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SEARDEL INVESTMENT CORPORATION LTD - Unaudited Consolidated Condensed Interim Results for the six months ended 30 September 2014

Release Date: 20/11/2014 12:00
Code(s): SRN SER     PDF:  
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Unaudited Consolidated Condensed Interim Results for the six months ended 30 September 2014

SEARDEL INVESTMENT CORPORATION LIMITED 
("Seardel" or "the Group")

Registration number: 1968/011249/06 (Incorporated in the Republic of South Africa)
JSE share code: SER        ISIN: ZAE000029815
JSE share code: SRN        ISIN: ZAE000030144


UNAUDITED CONSOLIDATED CONDENSED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2014


STATEMENT OF FINANCIAL POSITION
Rand thousands                                30 Sep 2014   30 Sep 2013   31 Mar 2014
                                                Unaudited     Unaudited       Audited
ASSETS
Non-current assets                              9 571 792     1 435 388     8 928 667 
Plant and equipment                               732 642       342 079       525 316 
Owner-occupied property                           758 646       417 367       838 496 
Investment property                               690 340       549 073       669 619 
Intangible assets                               2 923 898        16 184     2 817 234 
Goodwill                                        3 882 514        14 016     3 708 837 
Equity-accounted investees                        240 673             -       132 698 
Other investments                                   3 644         3 673         3 644 
Long-term receivables                             249 881        51 697       146 582 
Deferred tax assets                                89 554        41 299        86 241 
Current assets                                  2 848 490     1 404 142     2 084 300 
Non-current assets held for sale                   54 437         1 785        54 536 
Inventories                                       695 858       710 749       555 433 
Programming rights                                419 946             -       282 682 
Trade and other receivables                     1 359 014       681 503     1 024 750 
Current tax assets                                 13 892         7 378         6 087 
Cash and cash equivalents                         305 343         2 727       160 812 
Total assets                                   12 420 282     2 839 530    11 012 967 
                              
EQUITY AND LIABILITIES                              
Total equity                                    8 954 271     1 488 813     3 948 047 
Stated capital                                  6 665 382       320 366     1 692 429 
Treasury shares                                   (17 794)      (17 794)      (17 794)
Reserves                                        1 084 419     1 186 241     1 043 334 
Equity attributable to owners of the parent     7 732 007     1 488 813     2 717 969 
Non-controlling interest                        1 222 264             -     1 230 078 
Non-current liabilities                         1 245 329       107 797     5 568 810 
Deferred tax                                      479 415         8 016       486 583 
Post-employment medical aid benefits               91 055        85 567        91 180 
Interest-bearing liabilities                      550 774        13 986     4 868 343 
Share-based liabilities                           122 465             -       122 465 
Operating lease accruals                            1 620           228           239 
Current liabilities                             2 220 682     1 242 920     1 496 110 
Current tax payable                                13 915             -           529 
Post-employment medical aid benefits                6 205         5 116         6 280 
Interest-bearing liabilities                      273 718        30 541        67 161 
Trade and other payables                        1 143 869       545 177       861 047 
Provisions                                              -             -        23 309 
Bank overdrafts                                   782 975       662 086       537 784 
Total liabilities                               3 466 011     1 350 717     7 064 920 
Total equity and liabilities                   12 420 282     2 839 530    11 012 967 
                              
Net asset value                                 7 732 007     1 488 813     2 717 969 
Net asset value per share after 
  treasury shares (cents)                             179           217           229


CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Rand thousands                                30 Sep 2014   30 Sep 2013*
                                                Unaudited     Unaudited      % change
Revenue                                         2 437 982     1 053 099         131,5 
Gross profit                                    1 001 332       274 042         265,4 
Operating profit before finance costs             233 495        98 787         136,4 
Loss from equity-accounted investees               (1 034)            -          
Finance income                                     12 671           862       1 370,0 
Finance expenses                                  (56 023)      (21 778)        157,2 
Profit before tax                                 189 109        77 871         142,8 
Income tax (expense)/income                       (91 645)          496           
Profit for the period from continuing operations   97 464        78 367          24,4 
Profit/(loss) for the period from discontinued 
  operations                                          380       (50 312)          
Total income for the period                        97 844        28 055         248,8 
                              
Other comprehensive income for the period 
  net of related tax effects:                              
Foreign operations - foreign currency 
  translation differences                          (5 203)            -          
Total comprehensive income for the period          92 641        28 055         230,2 
                              
Profit attributable to:
Owners of the parent                               55 642        28 055           
Non-controlling interests                          42 202             -          
                                                   97 844        28 055         248,8
                              
Total comprehensive income attributable to:                              
Owners of the parent                               52 279        28 055           
Non-controlling interests                          40 362             -          
                                                   92 641        28 055         230,2
                              
* Restated, refer to note 7.                              


CONDENSED STATEMENT OF CASH FLOWS
Rand thousands                                              30 Sep 2014   30 Sep 2013 
                                                              Unaudited     Unaudited
Net cash flow from operating activities                        (240 597)     (125 881)
Net cash flow from investing activities                        (686 753)      (61 273)
Net cash flow from financing activities                         826 690        30 243 
Net decrease in cash and cash equivalents                      (100 660)     (156 911)
Cash and cash equivalents at the beginning of the period       (376 972)     (502 448)
Cash and cash equivalents at the end of the period             (477 632)     (659 359)


STATEMENT OF CHANGES IN EQUITY
Rand thousands                       Stated      Treasury         Other      Retained 
                                    capital        shares      reserves        income
Balance at 1 April 2013             312 156       (17 794)      298 669       867 555 
Total comprehensive profit 
  for the period                          -             -             -        28 055 
Transactions with owners
Share options exercised               8 210             -             -        (8 038)
Balance at 30 September 2013        320 366       (17 794)      298 669       887 572 
Balance at 1 April 2014           1 692 429       (17 794)      317 108       726 226 
Total comprehensive profit 
  for the period                          -             -        (3 363)       55 642 
Transactions with owners
Issue of ordinary shares          4 961 451             -             -             -  
Share options exercised              11 502             -             -       (11 194)  
Change in ownership interest
Dividends declared                        -             -             -             -  
Acquisition of subsidiary with 
  non-controlling interest                -             -             -             -  
Acquisition of non-controlling 
  interest without a change in 
  control                                 -             -             -             -  
Balance at 30 September 2014      6 665 382       (17 794)      313 745       770 674  

Rand thousands                                                 Non-con-
                                                               trolling         Total
                                                    Total      interest        equity
Balance at 1 April 2013                         1 460 586             -     1 460 586 
Total comprehensive profit for the period          28 055             -        28 055 
Transactions with owners
Share options exercised                               172             -           172 
Balance at 30 September 2013                    1 488 813             -     1 488 813 
Balance at 1 April 2014                         2 717 969     1 230 078     3 948 047 
Total comprehensive profit for the period          52 279        40 362        92 641 
Transactions with owners
Issue of ordinary shares                        4 961 451             -     4 961 451 
Share options exercised                               308             -           308 
Change in ownership interest
Dividends declared                                      -       (41 563)      (41 563)
Acquisition of subsidiary with 
  non-controlling interest                              -        (2 419)       (2 419)
Acquisition of non-controlling interest 
  without a change in control                           -        (4 194)       (4 194)
Balance at 30 September 2014                    7 732 007     1 222 264     8 954 271
                                                                      
                                                                      
Rand thousands                                              30 Sep 2014   30 Sep 2013 
                                                              Unaudited     Unaudited
Composition of other reserves
Revaluation of investments                                        2 912         2 861 
Capital redemption reserve fund                                      70           440 
Surplus on disposal of subsidiary and associated companies        7 923         7 923 
Translation reserve                                              (2 218)            -
Surplus on revaluation of land and buildings                    305 058       287 445 
                                                                313 745       298 669


CONDENSED SEGMENTAL REPORT
Rand thousands                                                  Branded               
                                                                Product               
                                                                Distri-               
                                      Media    Properties        bution      Textiles 
2014
Segment revenue
Gross sales                       1 200 606        64 851       631 952       334 384 
Inter-segment sales (these 
  transactions are at arm's length)       -       (17 905)            -        (7 081) 
                                  1 200 606        46 946       631 952       327 303 
Less: Revenue attributable to 
  discontinued operations                 -             -             -             - 
Revenue as per statement of 
  profit or loss and other 
  comprehensive income            1 200 606        46 946       631 952       327 303  
Segment results
Operating profit/(loss) 
  from operations                   212 042        44 076         2 202       (12 326) 
Less: Operating profit from 
  discontinued operations                 -             -             -             -  
Operating profit/(loss) from 
  continuing operations             212 042        44 076         2 202       (12 326) 

2013*
Segment revenue
Gross sales                               -        56 166       419 408       398 170 
Inter-segment sales (these 
  transactions are at arm's length)       -       (23 557)            -       (25 656)  
                                          -        32 609       419 408       372 514 
Less: Revenue attributable to 
  discontinued operations                 -             -             -             -  
Revenue as per statement of 
  profit or loss and other 
  comprehensive income                    -        32 609       419 408       372 514 
Segment results
Operating profit/(loss) 
  from operations                         -        37 188         14 809       10 869 
Less: Operating loss from 
  discontinued operations                 -             -             -             -  
Operating profit/(loss) from 
  continuing operations                   -         37 188       14 809        10 869 

* Restated, refer to note 7.

Rand thousands                                                     Head 
                                                             Office and
                                                            Centralised
                                Industrials      Clothing      Services         Total
2014
Segment revenue
Gross sales                         225 585       295 494             -     2 752 872 
Inter-segment sales (these 
  transactions are at arm's length)       -             -             -       (24 986)
                                    225 585       295 494             -     2 727 886 
Less: Revenue attributable to 
  discontinued operations                 -      (289 904)            -      (289 904)
Revenue as per statement of 
  profit or loss and other 
  comprehensive income             225 585         5 590             -      2 437 982 
Segment results
Operating profit/(loss) 
  from operations                    9 836        (3 940)      (18 015)       233 875 
Less: Operating profit from 
  discontinued operations                -           380             -            380 
Operating profit/(loss) from 
  continuing operations              9 836        (4 320)      (18 015)       233 495 

2013*
Segment revenue
Gross sales                        217 125       320 588             -      1 411 457 
Inter-segment sales (these 
  transactions are at arm's length)      -           (87)            -        (49 300)
                                   217 125       320 501             -      1 362 157 
Less: Revenue attributable to 
  discontinued operations                -      (309 058)            -       (309 058)
Revenue as per statement of 
  profit or loss and other 
  comprehensive income             217 125        11 443             -      1 053 099 
Segment results
Operating profit/(loss) 
  from operations                   14 546       (45 745)       23 878         55 545 
Less: Operating loss from 
  discontinued operations                -       (43 242)            -        (43 242)
Operating profit/(loss) from 
  continuing operations             14 546        (2 503)       23 878         98 787 

* Restated, refer to note 7.


STATISTICS PER SHARE
In cents, where applicable                                  30 Sep 2014   30 Sep 2013
                                                              Unaudited     Unaudited
Weighted average number of shares in issue ('000)             3 905 028       683 354
Number of shares in issue ('000)                              4 318 212       685 925
Diluted weighted average number of shares in issue ('000)     3 929 671       730 820
                    
Basic earnings/(loss)                                               1.4           4.1 
Continuing operations                                               1.4          11.5 
Discontinued operations                                               -          (7.4)
Headline earnings/(loss)                                            1.3           4.1 
Continuing operations                                               1.3          11.5 
Discontinued operations                                               -          (7.4)
Diluted earnings/(loss)                                             1.4           3.8 
Continuing operations                                               1.4          10.7 
Discontinued operations                                               -          (6.9)
Diluted headline earnings/(loss)                                    1.3           3.8 
Continuing operations                                               1.3          11.2 
Discontinued operations                                               -          (7.4)
                    
Reconciliation between profit and headline earnings                    
Income attributable to shareholders                              55 642        28 055
Bargain purchase                                                 (1 639)            -
Surplus on disposal of property, plant and equipment             (2 428)         (173)
Loss on disposal of property, plant and equipment                     -           131
Total tax effect of adjustments                                     647            16
Headline earnings                                                52 222        28 029


NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED RESULTS 
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2014
1  Basis of preparation
   The unaudited consolidated condensed results for the six months to September 2014 
   have been prepared in accordance with and containing the information as required by 
   International Accounting Standard (IAS) 34: Interim Financial Reporting, the SAICA 
   Financial Reporting Guides as issued by the Accounting Practices Committee, and are 
   in compliance with the Listings Requirements of the JSE Limited. These results do not 
   include all the information required for a complete set of IFRS financial statements. 
   However, selected explanatory notes are included to explain events and transactions 
   that are significant to an understanding of the changes in the Group's financial 
   position and performance since the last annual consolidated financial statements as 
   at and for the year ended 31 March 2014.

   These results have been prepared under the supervision of the Financial Director, 
   Gys Wege (CA) SA, and have not been audited or reviewed by the Group's auditors, 
   KPMG Inc.

2  Significant accounting policies
   The unaudited consolidated condensed results have been prepared under the historical 
   cost convention, except for the revaluation of certain properties and financial 
   instruments. The accounting policies adopted are consistent with those followed in 
   the preparation of the Group's annual financial statements for the year ended 
   31 March 2014, except for the standards and amendments to standards that became 
   effective on 1 January 2014: IAS 32: Financial Instruments - Presentation, IAS 36: 
   Impairment of Assets and IAS 39: Financial Instruments - Recognition and Measurement. 
   The impact of these amendments are not considered material.

3  Capital expenditure and commitments
   Rand thousands                   Capital expenditure       Contractual commitments
                                30 Sep 2014   30 Sep 2013   30 Sep 2014   30 Sep 2013
                                  Unaudited     Unaudited     Unaudited     Unaudited 
   Investment property               20 721        23 844        40 000             - 
   Land and buildings                   436           216        87 600             - 
   Plant and equipment              196 111        28 360       283 000           600 
   Intangible assets                161 147         5 060             -             - 
   Total capital expenditure        378 415        57 480       410 600           600

   The above includes amounts acquired through business combinations - refer to note 6.

   The capital commitments are expected to be incurred in the remainder of the 2015 
   reporting period.

4  Issue of shares
   The authorised share capital of the company was increased from 200 million N shares 
   to 10,550 billion N shares of no par value. On 29 April 2014 the company concluded 
   a R5 billion rights issue to shareholders and issued 3,125 billion new N ordinary 
   shares, the proceeds of which was utilised to settle debt.

   During the period 6 275 694 ordinary shares were issued in terms of the Group's 
   share incentive scheme.

5  Diluted weighted average number of shares
   The difference between the weighted average number of shares and the diluted weighted 
   average number of shares are due to the impact of the unexercised options under the 
   Group's share incentive scheme.

6  Business combinations
   Subsidiaries acquired during the period
                                                                                     Net profit/
                                                                          Revenue        (loss)
                                                                      contributed  contributed
                                                % voting                   to the       to the
   Subsidiary           Acquisition             interest                    Group        Group
   name                 date          Segment   acquired  Description       R'000        R'000
   Longkloof Limited    1 Sep 2014    Media         100%  Off-shore         5 637       (1 679)
   and its subsidiaries                                   media
   and associates                                         investment  

   Crystal Brook        1 Sep 2014    Media         100%  Content           1 378          373 
   Distribution                                           distribution
   Proprietary Limited

   TVPC Media           1 Jul 2014    Media          60%  Producer of         408       (1 002)
   Proprietary Limited                                    long-format 
                                                          TV series 
                                                          (Youth sport)      

   Limtech Biometric    1 Apr 2014    Branded       100%  Provider of       4 458          198
   Solutions Proprietary              Product             access security
   Limited                            Distribution        solutions, 
                                                          specialising in 
                                                          biometric 
                                                          fingerprint 
                                                          recognition        
 
   Deneb Invest 141     1 Aug 2014     Branded       51%  Distributor of    1 913         (680)
   Holdco Proprietary                  Product            stationery
   Limited                             Distribution                 

   Consideration transferred
   The following table summarises the consideration paid for the entities and the amount of 
   the assets acquired and liabilities assumed recognised at the acquisition date.

                                                                   2014          2013
                                                              Unaudited     Unaudited
   Consideration                                                  R'000         R'000
   Cash                                                         514 255         4 842
   Contingent consideration                                       1 400        13 089
   Total consideration                                          515 655        18 061
                    
   Recognised amounts of identifiable assets 
     acquired and liabilities assumed
   Property, plant and equipment                                 21 263        11 959
   Intangible assets                                            138 542             -
   Deferred tax asset                                               339             -
   Investments                                                        -            93
   Investments in associates                                    102 790             -
   Inventories                                                    3 264         8 018
   Trade and other receivables                                   55 904        12 560
   Programming rights                                            10 459             -
   Other financial assets                                        18 712             -
   Cash and cash equivalents                                     35 069             -
   Non-current loan                                              (3 624)       (8 628)
   Deferred liabilities                                               -        (4 710)
   Trade and other payables                                     (40 267)      (11 458)
   Taxation payable                                              (1 184)            -
   Bank overdrafts                                                  (69)       (3 789)
   Total identifiable net assets                                341 198         4 045
   Non-controlling interest                                       2 419             -
   Bargain purchase                                              (1 639)            -
   Goodwill                                                     173 677        14 016
   Total consideration                                          515 655        18 061

   Measurement of fair values
   The assets and liabilities acquired in the media segment have been measured on a 
   provisional basis. If new information is obtained within one year of the date of 
   acquisition about the facts and circumstances that existed at the date of 
   acquisition, the accounting for the acquisition will be revised.

7  Change in comparatives
   The result of discontinued operations have been separately disclosed on the face 
   of the statement of profit or loss and other comprehensive income. Where practical, 
   the prior year results have been restated accordingly. 

   The discontinued operations relate to the disposal of the apparel manufacturing 
   business to SACTWU as announced on SENS on 29 October 2013.

8  Post-period-end events
   Separate listing and unbundling of Seardel's non-media investments
   The Seardel board of directors approved the separate listing of Seardel's non-media 
   investments via a newly created investment holding company, Deneb Investments Limited 
   ("Deneb") on the securities exchange operated by the JSE Limited. Deneb is to 
   unbundle and list on 1 December 2014, further details of which was published on SENS 
   on 14 November 2014. 

   Post the Deneb listing and unbundling, Seardel will remain a media-focused 
   investment company.

   The non-media investments have not been disclosed as held for distribution as it 
   does not meet the classification criteria as at 30 September 2014. However, below 
   is the pro forma financial effect for illustrative purposes in order to provide 
   information on how the transaction may affect the financial results and position of 
   Seardel at the reporting date.

   Pro forma consolidated condensed statement of profit or loss and other 
   comprehensive income
   Rand thousands                                           30 Sep 2014   30 Sep 2013
                                                              Unaudited     Unaudited
   Revenue                                                    1 200 606             - 
   Gross profit                                                 711 922             - 
   Operating profit before finance costs                        212 042             - 
   Equity-accounted results                                      (1 034)            - 
   Finance income                                               (36 563)            - 
   Finance expenses                                               8 527             - 
   Profit before tax                                            182 972             - 
   Income tax                                                   (90 021)            - 
   Profit for the period from continuing operations              92 951             - 
   Profit for the period from discontinued operations             4 893        28 055 
   Total comprehensive income for the period                     97 844        28 055 
   Other comprehensive income:                                        -           
   Foreign operations - foreign currency 
     translation differences                                     (5 203)            - 
   Other comprehensive income for the period                     (5 203)            - 
   Total comprehensive income for the period                     92 641        28 055 
                    
   Profit attributable to:                    
   Owners of the parent                                          57 482        28 055 
   Non-controlling interests                                     40 362             - 
                                                                 97 844        28 055 
   Total comprehensive income attributable to:                    
   Owners of the parent                                          52 279        28 055 
   Non-controlling interests                                     40 362             - 
                                                                 92 641        28 055

   Pro forma consolidated statement of financial position
   Rand thousands                             30 Sep 2014   30 Sep 2014   31 Mar 2014
                                                Unaudited     Unaudited     Unaudited
   ASSETS                              
   Non-current assets                           7 914 909             -     7 424 344 
   Plant and equipment                            428 868             -       502 778 
   Owner-occupied property                        424 237             -       238 952 
   Intangible assets                            2 905 912             -     2 808 037 
   Equity-accounted investees                     240 674             -       132 698 
   Long-term receivables                           18 603             -        19 742 
   Goodwill                                     3 864 771             -     3 694 634 
   Deferred tax                                    31 844             -        27 503 
   Current assets                               2 979 645     1 488 813     2 445 823 
   Net assets held for distribution             1 618 978     1 488 813     1 484 051 
   Inventories                                     23 623             -        18 962 
   Programming rights                             419 946             -       282 682 
   Trade and other receivables                    605 651             -       496 912 
   Current tax asset                                6 681             -         5 984 
   Cash and cash equivalents                      304 766             -       157 232 
   Total assets                                10 894 554     1 488 813     9 870 167 
                              
   EQUITY AND LIABILITIES                              
   Total equity                                 8 954 604     1 488 813     3 948 047 
   Stated capital                               6 665 382       320 366     1 692 429 
   Treasury shares                                (17 794)      (17 794)      (17 794)
   Reserves                                     1 084 419     1 186 241     1 043 334 
   Equity attributable to owners of the parent  7 732 007     1 488 813     2 717 969 
   Non-controlling interests                    1 222 597             -     1 230 078 
   Non-current liabilities                      1 134 485             -     5 455 388 
   Deferred tax                                   474 921             -       480 524 
   Interest-bearing liabilities                   537 099             -     4 852 399 
   Share-based liabilities                        122 465             -       122 465 
   Current liabilities                            805 465             -       466 732 
   Current tax payable                             13 711             -           378 
   Interest-bearing liabilities                   241 321             -        63 967 
   Trade and other payables                       550 433             -       402 387 
   Total liabilities                            1 939 950             -     5 922 120 
   Total equity and liabilities                10 894 554     1 488 813     9 870 167

   The board of directors are responsible for the compilation, contents and 
   presentation of the unaudited pro forma financial information contained in this 
   announcement and for the financial information from which it has been prepared.

9  Related parties
   The below note is an explanation of transactions and balances with related parties 
   that have significantly changed from the note in the financial statements for the 
   period ending 31 March 2014.

   Transactions with Hosken Consolidated Investments Limited (HCI) (the ultimate 
   holding company), entities in which HCI has an interest and SACTWU (shareholder 
   in Seardel)

   Rand thousands                     Income/(Expense)      Balance receivable/(owing)
                                     Transaction values         Balance outstanding
                                   for the period ending              as at  
                                30 Sep 2014   31 Mar 2014   30 Sep 2014   31 Mar 2014
                                  Unaudited       Audited     Unaudited       Audited
                                  (6 months)   (12 months)    (6 months)   (12 months)
   SACTWU - disposal of apparel 
     manufacturing operation          4 061       (31 260)       74 979       107 588 
   SACTWU - loan advance relating 
     to the disposal of the apparel 
     manufacturing operation              -          (957)            -       (30 957)
   SACTWU - loan relating to the 
     acquisition of Sabido 
     Investments*                    (5 987)      (33 138)            -    (1 363 860)
   HCI - preference shares 
      relating to the acquisition 
      of Sabido Investments 
      Proprietary Limited*          (13 971)      (77 341)            -    (3 183 105)
   HCI loan at prime, 
     repayable on demand                537             -        69 580             - 
   Trade Call Investments 
     Apparel Proprietary 
     Limited (SACTWU a 
     shareholder)                       380             -        (1 810)            -

   * The repayment of these balances as at 31 March 2014 was out of the capital raised 
     through the rights issue - refer to note 4 for further information.

   An amount of R34,2 million paid to HCI Invest6 Holdco Proprietary Limited for 
   underwriting fee relating to the rights issue in note 4 has been capitalised against 
   stated capital during the period.

   Fees paid to HCI, Remgro Limited and Longkloof Limited for management and 
   administration services amounted to R9,2 million, R0,8 million and R1,3 million 
   respectively.

   Business combinations with related parties
   Sabido Investments Proprietary Limited (Sabido), a subsidiary of Seardel, acquired 
   the shares of the following companies:

   1  100% of the issued share capital in Longkloof Limited, which was previously owned 
      80% by Deepkloof Limited, a subsidiary of HCI for a purchase price of 
      R497 million; and

   2  100% of the issued share capital of Crystal Brook Distribution Proprietary Limited, 
      which is was previously owned 80% by HCI International Holdings Limited 
      (HCI International), a wholly-owned subsidiary of HCI and 20% by Venfin Media 
      Beleggings Proprietary Limited (Venfin), a wholly-owned subsidiary of Remgro for 
      a purchase price of R11 million;

   further details of which was published on SENS on 28 August 2014.

   Seardel acquired 100% of the issued share capital of Limited Biometric Solutions 
   Proprietary Limited, which was previously owned by HCI, for a purchase price of R1.

   Refer to note 6 for further detail on the business combinations.


COMMENTARY
The results for the six months ended 30 September 2014 are not comparable to those 
reported in the prior period as the current period includes the Group's 64% interest 
in Sabido Investments (Pty) Ltd ("Sabido") which was acquired in the second half of 
the previous financial year. Sabido is the investment vehicle that houses e.tv, eSat.tv, 
Yfm and Sasani Studios amongst others. Furthermore, in April 2014 Seardel successfully 
concluded a R5 billion rights issue which resulted in the Group issuing 3,125 billion 
N ordinary shares. 

In addition to the above, shareholders should note the following items which are 
reflected in the results and are important considerations in analysing the overall 
financial performance for the period ended 30 September 2014:
(a)  Financing expenses include R20 million relating to the debt assumed on the 
     acquisition of Sabido. This debt was fully repaid on 25 April 2014.
(b)  The amortisation of the intangible assets arising on the acquisition of Sabido 
     amounted to R40 million for the six-month period.
(c)  The prior period results included some R38 million of once-off income relating 
     to the final piece of the litigation with former directors, as more fully disclosed 
     in the SENS announcement of 10 May 2013. 

SEGMENTS
Media
As the Group's interest in Sabido was only acquired in the second half of the prior 
financial year, there are no comparative results for the media segment. However, we 
believe that the users of this financial information will benefit from some information 
on Sabido's comparative performance year on year. 

Sabido's performance 
Sabido delivered an operating profit before finance costs and amortisation of the 
intangible asset raised on acquisition of R252 million for the first half of the financial 
year. Although this is 36% lower than the previous year, it is in line with the 
Company's budget expectations. Net profit after tax amounted to R154 million in 
comparison to R266 million in the prior year. The year-on-year decrease is mainly 
attributable to the full cost of the e.tv multi-channel business, as well as Platco, 
which both had limited costs in the prior year owing to their October 2013 launch. 
Also included in the results for the current period are Longkloof, purchased for 
$45,9 million and Crystal Brook, purchased for R11 million. The purchase of these 
entities became unconditional on 12 September 2014 and paid for on 19 September 2014.

Excluding the investment into the multi-channel operations and the Longkloof and 
Crystal Brook acquisitions, net profit after tax amounted to R281 million compared to 
a prior year profit after tax of R290 million, a year-on-year decrease of 3%. The results 
of the historical business were negatively affected by the general downturn in the 
South African economy as well as aggressive local programming investment from Sabido's 
competitors, which saw classical advertising revenue come under pressure in the first 
half of the year. The drop in revenue has been partially mitigated by careful management 
of costs as well as the minor subsidiaries doing much better than prior years. The likes 
of Sasani Studios, Cape Town Film Studios and Silverline 360 are all performing 
significantly ahead of budget and the prior year. The continued delay in the roll-out of 
Digital Terrestrial Television (DTT) also had a negative effect on the results.

Judgement was handed down by Judge Tsoka on 25 August in the SABC's action against 
Platco, where the SABC sought to prohihit the broadcast of SABC 1, 2 and 3 on OpenviewHD. 
The SABC's application was dimissed with the costs of three counsel and the SABC's 
application for leave to appeal was similarly dismissed with costs. The SABC now has 
to petition the SCA for relief.

Finally, the month of October has seen the very public resignation of the Chief 
Executive Officer, Marcel Golding and the Chief Corporate Officer, Bronwyn Keene-Young. 
The management team currently in place at Sabido has been supported by the appointment 
of Kevin Govender as Acting Chief Executive Officer and remains motivated, enthused 
and determined to keep the business steady and ensure that the fundamentals which are 
in place are solid, while addressing the various issues that continuously arise in a 
business as varied as Sabido.

Non-media
Subsequent to the reporting date of 30 September 2014 Seardel has obtained all 
necessary approvals to unbundle and separately list Seardel's non-media investments 
via a newly created investment holding company, Deneb Investments Limited. 

Property segment 
The property segment results exclude any Sabido properties which are accounted for 
under the media segment. 

Revenue increased 15% to R65 million with revenue from external tenants now 
representing 72% of the total revenue for this segment. Operating profit before finance 
costs increased by 19% to R44 million, up from R37 million in the prior period. 

Branded product segment
The branded product segment recorded revenue growth of 51% to R632 million. The revenue 
growth is mainly as a result of:

-  the launch of Microsoft's Xbox One;
-  the acquisition, by Prima Interactive, of the distribution rights for Electronic 
   Arts games; and
-  the acquisition, by Brand ID, of the distribution rights for a number of sporting 
   brands, most notably Canterbury, Mizuno, Skins, Dunlop and Slazenger. 

Despite the pleasing revenue growth, operating profit before finance costs declined from 
R15 million in the prior period to R2 million in the current period. The decline in 
profitability is due to the performance of Seartec, which is predominantly a distributor 
of the Sharp range of office automation products and calculators. We identified Seartec 
as a business that has underperformed on its potential and thus made a decision to 
invest heavily into the management structures, facilities and IT infrastructure of the 
business. The underlying performance of this business is largely on track with 
expectations with revenue and gross margins slightly up on the prior year, but the 
incremental costs resulted in profitability dropping off. We only expect the benefit of 
these extra costs to be fully evident over the next few financial years. 

It should be noted that the first half of the financial year in this segment has 
historically been weaker than the second half. The extra costs associated with 
investments into Seartec and the acquisition of the additional distribution rights 
should be better amortised over the full-year revenues. 

Textile segment
Trading conditions for the businesses within this sector were tough throughout the 
current financial period. The extended industrial action which took place in our 
customer and supplier bases, compounded by shorter industrial action in one of our 
own businesses, coupled with a reduction in government tender awards around general 
election time, saw revenue drop by 16% to R334 million. The turnover decline resulted 
in an operating loss of R12 million which was down from a R11 million profit in the 
prior period. Most of the losses were recorded in the first quarter of the financial 
year with the performances stabilising from that point on. 

Industrial segment
The performance of the industrial segment is a reflection of the tough environment 
that the manufacturing businesses faced in the period under review. 

Revenue grew by 5% to R226 million, although this was entirely due to the acquisition 
of the Custom Bulk Bag business not being effective for the full six months in the 
comparative period. Operating profit declined from R15 million in the prior period to 
R10 million in the period under review. This decline was as a result of industrial action 
in the automotive sector from which one of our businesses derives the majority of its 
revenue and the industrial action which took place in our own Polypropylene business. 

On behalf of the board

Stuart Queen                    Gys Wege
Chief Executive Officer         Financial Director

Cape Town 
20 November 2014

CORPORATE INFORMATION
SEARDEL INVESTMENT CORPORATION LIMITED 
("Seardel" or "the Group")

The company's shares are listed under the Consumer Goods - Personal and Household Goods 
Sector of the JSE Limited.

Registration number: 1968/011249/06 (Incorporated in the Republic of South Africa)
JSE share code: SER    ISIN: ZAE000029815
JSE share code: SRN    ISIN: ZAE000030144
Registered office: 1 Moorsom Avenue, cnr Bofors Circle and Moorsom Avenue, 
                  Epping Industria II 7460
                  PO Box 524, Eppindust 7475, South Africa
Directors: J A Copelyn* (Chairman), M H Ahmed*^ (Lead Independent Director), D Duncan, 
           T G Govender*, N Jappie*^, A M Ntuli, S A Queen (Chief Executive Officer), 
           Y Shaik*, R Watson*^, G D T Wege (Financial Director)
           (* Non-executive ^ Independent)
Company secretary: HCI Managerial Services Proprietary Limited
Transfer secretaries: Computershare Investor Services Proprietary Limited, 
                      70 Marshall Street, Johannesburg 2001
                      PO Box 61051, Marshalltown 2107
Auditors: KPMG Inc.
Sponsors: Investec Bank Limited
www.seardel.co.za


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