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HOSKEN CONSOLIDATED INVESTMENTS LTD - Unaudited Condensed Consolidated Results for the six months ended 30 September 2014

Release Date: 20/11/2014 13:30
Code(s): HCI     PDF:  
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Unaudited Condensed Consolidated Results for the six months ended 30 September 2014

HOSKEN CONSOLIDATED INVESTMENTS LIMITED 
Incorporated in the Republic of South Africa
Registration number: 1973/007111/06
Share code: HCI
ISIN: ZAE000003257
("HCI" or "the company" or "the group")


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


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                Unaudited     Unaudited       Audited
                                              30 Sep 2014   30 Sep 2013*  31 Mar 2014
                                                    R'000         R'000         R'000
ASSETS
Non-current assets                             38 089 516    16 576 576    16 851 858 
Property, plant and equipment                  16 931 496     4 153 234     3 735 578 
Investment properties                           2 123 455     1 274 855     1 695 532 
Goodwill                                       11 940 199       272 200       279 011 
Interest in associates and joint ventures       1 294 880     9 582 535     9 974 196 
Other financial assets                             67 120        62 657         9 163 
Intangibles                                     5 158 461     1 042 752       806 887 
Deferred taxation                                 287 347        79 138       127 941 
Operating lease equalisation asset                 29 921         8 276        27 185 
Long-term receivables                             256 637       100 929       196 365 
Current assets                                  7 028 151     5 219 481     4 935 432 
Other                                           5 319 587     4 321 525     3 746 752 
Bank balances and deposits                      1 708 564       897 956     1 188 680 
Non-current assets held for sale                1 120 270         2 067     1 006 446 
Total assets                                   46 237 937    21 798 124    22 793 736 
                              
EQUITY AND LIABILITIES
Equity                                         22 967 168    14 403 341    14 930 161 
Equity attributable to equity holders 
  of the parent                                15 193 516    11 310 566    12 094 478 
Non-controlling interest                        7 773 652     3 092 775     2 835 683 
Non-current liabilities                        15 144 713     3 517 595     3 407 985 
Deferred taxation                               2 109 482       249 628       277 439 
Long-term borrowings                           11 843 786     2 988 230     2 917 689 
Operating lease equalisation liability            287 419         2 675         3 596 
Other                                             904 026       277 062       209 261 
Current liabilities                             7 996 834     3 877 121     4 336 792 
Non-current liabilities held for sale             129 222            67       118 798 
Total equity and liabilities                   46 237 937    21 798 124    22 793 736 
Net asset carrying value per share (cents)         14 400        10 637        11 391 
* Restated.


CONDENSED CONSOLIDATED INCOME STATEMENT
                                                Unaudited     Unaudited       Audited
                                          %   30 Sep 2014   30 Sep 2013*  31 Mar 2014
                                     change         R'000         R'000         R'000
Revenue                                         4 956 877     4 029 689     8 382 905 
Net gaming win                                  1 037 069       396 988       818 421 
Income                                 35.4     5 993 946     4 426 677     9 201 326 
Expenses                                       (4 886 938)   (3 553 961)   (7 588 450)
EBITDA                                 26.8     1 107 008       872 716     1 612 876 
Depreciation and amortisation                    (312 366)     (213 309)     (407 177)
Operating profit                                  794 642       659 407     1 205 699 
Investment income                                  28 822        23 230        48 806 
Finance costs                                    (215 842)      (92 426)     (248 621)
Share of profits of associates 
  and joint ventures                              251 520       278 693       748 228 
Profit on deemed disposal of associate
  on obtaining control                          2 757 227             -             - 
Fair value adjustments of 
  investment properties                                 -             -        23 284 
Impairment reversals                                    -             -           509 
Asset impairments                                 (32 762)       (1 824)      (12 489)
Fair value adjustments of financial 
  instruments                                       7 085           996        21 010 
Impairment of goodwill and investments                  -             -          (329)
Profit before taxation                 313.6    3 590 692       868 076     1 786 097 
Taxation                                         (224 762)     (166 741)     (306 259)
Profit for the period from continuing 
  operations                                    3 365 930       701 335     1 479 838 
Discontinued operations                           (14 740)      (66 038)     (214 141)
Profit for the period                           3 351 190       635 297     1 265 697 
                                        
Attributable to:
Equity holders of the parent                    3 121 283       540 430     1 060 455 
Non-controlling interest                          229 907        94 867       205 242 
                                                3 351 190       635 297     1 265 697 
* Restated.


CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
                                                Unaudited     Unaudited       Audited
                                              30 Sep 2014   30 Sep 2013*  31 Mar 2014
                                                    R'000         R'000         R'000
Profit for the period                           3 351 190       635 297     1 265 697 
Other comprehensive income:                              
Items that may be reclassified subsequently 
  to profit or loss
Foreign currency translation differences          139 380        84 564       200 412 
Cash flow hedge reserve                            (8 204)       26 666        38 201 
Items that may not be reclassified subsequently 
  to profit or loss
Actuarial gains on post-employment benefit 
  liability                                             -             -         5 773 
Total comprehensive income                      3 482 366       746 527     1 510 083 
                              
Attributable to:                              
Equity holders of the company                   3 234 529       650 777     1 300 005 
Non-controlling interest                          247 837        95 750       210 078 
                                                3 482 366       746 527     1 510 083 
* Restated.


CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                                Unaudited     Unaudited       Audited
                                              30 Sep 2014   30 Sep 2013*  31 Mar 2014
                                                    R'000         R'000         R'000
Balance at beginning of period                 14 930 161    15 432 755    15 432 755 
Share capital and premium
Shares issued                                      25 219             -             - 
Treasury shares released                            4 251        39 314        45 779 
Shares repurchased                               (118 811)     (272 899)     (457 443)
Current operations
Total comprehensive income                      3 482 366       746 527     1 510 083 
Equity-settled share-based payments                 5 703         8 061        16 170 
Non-controlling interest on acquisition 
  of subsidiaries                               4 238 727             -         3 359 
Effects of changes in holding                     569 613    (1 394 482)   (1 347 440)
Dividends                                        (170 061)     (155 935)     (273 102)
Balance at end of period                       22 967 168    14 403 341    14 930 161 
* Restated.                              


RECONCILIATION OF HEADLINE EARNINGS
                                                 Unaudited six months   Unaudited six months      Audited year 
                                                  ended 30 Sep 2014      ended 30 Sep 2013*    ended 31 Mar 2014
                                          %       Gross          Net      Gross        Net      Gross        Net
                                     change       R'000        R'000      R'000      R'000      R'000      R'000
Earnings attributable to equity 
  holders of the parent               477.6                3 121 283               540 430             1 060 455 
IAS 16 gains on disposal of plant 
  and equipment                                  (2 698)        (885)    (4 737)    (3 256)    23 556     17 695 
IAS 16 impairment of plant and equipment          5 911        1 746      1 824        712      6 563      2 265 
IAS 38 impairment of intangible assets                -            -          -          -      4 617      3 396 
IFRS 3 profit on deemed disposal of 
  associate on obtaining control             (2 757 227)  (2 745 038)         -          -          -          - 
IFRS 3 impairment of goodwill                         -            -          -          -        329        172 
IAS 28 impairment of associates and 
  joint ventures                                 26 851       21 431          -          -      5 925      4 823 
IAS 36 reversal of impairments                        -            -          -          -       (509)      (203)
IAS 38 losses on disposal of 
  intangible assets                                   -            -          -          -        107         43 
IAS 40 fair value adjustment to 
  investment property                                 -            -          -          -    (23 284)   (17 418)
Remeasurements included in 
  equity-accounted earnings of 
  associates and joint ventures                     308          276     54 114     38 227     31 101     14 926 
Headline profit                       (30.8)                 398 813               576 113             1 086 154 
Basic earnings per share (cents)
Earnings                              568.1                 2 945.33                440.83                923.84 
Continuing operations                                       2 959.24                494.70              1 084.36 
Discontinued operations                                       (13.91)               (53.87)              (160.52)
Headline earnings                     (19.9)                  376.33                469.94                946.23 
Continuing operations                                         390.24                523.81              1 083.73 
Discontinued operations                                       (13.91)               (53.87)              (137.51)
Weighted average number of shares 
  in issue ('000)                                            105 974               122 593               114 788 
Actual number of share in issue 
  at end of year (net of treasury 
  shares) ('000)                                             105 510               107 387               106 177 
Diluted earnings per share (cents)
Earnings                              567.5                 2 896.86                433.98                908.62 
Continuing operations                                       2 910.54                487.01              1 066.50 
Discontinued operations                                       (13.68)               (53.03)              (157.88)
Headline earnings                     (20.0)                  370.14                462.63                930.64 
Continuing operations                                         383.82                515.66              1 065.88 
Discontinued operations                                       (13.68)               (53.03)              (135.24)
Diluted weighted average number of 
  shares in issue ('000)                                     107 747               124 529               116 710 
* Restated.                                                                      


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS                              
                                                Unaudited     Unaudited       Audited
                                              30 Sep 2014   30 Sep 2013   31 Mar 2014
                                                    R'000         R'000         R'000
Cash flows from operating activities             (449 442)       44 493     1 045 692 
Cash flows from investing activities             (654 873)     (430 312)   (1 240 277)
Cash flows from financing activities            1 043 688        79 968       430 598 
(Decrease)/increase in cash and 
  cash equivalents                                (60 627)     (305 851)      236 013 
Cash and cash equivalents                               
At beginning of period                            574 386       311 762       311 762 
Foreign exchange differences                       16 695         9 063        26 611 
At end of period                                  530 454        14 974       574 386 
                              
Cash in disposal groups held for sale             113 113             -        92 614 
Bank balances and deposits                      1 708 564       897 956     1 188 680 
Bank overdrafts                                (1 291 223)     (882 982)     (706 908)
Cash and cash equivalents                         530 454        14 974       574 386


SEGMENTAL ANALYSIS                                                            
                                   Unaudited six months      Unaudited six months             Audited year 
                                     ended 30 Sep 2014         ended 30 Sep 2013           ended 31 Mar 2014
                                               Net gaming                  Net gaming                  Net gaming
                                    Revenue           win       Revenue           win       Revenue           win
                                      R'000         R'000         R'000         R'000         R'000         R'000
Media and broadcasting            1 275 447             -     1 233 289             -     2 538 841             - 
Non-casino gaming                    27 928       482 811        13 642       396 988        44 770       818 421 
Casino gaming and hotels            368 557       554 258             -             -             -             - 
Information technology              160 673             -       152 393             -       294 054             - 
Transport                           691 106             -       546 717             -     1 194 948             - 
Vehicle component manufacture       166 668             -       156 727             -       300 620             - 
Beverages                           520 560             -       523 219             -     1 110 212             - 
Properties                           69 684             -        27 234             -        80 944             - 
Mining                              438 128             -       320 937             -       652 873             - 
Branded products and 
  manufacturing**                 1 237 376             -     1 053 099             -     2 163 518             - 
Other                                   750             -         2 432             -         2 125             - 
Total                             4 956 877     1 037 069     4 029 689       396 988     8 382 905       818 421


EBITDA                                          Unaudited     Unaudited       Audited
                                              30 Sep 2014   30 Sep 2013   31 Mar 2014
                                                    R'000         R'000         R'000
Media and broadcasting                            320 061       476 554       777 910 
Non-casino gaming                                 135 111       112 852       215 835 
Casino gaming and hotels                          337 463             -             - 
Information technology                             32 440        33 053        61 964 
Transport                                         138 354        88 067       224 620 
Vehicle component manufacture                      12 538         7 068        15 829 
Beverages                                          35 874        (7 010)       26 075 
Properties                                         45 181        15 025        54 905 
Mining                                             77 881        65 062       104 736 
Branded products and manufacturing**               36 438       120 729       234 010 
Other                                             (64 333)      (38 684)     (103 008)
Total                                           1 107 008       872 716     1 612 876


Profit before tax                               Unaudited     Unaudited       Audited
                                              30 Sep 2014   30 Sep 2013   31 Mar 2014
                                                    R'000         R'000         R'000
Media and broadcasting                            214 390       390 139       620 998
Non-casino gaming                                  78 430        63 948       113 747
Casino gaming and hotels                        3 218 613       345 118       779 791
Information technology                             22 286        23 968        43 675
Transport                                          99 025        43 978       126 638
Vehicle component manufacture                       4 863        (1 516)        1 520 
Beverages                                          21 439       (19 369)         (448)
Properties                                         26 272        15 201        70 226 
Mining                                               (139)       55 031        65 008 
Branded products and manufacturing**                5 170        80 474       168 448 
Other                                             (99 657)     (128 896)     (203 506)
Total                                           3 590 692       868 076     1 786 097


Headline earnings                               Unaudited     Unaudited       Audited
                                              30 Sep 2014   30 Sep 2013   31 Mar 2014
                                                    R'000         R'000         R'000
Media and broadcasting                             64 973       174 118       258 816 
Non-casino gaming                                  31 649        25 147        48 967 
Casino gaming and hotels                          310 052       348 800       785 062 
Information technology                              7 784         8 235        15 290 
Transport                                          68 052        32 897        90 589 
Vehicle component manufacture                       4 707        (3 022)           17 
Beverages                                           4 618        (4 064)          549 
Properties                                         18 500        10 912        31 114 
Mining                                               (789)       37 016        47 482 
Natural gas                                       (15 085)      (17 391)      (54 055)
Branded products and manufacturing**                5 139        23 597        10 922 
Other                                            (100 787)      (60 132)     (148 599)
Total                                             398 813       576 113     1 086 154

** Segment was previously identified as "Clothing, textiles and toys".


NOTES

BASIS OF PREPARATION AND ACCOUNTING POLICIES
The results for the six months ended 30 September 2014 have been prepared in accordance 
with International Financial Reporting Standards ("IFRS"), the disclosure requirements 
of IAS 34, the SAICA Financial Reporting Guides as issued by the Accounting Practices 
Committee, the requirements of the South African Companies Act, 2008, and the Listings 
Requirements of the JSE Limited. The accounting policies applied by the group in the 
preparation of these condensed consolidated interim financial statements are consistent 
with those applied by the group in its consolidated financial statements as at and for the 
year ended 31 March 2014. As required by the JSE Limited Listings Requirements, the group 
reports headline earnings in accordance with Circular 2/2013: Headline Earnings as issued 
by the South African Institute of Chartered Accountants.

These financial statements were prepared under the supervision of the financial director, 
Mr TG Govender, B.Compt (Hons).

RESTATEMENT OF PRIOR PERIOD RESULTS
The acquisition of controlling interests in KWV Holdings Limited ("KWV"), effective 
1 January 2013 and Sunshine Coast Broadcasters Proprietary Limited ("SCB"), effective 
1 March 2013, qualified as business combinations in terms of IFRS 3: Business Combinations. 
The results as at 30 September 2013 were determined based on all information available at 
the acquisition date ("provisional accounting"). The provisional accounting was adjusted 
in the year ended 31 March 2014 for new information obtained within a time frame of 
12 months after the acquisition date. These adjustments to the fair value determined in 
the provisional purchase price allocations were treated as adjustments to the comparative 
results as at 30 September 2013. 

In respect of the acquisition of KWV the comparative results were restated as follows:

Income statement:
Depreciation and amortisation increased by R1.5 million
Taxation decreased by R0.5 million
Earnings attributable to non-controlling interest decreased by R0.5 million

Statement of financial position:
Property, plant and equipment increased by R439 million
Intangible assets increased by R48 million
Deferred tax liability increased by R77 million
Equity attributable to equity holders of the parent increased by R112 million
Equity attributable to non-controlling interest increased by R299 million

In respect of the acquisition of SCB the comparative results were restated as follows:

Statement of financial position:
Property, plant and equipment decreased by R1 million
Goodwill increased by R62 million
Intangible assets decreased by R61 million

The income statement in the prior period and opening equity attributable to equity holders 
of the parent in the current period were not affected. 

In addition to the above, KWV changed their accounting policy in the year ended 
31 March 2014 to include excise duty in the valuation of inventory. Comparative results 
were restated as follows:

Statement of financial position:
Inventory increased by R118 million
Trade and other receivables decreased by R118 million

Income statement:
Revenue increased by R93 million
Expenses increased by R93 million

Opening equity attributable to equity holders of the parent in the current period was 
not affected.

BUSINESS COMBINATIONS
 
Casino gaming and hotels
During August 2014 Tsogo Sun Holdings Limited ("Tsogo Sun") repurchased 134 million of its 
issued ordinary shares from SABSA Holdings Proprietary Limited, a subsidiary of 
SABMiller plc. As a result of this the group's effective interest in Tsogo Sun increased 
to 47.6%. SABMiller furthermore sold its remaining 302 million shares through a preferred 
bidding process.

It was determined that, in terms of IFRS, the group acquired effective control over the 
business of Tsogo Sun after the sale of shares by SABMiller and that it would be 
appropriate to consolidate the results of Tsogo Sun with effect from the repurchase date 
of 25 August 2014, whereas it had been equity accounted prior to that.

The details of the net assets acquired on the above business combination, for which the 
purchase price has been allocated to the respective assets and liabilities on a 
provisional basis, is as follows:

                                                                                R'000
Non-current assets                                                         19 888 064
Current assets                                                              1 359 717
Non-current liabilities                                                   (11 140 538)
Current liabilities                                                        (3 230 990)
Net assets acquired                                                         6 876 253
Non-controlling interest                                                   (4 241 146)
Goodwill                                                                    9 541 450
Interest held prior to acquisition at fair value                          (12 176 557)
Purchase consideration                                                              -
Cash balances acquired                                                       (635 300)
Net cash received                                                            (635 300)

The acquired business contributed revenue of R369 million, net gaming win of 
R554 million and profit before tax of R159 million to the Group since the acquisition 
date. Had the acquisition been effective on 1 April 2014, the contribution to revenue 
would have been R2 015 million, net gaming win R3 428 million and profit after tax 
R743 million. This profit after tax does not include equity earnings of R236 million 
which was recognised in respect of Tsogo Sun for the five months ended 31 August 2014.

The initial accounting is not yet complete due to the proximity of the acquisition to 
the reporting date. It is expected that there would be upward adjustments to non-current 
assets, relating to the fair value of the properties and the intangible assets acquired 
in the business combination. This process will be completed within the 12 months as 
allowed by IFRS 3.
 
DISCONTINUED OPERATIONS AND DISPOSAL GROUPS HELD FOR SALE 
Following the group's announcement during March 2014 that it will unbundle and list 
its natural gas interests, the results of these operations have been reclassified to 
discontinued operations in the income statement and its assets and liabilities 
reclassified to disposal groups held for sale in the statement of financial position. 

The majority of the clothing divisions of the group's branded products and manufacturing 
operations were sold subsequent to the prior period reporting date. Consequently, the 
results of these divisions were reclassified to discontinued operations. 

Discontinued operations in the current and prior periods consist of the above-mentioned 
operations.

The disposal groups held for sale, as disclosed in the statement of financial position, 
relate to the assets and liabilities of the group's natural gas operations.

RESULTS

GROUP INCOME STATEMENT
The group income statement contains five months of equity-accounted earnings from 
Tsogo Sun and one month consolidated earnings due to the "acquisition" of this entity 
effective end of August 2014. 

Revenue, including net gaming win, increased by 35%. Although this is somewhat skewed 
by the consolidation of Tsogo Sun's revenue for the month of September 2014, other 
contributors to this increase were non-casino gaming (up 22%), transport (up 26%), 
branded products and manufacturing (up 18%) and mining (up 37%). The steady growth in 
machine and site roll-out in the limited payout business and bingo operations increased 
non-casino net gaming win significantly. Transport recorded higher passenger revenue 
from single and multi ride when compared to the prior period, which was also affected 
by a four-week transport strike. The Mbali colliery became operational in the second half 
of the previous financial year and now contributed to mining revenue for a full six months. 
Properties' revenue increased significantly due to additional revenue from new properties 
in Upington, Pretoria and Cape Town. Revenue in respect of media and broadcasting 
increased marginally by 3% mainly due to increases in subscription revenue and content 
sales in Sabido Investments whilst advertising revenue in respect of e.tv remained relatively 
unchanged. This business was negatively affected by a difficult trading environment and 
the aggressive local programming investment by its competitors.

EBITDA for the group increased by 27%. EBITDA from media and broadcasting decreased by 
33% mainly due to the cost of the e.tv multi-channel business as well as Platco, which 
both had limited costs in the prior comparable period owing to their October launch. 
EBITDA from non-casino gaming increased 20% with gains in its limited payout operations 
funding the expansionary spend in its bingo operations. Casino gaming and hotels is not 
comparable due to its inclusion for one month in the current period. The continued 
improvement in efficiencies from controlled employment and overhead expenditure in GABS 
contributed to a 57% increase in EBITDA when compared to the prior period, which was 
significantly affected by the transport strike. Beverages' EBITDA increased by R44 million as 
a result of the continuing turnaround at KWV and a reduction in foreign exchange hedging 
losses in the current period. Mining EBITDA increased by 20% to R78 million with the Mbali 
colliery contributing R24 million. Branded products and manufacturing's EBITDA from continuing 
operations decreased due to difficult trading conditions in the manufacturing businesses 
exacerbated by the extended industrial action at our customer and supplier bases and 
compounded by shorter industrial action in one of our own businesses. The prior year 
also included proceeds of R39 million relating to the Searll family settlement. 

Profit before tax increased significantly due to the large fair value gain on associates 
arising from the accounting treatment of the group's increased interest in Tsogo Sun 
following the SABMiller share repurchase. IFRS requires that a deemed disposal of the 
group's investment in associate be recognised prior to the acquisition/consolidation 
of Tsogo Sun. This resulted in a fair value gain of R2 757 million. Profit before tax 
from casino gaming and hotels before this adjustment amounted to R462 million, which 
is not comparable to the prior period as this includes one month's consolidated results. 
Transport profit increased significantly for the reasons stated above, aided by finance 
costs and depreciation decreasing marginally from the prior period. Properties' increase 
of 73% relates to additional profits from new developments. Profits relating to mining 
decreased by R55 million, substantially due to previously capitalised box cut expenditure 
in the amount of R43 million at the Mbali colliery being depreciated, with no such charge 
in the prior period. Other profit before tax increased mainly due to R57 million in losses 
accruing from Baycorp Holdings in the prior period reversing to a R6 million profit. Media 
and broadcasting profit before tax includes an impairment of The Africa Channel joint 
venture by R27 million.

Discontinued operations' losses decreased by R51 million and relate mainly to the group's 
natural gas operations in the current period. Losses of R15 million from the natural gas 
operations represent a reduction of R1 million from the prior period. This is mainly due 
to a more favourable natural gas price during the current period being mostly off-set by 
reduced hedging gains and production issues at an electricity generation site in April 
and May. Prior period losses of R50 million relate to certain clothing divisions of the 
group's branded products and manufacturing operations that were sold subsequent to the 
prior period reporting date.

Headline earnings decreased by 31%. Media and broadcasting reported a decrease of 63% 
in headline earnings, impacted by the multi-channel and Platco expansionary spend in 
Sabido Investments. Casino gaming and hotels showed a decrease of 11% in its headline 
earnings contribution. Included in Tsogo Sun's contribution to the group's headline 
earnings is an effective R49 million portion relating to the share-based payment expense 
in respect of the facility granted to senior management to acquire shares in that 
company. The results of Tsogo Sun were equity accounted at 41.5% for the five months 
ending August 2014 and consolidated at an effective 48% for the month of September 2014. 
Information technology's decrease is mainly attributable to lower new business activity 
and lower margins achieved on its JMPD contract. Other includes R55 million HCI head 
office finance costs and R42 million in HCI and Niveus head office costs.

Notable items on the income statement include:
Finance costs increased in media and broadcasting by R12 million, R5 million of which 
accrued to SACTWU; properties by R22 million and head office by R18 million. A further 
R68 million arose on the consolidation of Tsogo Sun.

Profit from associates and joint ventures is not comparable to the prior year due to 
Tsogo Sun being consolidated from September. The amount includes R236 million from 
Tsogo Sun, with R345 million recorded in the prior period. Fair value adjustments on 
financial instruments consist mainly of unrealised gains on forward exchange contracts. 
Taxation increased substantially as a result of the consolidation of Tsogo Sun.

Headline earnings per share decreased by 20% with headline earnings decreasing by 31%. 
The discrepancy can be attributed to the weighted average number of shares in issue in 
the prior period of 122 593 000 being reduced to 105 974 000 in the current period as a 
result of 17.7 million shares being repurchased during the 2014 financial year.

Group statement of financial position and cash flow
The group's overall financial position remains strong, with the major businesses still 
generating strong cash flows. 

The statement of financial position changed significantly with the consolidation of 
Tsogo Sun in its results at the end of August 2014.

Group long-term borrowings at 31 March 2014 comprise central borrowings of R1 442 million, 
investment property-related borrowings of R776 million, borrowings in Tsogo Sun of 
R8 525 million and R1 093 million in other operating subsidiaries. Included in current 
liabilities is R1 239 million owing to SACTWU, being part of their proportionate 
non-controlling share in Seardel and following their indirect paticipation in Seardel's 
recent rights issue.

0.7 million shares in the company, to the value of R119 million, were repurchased during 
the current period.

Cash flow from operating activities contain expenditure of R127 million on programme rights 
and an increase of R209 million in trade receivables in the toys division of branded products 
and manufacturing ahead of the festive season. The group invested R710 million in property, 
plant and equipment and R328 million in investment properties. Also included in cash flow from 
investing activities is the dividend of R273 million received from Tsogo Sun Holdings. 
Borrowings of R144 million was raised in respect of investment property developments and 
R244 million by casino gaming and hotel operations.

Shareholders are referred to the individually published results of Seardel Investment 
Corporation Limited, Tsogo Sun Holdings Limited and Niveus Investments Limited for further 
commentary on the media and broadcasting; branded products and manufacturing; casino gaming 
and hotels; non-casino gaming; and beverages operations.

COMMENTARY

The past six months have been a difficult period for the group. Marcel Golding, who has 
been the group's executive chairperson for the last 17 years, resigned from the group 
in strained circumstances. It is also the first period in a long time that our main 
media interest, Sabido Investments, recorded only marginal increases in revenue in etv. 
Likewise, Tsogo Sun had a far lower growth rate for revenue over the previous period than 
we have seen in a long time.

Nevertheless, the group has continued to see a lot of progress. 

We obtained three additional bingo licences in the Eastern Cape and Vukani was awarded an 
additional limited payout operator's licence for the Northern Cape, this province being the 
last region to finally award such licences. Disappointingly, these awards are caught up in 
delays by various challenges of others who are aggrieved and there will be delays in their 
implementation as a result. Your directors remain confident that these awards will nevertheless 
become operational in the fullness of time and are valuable additions to the subsidiaries 
concerned. 

Physical developments across the group have continued with the doubling of capacity of the 
Southern Sun Maputo hotel being completed on schedule and the extensive improvements to 
Tsogo Sun's Silverstar casino having been completed, with similar major renovations of the 
Gold Reef casino in progress. Likewise, The Point development in Sea Point has been 
completed and the construction of phase one of the office park at Monte Circle has commenced. 
Newly commenced developments are also the conversion of the former Rand Daily Mail offices 
into inner city residential accommodation in the centre of Johannesburg and the building of 
a greenfield shopping centre development at Blue Hills in Midrand. Niveus is on track to 
complete the physical development of its casino at Kuruman and hope to have it open by the 
end of the calendar year. 

Long-standing difficulties in securing development rights at several properties have also 
been resolved in this last period, opening the way for further planned developments. First 
among these are that the regulatory difficulties to the extension of Tsogo Sun's complex at 
Suncoast have finally been resolved. This proposed development will virtually double its 
size as well as include the development of a new retail complex. We have also finally managed 
to secure our right to develop property, admittedly in a far smaller development, next to 
the Steenberg estate in Cape Town after a lengthy period.

HCI Coal has managed to procure its mining right at the Nokuhle property after many years 
and significant production improvements were implemented at the recently commissioned 
Mbali colliery during September.

Golden Arrow Bus Services managed to conclude a contract to operate the new Khayelitsha 
Express service and remains well positioned to negotiate a long-term agreement for its 
main services in line with the MOU signed with both the City and the region.

While we have yet to finally unbundle our stake in Montauk and Seardel's interest in its 
non-media assets into separate listings, both of these events are now imminent and 
formalities in relation to both these events should be complete by calendar year-end.

The group is well positioned in relation to energy opportunities, both in the renewable 
energy space where we hope to participate in a concentrated solar energy development 
proposed for Upington and in relation to an offshore oil exploration opportunity. In 
both these companies we have taken minority positions of large projects but have secured 
substantial minority protection for ourselves.

Finally, previously reported turnaround work at Baycorp Holdings in Australia and at 
KWV in Paarl has been progressing well and we are pleased to see the significant 
improvements in both these businesses over the period. 

CHANGES IN DIRECTORATE
With effect from 30 October 2014 Mr MJA Golding resigned as chairman and executive 
director of the board of HCI and with effect from 27 October 2014 Ms BA Hogan resigned 
as independent non-executive director of the board of HCI.

DIVIDEND TO SHAREHOLDERS
The directors of HCI have resolved to declare an interim ordinary dividend number 50 of 
35 cents (gross) per HCI share for the six months ended 30 September 2014. The salient 
dates for the payment of the dividend are as follows:

Last day to trade cum dividend                                Friday, 5 December 2014
Commence trading ex dividend                                  Monday, 8 December 2014
Record date                                                  Friday, 12 December 2014
Payment date                                                 Monday, 15 December 2014

No share certificates may be dematerialised or rematerialised between Monday, 8 December 2014 
and Friday, 12 December 2014, both dates inclusive.

In terms of legislation applicable to dividends tax ("DT") the following additional 
information is disclosed:

- The local DT rate is 15%.
- The total STC credits utilised as part of this declaration, based on the number of 
  ordinary shares in issue at the date of this declaration, amount to Rnil.
- The number of ordinary shares in issue at the date of this declaration is 112 422 189.
- The total STC credits utilised per share amount to Nil cents per share.
- The dividend to utilise for determining the DT due is 35 cents per share.
- The DT amounts to 5.25 cents per share.
- The net local dividend amount is 29.75 cents per share for all shareholders who are 
  not exempt from the DT.
- Hosken Consolidated Investments Limited's income tax reference number is 9050/177/71/7.

In terms of the DT legislation, any DT amount due will be withheld and paid over to the 
South African Revenue Service by a nominee company, stockbroker or Central Securities 
Depository Participant (collectively "regulated intermediary") on behalf of shareholders. 
All shareholders should declare their status to their regulated intermediary as they may 
qualify for a reduced DT rate or exemption.

For and on behalf of the board of directors 


JA Copelyn                                 TG Govender
Chief Executive Officer                    Financial Director

Cape Town 
20 November 2014


Directors: JA Copelyn (Chief Executive Officer), TG Govender (Financial Director), 
Y Shaik, VM Engel*, LW Maasdorp*, MF Magugu*, ML Molefi*, VE Mphande**, JG Ngcobo*, 
R Watson* *Non-executive; **Lead Independent Non-executive

Company secretary: HCI Managerial Services Proprietary Limited

Registered office: Suite 801, 76 Regent Road, Sea Point, Cape Town, 8005. 
PO Box 5251, Cape Town, 8000

Transfer secretaries: Computershare Investor Services Proprietary Limited
70 Marshall Street, Johannesburg, 2001. 
PO Box 61051, Marshalltown, 2107

Sponsor: Investec Bank Limited

www.hci.co.za


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