Wrap Text
Unaudited group results for the six months ended 31 August 2014
Adcorp Holdings Limited
(“Adcorp” or “Adcorp Group” or “the Group”)
Registration number 1974/001804/06
Share code: ADR
ISIN number: ZAE000000139
Unaudited Group results for the six months ended 31 August 2014
Salient features
Revenue for the period increased by 12% to R6,4 billion
Normalised EBITDA margin up from 4,4% to 4,7%
Normalised earnings per share increased by 9% to 191,7 cents per share
Normalised EBITDA for the period increased by 21% to R299,7 million
Headline earnings per share increased by 573% to 150,9 cents per share
Cash conversion ratio up from 48% in the previous financial year to 128%
Debtors’ days improved from previous financial year end level of 48 days
to 41 days
Cash interim dividend of 60 cents per share declared
Gearing down from previous financial year end level of 37% to 24%
South African operations well prepared for new labour legislation
Strong organic performance from blue-collar segment
Labour Solutions Australia (LSA) integrated and is well positioned for
growth
Abridged statement of comprehensive income
for the six months ended 31 August 2014
Unaudited Unaudited Audited
Six months to Six months to Year to
31 August 31 August 28 February
2014 2013 2014
R’000 R’000 R’000
Revenue 6 364 090 5 671 074 11 802 415
Cost of sales (5 382 325) (4 782 663) (9 891 844)
Gross profit 981 765 888 411 1 910 571
Other income 69 796 40 555 81 603
Administrative expenses (417 854) (467 344) (888 352)
Marketing and selling
expenses (311 571) (286 819) (616 566)
Other operating expenses (96 116) (97 980) (185 383)
Operating profit 226 020 76 823 301 873
Interest received 2 831 5 079 9 881
Interest paid (46 377) (41 387) (78 324)
Impairment of intangible
assets and goodwill – – (10 718)
Share of profits from
associates 12 248 13 339 33 718
Profit on sale of shares 371 – –
Profit/(loss) on sale of
property and equipment 615 (170) (297)
Profit before taxation 195 708 53 684 256 133
Taxation (44 976) (35 483) (93 629)
Profit for the period/year 150 732 18 201 162 504
Other comprehensive income*
Exchange differences on
translating foreign operations (1 317) 10 723 6 301
Exchange differences arising on
the net investment of a foreign
operation 8 224 (5 540) 2 107
Fair value adjustment of
derivative financial instrument 25 373 545
Non-controlling interest 526 2 131 2 515
Other comprehensive income
for the period/year, net of tax 7 458 7 687 11 468
Total comprehensive income
for the period/year 158 190 25 888 173 972
Profit attributable to:
Owners of the parent 151 258 20 332 165 019
Non-controlling interest (526) (2 131) (2 515)
Total comprehensive income
attributable to:
Owners of the parent 158 190 25 888 173 972
Non-controlling interest (526) (2 131) (2 515)
Earnings per share
Basic (cents) 151,3 22,3 176,9
Diluted (cents) 143,1 21,3 165,5
Approved dividends to
shareholders 140 140 140
Interim dividend (cents) 60 60 60
Final dividend (cents) in
respect of prior year 80 80 80
Calculation of headline
earnings
Profit for the period/year 151 258 20 332 165 019
(Profit)/loss on sale of
property and equipment (615) 170 297
Taxation 172 (48) (83)
Impairment of intangible
assets and goodwill – – 10 718
Headline earnings 150 815 20 453 175 951
Headline earnings per share
Headline earnings per share –
cents 150,9 22,4 188,6
Diluted headline earnings per
share – cents 142,7 21,4 176,4
Weighted average no of shares
– 000's 99 954 91 279 93 299
Diluted weighted average no
of shares – 000's 105 698 95 659 99 723
* All items below will be reclassified to profit and loss upon
derecognition.
Abridged statement of financial position
as at 31 August 2014
Unaudited Unaudited Audited
Six months to Six months to Year to
31 August 31 August 28 February
2014 2013 2014
R’000 R’000 R’000
Assets
Non-current assets 2 241 020 1 871 352 2 164 262
Property and equipment 82 649 71 794 80 794
Goodwill 1 335 166 1 152 762 1 335 266
Intangible assets 543 707 486 428 559 522
Investments 77 330 – 3 530
Investment in associates 92 165 66 575 86 954
Deferred taxation 110 003 93 793 98 196
Current assets 2 535 546 2 235 909 2 527 794
Trade, other receivables and
prepayments 1 921 163 1 678 741 2 041 069
Taxation prepaid 20 006 13 209 15 154
Cash resources 594 377 543 959 471 571
Total assets 4 776 566 4 107 261 4 692 056
Equity and liabilities
Capital and reserves 2 340 693 1 959 563 2 097 580
Share capital 2 563 2 299 2 502
Share premium 1 569 254 1 232 483 1 487 124
Treasury shares (12 990) (12 891) (12 891)
Accumulated profit 673 026 474 735 513 544
Share based payment reserve 110 978 258 128 107 375
Cash flow hedging reserve – (197) (25)
Foreign currency translation
reserve 729 6 468 2 046
Equity attributable to equity
holders of the parent 2 343 560 1 961 025 2 099 675
Non controlling interest (3 788) (2 383) (3 016)
BEE shareholders’ interest 921 921 921
Non-current liabilities 1 087 249 882 375 1 013 242
Other non-current liabilities –
interest bearing 1 395 2 408 2 106
Long-term loan – interest
bearing 852 775 740 347 723 754
Redeemable preference shares –
interest bearing – 55 000 40 000
Derivative financial
instruments – 197 25
Share based payment liability 134 064 – 148 037
Obligation under finance lease 3 014 3 126 1 709
Operating lease liability – 379 –
Deferred taxation 96 001 80 918 97 611
Current liabilities 1 348 624 1 265 323 1 581 234
Non-interest-bearing current
liabilities 1 061 174 1 036 370 1 099 630
Trade and other payables 768 933 735 653 832 964
Provisions 222 793 244 091 213 941
Other vendor payables 21 905 36 836 26 801
Taxation 47 543 19 790 25 924
Interest-bearing current
liabilities 287 450 228 953 481 604
Current portion of other non-
current liabilities 7 789 13 011 10 635
Short term loans 221 665 101 229 231 588
Current portion of redeemable
preference shares – 25 000 30 403
Current portion of long term
loans – 29 508 8 334
Bank overdraft 57 996 60 205 200 644
Total equity and liabilities 4 776 566 4 107 261 4 692 056
Number of ordinary shares in
issue – 000's 102 585 91 992 100 092
Net asset value per share –
cents 2 282 2 130 2 096
Abridged statement of cash flows
for the six months ended 31 August 2014
Unaudited Unaudited
Six Six Audited
months to months to Year to
31 August 31 August 28 February
2014 2013 2014
R’000 R’000 R’000
Operating activities
Profit before taxation and dividends 195 708 53 684 256 133
Adjustment for:
Depreciation 15 345 13 494 28 596
Impairment of investments, intangible
assets, goodwill and loans – – 10 718
Amortisation of intangibles 37 350 34 563 65 630
Amortisation of intangibles – acquired
in a business combination 28 495 25 652 47 795
Amortisation of intangibles – other than
those acquired in a business combination 8 855 8 911 17 835
(Profit)/loss on disposal of property
and equipment (615) 170 297
Share-based payments 15 178 115 098 136 969
Share-based payment expense 35 283 35 269 57 140
2013 BBBEE deal – IFRS 2 one-off, non
cash flow, share based payment expense – 86 805 86 805
Share-based payment – adjusted to fair
value – (6 976) (6 976)
Revaluation of share-based payment
liability (20 105) – –
Cash settlement of share options
exercised (25 548) (40 886) (40 884)
Revaluation of foreign exchange
denominated inter company loan 8 224 (5 539) 2 926
Non-cash portion of operating lease
rentals 661 149 561
Foreign currency translation reserve (1 317) 10 723 6 301
Interest received (2 831) (5 079) (9 881)
Interest paid 46 377 41 387 78 324
Cash generated from operations before
working capital changes 288 532 217 764 535 690
Decrease/(increase) in trade and other
receivables and prepayments 119 906 (39 931) (368 303)
(Decrease)/increase in trade and other
payables and provisions (55 179) 31 284 70 135
Cash generated from operations 353 259 209 117 237 522
Interest received 2 831 5 079 9 881
Interest paid (46 377) (41 387) (78 324)
Taxation paid (41 624) (63 273) (125 790)
Dividend paid – – (132 868)
Net cash generated/(utilised) by
operating activities 268 089 109 536 (89 579)
Investing activities
Additions to property, equipment and
intangible assets (38 582) (29 872) (78 119)
Proceeds on the sale of property and
equipment 469 470 1 976
Additions to goodwill – – (5 717)
Acquisition of businesses – – (258 681)
Acquisition of investment (73 803) – (3 530)
Investment in associates (12 248) (13 339) (33 718)
Dividends received from associates 7 037 – –
Non controlling interest (246) (39 342) (40 926)
Net cash utilised from investing
activities (117 373) (82 083) (418 715)
Financing activities
Issue of shares under employee share
option scheme 8 504 5 274 5 274
Issue of shares pursuant to acquisitions 73 687 – 254 844
Long term loans raised 129 019 732 013 723 754
Long term loans repaid (40 000) (15 000) (38 333)
Short term loan raised 190 920 106 377 231 588
Short term loan repaid (243 090) (575 587) (588 999)
Other non-current liabilities – interest
bearing 592 (1 063) (3 159)
Decrease in other payables – (85 320) (85 320)
(Decrease)/increase in other payables (4 894) 36 836 26 801
Net cash generated by financing
activities 114 738 203 530 526 450
Net increase in cash and cash
equivalents 265 454 230 983 18 156
Cash and cash equivalents at the
beginning of period/year 270 927 252 771 252 771
Cash and cash equivalents at the end of
the period/year 536 381 483 754 270 927
Free cash generated by operations per
share – cents 268,2 120,0 46,4
Total interest bearing liabilities of the group
as at 31 August 2014
Unaudited Unaudited Audited
Six Six
months to months to Year to
31 August 31 August 28 February
2014 2013 2014
R’000 R’000 R’000
Net gearing 24% 25% 37%
Net bank balances (536 381) (483 754) (270 927)
Other long term loans 1 395 2 408 2 106
Long term loan 852 775 740 347 723 754
Redeemable preference share – 55 000 40 000
Obligations under finance lease 3 014 3 126 1 709
Operating lease liability – 379 –
Current portion of other non-
current liabilities 7 789 13 011 10 635
Current portion of long term
loans – 29 508 8 334
Current portion of redeemable
preference shares – 25 000 30 403
Short term loans 221 665 101 229 231 588
Total interest bearing
liabilities 550 257 486 254 777 602
Mix of debt gross of cash
Total long term debt 79% 83% 73%
Total short term debt 21% 17% 27%
Total 100% 100% 100%
Fair values of financial instruments
Some of the Group’s financial assets and financial liabilities are
measured at fair value at the end of each reporting period.
The following table gives information about how the fair values of these
financial assets and financial liabilities are determined (in particular,
the valuation technique(s) and inputs used).
Fair value Fair value Fair value
as at as at as at
31 August 31 August 28 February
2014 2013 2014
Financial assets/financial liabilities R’000 R’000 R’000
Trade and other receivables 1 921 163 1 678 741 2 041 069
Redeemable preference shares (including
current portion) – 84 508 70 403
Derivative financial instrument – 197 25
Share based payment liability 134 064 – 148 037
Trade and other payables (excluding VAT) 635 993 632 688 728 918
Short-term loans 221 665 101 229 231 588
Financial assets/ Fair value Valuation technique(s)
financial liabilities hierarchy and key inputs
Trade and other Level 3 Face value less specific
receivables related provision
Redeemable preference Level 2 Discounted cash flow at
shares (including current portion) a coupon rate of 82,5% of
prime that reflects the
issuer’s current borrowing
rate at the end of the
reporting period
Derivative financial instrument Level 2 Discounted cash flow.
Future cash flows are
estimated based on
forward interest rates
(from observable yield
curves at the end of the
reporting period) and
contract interest rates,
discounted at a rate that
reflects the credit risk
of the counterpart
Share based payment liability Level 2 Black-Scholes pricing model
Trade and other payables Level 3 Expected settlement value
(excluding VAT)
Short-term loans Level 2 Amortised cost plus accrued
interest
Significant Relationship of
Financial assets/ unobservable unobservable inputs
financial liabilities input(s) to fair value
Trade and other receivables n/a n/a
Redeemable preference shares
(including current portion) n/a n/a
Derivative financial instrument n/a n/a
Share based payment liability n/a n/a
Trade and other payables
(excluding VAT) n/a n/a
Short-term loans n/a n/a
Abridged statement of changes in equity
for the six months ended 31 August 2014
Share Share Treasury
capital premium shares
R’000 R’000 R’000
Balance as at 1 March 2013 (audited) 2 295 1 227 213 (12 891)
Issue of ordinary shares under employee share
option plan 4 5 270 –
Recognition of BBBEE and staff share-based
payments – – –
Share options exercised during the period – – –
Share options cash settled – – –
Profit for the period – – –
Other comprehensive income for the period – – –
Acquisition of minority interest – – –
Balance as at 31 August 2013 (unaudited) 2 299 1 232 483 (12 891)
Issue of ordinary shares pursuant to
acquisition 203 255 838 –
Capitalisation of transaction costs – (1 197) –
Dividend distributions – – –
Recognition of BBBEE and staff share-based
payments – – –
Revaluation of share based payments – – –
Transfer of share-based payment reserve
share-based payment liability – – –
Profit for the period – – –
Other comprehensive income for the period – – –
Reserves acquired – – –
Balance as at 28 February 2014 (audited) 2 502 1 487 124 (12 891)
Issue of ordinary shares pursuant to
acquisition 55 73 632 –
Issue of ordinary share under employee share
option plan 6 8 498 –
Recognition of BBBEE and staff share-based
payments – – –
Adcorp Empowerment Share Incentive Trust
investment written off – – (99)
Profit for the period – – –
Other comprehensive income for the period – – –
Minority distribution – – –
Balance as at 31 August 2014 (unaudited) 2 563 1 569 254 (12 990)
Foreign
Share based currency Cash flow
payment translation hedging
reserve reserve reserve
R’000 R’000 R’000
Balance as at 1 March 2013 (audited) 183 914 (4 255) (570)
Issue of ordinary shares under
employee share option plan – – –
Recognition of BBBEE and staff share-
based payments 115 098 – –
Share options exercised during the
period (40 884) – –
Share options cash settled – – –
Profit for the period – – –
Other comprehensive income for the
period – 10 723 373
Acquisition of minority interest – – –
Balance as at 31 August 2013
(unaudited) 258 128 6 468 (197)
Issue of ordinary shares pursuant to
acquisition – – –
Capitalisation of transaction costs – – –
Dividend distributions – – –
Recognition of BBBEE and staff share-
based payments 21 871 – –
Revaluation of share based payments (24 587) – –
Transfer of share-based payment
reserve share-based payment liability (148 037) – –
Profit for the period – – –
Other comprehensive income for the
period – (4 422) 172
Reserves acquired – – –
Balance as at 28 February 2014
(audited) 107 375 2 046 (25)
Issue of ordinary shares pursuant to
acquisition – – –
Issue of ordinary share under
employee share option plan – – –
Recognition of BBBEE and staff share-
based payments 3 603 – –
Adcorp Empowerment Share Incentive
Trust investment written off – – –
Profit for the period – – –
Other comprehensive income for the
period – (1 317) 25
Minority distribution – – –
Balance as at 31 August 2014
(unaudited) 110 978 729 –
Attributable to Non-
Retained equity holders controlling
earnings of the parent interest
R’000 R’000 R’000
Balance as at 1 March 2013
(audited) 492 946 1 888 652 6 088
Issue of ordinary shares under
employee share option plan – 5 274 –
Recognition of BBBEE and staff
share-based payments – 115 098 –
Share options exercised during the
period 40 884 – –
Share options cash settled (40 884) (40 884) –
Profit for the period 20 332 20 332 –
Other comprehensive income for the
period (5 540) 5 556 (2 131)
Acquisition of minority interest (33 003) (33 003) (6 340)
Balance as at 31 August 2013
(unaudited) 474 735 1 961 025 (2 383)
Issue of ordinary shares pursuant
to acquisition – 256 041 –
Capitalisation of transaction
costs – (1 197) –
Dividend distributions (132 868) (132 868) –
Recognition of BBBEE and staff
share-based payments – 21 871 –
Revaluation of share based
payments 20 926 (3 661) –
Transfer of share-based payment
reserve share-based payment
liability – (148 037) –
Profit for the period 144 687 144 687 –
Other comprehensive income for the
period 7 647 3 397 (384)
Reserves acquired (1 583) (1 583) (249)
Balance as at 28 February 2014
(audited) 513 544 2 099 675 (3 016)
Issue of ordinary shares pursuant
to acquisition – 73 687 –
Issue of ordinary share under
employee share option plan – 8 504 –
Recognition of BBBEE and staff
share-based payments – 3 603 –
Adcorp Empowerment Share Incentive
Trust investment written off – (99) –
Profit for the period 151 258 151 258 –
Other comprehensive income for the
period 8 224 6 932 (526)
Minority distribution – – (246)
Balance as at 31 August 2014
(unaudited) 673 026 2 343 560 (3 788)
BEE
shareholders’
interest Total
R’000 R’000
Balance as at 1 March 2013 (audited) 921 1 895 661
Issue of ordinary shares under employee share
option plan – 5 274
Recognition of BBBEE and staff share-based
payments – 115 098
Share options exercised during the period – –
Share options cash settled (40 884)
Profit for the period – 20 332
Other comprehensive income for the period – 3 425
Acquisition of minority interest – (39 343)
Balance as at 31 August 2013 (unaudited) 921 1 959 563
Issue of ordinary shares pursuant to acquisition – 256 041
Capitalisation of transaction costs – (1 197)
Dividend distributions – (132 868)
Recognition of BBBEE and staff share-based
payments – 21 871
Revaluation of share based payments – (3 661)
Transfer of share-based payment reserve share-
based payment liability – (148 037)
Profit for the period – 144 687
Other comprehensive income for the period – 3 013
Reserves acquired – (1 832)
Balance as at 28 February 2014 (audited) 921 2 097 580
Issue of ordinary shares pursuant to acquisition – 73 687
Issue of ordinary share under employee share
option plan – 8 504
Recognition of BBBEE and staff share-based
payments – 3 603
Adcorp Empowerment Share Incentive Trust
investment written off – (99)
Profit for the period – 151 258
Other comprehensive income for the period – 6 406
Minority distribution – (246)
Balance as at 31 August 2014 (unaudited) 921 2 340 693
Abridged segment report (unaudited)**
for the six months ended 31 August 2014
Staffing
Blue White Independent
collar collar contracting***
Revenue
31 August 2014 (R’000) 3 497 726 672 359 2 036 025
31 August 2013 (R’000) 2 906 186 670 364 1 949 030
28 February 2014 (R’000) 6 258 270 1 314 015 3 892 860
Internal revenue
31 August 2014 (R’000) 4 976 16 556 –
31 August 2013 (R’000) 6 221 5 290 –
28 February 2014 (R’000) 11 352 40 617 197
Operating profit/(loss)
31 August 2014 (R’000) 197 683 30 891 50 674
31 August 2013 (R’000) 141 510 22 037 56 845
28 February 2014 (R’000) 326 073 57 268 109 318
Normalised* EBITDA excluding share-
based payments lease smoothing and
transaction costs
31 August 2014 (R’000) 218 525 27 731 73 279
31 August 2013 (R’000) 154 016 28 612 79 277
28 February 2014 (R’000) 358 231 68 523 154 434
Normalised* EBITDA excluding
share-based payments lease smoothing
and transaction costs
31 August 2014 (%) 6,2% 4,1% 3,6%
31 August 2013 (%) 5,3% 4,3% 4,1%
28 February 2014 (%) 5,7% 5,2% 4,0%
Normalised* EBITDA excluding share-
based payments lease smoothing and
transaction costs contribution % to
Group EBITDA
31 August 2014 (%) 72,9% 9,3% 24,4%
31 August 2013 (%) 62,3% 11,6% 32,1%
28 February 2014 (%) 65,8% 12,6% 28,4%
Depreciation and amortisation
31 August 2014 (R’000) 20 580 4 638 21 560
31 August 2013 (R’000) 9 909 10 510 21 181
28 February 2014 (R’000) 24 379 10 760 42 556
Interest income
31 August 2014 (R’000) 6 644 6 314 2 999
31 August 2013 (R’000) 12 195 5 496 4 569
28 February 2014 (R’000) 28 444 10 159 12 586
Interest expense
31 August 2014 (R’000) (22 339) (2 749) (8 280)
31 August 2013 (R’000) (12 750) (119) (8 251)
28 February 2014 (R’000) (29 704) (866) (21 465)
Taxation expense/(income)
31 August 2014 (R’000) 19 998 503 7 759
31 August 2013 (R’000) 13 363 1 824 14 352
28 February 2014 (R’000) 36 494 5 769 27 773
Net asset values
31 August 2014 (R’000) 1 625 502 140 268 959 883
31 August 2013 (R’000) 1 076 725 177 980 977 192
28 February 2014 (R’000) 1 549 260 212 910 948 002
Asset carrying value
31 August 2014 (R’000) 2 196 002 264 938 1 648 324
31 August 2013 (R’000) 1 571 106 318 992 1 637 384
28 February 2014 (R’000) 2 125 074 366 947 1 625 317
Liabilities carrying value
31 August 2014 (R’000) 570 500 124 670 688 441
31 August 2013 (R’000) 494 381 141 012 660 192
28 February 2014 (R’000) 575 814 154 037 677 315
Additions to property and equipment
31 August 2014 (R’000) 8 265 555 2 930
31 August 2013 (R’000) 6 484 3 281 1 453
28 February 2014 (R’000) 14 140 13 350 252
Tangible assets
31 August 2014 (R’000) 39 716 9 892 12 930
31 August 2013 (R’000) 33 726 10 699 8 222
28 February 2014 (R’000) 34 800 10 939 14 620
BPO,
Training and
Financial Emergent
services Business Sub total
Revenue
31 August 2014 (R’000) 139 403 11 603 6 357 116
31 August 2013 (R’000) 138 762 6 497 5 670 839
28 February 2014 (R’000) 317 586 14 173 11 796 904
Internal revenue
31 August 2014 (R’000) 13 124 3 709 38 365
31 August 2013 (R’000) 7 918 4 19 433
28 February 2014 (R’000) 23 747 6 580 82 493
Operating profit/(loss)
31 August 2014 (R’000) 19 274 (3 743) 294 779
31 August 2013 (R’000) 23 796 (12 661) 231 527
28 February 2014 (R’000) 42 555 (19 070) 516 144
Normalised* EBITDA excluding share-
based payments lease smoothing and
transaction costs
31 August 2014 (R’000) 24 507 (2 456) 341 586
31 August 2013 (R’000) 30 565 (11 541) 280 929
28 February 2014 (R’000) 52 070 (19 130) 614 128
Normalised* EBITDA excluding
share-based payments lease smoothing
and transaction costs
31 August 2014 (%) 17,6% – 5,4%
31 August 2013 (%) 22,0% – 5,0%
28 February 2014 (%) 16,4% – 5,2%
Normalised* EBITDA excluding
share-based payments lease smoothing
and transaction costs contribution % to
Group EBITDA
31 August 2014 (%) 8,2% (0,8%) 114,0%
31 August 2013 (%) 12,4% (4,7%) 113,7%
28 February 2014 (%) 9,6% (3,5%) 112,8%
Depreciation and amortisation
31 August 2014 (R’000) 3 254 1 525 51 557
31 August 2013 (R’000) 5 201 505 47 306
28 February 2014 (R’000) 7 986 1 513 87 194
Interest income
31 August 2014 (R’000) 6 200 18 22 175
31 August 2013 (R’000) 6 494 7 28 761
28 February 2014 (R’000) 12 423 20 63 632
Interest expense
31 August 2014 (R’000) (3 937) (4 993) (42 298)
31 August 2013 (R’000) (431) (2 671) (24 222)
28 February 2014 (R’000) (3 258) (6 498) (61 791)
Taxation expense/(income)
31 August 2014 (R’000) 3 658 (8 582) 23 336
31 August 2013 (R’000) 847 (4 164) 26 222
28 February 2014 (R’000) 3 544 (855) 72 725
Net asset values
31 August 2014 (R’000) 238 491 24 472 2 988 616
31 August 2013 (R’000) 236 990 10 671 2 479 558
28 February 2014 (R’000) 256 314 10 548 2 977 034
Asset carrying value
31 August 2014 (R’000) 271 553 30 733 4 411 550
31 August 2013 (R’000) 254 611 14 415 3 796 508
28 February 2014 (R’000) 304 049 18 270 4 439 657
Liabilities carrying value
31 August 2014 (R’000) 33 062 6 261 1 422 934
31 August 2013 (R’000) 17 621 3 744 1 316 950
28 February 2014 (R’000) 47 735 7 722 1 462 623
Additions to property and equipment
31 August 2014 (R’000) 3 192 1 274 16 216
31 August 2013 (R’000) 649 2 620 14 487
28 February 2014 (R’000) 1 490 5 478 34 710
Tangible assets
31 August 2014 (R’000) 6 390 4 834 73 762
31 August 2013 (R’000) 5 493 2 502 60 642
28 February 2014 (R’000) 4 753 4 649 69 761
Group Central
Central Shared
costs services Total
Revenue
31 August 2014 (R’000) 6 974 – 6 364 090
31 August 2013 (R’000) (48) 283 5 671 074
28 February 2014 (R’000) 5 459 52 11 802 415
Internal revenue
31 August 2014 (R’000) – – 38 365
31 August 2013 (R’000) – – 19 433
28 February 2014 (R’000) – – 82 493
Operating profit/(loss)
31 August 2014 (R’000) (56 276) (12 483) 226 020
31 August 2013 (R’000) (150 173) (4 531) 76 823
28 February 2014 (R’000) (219 056) 4 785 301 873
Normalised* EBITDA excluding share-
based payments lease smoothing and
transaction costs
31 August 2014 (R’000) (33 478) (8 382) 299 726
31 August 2013 (R’000) (29 046) (4 780) 247 103
28 February 2014 (R’000) (75 666) 5 919 544 381
Normalised* EBITDA excluding
share-based payments lease smoothing
and transaction costs
31 August 2014 (%) – – 4,7%
31 August 2013 (%) – – 4,4%
28 February 2014 (%) – – 4,6%
Normalised* EBITDA excluding
share-based payments lease smoothing
and transaction costs contribution %
to Group EBITDA
31 August 2014 (%) (11,2%) (2,8%) 100,0%
31 August 2013 (%) (11,8%) (1,9%) 100,0%
28 February 2014 (%) (13,9%) 1,1% 100,0%
Depreciation and amortisation
31 August 2014 (R’000) 1 138 – 52 695
31 August 2013 (R’000) 751 – 48 057
28 February 2014 (R’000) 7 032 – 94 226
Interest income
31 August 2014 (R’000) (19 419) 75 2 831
31 August 2013 (R’000) (23 782) 100 5 079
28 February 2014 (R’000) (53 926) 175 9 881
Interest expense
31 August 2014 (R’000) 644 (4 723) (46 377)
31 August 2013 (R’000) (16 006) (1 159) (41 387)
28 February 2014 (R’000) (13 471) (3 062) (78 324)
Taxation expense/(income)
31 August 2014 (R’000) 21 640 – 44 976
31 August 2013 (R’000) 9 261 – 35 483
28 February 2014 (R’000) 20 904 – 93 629
Net asset values
31 August 2014 (R’000) (623 273) (24 650) 2 340 693
31 August 2013 (R’000) (503 976) (16 019) 1 959 563
28 February 2014 (R’000) (847 185) (32 269) 2 097 580
Asset carrying value
31 August 2014 (R’000) 346 032 18 984 4 776 566
31 August 2013 (R’000) 293 606 17 147 4 107 261
28 February 2014 (R’000) 243 562 8 837 4 692 056
Liabilities carrying value
31 August 2014 (R’000) 969 305 43 634 2 435 873
31 August 2013 (R’000) 797 582 33 166 2 147 698
28 February 2014 (R’000) 1 090 747 41 106 2 594 476
Additions to property and equipment
31 August 2014 (R’000) 664 168 17 048
31 August 2013 (R’000) 1 439 3 422 19 348
28 February 2014 (R’000) 4 478 3 926 43 114
Tangible assets
31 August 2014 (R’000) 5 405 3 482 82 649
31 August 2013 (R’000) 3 970 7 182 71 794
28 February 2014 (R’000) 5 719 5 314 80 794
Rest of South
the world* Africa Total
Revenue
31 August 2014 (R’000) 1 984 616 4 379 474 6 364 090
31 August 2013 (R’000) 1 650 987 4 020 087 5 671 074
28 February 2014 (R’000) 3 470 309 8 332 106 11 802 415
Internal revenue
31 August 2014 (R’000) – 38 365 38 365
31 August 2013 (R’000) – 19 433 19 433
28 February 2014 (R’000) – 82 493 82 493
Operating profit/(loss)
31 August 2014 (R’000) 58 186 167 834 226 020
31 August 2013 (R’000) 38 582 38 241 76 823
28 February 2014 (R’000) 111 808 190 065 301 873
Normalised* EBITDA excluding share-
based payments lease smoothing and
transaction costs
31 August 2014 (R’000) 81 812 217 914 299 726
31 August 2013 (R’000) 50 974 196 129 247 103
28 February 2014 (R’000) 141 746 402 635 544 381
Normalised* EBITDA excluding share-
based payments lease smoothing and
transaction costs
31 August 2014 (%) 4,1% 5,0% 4,7%
31 August 2013 (%) 3,1% 4,9% 4,4%
28 February 2014 (%) 4,1% 4,8% 4,6%
Normalised* EBITDA excluding share-
based payments lease smoothing and
transaction costs contribution %
to Group EBITDA
31 August 2014 (%) 27,3% 72,7% 100,0%
31 August 2013 (%) 20,6% 79,4% 100,0%
28 February 2014 (%) 26,0% 74,0% 100,0%
Depreciation and amortisation
31 August 2014 (R’000) 21 879 30 816 52 695
31 August 2013 (R’000) 14 212 33 845 48 057
28 February 2014 (R’000) 14 203 80 023 94 226
Interest income
31 August 2014 (R’000) 2 158 673 2 831
31 August 2013 (R’000) 1 650 3 429 5 079
28 February 2014 (R’000) 11 107 (1 226) 9 881
Interest expense
31 August 2014 (R’000) (7 502) (38 875) (46 377)
31 August 2013 (R’000) (4 198) (37 189) (41 387)
28 February 2014 (R’000) (22 584) (55 740) (78 324)
Taxation expense/(income)
31 August 2014 (R’000) 6 710 38 266 44 976
31 August 2013 (R’000) 4 645 30 838 35 483
28 February 2014 (R’000) (2 730) 96 359 93 629
Net asset values
31 August 2014 (R’000) 736 542 1 604 151 2 340 693
31 August 2013 (R’000) 434 953 1 524 610 1 959 563
28 February 2014 (R’000) 695 431 1 402 149 2 097 580
Asset carrying value
31 August 2014 (R’000) 1 358 801 3 417 765 4 776 566
31 August 2013 (R’000) 1 113 311 2 993 950 4 107 261
28 February 2014 (R’000) 1 430 496 3 261 560 4 692 056
Liabilities carrying value
31 August 2014 (R’000) 622 259 1 813 614 2 435 873
31 August 2013 (R’000) 678 358 1 469 340 2 147 698
28 February 2014 (R’000) 735 065 1 859 411 2 594 476
Additions to property and equipment
31 August 2014 (R’000) 3 907 13 141 17 048
31 August 2013 (R’000) 2 189 17 159 19 348
28 February 2014 (R’000) 2 678 40 436 43 114
Tangible assets
31 August 2014 (R’000) 19 412 63 237 82 649
31 August 2013 (R’000) 13 529 58 265 71 794
28 February 2014 (R’000) 7 494 73 300 80 794
* Rest of the world represents operations in Africa and Australia.
** The allocation basis of the various segments has been updated to better
reflect the manner in which the Group’s activities are currently managed.
*** Also known as professional services.
Pro Forma Financial Information
The unaudited pro forma financial information below has been prepared for
illustrative purposes only to provide information on how the normalised
earnings adjustments might have impacted on the financial results of the
Group. Because of its nature, the pro forma financial information may not
be a fair reflection of the Group’s results of operation, financial
position, changes in equity or cash flows.
The underlying information used in the preparation of the pro forma
financial information has been prepared using the accounting policies that
comply with International Financial Reporting Standards. These are
consistent with those applied in the published interim consolidated
results of the Group for the period ended 31 August 2014.
Notwithstanding the events subsequent to the reporting period disclosed
below, no adjustments have been made to the pro forma financial
information.
The directors are responsible for compiling the pro forma financial
information on the basis of the applicable criteria specified in the JSE
Listings Requirements.
For the six months ended 31 August 2014
Six Six
months to months to
31 August 31 August
2014 2013 %
Note R’000 R’000 Change
Revenue 1 6 364 090 5 671 074 12
Cost of sales 1 (5 382 325) (4 782 663) (13)
Gross Profit 1 981 765 888 411 11
Other income 1 69 796 40 555 72
Administrative marketing,
selling and operating expenses 1 (825 541) (852 143) 3
Operating profit 1 226 020 76 823 194
Adjusted for:
Depreciation 2 15 345 13 494 14
Amortisation of intangible asset
acquired in business combination 2 28 495 25 652 11
Amortisation of intangibles other
than those acquired in business
combination 2 8 855 8 911 (1)
Share-based payments 2 15 178 122 074 (88)
Lease smoothing 2 661 149 -
Transaction costs 5 5 172 -
Normalised EBITDA (excluding
share-based payments, and lease
smoothing) 299 726 247 103 21
Adjusted for:
Depreciation 2 (15 345) (13 494) (14)
Amortisation of intangibles
other than those acquired in a
business combination 2 (8 855) (8 911) 1
Normalised operating profit 275 526 224 698 23
Net interest paid (43 546) (36 308) (20)
Normalised profit before
taxation 231 980 188 390 23
Normalised taxation 3 (53 140) (42 707) (24)
Normalised profit for the year 178 840 145 683 23
Share of profits from associates 12 248 13 339 (8)
Non-controlling interests 526 2 131 -
Total normalised profit for the
year 191 614 161 153 19
Normalised effective tax rate 23% 23%
Normalised earnings per share –
cents 4 191.7 176.5 9
Diluted normalised earnings per 181.3 168.5 8
share – cents 4
Weighted average No of shares –
000’s 1 99 954 91 279 10
Diluted weighted average No of
shares – 000’s 1 105 698 95 659 10
Notes:
1 As per the statement of comprehensive income for the six months ended
31 August 2014.
2 As per the statement of cash flows for the six months ended 31 August
2014.
3 The taxation expense has been adjusted for the adjusted items above.
4 Per share calculation is based on total normalised profit.
5 Being once-off transaction costs incurred pursuant to the acquisition of
Kelly Group Limited.
Unaudited statement of consolidated normalised earnings*
for the six months ended 31 August 2014
Six Six
months to Year to months to Six
31 August 31 August 28 February months
2014 2013 2014 %
R’000 R’000 R’000 change
Revenue 6 364 090 5 671 074 11 802 415 12%
Cost of sales (5 382 325) (4 782 663) (9 891 844) (13%)
Gross profit 981 765 888 411 1 910 571 11%
Other income 69 796 40 555 81 603 72%
Administrative, marketing,
selling and operating
expenses (825 541) (852 143) (1 690 301) 3%
Operating profit 226 020 76 823 301 873 194%
Adjusted for:
Depreciation 15 345 13 494 28 596 14%
Amortisation of intangible
assets 37 350 34 563 65 630 8%
Share-based payments 15 178 122 074 143 945 (88%)
Share-based payment expense 35 283 35 269 57 140 –
2013 BBBEE deal – IFRS 2
one-off, non cash flow,
share based payment expense – 86 805 86 805 –
Revaluation of share-based
payment liability (20 105) – – –
Lease smoothing 661 149 561 –
Transaction costs 5 172 – 3 776 –
Normalised EBITDA
(excluding share based
payments, lease smoothing
and transaction costs) 299 726 247 103 544 381 21%
Adjusted for:
Depreciation (15 345) (13 494) (28 596) (14%)
Amortisation of intangibles
other than those acquired
in a business combination (8 855) (8 911) (17 835) 1%
Normalised operating profit 275 526 224 698 497 950 23%
Net interest paid (43 546) (36 308) (68 442) (20%)
Normalised profit before
taxation 231 980 188 390 429 508 23%
Normalised taxation (53 140) (42 707) (107 169) (24%)
Normalised profit for the
period/year 178 840 145 683 322 339 23%
Share of profits from
associates 12 248 13 339 33 718 (8%)
Non controlling interest 526 2 131 2 515 –
Total normalised profit for
the period/year 191 614 161 153 358 572 19%
Normalised effective tax
rate 23% 23% 25% –
Normalised earnings per
share – cents 191,7 176,5 384,3 9%
Diluted normalised earnings
per share – cents 181,3 168,5 359,9 8%
Weighted average no of
shares – 000’s 99 954 91 279 93 299 10%
Diluted weighted average no
of shares – 000’s 105 698 95 659 99 723 10%
* Normalised earnings is defined as operating profit adjusted for
depreciation, amortisation of intangibles, share-based payments, lease
smoothing and one-off transaction costs relating to acquisitions.
Comments
Overview
The Adcorp Group performed well and in line with managements’
expectations during the six month period ended 31 August 2014.
Group revenues increased by 12% to R6,4 billion whilst normalised earnings
before interest, tax, depreciation and amortisation (EBITDA) of R299,7
million were 21% ahead of the prior period’s comparable figure. Normalised
earnings per share of 191,7 cents were 9% ahead of the prior period.
Pleasing to note is that the Group’s cash generation performance was
substantially better than in the previous financial year. In this
regard, the Group’s cash conversion ratio increased to an impressive
128% compared to the disappointing conversion ratio of 48% achieved
in the prior financial year.
Also encouraging is the Group’s margin performance whereby the normalised
EBITDA margin increased to 4,7% (2013: 4,4%). This improved margin is in
part reflective of the enhanced back office efficiencies achieved by the
Group’s shared service centre which is starting to deliver cost,
efficiency and scale advantage.
South Africa
The Group’s blue-collar businesses continued to perform well, delivering
strong earnings and margin growth. This despite being affected by strike
action which negatively impacted volumes. The new Labour Relations
Act (LRA) has now been signed into law although the implementation date has
yet to be gazetted. It is likely that the implementation date will be prior
to the end of the 2014 calendar year.
Arguably, these long anticipated new labour laws have and will continue to
benefit the Group’s blue-collar businesses as employers have tended
to favour the larger, more sophisticated and reputable providers such as
Adcorp who are better positioned to ensure regulatory and legislative
compliance.
The white collar businesses were slightly down compared to the prior
period and management’s expectations. The independent contracting
(professional services) business, although down compared to the prior
period due to seasonality, was in line with management’s expectations.
A stronger performance in the second half should be achieved. The
contribution from BPO, training and financial services was lower than in
the prior period due largely to the significant, downward price revision
of a major contract by FMS as reported last year.
Rest of Africa, Asia and Australia
The Group’s African operations which focus predominantly in the areas of
mining, oil, gas, exploration and related infrastructure development,
continued to show good growth.
Australian independent IT contracting business, Paxus, also achieved solid
growth which is reflective of an improving IT employment market in that
country.
Indian associate IT solutions business, Nihilent, in which the Group owns
a 35% stake, was slightly down on the prior period as a result of the
reversal of a provision in the prior period that was no longer required.
Excluding the effect of this one-off provision reversal which favoured
prior period profits, the business is performing well and achieved real
earnings growth at an operational level.
Included in the results for the six month period under review are the
results of Labour Solutions Australia (LSA) which was acquired by Adcorp
in December 2013. The business is on track to achieve its potential and
has integrated well into the Group.
General
As previously announced on SENS, during April 2014, the Group acquired
approximately 30% of the issued shares in Kelly Group Limited (Kelly) for
a consideration of R73,8 million.
Subsequent to this, Adcorp made an offer to acquire the remaining shares
in Kelly that it does not own. The proposed transaction is to be effected
by way of a scheme of arrangement between Kelly and its shareholders.
The requisite majority of Kelly shareholders to approve such a scheme have
voted in favour of the scheme. The proposed takeover of Kelly is now subject
to approval by the South African competition authorities.
Significant effort has been focused on improving operational efficiencies
and on controlling costs. In this regard, the Group upgraded its ERP
system, created a shared service centre and outsourced many of its back
office functions to Indian-based Genpact over the past two years.
It is pleasing to note that this strategy is starting to deliver benefits
as evidenced by the Group’s increasing margins, as discussed, as well as
the expense ratio whereby administrative, marketing, selling and operating
expenses as a percentage of revenue improved from 15% in the corresponding
reporting period to 13% in this reporting period.
Financial overview
Headline earnings per share of 150,9 cents are 573% higher than the 22,4
cents per share for the comparative prior period. This is as a consequence
of the first full period inclusion of the contribution from LSA and the
non-repetition of the International Financial Reporting Standards (IFRS)
requirement that R87 million be expensed as a once-off, non cash flow
share based payment charge to the prior year profits arising from the 2013
BBBEE deal that was finalised, implemented and previously reported with
effect 27 August 2013.
Given the above accounting treatment and other IFRS non cash flow charges
to profit and loss, the Group has consistently disclosed that its primary
measure of performance is normalised earnings. In this regard,
shareholders are referred to the statement of consolidated normalised
earnings contained in this announcement.
The increase in normalised EBITDA to R299,7 million for the six months
ended 31 August 2014 from R247,1 million for the comparative prior period,
is partly due to the inclusion of the Australian business LSA, which was,
for the first time included for the full period under review.
The Group’s improved normalised EBITDA margin of 4,7% was largely
attributable to the traditional blue-collar staffing businesses although
this was partially offset by the lower margin in the BPO training and
financial services segment.
The Group’s overall normalised effective tax rate remained constant at
23% (2013: 23%) and is in line with management’s expectations. As reported
previously, lower levels of tax deductions were claimed in respect of
registered learnerships in compliance with the Income Tax Act while
Australian related tax is provided for at a rate higher than the South
African corporate tax rate of 28%. Cash management remains a high priority
for management and as such the cash conversion ratio was 128% (2013: 93%)
as mentioned. Days settlement outstanding (DSO) totalled 41 days (2013:
42 days) which improved substantially from the 48 days reported for the
previous financial year end. This result was achieved in the context of the
continued challenging collections environment especially relating to our
African operations.
Cash generated from operations before working capital increased by 33%
mainly due to the higher level of profitability year on year. Successful
management of working capital resulted in R65 million being generated when
compared to the R9 million being consumed in the prior period. This
contributed to R353 million of net cash being generated by operations
being 69% higher when compared to the R209 million generated for the prior
period.
The Group’s overall net gearing percentage reduced to 24% (2013: 25%) from
37% reported for the previous financial year end. During the current
period, the Group incurred a 20% increase in net interest paid given the
inclusion of the LSA related acquisition debt and higher business
activity.
Basis of preparation
The Group’s unaudited summary consolidated interim financial statements
(financial results) are prepared in accordance with the requirements of
the JSE Limited Listings Requirements for provisional reports, the
requirements of the Companies Act applicable to summary financial
statements, the framework, measurement and recognition requirements of
IFRS, the SAICA Financial Reporting Guides as issued by the Accounting
Practices Committee, the Financial Reporting Pronouncements as issued by
the Financial Reporting Standards Council and the requirements of IAS 34
Interim Financial Reporting. The accounting policies applied in the
preparation of the financial results are in terms of IFRS and are
consistent with the accounting policies applied in the preparation of the
group’s previous consolidated interim financial statements, except for the
mandatory adoption of new and revised IFRS, none of which are expected to
have a material impact on the financial results.
The financial results have been prepared by the Group Financial Manager,
A Viljoen (B.Comm Honours) and supervised by the Group Chief Financial
Officer, AM Sher (CA(SA), CFA).
Contingent liabilities and commitments
Our bankers have guaranteed R8,2 million (2013: R4,9 million) on behalf of
the Group to creditors. As at the balance sheet date the Group has
outstanding operating lease commitments totalling R111,4 million (2013:
R154,7 million) in non-cancellable property leases. The Group has IT
capital commitments contracted for of R2,1 million (2013: R18,5 million)
relating to the Microsoft Dynamix AX 2012 upgrade.
Changes to the board of Adcorp
Mr Campbell Bomela retired as an executive director on Monday, 30 June
2014. The board expresses gratitude to him for his services to the
Group.
Declaration of interim dividend
Notice is hereby given that an interim gross dividend of 60 cents per
share (2013: 60 cents per share) for the interim period ended 31 August
2014 was declared on Wednesday, 22 October 2014 payable to shareholders
recorded in the share register of the Company at the close of business on
the record date appearing below. The salient dates pertaining to the final
dividend are as follows:
Last date to trade “cum” dividend Friday, 28 November 2014
Date trading commences “ex” dividend Monday, 1 December 2014
Record date Friday, 5 December 2014
Date of payment Monday, 8 December 2014
Ordinary share certificates may not be dematerialised or rematerialised
between Monday, 1 December 2014 and Friday, 5 December 2014, both days
inclusive.
In determining the dividends tax (DT) of 15% to withhold in terms of the
Income Tax Act for those shareholders who are not exempt from the DT, no
secondary tax on companies (STC) credits have been utilised.
Shareholders who are not exempt from the DT will therefore receive a net
dividend of 51 cents per share. The Company has 104 626 678 ordinary
shares in issue and its income tax reference number is 9233/68071/0.
All times provided in this announcement are South African local times. The
above dates are subject to change. Any changes will be released on SENS
and published in the South African press.
Where applicable, dividends in respect of certificated shares will be
transferred electronically to shareholders’ bank accounts on the payment
date. In the absence of specific mandates, dividend cheques will be posted
to shareholders at their own risk. Ordinary shareholders who hold
dematerialised shares will have their accounts at their CSDP or broker
credited on Monday, 8 December 2014.
Events after the reporting date
Subsequent to the closure of the interim financial period ended 31
August 2014 and the date of the approval of these unaudited interim
financial statements, namely 22 October 2014, the Group undertook the
event mentioned below.
As detailed in the announcement on SENS dated Monday, 1 September 2014,
76% of shareholders elected to receive fully paid ordinary shares as a
scrip distribution while 24% of shareholders elected to receive a cash
dividend.
Accordingly on Monday, 1 September 2014 share certificates or dividend
cheques, where applicable, were posted to certificated shareholders and in
the case of dematerialised shareholders, their CSDP or broker accounts
were credited on the same date.
Outlook and prospects
The Group’s South African operations are well prepared for the impending
changes to labour legislation.
Whilst the full practical implications of these legislative changes are
yet to unfold, it is unlikely that they will have any meaningful, negative
impact on the Group’s overall financial performance.
Consolidation in the South African industry and the tendency of
employers to favour the larger, more reputable suppliers such as Adcorp,
all bodes well for the Group’s future prospects.
In addition, the Group continues to strengthen its presence and to seek
out opportunities across Africa and the Asia Pacific region where it is
growing its footprint and is developing a reputation as a player of
consequence in these markets.
The potential to deliver work assignments across these various geographies
is now a reality. In this regard, the Group has been successful in
pursuing a number of cross border opportunities which, given its
relatively recent expanded geographic reach, it is uniquely positioned to
service. It is anticipated that many more of these cross border
opportunities will be in the offing.
Operationally, the focus on costs and operational efficiencies is also
paying off.
Given the ongoing consolidation in the South African staffing industry,
certainty with regard to South African labour legislation, the Group’s
focus on the buoyant African and Asia Pacific staffing markets, its strong
cash flow generation coupled with the cost and efficiency initiatives
mentioned which are now starting to deliver, the Group is well positioned
for the future.
These interim results and any forward looking statements have not been
reviewed or reported on by the Group’s auditors.
By order of the board
MJN Njeke RL Pike AM Sher
Chairman Chief Executive Officer Chief Financial Officer
22 October 2014
Corporate information
Executive directors
BE Bulunga, RL Pike (Chief Executive Officer), AM Sher, PC Swart
Non-executive directors
GP Dingaan, NS Ndhlazi, MR Ramaite
Independent non-executive directors
MJN Njeke (Chairman), ME Mthunzi,TDA Ross, SN Mabaso-Koyana, M Spicer
Alternate non-executive directors
C Maswanganyi, L Mojela
Physical address
Adcorp Office Park
Nicolway Bryanston
Cnr William Nicol Drive and Wedgewood Link
Bryanston, 2021
PO Box 70635, Bryanston, 2021
Tel: 011 244 5300
Fax: 011 244 5310
Email: cfo@adcorp.co.za
Registration number 1974/001804/06
Acting Company Secretary
AM Sher
Transfer secretaries
Link Market Services SA Proprietary Limited
Rennie House
13th floor
19 Ameshoff Street
Braamfontein
2001
Sponsor
Deloitte & Touche Sponsor Services Proprietary Limited
Building 8, Deloitte Place
The Woodlands
20 Woodlands Drive
Woodmead, Sandton
2146
Date: 22/10/2014 12:43:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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