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GRAND PARADE INVESTMENTS LIMITED - Unaudited Interim Results Of Grand Parade Investments Limited For The Six Months Ended 31 December 2014

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Unaudited Interim Results Of Grand Parade Investments Limited For The Six Months Ended 31 December 2014

GRAND PARADE INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1997/003548/06)
Share code:  GPL      
ISIN:  ZAE000119814
(“GPI” or “the company” or "the Group")

UNAUDITED INTERIM RESULTS OF GRAND PARADE INVESTMENTS LIMITED (GPI) 
FOR THE SIX MONTHS ENDED 31 DECEMBER 2014


HIGHLIGHTS

Disposed 25.1% of GPI Slots (Pty) Ltd for R 310.7 million
Increased investment in Mac Brothers Catering Equipment (Pty) Ltd to 65.0%
Acquired 10% of Spur Corporation Limited
Acquired 51.0% of Grand Tellumat Manufacturing (Pty) Ltd
BURGER KING® Operational highlights
34 stores opened as at 31 December 2014
95% of inputs localised
Contractual development targets to be attained in half the stipulated time
Operations profitable at a store level from December 2014



OPERATIONAL HIGHLIGHTS

The past six months have seen GPI crystalise its strategy of being an investment holding company and resulted in an extremely busy and dynamic period where
GPI continued to focus on finalising the various disposal transactions entered into during the last financial year. The first tranche of the disposal of GPI
Slots was successfully concluded during the period where 25.1% of GPI Slots was sold to Sun International Limited ("Sun"). In addition, there were three
significant acquisitions made during the period, namely; the acquisition of a further 42.8% of Mac Brothers Catering Equipment (Pty) Ltd ("Mac Brothers"),
which increased GPI's holding to 65.0%, the acquisition of 10.0% of Spur Corporation Limited ("Spur") and the acquisition of 51.0% of Grand Tellumat
Manufacturing (Pty) Ltd ("GTM") as part of a joint venture arrangement with Tellumat (Pty) Ltd ("Tellumat").

The focus over the past six months was to start realigning the head office structure with that of an investment holding company. In addition, the 
performance criteria of the subsidiary companies' executive teams have been aligned with GPI's strategic objectives so as to drive performance throughout 
the group. GPI still has a number of operationally intensive investments, most significantly BURGER KING®, Grand Sport, its fledgling sports betting 
business, GPI Properties and Grand Technology. A strategy has been implemented for each of these investments to ensure that over the short term the GPI 
executive team is not involved with the day-to-day operations of these companies, with their contribution to each investment happening at a strategic 
level only.


Status of transactions concluded in the prior period
As previously disclosed, agreements were concluded in the last financial year to dispose of the full investments of 25.1% in SunWest, 25.1% in Worcester 
Casino and 24.9% in Dolcoast as well as 70% of the investment in GPI Slots. The transactions are at various stages of completion and are discussed in more
detail below.

On 30 December 2014, the first of the three tranches to dispose of up to 70.0% of GPI Slots was concluded. Under the first tranche GPI sold 25.1% to Sun for
R310.7 million. The proceeds consisted of R215.9 million for the sale of shares, R72.7 million for the pro rata share of the shareholder loan with GPI 
Slots, R20.0 million for the cancellation of the management contract with GPI Slots and R2.1 million interest due to the delayed implementation of the 
transaction. The two remaining tranches allow Sun to acquire a further 25.0% and 19.9% respectively, with the purchase consideration being linked to an 
EBITDA multiple for both tranches.  Sun and GPI have started preparing the required submissions for the approval of the second tranche, which is expected
to be finalized in the last quarter of the 2015 calendar year.

The disposal of the investments in SunWest and Worcester Casino has not been concluded as yet, as the Western Cape Gambling and Racing Board and the 
Competition Commission are yet to approve the transaction. The delay is due to the Competition Commission submitting a recommendation to the Competition
Tribunal on 29 January 2015 to decline the transaction. The Competition Tribunal did not rule on the recommendation and granted the parties to the 
transaction the right to appeal the recommendation, which will be heard by the tribunal in April 2015. GPI has discussed the effect of the recommendation
by the Competition Commission with its legal counsel, during these discussions, consideration was given to; previous transactions that the Commission 
provided a recommendation to decline and the ultimate decision by the Tribunal; the reasons on which the recommendation from the Commission were based; and
the strength of the appeal. Based on these considerations GPI still considers the likelihood of the transaction being concluded as being highly probable.

The disposal of the 24.9% holding in Dolcoast was concluded subsequent to the reporting period, on 30 January 2015. The disposal was effected by way of a 
share buy-back by Dolcoast, and GPI received R130.0 million in proceeds as a result.

Investment activity
As mentioned earlier, GPI concluded three significant acquisitions during the period.

The first acquisition, concluded on 28 July 2014, was the acquisition of an additional 42.8% of Mac Brothers for R42.8 million. The acquisition increased 
GPI's investment in Mac Brothers to 65.0% and gave GPI control of the company. The results of Mac Brothers have been consolidated into the results from 
28 July 2014. Subsequent to the period-end GPI acquired the remaining 35.0% from the minority shareholders to give it full control of the company.

The second transaction, concluded on 1 September 2014, was the acquisition of 51.0% of GTM for R21.8 million. The acquisition was in terms of a joint 
venture agreement with Tellumat, where the electronics manufacturing division of Tellumat was sold to GTM and will operate as a stand-alone electronics 
manufacturer. Tellumat will remain as one of GTM's main customers whilst GTM will also be responsible for the group's gaming machine manufacturing. The 
transaction has created fresh impetus within management and opportunities abound in several sectors where the undoubted capabilities of GTM will be utilized.

The third transaction, concluded on 30 October 2014, was the acquisition of 10.0% of Spur for R294.7 million. The transaction was an empowerment transaction 
whereby GPI received a 10% discount on the market price in exchange for a five-year investment lock-in period. R72.4 million of the acquisition was paid 
in cash, with the remaining R222.3 million funded through R72.3 million of vendor funding and R150.0 million of third-party debt.


INVESTMENTS' TRADING PERFORMANCE

Despite GPI's strategic direction moving towards becoming a pure investment company, it will never be a passive investor and consequently it provided its 
growth assets with operational assistance during the period. The executive team spent time refining the business of, in particular BURGER KING®, Grand Sport,
Mac Brothers and GTM, to ensure that adequate operating standards are maintained while these businesses are going through their significant growth phases. 
This close involvement has yielded very positive results on all the operations with all four businesses being able to increase their operating margins and
developing to a point where the management thereof can be decentralized in the near future.

Below is commentary on both the operational and financial performance of each of GPI's significant investments.


BURGER KING® (South Africa)
BURGER KING® (South Africa) continued its expansion during the period and opened 18 new stores taking the total number of stores to 34 as at 31 December 2014.
The stores are split between 26 corporate stores, 4 Sasol franchise stores and 4 Joint Venture stores with strategic partners.

The total revenue generated during the period amounted to R134.9 million, which is 248.0% higher than last year, at an average monthly revenue per store of
R1.1 million. Without detracting from the excellent expansion during the period, the biggest accomplishment has been the remarkable increase in the gross
margin. This increase is due to the localization of inputs, of which 95.0% had been sourced locally by 31 December 2014. This is the fastest localization
of inputs by any BURGER KING® region globally. There will be a continued focus on localizing the remainder of the inputs so as to achieve the benchmarks that
GPI deems appropriate.

During the period, BURGER KING® revised its expected store roll-out from 100 to 60 stores at 30 June 2015. The revision of the roll-out is predominantly due
to delays in store opening caused by various approvals required by the respective municipalities. In addition, BURGER KING® has revised its store format mix
to be weighted more towards drive-through restaurants, which have the potential to generate higher revenues than inline and food court stores. The targeted
mix is for 40% of the stores to be drive-through format.

As anticipated, BURGER KING® is required to make large investments in its head office and marketing infrastructure. With 34 stores opened as at 31 December
2014, BURGER KING® has not reached its critical mass in order to cover the head office and marketing costs. The annualized profits of the stores for December
2014 is sufficient to allow BURGER KING® to trade at a profit, but the company still has a few months to go to absorb the cost of the initial investment in
this infrastructure.

BURGER KING®'s short to medium-term focus will be on opening corporate, joint venture and Sasol franchise stores. Franchising options are not currently
being considered.

Spur
Spur increased its revenue for the period by 8.7%, year on year, to R408.7 million, largely driven by a 13.0% increase in the South African revenue. However,
the group showed a 12.1% year on year decline in its profit before tax due to a once-off expense of R33.0 million, relating to the empowerment transaction
concluded with GPI, and a R11.8 million charge related to its long-term share-linked retention scheme. If these once-off expenses are excluded, the 
comparable profit before tax has increased by 15.3% year on year. The company declared a 62.0 cents per share interim dividend, which is 8.8% higher than
last year and will equate to a R6.7 million dividend receivable by GPI after the period-end.


GPI Slots
GPI Slots concluded the acquisition of KZN Slots (Pty) Ltd for R 74.5 million during the period. The effective date of the acquisition was 8 August 2014,
which is the date from which the KZN Slots results have been included in the GPI Slots results.  KZN Slots is licensed to operate up to 1000 LPMs in 
KwaZulu-Natal and had 623 active LPMs on the date of the acquisition, finishing the period on 612 LPMs.

GPI Slots continued to report excellent results, growing its revenue for the period by 41% year on year to R393.0 million and showing a profit after tax of
R46.1 million, which is 49% higher than last year. The group achieved an EBITDA margin of 23.0% for the period, which is 1.0 % higher than last year.  This
significant growth justifies the decision to reduce GPI's holding in the company over time in order to extract maximum value from the disposal.

At 31 December 2014, GPI Slots had 3,296 active LPMs throughout its network out of 6,000 licensed machines, which is an increase of 757 LPMs year on year.
There has also been an  improvement in the gaming revenue market share increasing from 39.15% to 46.83% year-on-year at an average Gross Gaming Revenue per
machine per day of R671.81 for the period.


Mac Brothers
Mac Brothers had a very positive six months, which resulted in a 26% year-on-year increase in its revenue to R122.5 million. Very encouragingly the 
revenue increase has been driven by higher margin manufacturing activities and resulted in 2% year-on-year increase in the gross margin percentage to 34.3%.

Since taking control of Mac Brothers on 28 July 2014, the management team has focused on reducing the operating expenses and identifying operating 
efficiencies, which has resulted in a number of costs savings. The full effect of these savings has not been reflected in this period's earnings. However, 
the full effect will be included in the full-year results. The earnings before interest and tax for the period increased by 17.0% year on year to
R6.9 million.

The company carried a large interest bill of R1.8 million for the period, as a result of interest on shareholder loans, which have been eliminated when GPI
acquired the remaining 35.0% interest from minorities on 13 January 2015. As a result of the large interest charged the profit after tax for the period is
R0.5 million lower than last year at R3.9 million.


Grand Tellumat Manufacturing
GTM commenced operations on 1 September 2014, and generated revenue of R19.7 million during the first four months of its operations. Three of the company's
major customers experienced delays with their orders, which resulted in a net loss before tax of R7.7 million. The loss is a timing issue as the delayed 
orders have been placed during the second half of the financial year.


Grand Sport
Grand Sport, trading under the name Grand Play, is an online sports betting business that began operating on 12 June 2014. The business is a green fields
venture for GPI and is in line with its strategy to establish a presence in the technology betting space.

Local online sports betting is a very competitive industry, with a large number of operators competing for the same customer and credibility with the 
customer is built up over time. In the first seven months of operations, Grand Play has focused on recruiting its database of customers and on operational 
efficiencies.


GPI Properties
During the past six months GPI Properties expanded beyond being an exclusive property holding business and created a new division focused exclusively on 
the development of BURGER KING® stores. The creation of this new division has allowed BURGER KING® to focus on its operations during its critical expansion
phase. GPI Properties has worked consistently throughout the period to identify cost savings on the BURGER KING® store development both through the design
of the stores and the procurement of building materials. An average saving of 20.0% across all BURGER KING® store formats has been identified and will be
implemented at all new stores.

The store development activities did not hold GPI Properties back from investing in further properties. During the period two industrial properties were 
acquired at a combined cost of R51.0 million. The properties, one based in Gauteng and the other in Cape Town, are leased by Mac Brothers. 

In addition to these acquisitions, agreements were concluded during the period to purchase two further properties. A property in Sandton, Gauteng, was purchased
for R12.0 million, which will be redeveloped into a BURGER KING® store, and an eight-story office building on Heerengracht Street in the Cape Town foreshore 
for R40.0 million. The attractive purchase price and prime location of this building makes it a very exciting redevelopment opportunity and GPI is currently
assessing a number of redevelopment options for the building.

GrandWest Casino
GrandWest's results for the period were exceptional as it increased its revenue by 10.5% to R1,103.5 million which was driven by an increase in both its 
tables revenue and slots revenue. The casino generated a net profit after tax for the period of R277.3 million, which is 11.6% higher than last year. GPI 
will continue to receive dividends from SunWest while the disposal of its investment is delayed.


Table Bay Hotel
The Table Bay Hotel, unfortunately, was particularly hard hit by a high number of cancellations during the period, as a result of the Ebola epidemic that 
broke out in West Africa.  Despite the cancellations, the hotel was able to increase its year-on -year revenue by 10.0% and reduced its net loss after tax
by 38.0% to R8.9 million.


Worcester Casino
The economy of the Worcester region continued with its sluggish performance over the reporting period, which had an impact on the performance of Golden 
Valley Casino. Revenue for the period, of R73.2 million, is 5.2% higher than last year, with a reduction in the tables revenue and hotel revenue diluting 
good growth in the slots revenue. This translated into a loss after tax of R3.6 million which is 42% higher than last year.


FINANCIAL PERFORMANCE
The agreements concluded in the previous financial year, to divest from certain gaming assets as well as our acquisitions made during the period have had a
significant effect on our earnings for the period and have also made the comparability of the results difficult to interpret. In order to fully understand
the effect the investing activities have had on the results for the period, each transaction has been discussed in detail below:


Agreements to dispose of investments in SunWest, Worcester Casino and Dolcoast
As disclosed in the 30 June 2014 annual financial statements, the investments in SunWest, Worcester Casino and Dolcoast were classified as discontinued
operations, in terms of IFRS 5: Discontinued operations and assets held for sale, as these investments represent a separate major line of business, being
the Casino segment. The classification of all these investments has remained the same during the current period as the likelihood of the transaction being
concluded remains highly probable for each transaction, and as per the requirements of IFRS 5, only the dividend income from the investments has been
recognised in the statement of comprehensive income. The income has been recognised under "profit for the period from discontinued operations" and is made
up of a R65.3 million dividend from SunWest and a R5.0 million dividend from Dolcoast. Worcester Casino did not declare a dividend during the period.

As a result of being classified as a discontinued operation, the investments have been recognised at their carrying values in the statement of financial 
position, under "Assets classified as held for sale". At 31 December 2014, SunWest had a carrying value of R1,056.9 million, Dolcoast of R121.3 million and
Worcester Casino a nil value.


Disposal of 25.1% of GPI Slots
The disposal of the first tranche of GPI Slots reduced GPI's holding to 74.9% and resulted in GPI and Sun jointly controlling GPI Slots. Therefore the 
investment in GPI Slots was deconsolidated on the effective date of the disposal and was reclassified as a jointly controlled entity (refer below for 
commentary on the further reclassification of the portion GPI has committed to sell). The deconsolidation resulted in a gain of R684.3 million in the 
statement of comprehensive income under "profit for the period from discontinued operations".


Agreement to dispose a further 49.9% of GPI Slots
The remaining 74.9% investment in GPI Slots after the disposal discussed above, is subject to the provisions of the disposal agreement with Sun, where GPI
has granted Sun two call options to acquire a further 25.0% and 19.9% respectively. Therefore the 74.9% holding has been split between the 30.0%, which GPI
will ultimately retain, and the 49.9% that GPI has committed to sell to Sun.

The 30.0% portion, that will be retained, has been classified as a jointly-controlled entity under "Non-current assets" in the statement of financial
position and was equity accounted during the period. R13.8 million, being 30.0% of GPI Slots' earnings for the period, has been recognised in the statement
of comprehensive income under "profit from equity-accounted investment" and as at 31 December 2014, the investment is being carried on the statement of 
financial position at R271.8 million.

The 49.9% portion, which has been committed to be sold to Sun, has been classified as an "Investment Held for Sale" in terms of IFRS 5. The investment has
been recognised at its carrying value at the date it became held for sale of R516.3 million in the statement of financial position under "Assets classified
as held for sale" and a related deferred tax liability of R31.8 million has been classified under "Liabilities associated with assets held for sale". No 
equity-accounted income has been recognised in terms of the requirements of IFRS 5.


Acquisition of 42.8% of Mac Brothers
The acquisition of an additional 42.8% of Mac Brothers during the period increased the total investment in the company to 65.0%, which gave control of the 
investment. Therefore, from the effective date of the acquisition, being 28 July 2014, the investment was reclassified from an associate to a subsidiary 
with their results being consolidated from that date. As part of the initial recognition of the investment as a subsidiary the carrying value of the 
existing 22.2% holding was increased to its fair value of R23.0 million. This resulted in a fair value adjustment of R 0.7 million in the statement of 
comprehensive income. The 35.0% non-controlling interest at its fair value of R 36.3 million and Goodwill on the acquisition of R38.6 million have been
recognised in the statement of financial position.

For the one month prior to the effective date of the acquisition the investment was treated as an associate and R0.4 million was recognised as 
equity-accounted earnings from the investment.


Acquisition of 51.0% of Grand Tellumat Manufacturing
The acquisition of 51.0% of GTM has been classified as a jointly controlled investment and as a result equity accounted. A R4.0 million loss has been 
recognised under profit from equity-accounted investments, which represents GPI's 51.0% share of GTM's losses for the period.


Acquisition of 10.0% of Spur Corporation Limited
The acquisition of 10% of Spur for R294.7 million has been classified as an available-for-sale investment as GPI does not have significant influence over
the company. This classification is in line with GPI's existing accounting policy on investments. The investment is carried at it's fair value using the 
spot price of the shares listed on the JSE, which is a level 1 fair value. At 31 December 2014 the Spur spot share price was R31.29 per share, which 
resulted in a fair value gain of R36.5 million being recognised in "other comprehensive income for the period". Spur did not declare a dividend in the 
period since GPI's acquisition.


In order to fund its investment activity and the expansion of BURGER KING®, GPI extended its debt position during the period. A R51.0 million mortgage 
bond was raised in GPI Properties to fund the acquisition of two industrial properties. Preference shares with a value of R222.3 million were issued
by GPI Spur SPV, a wholly-owned subsidiary, on 30 October 2014, to fund the acquisition of the 10% investment in Spur GPI raised a further R277.0 million
as short-term loan facilities, which will be repaid from the proceeds of the sale of SunWest. GPI has already taken steps to ensure in the event that the
sale does not materialise, that these facilities will be converted into long term facilities. As a result of higher levels of debt, the interest expense 
for the period of R24.1 million is significantly higher than last year's interest expense of R8.9 million.

A deferred tax asset of R38.1 million has been recognised as at 31 December 2014. The asset is 376% higher than last year's balance of R8.0 million. The
deferred tax asset related to assessed losses recognised in BURGER KING®. In terms of IAS 12 - Income Taxes, a deferred tax asset related to unused tax
losses may only be recognised if there is convincing evidence of sufficient taxable profit against which the unused tax losses can be utilized. GPI has
reviewed the business plan and financial forecasts of BURGER KING® and has determined that there is no significant change from the forecasts reviewed
at 30 June 2014, and remain convinced that taxable profits will be generated.

Basic earnings for the period of R620.2 million has increased by 413% year on year, largely as a result of the R684.3 million gain recognised on the
deconsolidation of GPI Slots. To determine the headline earnings, the gain has been reversed, which has resulted in a headline loss for the period of
R27.9 million, which is 143% lower than the headline earnings reported last year. The decline in the headline earnings from last year is due to the 
significant reduction in the amount of GPI Slots' earnings recognised in the current year's earnings. Only 30.0% of GPI Slots' earnings have been 
recognised in this year, whereas the comparative period included 100% of GPI Slots' earnings.


RELATED-PARTY TRANSACTIONS
8.5% of the 42.8% acquired in Mac Brothers on 28 July 2014 was acquired from Nadesons Investments (Pty) Ltd for R8.5 million. Hassen Adams and Alan Keet
are both executive directors of GPI and are affiliates of Nadesons Investments.

In addition to this transaction, the group, in the ordinary course of business, entered into various transactions with related parties. Any intra-group 
related-party transactions and outstanding balances are eliminated in the preparation of the consolidated financial statements of the group as presented.


DIVIDENDS
An annual dividend of 20.0 cents per share was declared, as announced on SENS on 5 January 2015, which is 33.3% higher than last year's annual dividend of
15.0 cents per share.


SUBSEQUENT EVENTS
On 13 January 2015, GPI acquired the remaining 35.0% of Mac Brothers from its minority shareholders to take full control of the business.  A total 
consideration of R23.8 million was paid, R10.2 million in cash and R13.6 million by way of a new issue of 1.8 million GPI Shares at a price of R7.35
per share.

On 30 January 2015, GPI concluded the disposal of 24.9% of Dolcoast via a share buy-back. GPI received R130.0 million in consideration.


DIRECTORATE
On 1 November 2014, Sukena Petersen resigned as the Group Financial Director. Sukena has been with GPI since its initial listing on the JSE and the Board
would like to thank her for her dedication to GPI. Sukena was replaced by Dylan Pienaar who fulfilled the role as Interim Financial Director until 
26  of February 2015, when he was permanently appointed to the position.

Tony Bedford retired as non-executive director from the GPI Board on 1 February 2015 and the board would like to express their gratitude to Tony for his
contribution to GPI.

Alex Abercrombie retired as an executive director of GPI with effect from 27 February 2015. Alex is a founding member of GPI and has served as a director
of GPI since its inception. Alex has agreed to remain on the GPI Board as a non-executive director, where his considerable experience will continue to add
value.


PROSPECTS
The focus on cementing GPI's status as an investment holding company with a diversified portfolio of complementary assets, has allowed the investigation
of several opportunities that have been presented to us in other sectors.

The focus is, however, on ensuring that GPI extracts maximum value from its existing assets. BURGER KING®'s growth is a key strategic area for GPI and 
that will be achieved through expansion of the South African development, acquisitions along the supply chain and initial investigations into  exercising
 rights relating to other regions in Africa.

This strategy remains irrespective of the outcome of the sale of GPI's casino assets.



For and on behalf of the board
H Adams                                                                A  Keet



__________________                                                     ________________
Executive Chairman                                                     Chief Executive Officer
27 February 2015                                                       27 February 2015


Prepared under the supervision of: Financial Director, D Pienaar CA(SA), ACMA, CGMA

Directors
H Adams (Executive Chairman), A Abercrombie#, A Keet (Chief Executive Officer), W Geach#*,  Dr N Maharaj #*, N Mlambo #, D Pienaar ( Financial 
Director), C Priem #* 

(# non executive * independent)

Registered office
10th Floor, 33 On Heerengracht
Heerengracht Street, Foreshore, Cape Town, 8001
(P O Box 6563, Roggebaai, 8012)

Transfer secretaries
Computershare Investor Services (Pty) Ltd
70 Marshall Street, Johannesburg, 2001

Attorneys
Bernadt Vukic Potash & Getz Attorneys

Corporate advisors
Leaf Capital (Pty) Ltd

Sponsor
PSG Capital (Pty) Ltd

Company Secretary
Lazelle Parton

Registration number
1997/003548/06

ISIN
ZAE000119814

Share code
GPL


CONDENSED GROUP STATEMENT OF COMPREHENSIVE INCOME
                                                                                                                  Restated
                                                                                                 Unaudited   and Unaudited       Audited
                                                                                  Note         31 December     31 December       30 June
                                                                                                      2014            2013          2014
                                                                                                  6 Months        6 Months     12 Months
                                                                                                    R000's          R000's        R000's
Continuing operations
Revenue                                                                                            237 248          48 121       134 976
Cost of sales                                                                                     (123 364)        (27 246)      (85 107)
Gross profit                                                                                       113 884          20 875        49 869
Operating costs                                                                                   (206 098)        (63 404)     (165 385)
Loss from operations                                                                               (92 214)        (42 529)     (115 516)
Profit from equity-accounted investments                                                             9 804               -          (528)
Remeasurement of investment                                                                            657          32 842        32 838
Gain on acquisition of investments                                                                       -          23 843        23 637
Depreciation and amortisation                                                                      (10 154)         (5 006)       (8 755)
(Loss)/ Profit before finance costs and taxation                                                   (91 907)          9 150       (68 324)
Finance income                                                                                       3 705           6 552         8 621
Finance costs                                                                                      (24 049)         (9 969)      (18 026)
(Loss)/ Profit before taxation                                                                    (112 251)          5 733       (77 729)
Taxation                                                                                            12 701           9 633        18 846
(Loss)/Profit for the period from continuing operations                                            (99 550)         15 366       (58 883)


Discontinued operations
Profit for the period from discontinued operations                                   2             718 373         101 949       121 972
Profit for the period                                                                              618 823         117 315        63 089
Other comprehensive income
Items that will be reclassified subsequently to profit and loss
Unrealised fair value gain/ (loss) on available-for-sale investments, net of tax                    36 489          (1 174)       (5 189)
Total comprehensive income for the period                                                          655 312         116 141        57 900

(Loss)/ profit from continuing operations attributable to:
- Ordinary shareholders                                                                            (98 192)         18 962       (51 042)
- Non-controlling interest                                                                          (1 358)         (3 596)       (7 841)
Profit from discontinued operations attributable to:
- Ordinary shareholders                                                                            718 373         101 949       121 972
                                                                                                   618 823         117 315        63 089
Total comprehensive income attributable to:
- Ordinary shareholders                                                                            656 670         119 737        65,741
- Non-controlling interest                                                                          (1 358)         (3 596)       (7 841)
                                                                                                   655 312         116 141        57 900

                                                                                                     Cents           Cents         Cents
Basic earnings per share                                                                            127.66           26.21         15.20
 Continuing operations                                                                              (20.21)           4.11        (10.93)
 Discontinued operations                                                                            147.87           22.10         26.13

Diluted earnings per share                                                                          127.03           26.21         15.13
 Continuing operations                                                                              (20.11)           4.11        (10.89)
 Discontinued operations                                                                            147.14           22.10         26.02
Headline (loss)/earnings per share                                                                   (5.74)          13.95          3.17
Diluted headline (loss)/earnings per share                                                           (5.71)          13.95          3.15
Adjusted headline (loss)/earnings per share                                                          (5.65)          14.86         22.91
Diluted adjusted headline (loss)/earnings per share                                                  (5.62)          14.94         22.82
Ordinary dividends per share                                                                             -           15.00         15.00




CONDENSED GROUP STATEMENT OF FINANCIAL POSITION                                                                    
                                                                                                                  Restated
                                                                                  Note           Unaudited   and Unaudited       Audited
                                                                                               31 December     31 December       30 June
                                                                                                      2014            2013          2014
                                                                                                    R000's          R000's        R000's
ASSETS
Non-current assets                                                                               1 112 562      1 771 569        301 692
Investments in joint ventures                                                                      289 661      1 046 924              -
Investments in associates                                                                                -        119 302         22 246
Available-for-sale investments                                                       4             339 437          6 237              -
Goodwill                                                                                            39 282        158 268            377
Property, plant and equipment                                                                      388 090        315 193        246 673
Intangible assets                                                                                   11 286         95 796          6 043
Deferred tax assets                                                                                 44 806         29 849         26 353

Assets classified as held for sale                                                               1 694 467              -      1,655 335

Current assets                                                                                     840 967        333 187        218 203
Inventories                                                                                         55 157          2 822          9 450
Trade and other receivables                                                                        110 559         59 413         36 638
Related-party loans                                                                                137 680         14 847         23 705
Cash and cash equivalents                                                                          536 498        254 936        145 482
Income tax receivable                                                                                1 073          1 169          2 928

Total assets                                                                                     3 647 996      2 104 756      2 175 230

EQUITY AND LIABILITIES
Total equity                                                                                     2 355 804      1 730 669      1 682 715
Ordinary Share Capital and premium                                                                 845 894        770 364        830 230
Treasury shares                                                                                    (74 231)       (12 709)       (72 709)
Accumulated profit                                                                               1 541 37         966 205        920 217
Available-for-sale investments fair value reserve                                                   36 421          5 071          1 056
Share-based payment reserve                                                                          6 044          1 437          3 620
Capital reserve redemption fund                                                                        301            301            301
Non-Controlling interest                                                                            25 544         (5 620)        (9 407)
Total shareholder equity                                                                         2 381 438      1 725 049      1 673 308
 
Non-current liabilities                                                                            539 238        255 081        212 683
Cumulative redeemable preference share capital and premium                                         384 644        132 624        132 691
Interest-bearing borrowings                                                                        105 849         85 573         60 945
Deferred tax liabilities                                                                            46 679         36 083         18 557
Provisions                                                                                           2 066            801            490

Liabilities associated with assets classified as held for sale                                      31 379              -        170 124

Current liabilities                                                                                695 941        124 626        119 115
Trade and other payables                                                                           194 662         97 497         69 079
Provisions                                                                                          25 027          5 529          9 791
Interest-bearing borrowings                                                                        393 286         11 750         32 402
Related-party loans                                                                                 15 999              -              -
Dividends payable                                                                                    7 165          9 850          7 693
Taxation                                                                                            59 802              -            150
Total equity and liabilities                                                                     3 647 996      2 104 756      2 175 230

                                                                                                     Cents          Cents          Cents
Net asset value per share                                                                              489            367            345
Adjusted net asset value per share                                                                     517            370            361





CONDENSED GROUP STATEMENT OF CASH FLOWS
                                                                                                                       
                                                                                                                 Restated 
                                                                                                 Unaudited  and Unaudited       Audited
                                                                                               31 December    31 December       30 June
                                                                                                      2014           2013          2014
                                                                                                    R000's         R000's        R000's
Cash flows from operating activities
Net cash utilised by operations                                                                    (29 751)       (51,002)      (98 937)
Income tax paid                                                                                     (1 132)        (1 540)       (1 950)
Finance income                                                                                       3 705          6 552         8 621
Net cash from operating activities from discontinued operations                                          -         60 030       106 711
Net cash (outflow)/inflow from operating activities                                                (27 178)        14 040        14 445

Net cash outflow from investing activities of continuing operations                               (218 194)       (83 897)     (154 897)
Net cash inflow from investing activities of discontinued operations                                78 592         22 249        34 087
Net cash outflow from investing activities*                                                       (139 602)       (61 648)     (120 810)

Net cash inflow/ (outflow) from financing activities of continuing operations                      526 108       (126 845)      (87 575)
Net cash inflow/ (outflow) from financing activities of discontinued operations                          -         26 171       (32 109)
Net cash inflow/(outflow) from financing activities**                                              526 108       (100 674)     (119 684)

Net increase/ (decrease) in cash and cash equivalents                                              359 328       (148 282)     (226 049)
Cash and cash equivalents at the beginning of the period                                           177 170        403 218       403 218
Cash and cash equivalents at the end of the period                                                 536 498        254 936       177 169
Cash included in discontinued operations                                                               -                -       (31 687)
Cash and cash equivalents at the end of the period from continuing operations                      536 498        254 936       145 482

* Included in the cash outflows from investing activities for the period, is a R108.9 million outflow for  the acquisition of property, plant and 
  equipment (31 December 2013: R97.1 million and 30 June 2014: R118.4 million), a R359.3 million outflow for the period for the acquisition of investments 
  (31 December 2013: R45.8 million and 30 June 2014: R43.3 million) and a R 290.1 million inflow for the consideration received from the disposal of
  25.1% of GPI Slots.

**Included in the net cash inflow from financing activities for the period, is a R 537.0 million inflow as a result of new funding raised during the 
  period (31 December 2013: R9.0 million outflow and 30 June 2014: R9.5 million inflow) and total finance costs for the period of R24.5 million 
  (31 December 2013: R10.1 million and 30 June 2014: R17.7 million).



GROUP STATEMENT OF CHANGES IN EQUITY                                               Available-
                                              Capital      Ordinary                  for-sale               Share-based          Non-
                                           Redemption         Share     Treasury   fair value  Accumulated     payments   controlling
                                         Reserve Fund       Capital       Shares      reserve      Profits      reserve      interest       Total                                                                                                                                                                                           
                                                R000's       R000's       R000's       R000's       R000's       R000's       R000's       R000's

- Balance at 30 June 2013                          301      730 364       (2 070)       6 245      920 657            -       (1 957)   1 653 540
- Prior period error                                 -            -            -            -       (6 399)           -            -       (6 399)
Balance at 30 June 2013 (Restated)                 301      730 364       (2 070)       6 245      914 258            -       (1 957)   1 647 141
Total comprehensive income/ (loss) for the period    -            -            -       (1 174)     120 911            -       (3 596)     116 141
- Profit for the period                              -            -            -            -      120 911            -       (3 596)     117 315
- Other comprehensive income                         -            -            -       (1 174)           -            -            -       (1 174)
Non-controlling interest                             -            -            -            -            -            -          (67)         (67)
Treasury shares allocated to employees               -            -          228            -            -                         -          228
                                                                                            -
 Shares issued                                        -       40 000           -            -            -            -            -       40 000
Share based payment reserve                          -            -            -            -            -        1 437            -        1 437
Treasury shares acquired                             -            -      (10 867)           -            -            -            -      (10 867)
Dividends declared                                   -            -            -            -      (68 964)           -            -      (68 964)
Balance at 31 December 2013                        301      770 364      (12 709)       5 071      966 205        1 437       (5 620)   1 725 049
Total comprehensive income/ (loss) for the period    -            -            -       (4 015)     (49 981)           -       (4 245)     (58 241)
- Profit for the period                              -            -            -            -      (49 981)           -       (4 245)     (54 226)
- Other comprehensive income                         -            -            -       (4 015)           -            -            -       (4 015)
Shares issued                                        -       60 000            -            -            -            -            -       60 000
Treasury shares issued                               -            -      (60 000)           -            -            -            -      (60 000)
Share issue expense                                  -         (134)           -            -            -            -            -         (134)
Treasury shares allocated to employees               -            -          (97)           -            -            -            -          (97)
Treasury shares acquired                             -            -           97            -            -            -            -           97
Acquisition of subsidiary                            -            -            -            -         (391)           -          458           67
Dividends prescribed and written back                -            -            -            -        4 384            -            -        4 384
Share based payment reserve                          -            -            -            -            -        2 183            -        2 183
Balance at 30 June 2014                            301      830 230      (72 709)       1 056      920 217        3 620       (9 407)   1 673 308
Total comprehensive income/ (loss) for the period    -            -            -       36 489      620 181            -       (1 358)     655 312
- Profit for the period                              -            -            -            -      620 181            -       (1 358)     618 823
- Other comprehensive income                         -            -            -       36 489            -            -            -       36 489
Non-controlling interest acquired                    -            -            -            -            -            -       36 309       36 309
Release of available-for-sale reserve                -           -             -       (1 124)       1 124            -            -            -
Dividends paid                                       -            -            -            -         (147)           -            -         (147)
Shares issued                                        -       15 754            -            -            -            -            -       15 754
Shares acquired                                      -            -       (1 522)           -            -            -            -       (1 522)
Share-based payment reserve                          -            -            -            -            -        2 424            -        2 424
Balance at 31 December 2014                        301      845 984      (74 231)      36 421    1 541 375        6 044       25 544    2 381 438

SEGMENTAL ANALYSIS
IFRS 8: Operating Segments requires a "management approach" whereby segment information is presented on the same basis as that used for internal reporting purposes
to the chief operating decision-maker/s who have been identified as the Board of Directors. These directors review the group's internal reporting by industry. The
directors do not review the group's performance by geographical sector and therefore no such disclosure has been made. Listed below is a detailed segmental analysis:

   Revenue                     Inter-segment revenue                      EBITDA                            Profit after tax
                                                                                                                                                                                                                                                                                   
                                                          
                                 Restated and                         Restated and                          Restated and                            Restated and
                       Unaudited    unaudited      Audited   Unaudited   unaudited      Audited   Unaudited    unaudited       Audited    Unaudited    unaudited      Audited  
                     6 months to  6 months to 12 months to 6 months to 6 months to 12 months to 6 months to  6 months to  12 months to  6 months to  6 months to  12 months to    
                     31 December  31 December      30 June 31 December 31 December      30 June 31 December   31 December      30 June  31 December  31 December       30 June 
                            2014         2013         2014        2014        2013         2014        2014          2013         2014         2014         2013          2014  
                          R000's       R000's       R000's      R000's      R000's       R000's      R000's        R000's       R000's       R000's       R000's        R000's
                                                                                                                    
Continuing Operations
Food                     134 488       37 968      126 867           -           -            -    (44 396)       (27 675)     (66 820)     (40 498)     (20 354)      (52 686)
Gaming                        76            -            -           -           -            -     10 777              -            -       10 597            -             -
Manufacturing             76 686            -            -      31 104           -            -     (4 648)             -            -       (7 029)           -             -
Corporate                 20 320        6 970        6 903      38 851      11 966       24 671    (35 701)        44 690        1 590      (51 058)      44 823        (3 854)
Property                   3 023        2 467          838       8 369       5 442       13 348     (5 261)          (351)       8 982       (8 434)      (6 318)        1 851
IT                         2 655          716          368       3 442       2 939        5 406     (2 524)        (2 509)      (3 321)      (3 128)      (2 785)       (4 194)
                         237 248       48 121      134 976      81 766      20 347       43 425    (81 753)        14 155      (59 569)     (99 550)      15 366       (58 883)
Discontinued Operations
Casino's                       -        2 547          556           -           -            -     70 290         63 401      127 861       70 290       63 719       127 860
Slots                          -      279 853      599 060           -           -            -    684 338         70 976      142 442      648 083       38 230        (5 888)
                               -      282 400      599 616           -           -            -    754 628        134 377      270 303      718 373      101 949       121 972

                                                                           Assets                                        Liabilites
                                                                        Restated and                                    Restated and 
                                                          Unaudited        unaudited         Audited       Unaudited       Unaudited         Audited 
                                                        6 months to      6 months to    12 months to     6 months to     6 months to    12 months to                            
                                                        31 December       31 December        30 June     31 December     31 December         30 June     
                                                               2014             2013            2014            2014            2013            2014
                                                             R000's           R000's          R000's          R000's          R000's          R000's
Continuing Operations
Food                                                        626 075           93 716         180 864        (316 319)        (28 554)        (43 940)
Gaming                                                      273 778          432 079               -            (184)       (122 823)              -
Manufacturing                                               171 797                -               -         (47 431)              -               -
Corporate                                                   638 880          245 992         160 243        (741 164)       (158 266)       (209 733)
Property                                                    235 022          152 332         169 776        (126 732)        (67 472)        (70 159)
IT                                                            7 977            4 671           9 012          (3 349)         (2 592)         (7 966)
Casino's                                                          -        1 175 966               -                -              -               -
                                                          1 953 529        2 104 756         519 895      (1 235 179)       (379 707)       (331 798)
Discontinuing Operations
Casino's                                                  1 178 205                -       1 179 507               -               -               -
Slots                                                       516 262                -         475 828         (31 379)              -        (170 124)
                                                          1 694 467                -       1 655 335         (31 379)              -        (170 124)





SUPPLEMENTARY INFORMATION


RECONCILIATION OF HEADLINE EARNINGS                                         Restated
                                                                                 and
                                                           Unaudited       Unaudited        Audited 
                                                         6 months to     6 months to   12 months to
                                                         31 December     31 December        30 June          
                                                                2014            2013           2014                                          
                                                              R000's          R000's         R000's

Earnings attributable to ordinary shareholders               618 823         117 315         63 089
Continuing Operations                                        (99 550)         15 366        (58 883)
Discontinued Operations                                      718 373         101 949        121 972
Non- controlling interest                                      1 358           3 596          7 841
                                                             620 181         120 911         70 930
Remeasurement of investment                                     (657)        (32 842)       (32 838)
Gain on acquisition of investment                                  -         (23 843)       (23 637)
Profit on sale of investment                                (684 338)              -
Loss on sale of property, plant and equipment                      -             215            190
Adjustments by jointly controlled entities                         -               -            253
- Loss on disposal of plant and equipment                          -               -            253
Tax effect on above                                           36 943             (60)          (124)
Headline and diluted (loss)/earnings                         (27 871)         64 381         14 774
Reversal of employee share trust                                  (9)           (108)          (156)
Reversal of cancellation fee                                 (12 642)              -
Reversal of IAS 12 tax adjustment                                  -               -         69 885
Reversal of transaction costs                                 14 103           4 292         21 580
Adjusted diluted headline earnings                           (26 419)         68 565        106 083



Reconciliation of number of shares                             000's           000's          000's
Shares in issue (before deducting treasury shares)           486 959         469 588        484 404
Shares in issue (after deducting treasury shares)            468 678         466 170        466 171
Weighted average number of shares in issue                   485 820         461 358        466 738
Adjusted weighted average number of shares in issue          467 539         461 358        462 985
Diluted weighted average number of shares in issue           488 215         461 358        468 719
Diluted adjusted weighted average number of shares in issue  469 934         458 934        464 966




NOTES TO THE FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES AND BASIS OF PREPARATION

The accounting policies applied in the interim financial statements are in accordance with International Financial Reporting Standards ("IFRS"), while 
the disclosures contained within comply with IAS 34: Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting 
Practices Committee, the Financial Reporting Pronouncements as issued by the Financial Reporting Accountants Council, and the Companies Act of South
Africa, as amended. The interim report has not been audited and therefore no review opinion has been obtained. The accounting policies and methods of
computation are consistent with those applied in the financial results for the year ended 30 June 2014.


2. Discontinued operation and assets held for sale

Due to GPI entering into sale agreements with Sun International Limited to decrease its holding in GPI Slots , SunWest, Worcester Casino and Dolcoast
GPI's investment in these assets has been classified as assets held for sale in terms of IFRS 5 - Non-current Assets held for Sale and Discontinued 
Operations.

Profit from discontinued operations and assets held for sale is broken down as follows:

                                                           Unaudited         Unaudited        Audited
                                                         31 December       31 December        30 June
                                                                2014              2013           2014
Dividends received - SunWest                                  65 260                 -              -
Dividends received - Dolcoast                                  5 030                 -              -
Dividends received - National Manco                                -               318            556
Equity earnings - SunWest                                          -            61 172        116 512
Equity earnings - Dolcoast                                         -             2 229         10 792
Equity earnings/ (losses) - GPI Slots                              -            38 230         (5 888)
Tax on sale of 25.1% of GPI Slots                            (36 255)                -              -
Gain on derecognition of GPI Slots as a subsidiary           684 338                 -              -
                                                             718 373           101 949        121 972


3. Business combinations

On 28 July 2014, all the conditions related to the purchase of an additional 42.8% of Mac Brothers Catering Equipment were fulfilled and the acquisition 
became effective on the same date. The acquisition increased GPI's total holding in Mac Brothers to 65.0% and gave GPI control of the business, therefore
the transaction was treated as a business combination in terms of IFRS 3 -Business Combinations. The total consideration paid for both the initial
purchase of 22.2% and the subsequent purchase of 42.8% was R65.1 million. In terms of the requirements of IFRS 3, all the assets purchased and liabilities
assumed in the purchase were identified at their fair values and were recognised separately from goodwill. No intangible assets were recognised during 
the identification process.

Goodwill of R38.6 million was recognised as part of the business combination, and comprises the value of expected synergies with GPI's existing food-
related assets, most notably BURGER KING® and Spur.




The table below provides an analysis of the values recognised:

                                                         Mac Brothers
                                                             Catering
                                                            Equipment
Acquisition date                                         28 July 2014
Economic and voting percentage acquired                           65%
Revenue since acquisition                                     107 790
Profit/Loss since acquisition                                   3 528
Revenue if acquired 1 July 2014                               125 145
Profit / Loss if acquired 1 July 2014                           4 797

Identifiable assets and liabilities
Property plant and equipment                                   65 509
Inventory                                                      50 796
Trade and other receivables                                    17 608
Cash and cash equivalents                                      (7 788)
Deferred tax liability                                         (6 830)
Finance lease liability                                        (9 765)
Taxation                                                         (902)
Trade and other payables                                      (45 086)
Total identifiable net assets at fair value                    63 542

Calculation of Goodwill
Non-controlling interest                                       36 309
Fair value of existing equity interest                         23 040
Purchase consideration                                         42 791
Less: Total identifiable net assets at fair value             (63 542)
Goodwill                                                       38 598

Purchase consideration made up as follows:
Cash paid in respect of acquisition                            42,791

Analysis of cash flow on acquisition
Net cash acquired on acquisition                               (7 788)
Cash paid in respect of acquisition                            42 791
Net cash flow                                                  35 003

In determining the fair values of the existing equity interest and the non-controlling interest, as required by IFRS 3 - Business Combinations, a discounted
cash flow valuation method was used. The key assumptions used in this valuation method are a discount rate of 20.3% and a terminal growth rate of 5%.
 


4. Fair Value Estimation

The information below analyses financial instruments, carried at fair value, by level of hierarchy as required by IFRS 13 - Fair Value Measurement. The
different levels have been defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2: Other techniques for all inputs which have a significant effect on the recorded value and are observable, either directly or indirectly

Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The Group had the following financial instruments measured at fair value:

31 December 2014                            LEVEL 1           LEVEL 2           LEVEL 3
                                             R'000s            R'000s            R'000s
Spur Corporation Limited                    339,437                 -                 -
Total                                       339,437                 -                 -



31 December 2013                            LEVEL 1           LEVEL 2           LEVEL 3
                                             R'000s            R'000s            R'000s
National Manco                                    -                 -             6 237
Total                                             -                 -             6 237



30 June 2014                                LEVEL 1           LEVEL 2           LEVEL 3
                                             R'000s            R'000s            R'000s
National Manco*                                   -                 -             1 300
Total                                             -                 -             1 300

* National Manco was reclassified as an asset held for sale at 30 June 2014. On 2 December 2014 it was sold to Sun for R1.3 million.


5. Prior period error

As disclosed in note 3 in the Notes to the 30 June 2014 Annual Financial Statements, adjustments were made to the prior period results due to VAT related
errors identified in certain subsidiaries of GPI. The retained earnings at 31 December 2013 has been reduced by R6.4 million so as to account for these
errors.


Date: 27/02/2015 05:02:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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