in issue
- Ordinary shares of no par value                                            481 106 370   481 106 370
- Unlisted B ordinary shares of no par value                                  35 506 352    35 506 352
Total number of shares in issue                                              516 612 722   516 612 722
Number of shares held in treasury
- Ordinary shares repurchased and held in treasury                           (2 960 766)   (3 433 101)
                                                                             513 651 956   513 179 621

Weighted number of shares                                                    513 404 676   513 526 699

In determining earnings per share and headline earnings per share the weighted number of shares was taken into account.

                                                                                         30 June
                                                                                    2014          2013
                                                                                     R'm      Restated
                                                                                                   R'm
Listed investments
Associated
– Book value                                                                      36 601        30 758
– Market value                                                                    79 734        62 232
Other
– Book value                                                                         880           823
– Market value                                                                       880           823

Unlisted investments
Associated
– Book value                                                                      11 090        10 693
– Directors' valuation (unaudited)                                                22 497        20 727
Joint ventures
– Book value                                                                       4 478         3 957
– Directors' valuation (unaudited)                                                11 063         9 673
Other
– Book value                                                                       1 762         1 345
– Directors' valuation                                                             1 762         1 345

Additions to and replacement of property, plant and equipment                        852           730

Capital and investment commitments                                                 1 105         1 439
(Including amounts authorised, but not yet contracted for)

Guarantees and contingent liabilities                                                306           348

Dividends received from equity accounted investments set off
  against investments                                                              3 568         2 891

Fair value remeasurements

The following methods and assumptions are used to determine the fair value of each class of financial instruments:

-   Financial instruments available-for-sale and investment in money market funds: Fair value is based on quoted market
    prices or, in the case of unlisted instruments, appropriate valuation methodologies, being discounted cash flow, liquidation
    valuation and actual net asset value of the investment.
-   Derivative instruments: The fair value of derivative instruments is determined by using mark-to-market valuations.

Financial instruments measured at fair value, are disclosed by level of the following fair value hierarchy:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – Inputs (other than quoted prices included within level 1) that are observable for the asset or liability, either directly
          (as prices) or indirectly (derived from prices); and
Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following tables illustrate the fair values of financial assets and liabilities that are measured at fair value, by hierarchy
level:

                                              Level 1   Level 2   Level 3    Total
30 June 2014                                      R'm       R'm       R'm      R'm
Assets
Available-for-sale                                880         -     1 762    2 642
Derivative instruments                              -         3         -        3
Investment in money market funds                1 171         -         -    1 171
                                                2 051         3     1 762    3 816
Liabilities
Derivative instruments                              -        10         -       10

30 June 2013 (restated)
Assets
Available-for-sale                                823         -     1 285    2 108
Assets at fair value through profit and loss        -         -        60       60
Derivative instruments                              -       364        73      437
Investment in money market funds                1 140         -         -    1 140
                                                1 963       364     1 418    3 745
Liabilities
Derivative instruments                              -        26         -       26

The following tables illustrate the reconciliation of the carrying value of level 3 assets from the beginning to the end of the
year:
                                                                       Assets at
                                                                      fair value
                                                                         through
                                                       Available-     profit and     Derivative
                                                         for-sale           loss    instruments    Total
30 June 2014                                                  R'm            R'm            R'm      R'm
Balances at the beginning of the year                       1 285             60             73    1 418
Additions                                                     277             23              -      300
Disposals                                                     (3)              -          (111)    (114)
Exchange rate adjustments                                      64              -              -       64
Transfer to equity accounted investments                        -           (83)              -     (83)
Fair value adjustments through profit and loss                  -              -             38       38
Fair value adjustments through comprehensive income           139              -              -      139
Balances at the end of the year                             1 762              -              -    1 762

30 June 2013 (restated)
Balances at the beginning of the year                         779            40              80      899
Additions                                                     711            20               -      731
Disposals                                                    (20)             -               -     (20)
Exchange rate adjustments                                     101             -               -      101
Fair value adjustments through profit and loss                  -             -             (7)      (7)
Fair value adjustments through comprehensive income         (286)             -               -    (286)
Balances at the end of the year                             1 285            60              73    1 418

There were no transfers between the different levels.

RESTATEMENT OF COMPARATIVE NUMBERS
Refer to note regarding "Changes in accounting policy" for further detail.

                                                        For the
                                                     year ended                                    For the
                                                     30/06/2013        IFRS 10                  year ended
                                                  as previously    and IFRS 11        IAS 19    30/06/2013
                                                       reported    adjustments   adjustments      Restated
                                                            R'm            R'm           R'm           R'm
Impact on income statement
Sales                                                    16 446             20             -        16 466
Inventory expenses*                                    (11 519)           (91)             -      (11 610)
Staff costs                                             (2 681)           (29)             3       (2 707)
Depreciation                                              (424)            (4)             -         (428)
Other net operating expenses*                           (1 460)            154             -       (1 306)
Interest received                                           250              2             -           252
Finance costs                                             (173)            (8)             -         (181)
Net impairment of investments, loans, assets and
 goodwill                                                 (152)            (6)             -         (158)
Loss on sale of investments                               (154)              -             4         (150)
Taxation                                                  (249)           (10)           (2)         (261)
Share of after-tax profit of equity accounted
 investments                                              4 313          (197)          (81)         4 035
Net profit for the year                                   4 427          (169)          (76)         4 182
Attributable to:
 Equity holders                                           4 438          (183)          (76)         4 179
 Non-controlling interest                                  (11)             14             -             3
                                                                         (169)          (76)
Impact on headline earnings
Headline earnings                                         4 387          (108)          (83)         4 196
Headline earnings, excluding Mediclinic
 refinancing cost                                         5 699          (108)          (83)         5 508

Impact on earnings per share (cents)
Headline earnings per share                               854.3         (21.0)        (16.2)         817.1
Headline earnings per share, excluding
 Mediclinic refinancing cost                            1 109.8         (21.0)        (16.2)       1 072.6
Earnings per share                                        864.2         (35.6)        (14.8)         813.8

* The amounts previously reported in the 2013 Income Statement for "inventory expenses" and "other net operating expenses" were
  restated. Previously "inventory expenses" were understated and "other net operating expenses" overstated by R723 million. The
  restatement had no impact on trading profit, earnings or headline earnings.

                                                          For the
                                                       year ended                                   For the
                                                       30/06/2013        IFRS 10                 year ended
                                                    as previously    and IFRS 11        IAS 19   30/06/2013
                                                         reported    adjustments   adjustments     Restated
Impact on statement of comprehensive
 income
Net profit for the year                                     4 427          (169)          (76)        4 182
Items that may be reclassified subsequently to
   the income statement:
   Other comprehensive income of equity
       accounted investments                                2 938           (25)           (9)        2 904
Items that will not be reclassified to the income
   statement:
   Actuarial gains and losses                                   -              -             8            8
   Deferred taxation on actuarial gains and losses              -              -           (2)          (2)
   Change in reserves of equity accounted
      investments                                           (543)             27            61        (455)
Total comprehensive income for the year                     7 739          (167)          (18)        7 554
Total comprehensive income attributable to:
   Equity holders                                           7 750          (181)          (16)        7 553
   Non-controlling interest                                  (11)             14           (2)            1
                                                                           (167)          (18)
                                                           As at
                                                      30/06/2013        IFRS 10                       As at
                                                   as previously    and IFRS 11         IAS 19   30/06/2013
                                                        reported    adjustments    adjustments     Restated
                                                             R'm            R'm            R'm          R'm
Impact on statement of financial position
ASSETS
Property, plant and equipment                              5 354             36              -        5 390
Biological agricultural assets                               107            300              -          407
Investments - Equity accounted                            45 954          (234)          (312)       45 408
Deferred taxation                                              9              -            (5)            4
Inventories                                                2 528              5              -        2 533
Debtors and short-term loans                               2 939           (10)              -        2 929
Cash and cash equivalents                                  4 221           (33)              -        4 188
Total assets                                              72 759             64          (317)       72 506
  
LIABILITIES 
Retirement benefits                                          266              1            (2)          265
Long-term loans                                            5 774             75              -        5 849
Deferred taxation                                          1 661             56            (4)        1 713
Trade and other payables                                   3 424              5              -        3 429
Short-term loans                                             361             38              -          399
Taxation                                                       3            (2)              -            1
Total liabilities                                         11 694            173            (6)       11 861

EQUITY
Equity reserves
 Opening balance                                           9 367             10          (287)        9 090
 Adjustments for the year                                  3 689          (194)           (26)        3 469
Other reserves
 Opening balance                                             669              -              1          670
 Adjustments for the year                                    220              -            (1)          219
Distributable reserves
 Opening balance                                          39 725              -            (7)       39 718
 Adjustments for the year                                  2 162             13             11        2 186
Non-controlling interest
 Opening balance                                             799             50              -          849
 Adjustment for the year                                   1 156             12            (2)        1 166
Total equity                                              61 065          (109)          (311)       60 645

Impact on statement of cash flows
Cash flows from operating activities                       1 999           (23)              -        1 976
Cash flows from investing activities                     (4 558)           (77)              -      (4 635)
Cash flows from financing activities                       (236)             66              -        (170)
Cash and cash equivalents at the beginning
 of the year                                               6 394              1              -        6 395
Cash and cash equivalents at the end of the year           4 197           (33)              -        4 164

                                                           As at
                                                      01/07/2012        IFRS 10                       As at
                                                   as previously    and IFRS 11         IAS 19   01/07/2012
                                                        reported    adjustments    adjustments     Restated
                                                             R'm            R'm            R'm          R'm
Impact on statement of financial position
ASSETS
Property, plant and equipment                              3 485             17              -        3 502
Biological agricultural assets                                99            219              -          318
Investments - Equity accounted                            38 451           (42)          (286)       38 123
Deferred taxation                                              6              -              1            7
Inventories                                                2 002              2              -        2 004
Debtors and short-term loans                               2 071           (12)              -        2 059
Cash and cash equivalents                                  6 484              1              -        6 485
Assets held for sale                                         214           (40)              -          174
Total assets                                              58 027            145          (285)       57 887

LIABILITIES
Retirement benefits                                          203              1              9          213
Long-term loans                                              105             33              -          138
Deferred taxation                                            673             45            (1)          717
Trade and other payables                                   2 493            (6)              -        2 487
Short-term loans                                             279             14              -          293
Taxation                                                       9            (2)              -            7
Total liabilities                                          3 774             85              8        3 867

EQUITY
Equity reserves                                            9 367             10          (287)        9 090
Other reserves                                               669              -              1          670
Distributable reserves                                    39 725              -            (7)       39 718
Non-controlling interest                                     799             50              -          849
Total equity                                              54 253             60          (293)       54 020

COMMENTS

1.   ACCOUNTING POLICIES

     The summary consolidated financial statements are prepared in accordance with the requirements of the JSE
     Limited Listings Requirements for provisional reports, and the requirements of the Companies Act applicable to
     summary financial statements. The Listings Requirements require provisional reports to be prepared in accordance
     with the framework concepts and the measurement and recognition requirements of International Financial
     Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices
     Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and to also, as a
     minimum, contain the information required by IAS 34: Interim Financial Reporting.

     The accounting policies applied in the preparation of the consolidated financial statements from which the summary
     consolidated 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, with the exception of
     the implementation of IFRS 10: Consolidated Financial Statements, IFRS 11: Joint Arrangements and the
     amendments to IAS 19: Employee Benefits. The adoption of IFRS 10, IFRS 11 and the revised IAS 19 required a
     restatement of the comparative results as set out in the "Changes in accounting policy" note below, as well as the
     section "Restatement of comparative numbers". The financial statements have been prepared under the supervision
     of the Chief Financial Officer, Leon Crouse CA(SA).

     During the year under review various other new and revised accounting standards became effective, but their
     implementation had no impact on the results of either the current or prior year.

2.   CHANGES IN ACCOUNTING POLICY

     With effect from 1 July 2013 Remgro adopted IFRS 10: Consolidated Financial Statements, IFRS 11: Joint
     Arrangements and the revised IAS 19: Employee Benefits. These accounting standards have to be applied
     retrospectively in terms of their transitional provisions and accordingly the reported results of the comparative year
     presented were restated, with the cumulative effect as at 1 July 2012 being accounted for as an adjustment to
     opening equity.

     IFRS 10 and IFRS 11
     These new accounting standards broaden the definition of "control" and consequently "joint control" and
     accordingly all rights in relation to investee companies must be considered in order to determine whether the
     investment should be classified as a subsidiary, associate or joint venture.

     Remgro reclassified its investments in Distell Group Limited and the CIV group as joint ventures, while previously
     they were accounted for as associates. The change in classification had no impact on the Group's measurement of
     the investments as the equity method is used to account for both associates and joint ventures. In the case of TSB
     Sugar Holdings Proprietary Limited (TSB) certain of its investee companies that were previously classified as joint
     ventures (and accordingly equity accounted) were reclassified as subsidiaries. Kagiso Tiso Holdings Proprietary
     Limited also reclassified certain of its investments previously accounted for at fair value, as associates. These
     include the investment in MMI Holdings Limited that was previously accounted for at fair value through profit and
     loss.

     IAS 19
     The revised IAS 19 introduced significant changes in the accounting treatment for defined-benefit post-retirement
     plans. The most significant change of the amended IAS 19 relates to the elimination of the option to defer the
     recognition of past service costs and actuarial gains and losses. These remeasurements are now required to be
     accounted for in full in the income statement and in other comprehensive income, respectively, in the period in
     which they arise. The accounting standard also replaced interest cost and expected return on plan assets with a net
     interest amount that is equal to the discount rate used for determining retirement benefit obligations.

     The application of the revised IAS 19 affected Remgro and its subsidiaries, RCL Foods Limited and TSB, as well as
     certain significant associates like FirstRand Limited, RMB Holdings Limited and Mediclinic International Limited
     (Mediclinic).

     Refer to the section "Restatement of comparative numbers" for further detail.

3.   COMPARISON WITH PRIOR YEAR

     During the previous financial year Mediclinic incurred material once-off charges relating to the comprehensive
     refinancing of its Swiss and South African debt. Remgro's share of these once-off items included in its results for
     the year ended 30 June 2013 amounted to a loss of R1 312 million.

     Due to the materiality of the amounts involved, headline earnings and headline earnings per share are also presented
     by excluding Remgro's share of Mediclinic's refinancing costs referred to above.

4.   RESULTS

     Headline earnings
     Headline earnings for the year to 30 June 2014 amounted to R6 635 million compared to R4 196 million for the
     year to 30 June 2013, representing an increase of 58.1%, whereas headline earnings per share increased by 58.2%
     from 817.1 cents to 1 292.4 cents.

     However, excluding the effect of the once-off items relating to Mediclinic's refinancing transaction referred to
     earlier, headline earnings increased by 20.5% from R5 508 million to R6 635 million, whereas headline earnings per
     share also increased by 20.5% from 1 072.6 cents to 1 292.4 cents, as presented in the table below.

     Contribution to headline earnings by reporting platform
                                                                Year ended               Year ended
                                                                   30 June                  30 June
                                                                      2014                     2013
                                                                                   %       Restated
                                                                       R'm     Change           R'm
     Food, liquor and home care                                        795     (29.2)         1 123
     Banking                                                         2 542       22.4         2 077
     Healthcare                                                      1 489      403.3         (491)
     Insurance                                                         871       30.8           666
     Industrial                                                        700       27.7           548
     Infrastructure                                                    166     (15.3)           196
     Media and sport                                                    64     (46.2)           119
     Other investments                                                  59        3.5            57
     Central treasury                                                   83    2 666.7             3
     Other net corporate costs                                       (134)     (31.4)         (102)
     Headline earnings                                               6 635       58.1         4 196
     Mediclinic refinancing cost                                         -          -         1 312
     Headline earnings, excluding Mediclinic refinancing cost        6 635       20.5         5 508

     Refer to Annexures A and B for segmental information.

     Commentary on reporting platforms' performance

     Food, liquor and home care
     The contribution from food, liquor and homecare to Remgro's headline earnings amounted to R795 million (2013:
     R1 123 million), representing a decrease of 29.2%. This decrease is mainly the result of lower contributions from
     RCL Foods and TSB. RCL Foods reported a headline loss of R303 million for the year under review (2013:
     R29 million profit), with Remgro's share of this loss amounting to R239 million (2013: R21 million profit). During
     the year under review RCL Foods' results were negatively affected by the following items:

     - Material foreign exchange losses resulting from the early redemption of Foodcorp's euro-denominated debt;
     - Once-off BEE costs relating to the restructuring of its BEE shareholding;
     - Material transaction costs relating to the various corporate actions undertaken during the year;
     - Continued high levels of cheap competitive chicken imports and high input costs;

     TSB's contribution to headline earnings amounted to R192 million (2013: R316 million). It should be noted that
     TSB's contribution only includes its results for the six months ended 31 December 2013 due to the fact that Remgro
     disposed of its 100% interest in TSB to RCL Foods during January 2014. TSB's headline earnings for the full year
     amounted to R218 million (2013: R316 million). This decrease is mainly due to lower domestic sales volumes and
     margins realised due to the negative impact of increased sugar imports. Unilever's contribution to headline earnings
     decreased by 18.5% to R347 million (2013: R426 million). This decrease is mainly the result of turnover growth
     being offset by increased supply chain costs, as well as brand and marketing investments and restructuring costs.
     Distell's contribution to headline earnings, which includes the investment in Capevin Holdings, amounted to
     R495 million (2013: R360 million). During April 2013, Distell acquired Burn Stewart Distillers Limited and its
     results for the current year include a favourable remeasurement of R159 million to the contingent consideration
     payable on the acquisition. In the comparative year Distell's results were negatively affected by new business
     acquisition costs and an interest provision on excise duty totalling R265 million. Excluding these once-off items,
     Distell's contribution to Remgro's headline earnings would have decreased by 1.6% to R442 million. Remgro's
     effective interest in Distell decreased from 33.4% to 31.0%.

     Banking
     The headline earnings contribution from the banking division amounted to R2 542 million (2013: R2 077 million),
     representing an increase of 22.4%. Both FirstRand and RMBH reported excellent headline earnings growth of
     21.8% and 22.8% respectively, mainly due to growth in both interest income and non-interest income from FNB,
     RMB and WesBank, as well as a significant reduction in year-on-year credit impairment charges.

     Healthcare
     Mediclinic's contribution to Remgro's headline earnings amounted to a profit of R1 489 million (2013:
     R491 million loss). This increase in profit was mainly due to the effect of the once-off items relating to Mediclinic's
     refinancing transaction in the comparative year referred to earlier. Excluding these once-off items, Mediclinic's
     contribution to Remgro's headline earnings would have increased by 81.4% from R821 million, mainly due to solid
     performances from all three operating platforms, as well as a once-off past service cost credit of R192 million
     relating to its retirement benefit obligations.

     Insurance
     RMI is the only investment being reported under insurance interests. RMI reported an increase of 28.4% in headline
     earnings, with all three operating platforms, Discovery, MMI Holdings and OUTsurance achieving excellent
     headline earnings growth of 45.6%, 28.5% and 19.2% respectively.

     Industrial
     Total South Africa's contribution to Remgro's headline earnings amounted to R233 million (2013: R258 million).
     This decrease is despite more favourable stock revaluations than in the comparative period, which was set off by an
     increase in its site rehabilitation cost provision. Remgro's share of the results of KTH amounted to R71 million
     (2013: R36 million). Wispeco's contribution to Remgro's headline earnings amounted to R107 million (2013:
     R64 million). This increase in headline earnings is mainly due to improved sales volumes and selling prices, as well
     as improved production efficiencies. Air Products' and PGSI's contribution to headline earnings amounted to
     R217 million and R72 million respectively (2013: R180 million and R10 million respectively).

     Infrastructure
     Grindrod's contribution to Remgro's headline earnings amounted to R108 million (2013: R144 million). This
     decrease is mainly due to a weaker operating performance from its commodity trading division. These operations
     are in the process of being wound down and sold according to plan. For the year under review the CIV group
     contributed R58 million to headline earnings (2013: R59 million). SEACOM reported a headline loss of
     R26 million for the year under review (2013: R3 million loss), with Remgro's share of this amounting to R6 million
     (2013: a loss of less than R1 million).

     Media and sport
     Media and sport interests primarily consist of the interests in Sabido and Premier Team Holdings (PTH). Sabido's
     contribution to Remgro's headline earnings amounted to R131 million (2013: R148 million). This decrease is
     mainly due to significant new business development costs incurred during the period under review. PTH's
     contribution to headline earnings amounted to a loss of R68 million (2013: R37 million loss).

     Other investments
     The contribution from other investments to headline earnings amounted to R59 million (2013: R57 million), of
     which Business Partners' contribution was R33 million (2013: R32 million).

     Central treasury and other net corporate costs
     The contribution from the central treasury division amounted to R83 million (2013: R3 million). This increase is
     mainly the result of foreign exchange losses of R98 million accounted for in the comparative period on the hedging
     of the repatriation of a portion of Remgro's offshore cash. Other net corporate costs amounted to R134 million
     (2013: R102 million). This increase is mainly the result of the net after-tax underwriting fee of R46 million received
     on the Mediclinic rights offer in the comparative year.

     Total earnings
     Total earnings increased by 65.5% to R6 917 million (2013: R4 179 million), mainly as a result of the costs
     associated with the Mediclinic refinancing in the comparative year.

5.   INTRINSIC NET ASSET VALUE

     Remgro's intrinsic net asset value per share increased by 20.1% from R204.83 at 30 June 2013 to R245.96 at
     30 June 2014. Refer to Annexure B for full details.

6.   INVESTMENT ACTIVITIES

     The most important investment activities during the year under review were as follows:

     RCL Foods Limited (RCL Foods)
     During the previous financial year RCL Foods acquired an effective 64.2% interest in New Foodcorp Holdings
     Proprietary Limited (Foodcorp). During the year under review RCL Foods acquired the remaining 35.8% interest in
     Foodcorp in two separate transactions from Foodcorp management and Capitau Investment Advisors Proprietary
     Limited for a total cash consideration of R520.7 million.

     During January 2014 RCL Foods also acquired 100% of the shares in TSB Sugar RSA Proprietary Limited and TSB
     International Proprietary Limited (collectively referred to as TSB) from Remgro for a total purchase consideration
     of R4.0 billion. The purchase consideration was settled on 17 January 2014 through the issue of 230.9 million new
     RCL Foods shares to Remgro at a price of R17.32 per share.

     As part of the announcement referred to above RCL Foods also announced its intention to restructure its existing
     BEE notional vendor financed shareholding, as well as implement TSB's BEE scheme at the RCL Foods
     shareholding level. RCL Foods further also proposed a capital raising in the amount of R2.5 billion through a
     combination of a pro rata offer to existing minority shareholders (excluding Remgro and RCL Foods' existing BEE
     parties) and a specific issue of new shares via a placement to qualifying investors.

     RCL Foods shareholders approved the BEE transactions and capital raising referred to above on 16 January 2014.
     The results of the pro rata offer was announced on 5 February 2014, indicating that R790 million was raised. On
     19 February 2014 RCL Foods announced that the placement of new shares to raise the balance of the R2.5 billion
     referred to above has been delayed, subject to market conditions, its cash/gearing situation as well as the anticipated
     timing of investment cash flows.

     The TSB BEE transaction and the restructuring of RCL Foods' existing BEE shareholding were implemented on
     3 April 2014 and 26 May 2014 respectively. As part of these transactions RCL Foods issued an additional
     19.6 million new RCL Foods shares.

     On 30 June 2014, Remgro's effective interest in RCL Foods was 77.7% (2013: 75.9%).

     PG Group of Companies (PGSI)
     PGSI is the foreign holding company of the Plate Glass group. During the year under review, in participation of two
     rights offers, Remgro invested a further R47.1 million in PGSI.

     During June 2009 Remgro invested R129.6 million in PGSI cumulative, redeemable preference shares. The
     preference shares had a term of five years. Together with its investment in the PGSI preference shares, Remgro also
     acquired the right to use the proceeds on redemption to subscribe for new ordinary shares in PGSI. During
     June 2014 the preference shares were redeemed and Remgro used the proceeds to subscribe for 8.3 million new
     ordinary shares in PGSI.

     The above transactions increased Remgro's interest in PGSI to 37.7% (2013: 25.3%).

     Grindrod Limited (Grindrod)
     During May 2014 Grindrod issued 96 million new Grindrod shares through an accelerated bookbuild offering to
     qualifying investors, thereby raising an additional R2.4 billion of capital. As part of this process, Remgro acquired a
     further 26.1 million shares in Grindrod for a total amount of R652 million, or R25.00 per share.

     After the completion of the Grindrod bookbuild, Remgro and Grindrod Investments Proprietary Limited, who was
     also allocated Grindrod shares in terms of the bookbuild, offered qualifying Grindrod shareholders the opportunity
     to participate in a clawback offer, also at a price of R25.00 per Grindrod share. In terms of the clawback offer
     Remgro disposed of 4.0 million of the shares acquired in terms of the bookbuild for a total consideration of
     R101.1 million.

     During June 2014 Grindrod issued a further 64 million shares to a consortium of strategic black investors. This issue
     of shares, as well as the bookbuild offering referred to above, reduced Remgro's effective interest in Grindrod to
     22.6% (2013: 25.0%).

     The CIV group
     Previously Remgro's interests in the CIV group consisted of its investments in Dark Fibre Africa Proprietary
     Limited (Dark Fibre Africa), CIV Fibre Network Solutions Proprietary Limited (CIV FNS), CIE
     Telecommunications Proprietary Limited (CIE Telecommunications), CIV Power Proprietary Limited (CIV Power),
     as well as Central Lake Trading No. 77 Proprietary Limited (Central Lake).

     On 1 April 2014 the CIV group was restructured in order to simplify its holding structure from multiple entry points
     to a single entry point in order to align the interests of all shareholders. Consequently Remgro exchanged its
     interests in Dark Fibre Africa, CIV FNS, CIE Telecommunications, CIV Power and Central Lake for a direct
     investment in Community Investment Ventures Holdings Proprietary Limited (CIVH). The restructuring did not
     change Remgro's interest in Dark Fibre Africa materially and accordingly the earnings contribution of CIVH in the
     future will be comparable with that of the combined contribution of the investee companies prior to the
     restructuring.

     As part of the restructuring Remgro invested R67.3 million in CIVH and on 30 June 2014 Remgro's effective
     interest in CIVH was 50.7% (2013: effective interest in the CIV group of 43.8%). For accounting purposes the
     investment in CIVH is classified as a joint venture.

     Distell Group Limited (Distell)
     As part of the restructuring of its BEE transaction and in order to maintain its current BEE rating, Distell issued
     15.0 million new ordinary shares to BEE shareholders during January 2014. This issue of shares resulted in
     Remgro's total interest in Distell, which includes the indirect interest held through Capevin Holdings, to dilute from
     33.4% to 31.0%.

     ElementOne Limited (ElementOne)
     On 29 November 2013, a consortium led by Rand Merchant Bank and Remgro, through a new special purpose
     vehicle (Main Street 1132 Proprietary Limited, or Bidco) made a firm offer to acquire 100% of ElementOne. As
     consideration for their shares in the company, ElementOne shareholders were offered R22.507 per ElementOne
     share, to be settled through the payment of a combination of cash and shares in Caxton and CTP Publishers and
     Printers Limited (Caxton).

     On 7 February 2014 it was announced that all conditions precedent applicable to the transaction were fulfilled and
     on 25 February 2014 the transaction was implemented. Remgro did not provide any funding for the transaction, but
     following the transaction and the broader restructuring of the Caxton control structure, it has effectively exchanged
     its 1.8% direct interest for a 6.1% indirect interest in Caxton.

     Milestone China Opportunities Fund III (Milestone III)
     During the year under review Remgro invested a further $25.2 million in Milestone III, thereby increasing its
     cumulative investment to $53.4 million. As at 30 June 2014 the remaining commitment to Milestone III amounted to
     $46.6 million.

     Other smaller investments, amounting to R77 million, were made during the year under review in, inter alia,
     Milestone China Opportunities Fund II and Premier Team Holdings Limited.

     There were no significant transactions subsequent to 30 June 2014.

7.   TREASURY SHARES

     At 30 June 2013, 3 433 101 Remgro ordinary shares (0.7%) were held as treasury shares by a wholly owned
     subsidiary company of Remgro. As previously reported, these shares were acquired for the purpose of hedging
     Remgro's share incentive scheme.

     During the year under review no Remgro ordinary shares were repurchased, while 472 335 Remgro ordinary shares
     were utilised to settle Remgro's obligation towards scheme participants who exercised the rights granted to them.

     At 30 June 2014, 2 960 766 Remgro ordinary shares (0.6%) were held as treasury shares.

8.   CASH RESOURCES AT THE CENTRE

     The Company's cash resources at 30 June 2014 were as follows:

                                                                  30 June 2014             30 June 2013
                                                         Local      Offshore      Total        Restated
                                                           R'm           R'm        R'm             R'm
     Per consolidated statement of financial position    2 958           699      3 657           4 188
     Investment in money market funds                      746           425      1 171           1 140
     Less: Cash of operating subsidiaries              (1 491)          (73)    (1 564)         (2 595)
     Cash at the centre                                  2 213         1 051      3 264           2 733

     On 30 June 2014, approximately 40% (R425 million) of the available offshore cash at the centre was invested in
     money market funds which are not classified as cash and cash equivalents on the statement of financial position.

DIRECTORATE
Mr JW Dreyer has retired as an executive director from the Board of Remgro with effect from 31 December 2013.

The Board wishes to thank him for his valuable contribution over many years.

REPORTS OF THE INDEPENDENT AUDITOR

The Company's directors are responsible for the preparation of a summary of the audited consolidated financial statements.

These summary consolidated financial statements for the year ended 30 June 2014 have been audited by
PricewaterhouseCoopers Inc., who expressed an unmodified opinion thereon. The auditor also expressed an unmodified
opinion on the annual financial statements from which these summary consolidated financial statements were derived.

A copy of the auditor's report on the summary consolidated financial statements and of the auditor's report on the annual
consolidated financial statements are available for inspection at the Company's registered office, together with the financial
statements identified in the respective auditor's reports.

The auditor's report does not necessarily report on all of the information contained in this announcement/financial results.

Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor's engagement they
should obtain a copy of the auditor's report together with the accompanying financial information from the issuer's registered
office.

DECLARATION OF CASH DIVIDEND
Secondary tax on companies (STC) and dividend tax
With effect from 1 April 2012, STC was replaced with a dividend tax. In terms of the new legislation, companies will be
allowed to apply their available STC credits against future dividends declared for a period of three years from the effective
date of dividend tax.

Declaration of Dividend No. 28
Notice is hereby given that a final gross dividend of 233 cents (2013: 201 cents) per share has been declared out of income
reserves in respect of both the ordinary shares of no par value and the unlisted B ordinary shares of no par value, for the year
ended 30 June 2014.

The Company will be utilising STC credits amounting to 233 cents per ordinary share and 233 cents per unlisted B ordinary
share. As a result there will be no dividend tax deducted from the final gross dividend for any Remgro shareholder.

The issued share capital at the declaration date is 481 106 370 ordinary shares and 35 506 352 B ordinary shares. The
income tax number of the Company is 9500-124-71-5.

Dates of importance:

Last day to trade in order to participate in the dividend      Friday, 7 November 2014
Shares trade ex dividend                                      Monday, 10 November 2014
Record date                                                   Friday, 14 November 2014
Payment date                                                  Monday, 17 November 2014

Share certificates may not be dematerialised or rematerialised between Monday, 10 November 2014 and Friday,
14 November 2014, both days inclusive.

In terms of the Company's Memorandum of Incorporation, dividends will only be transferred electronically to the bank
accounts of shareholders, while dividend cheques will no longer be mailed. If you have in the past received dividend
cheques, please contact the Transfer Secretaries to provide them with confirmation of your banking details. In the instance
where shareholders do not provide the Transfer Secretaries with their banking details, the dividend will not be forfeited but
will be marked as "unclaimed" in the share register until the shareholder provides the Transfer Secretaries with the relevant
banking details for payout.

The Integrated Annual Report will be posted to members and will be available on Remgro's website at www.remgro.com
during October 2014.

Signed on behalf of the Board of Directors

Johann Rupert                        Jannie Durand
Chairman                             Chief Executive Officer

Stellenbosch
17 September 2014

DIRECTORATE

Non-executive directors
Johann Rupert (Chairman), E de la H Hertzog (Deputy Chairman),
G T Ferreira*, P K Harris*, N P Mageza*,
J Malherbe, P J Moleketi*, M Morobe*,
F Robertson*, H Wessels*
(*Independent)

Executive directors
J J Durand (Chief Executive Officer),
W E Bührmann, L Crouse

CORPORATE INFORMATION

Secretary
M Lubbe

Listing
JSE Limited
Sector: Industrials – Diversified Industrials

Business address and registered office
Millennia Park, 16 Stellentia Avenue, Stellenbosch 7600
(PO Box 456, Stellenbosch 7599)

Transfer Secretaries
Computershare Investor Services Proprietary Limited, 70 Marshall Street,
Johannesburg 2001
(PO Box 61051, Marshalltown 2107)

Auditors
PricewaterhouseCoopers Inc.
Stellenbosch

Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Website
www.remgro.com

ANNEXURE A

COMPOSITION OF HEADLINE EARNINGS
                                                Year ended
                                                 30 June
                                          2014                    2013
                                                              Restated
                                           R'm                     R'm
Food, liquor and home care
Unilever South Africa                      347                     426
Distell 1                                  495                     360
RCL Foods 2                              (239)                      21
TSB2                                       192                     316

Banking
RMBH                                     1 793                   1 460
FirstRand                                  749                     617

Healthcare
Mediclinic                               1 489                   (491)

Insurance
RMI Holdings                               871                     666

Industrial
Air Products South Africa                  217                     180
KTH                                         71                      36
Total South Africa                         233                     258
PGSI                                        72                      10
Wispeco                                    107                      64

Infrastructure
Grindrod                                   108                     144
CIV group                                   58                      59
SEACOM                                     (6)                       -
Other infrastructure interests               6                     (7)

Media and sport
Sabido                                     131                     148
Other media and sport interests           (67)                    (29)

Other investments                           59                      57

Central treasury                            83                       3

Other net corporate costs                (134)                   (102)
Headline earnings                        6 635                   4 196

Weighted number of shares (million)      513.4                   513.5

Headline earnings per share (cents)    1 292.4                   817.1

Notes

1. Includes the investment in Capevin Holdings Limited.
2. TSB's contribution only includes its results for the six months ended 31 December 2013 due to the fact that Remgro disposed of
   its 100% interest in TSB to RCL Foods during January 2014. TSB's results for the six months ended 30 June 2014 were
   accounted for by RCL Foods.

ANNEXURE B

COMPOSITION OF INTRINSIC NET ASSET VALUE
                                                   30 June 2014                   30 June 2013
                                          Book value     Intrinsic value    Book value   Intrinsic value
                                                                              Restated
                                                 R'm                 R'm           R'm               R'm
Food, liquor and home care
Unilever South Africa                          3 086               9 037         3 099             8 676
Distell 1                                      2 864               9 336         2 623             8 073
RCL Foods                                      6 862              10 547         5 121             6 759
TSB                                                -                   -         1 877             3 964
Banking
RMBH                                          11 225              20 743        10 346            15 541
FirstRand                                      3 969               8 957         3 622             6 359
Healthcare
Mediclinic                                    10 597              29 316         7 429            24 640
Insurance
RMI Holdings                                   6 224              14 739         5 645            11 331
Industrial
Air Products South Africa                        839               3 610           691             3 126
KTH                                            2 061               2 481         2 304             2 425
Total South Africa                             1 329               1 596         1 192             1 275
PGSI                                             760                 760           568               571
Wispeco                                          540                 778           458               414
Infrastructure
Grindrod                                       3 667               4 513         2 868             3 103
CIV group                                      1 657               2 282         1 650             2 305
SEACOM                                           569                 991           617             1 069
Other infrastructure interests                   829                 829           776               776
Media and sport
Sabido                                           974               2 528           929             2 279
Other media and sport interests                  534                 533           608               605
Other investments                              2 699               2 767         2 185             2 204
Central treasury – cash at the centre 2        3 264               3 264         2 733             2 733
Other net corporate assets                     1 486               1 860         1 289             1 516
Net asset value (NAV)                         66 035             131 467        58 630           109 744
Potential CGT liability 3                                        (5 130)                         (4 628)
NAV after tax                                 66 035             126 337        58 630           105 116
Issued shares after deduction of shares
  repurchased (million)                        513.7               513.7         513.2             513.2
NAV after tax per share (Rand)                128.56              245.96        114.25            204.83

Notes
1.   Includes the investment in Capevin Holdings Limited.
2.   Cash at the centre excludes cash held by subsidiaries that are separately valued above (mainly RCL Foods, TSB and Wispeco).
3.   The potential capital gains tax (CGT) liability is calculated on the specific identification method using the most favourable calculation for
     investments acquired before 1 October 2001 and also taking into account the corporate relief provisions. Deferred CGT on investments "available-
     for-sale" is included in "other net corporate assets" above.
4.   For purposes of determining the intrinsic value, the unlisted investments are shown at directors' valuation and the listed investments are shown at
     stock exchange prices.
5.   Intrinsic values have not been audited.

Date: 17/09/2014 05:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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