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SEARDEL INVESTMENT CORPORATION LTD - Reviewed Consolidated Condensed Annual Results for the Year Ended 31 March 2015

Release Date: 21/05/2015 17:30
Code(s): SRN SER     PDF:  
Wrap Text
Reviewed Consolidated Condensed Annual Results for the Year Ended 31 March 2015

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

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

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


REVIEWED CONSOLIDATED CONDENSED ANNUAL RESULTS
FOR THE YEAR ENDED 31 MARCH 2015


REVIEWED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Rand thousands                                   Reviewed       Audited*      Audited*
                                                     2015          2014          2013
ASSETS                              
Non-current assets                              7 624 838     8 806 707     1 292 844
Property, plant and equipment                     886 974     1 241 852       653 858
Plant and equipment                               238 285       525 316       335 876
Owner-occupied property                           648 689       716 536       317 982
Investment property                                     -       669 619       525 229
Intangible assets                               2 750 263     2 817 234        13 030
Goodwill                                        3 737 528     3 708 837             -
Equity-accounted investees                        206 985       132 698             -
Other investments                                       -         3 644         3 580
Long-term receivables                               2 935       146 582        47 544
Deferred tax assets                                40 153        86 241        49 603
Current assets                                  1 166 181     2 029 764     1 136 387
Inventories                                        18 090       555 433       627 768
Programming rights                                431 169       282 682             -
Trade and other receivables                       591 536     1 024 750       504 788
Current tax assets                                 12 409         6 087         1 594
Cash and cash equivalents                         112 977       160 812         2 237
Assets of disposal groups                         249 405        54 536         2 295
Total assets                                    9 040 424    10 891 007     2 431 526
                              
EQUITY AND LIABILITIES
Total equity                                    7 131 929     3 844 141     1 375 873
Stated capital/Share capital and share premium  6 665 383     1 692 429       312 156
Treasury shares                                         -       (17 794)      (17 794)
Reserves                                         (595 481)      939 428     1 081 511
Equity attributable to owners of the company    6 069 902     2 614 063     1 375 873
Non-controlling interest                        1 062 027     1 230 078             -
Non-current liabilities                         1 068 963     5 550 756        85 262
Deferred tax liabilities                          465 531       468 529             -
Post-employment medical aid benefits                    -        91 180        84 388
Interest-bearing liabilities                      501 001     4 868 343           756
Share-based liabilities                           102 431       122 465             -
Operating lease accruals                                -           239           118
Current liabilities                               814 653     1 496 110       970 391
Current tax liabilities                            12 398           529             -
Post-employment medical aid benefits                    -         6 280         5 045
Interest-bearing liabilities                      339 082        67 161           298
Trade and other payables                          461 918       861 047       460 008
Provisions                                              -        23 309           355
Bank overdraft                                      1 255       537 784       504 685
Liabilities of disposal groups                     24 879             -             -
Total liabilities                               1 908 495     7 046 866     1 055 653
Total equity and liabilities                    9 040 424    10 891 007     2 431 526
                              
Net asset value                                 6 069 902     2 614 063     1 375 873
Net asset value per share after 
   treasury shares (cents)                            141           220           201
                              
* Restated.                              


REVIEWED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Rand thousands                                                 Reviewed       Audited*
                                                                   2015          2014
Continuing operations            
Revenue                                                       2 396 385     1 223 603 
Cost of sales                                                  (985 787)     (480 471)
Gross profit                                                  1 410 598       743 132 
Other income                                                     56 744        25 000 
Administrative and other expenses                              (872 761)     (427 716)
Earning, before interest, taxation, depreciation 
  and amortisation                                              594 581       340 416 
Depreciation, amortisation and impairments                     (188 020)      (92 560)
Operating profit                                                406 561       247 856 
Finance income                                                   14 350             - 
Finance expenses                                                (55 306)     (120 958)
Share of loss of equity-accounted investees, net of taxation       (756)      (5 367)
Profit before taxation                                          364 849       121 531 
Taxation                                                       (148 248)      (83 979)
Profit from continuing operations                               216 601        37 552 
Discontinued operations            
(Loss)/profit from discontinued operations, net of taxation     (64 431)        4 061 
Profit                                                          152 170        41 613 
            
Other comprehensive income, net of related taxation            
Post-employment medical benefit - actuarial loss                      -        (4 295)
Fair value adjustment on available-for-sale financial assets          -            51 
Foreign operations - foreign currency translation differences    22 728         2 431 
Other comprehensive income, net of taxation                      22 728        (1 813)
Total comprehensive income for the year                         174 898        39 800 
            
Profit attributable to:            
Owners of the company                                           124 813       (11 157)
Non-controlling interest                                         27 357        52 770 
                                                                152 170        41 613 
            
Total comprehensive income attributable to:            
Owners of the company                                           139 732       (13 831)
Non-controlling interest                                         35 165        53 631 
                                                                174 898        39 800 
            
* Restated.            


REVIEWED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Rand thousands                                                 Reviewed       Audited
                                                                   2015          2014
Net cash flow from operating activities                        (418 639)      217 444 
Net cash flow from investing activities                        (125 647)     (191 614)
Net cash flow from financing activities                       1 051 383        99 646 
Net change in cash and cash equivalents                         507 097       125 476 
Cash and cash equivalents at the beginning of the year         (376 972)     (502 448)
Cash and cash equivalents at the end of the year                130 125      (376 972)
            
Cash and cash equivalents                                       112 977       160 812 
Bank overdraft                                                   (1 255)     (537 784)
Cash of disposal groups held for sale                            18 403             -
Cash and cash equivalents at the end of the year                130 125      (376 972)


REVIEWED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Rand thousands                                                                             Non-con-
                                     Stated      Treasury         Other      Retained        Equity      trolling         Total
                                    capital        shares      reserves*       income        owners*     interest        equity*
Balance at 31 March 2013
   (previously reported)            312 156       (17 794)      298 669       867 555     1 460 586             -     1 460 586 
Effect of change in accounting policy     -             -       (84 713)            -       (84 713)            -       (84 713)
Balance at 31 March 2013 (restated) 312 156       (17 794)      213 956       867 555     1 375 873             -     1 375 873 
Profit/(loss)                             -             -             -       (11 157)      (11 157)       52 770        41 613
Fair value adjustment - AFS               -             -            51             -            51             -            51 
Foreign operations - FCTR                 -             -         1 570             -         1 570           861         2 431 
Post-employment medical
benefits - actuarial loss                 -             -             -        (4 295)       (4 295)            -        (4 295)
Transfers                                 -             -        (1 950)        1 580          (370)            -          (370)
Share incentive scheme                    -             -             -        (5 449)       (5 449)            -        (5 449)
Dividends                                 -             -             -             -             -       (71 837)      (71 837)
Share options                        10 273             -             -             -        10 273             -        10 273 
Acquisition of subsidiaries with 
   non-controlling interests      1 370 000             -          (425)     (122 008)    1 247 567     1 248 284     2 495 851 
Balance at 31 March 2014          1 692 429       (17 794)      213 202       726 226     2 614 063     1 230 078     3 844 141
Profit/(loss)                             -             -             -       124 813       124 813        27 357       152 170 
Foreign operations - FCTR                 -             -        14 920             -        14 920         7 808        22 728 
Share incentive scheme                    -             -             -         4 174         4 174             -         4 174 
Dividends                                 -             -             -             -             -       (70 192)      (70 192)
Share options                        11 503             -             -       (11 194)          309             -           309 
Rights issue                      4 961 451             -             -             -     4 961 451             -     4 961 451 
Treasury shares                           -        17 794             -       (17 794)            -             -             - 
Dividend through demerger                 -             -      (212 058)   (1 467 924)   (1 679 982)          179    (1 679 803)
Effect of change in ownership - 
   minority interests                     -             -             -        37 152        37 152      (135 828)      (98 676)
Change in ownership - minority 
   interest acquired                      -             -             -        (6 998)       (6 998)       (1 002)       (8 000)
Acquisition of subsidiaries with 
   non-controlling interests              -             -             -             -             -         3 627         3 627 
Balance at 31 March 2015          6 665 383             -        16 064      (611 545)    6 069 902     1 062 027     7 131 929 
                                          
* Restated.                                          


HEADLINE EARNINGS
Rand thousands                                                 Reviewed       Audited
                                                                   2015          2014 
Earnings/(loss) attributable to equity owners of the parent     124 813       (11 157)
IAS 16 gains on disposal of plant and equipment                  (1 735)       (3 888)
IAS 16 loss on disposal of plant and equipment                        -        31 734 
IAS 16 impairment of plant and equipment                          9 587         4 617 
IFRS 3 impairment of goodwill                                    86 862             -
IFRS 3 gain on bargain purchase                                  (1 077)            -
IAS 28 gain on disposal of associates                           (11 500)            -
IAS 40 fair value adjustment to investment property             (46 792)      (20 726)
Total tax effect of adjustments                                     486           264 
Headline earnings                                               160 644           844


STATISTICS PER SHARE
                                                               Reviewed       Audited*
                                                                   2015          2014
Basic earnings            
Earnings                                           (R'000)      124 813       (11 157)
Continuing operations                              (R'000)      134 637       (15 218)
Discontinued operations                            (R'000)       (9 824)        4 061 
Headline earnings                                  (R'000)      160 644           844 
Continuing operations                              (R'000)      161 495       (15 761)
Discontinued operations                            (R'000)         (851)       16 605 
            
Basic earnings per share            
Earnings                                           (cents)         3,03         (1,26)
Continuing operations                              (cents)         3,26         (1,72)
Discontinued operations                            (cents)        (0,23)         0,46 
Headline earnings                                  (cents)         3,90          0,10 
Continuing operations                              (cents)         3,92         (1,78)
Discontinued operations                            (cents)        (0,02)         1,88 
            
Weighted average number of shares in issue          ('000)    4 123 996       884 013 
Actual number of share in issue at the end of 
   the year (net of treasury shares)                ('000)    4 318 212     1 186 936 
            
Diluted earnings per share            
Earnings                                           (cents)         3,03         (1,23)
Continuing operations                              (cents)         3,26         (1,67)
Discontinued operations                            (cents)        (0,23)         0,45 
Headline earnings                                  (cents)         3,90          0,09 
Continuing operations                              (cents)         3,92         (1,73)
Discontinued operations                            (cents)        (0,02)         1,83 
            
Diluted weighted average number of shares in issue  ('000)    4 123 996       908 655 
            
* Restated.            


NOTES TO THE REVIEWED CONSOLIDATED CONDENSED RESULTS FOR THE YEAR ENDED 31 MARCH 2015

BASIS OF PREPARATION AND ACCOUNTING POLICIES
The results for the year ended 31 March 2015 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. Except for the change in accounting policy and the 
new standards adopted as set out and as further noted below, the accounting policies 
applied by the Group in the preparation of these reviewed condensed consolidated 
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. 

The group has adopted the following new standards that became effective on 1 January 2014:
i.    IAS 32 : Financial Instruments - Presentation
ii.   IAS 36 : Impairment of Assets
iii.  IAS 39 : Financial Instruments - Recognition and Measurement

There was no material impact on the financial results identified based on management's 
assessment of these standards. 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, 
A S Lee (CA)SA. 

RESTATEMENT OF PRIOR YEAR RESULTS
During the period under review the Group changed the accounting policy as it relates 
to owner-occupied buildings, from initially being recognised at cost and subsequently 
revalued to approximate fair value, to now the cost convention whereby owner-occupied 
buildings are being initially recognised at cost and subsequently measured at cost 
less accumulated depreciation and any impairment losses. The adjustments in respect 
of the measurement change were not treated as movements in the current financial year, 
but as adjustments to the comparative consolidated statement of comprehensive income 
for the year ended 31 March 2014 and the comparative consolidated statement of financial 
position as at 31 March 2014 and 31 March 2013. The comparative results were restated 
as follows:

Rand thousands                                 Previously     Change in
                                                 reported        policy      Restated
Impact of changes in accounting policy on 
   consolidated statement of financial position 
   on 31 March:
2014                  
Non-current assets                     
Property, plant and equipment                     838 496      (121 960)      716 536 
Equity                     
Equity attributable to equity holders 
   of the parent                                2 717 969      (103 906)    2 614 063 
Non-current liabilities                     
Deferred tax liabilities                          486 583       (18 054)      468 529 
                  
2013                     
Non-current assets                     
Property, plant and equipment                     418 605      (100 623)      317 982 
Deferred tax assets                                42 093         7 510        49 603 
Equity                     
Equity attributable to equity holders 
   of the parent                                1 460 586       (84 713)    1 375 873 
Non-controlling interest                                -             -             - 
Non-current liabilities                     
Deferred tax liabilities                            8 400        (8 400)            - 
                  
Impact of changes in accounting policy on 
   consolidated statement of comprehensive 
   income on 31 March:                     
2014                  
Decrease in other comprehensive income, 
   net of tax                                      19 193       (19 193)            - 
                  
2013                  
Decrease in other comprehensive income, 
   net of tax                                      23 489       (23 489)            -

BUSINESS COMBINATIONS
During the year the Group acquired 100% of Longkloof Limited, which houses the offshore 
media assets. The total purchase consideration was R497 million and the goodwill through 
the business combination was R130 million. This goodwill was subsequently impaired by 
the Group given the reinvestment required to turn the Longkloof assets around.

On 1 March 2015 the Group acquired 50% plus one share of Coleske Artists (Pty) Limited 
(Coleske) and Afrikaans is Groot (Pty) Limited (AIG) for a total purchase consideration 
of R42 million. Goodwill through business combinations based on the provisional 
accounting of Coleske and AIG was R38 million. If new information is obtained within 
one year of the date of acquisition about the facts and circumstances that existed at 
the date of acquisition, the accounting for the acquisition will be revised.

Other media assets acquired include 70% of TVPC Media (Pty) Ltd ("TVPC") and 100% of 
Crystal Brook Distribution (Pty) Ltd ("Crystal Brook") for a total purchase consideration 
of R6 million and R11 million respectively. Goodwill for TVPC through the business 
combination was R8 million and gain on bargain purchase for Crystal Brook was R2 million.

In respect of the unbundled non-media assets, acquisitions included 100% of Limtech 
Biometric Solutions (Pty) Ltd and 51% of Deneb Invest 141 Holdco (Pty) Ltd for a total 
purchase consideration of R1.4 million. The goodwill through business combination was 
R1.5 million.

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

Rand thousands                                                 Reviewed       Audited
                                                                   2015          2014 
Cash                                                            558 152        23 440 
Contingent consideration                                          1 400        12 678 
Own shares issued                                                     -     1 370 000 
Total consideration                                             559 552     1 406 118 
                    
Recognised amounts of identifiable assets acquired              
and liabilities assumed:              
Property, plant and equipment                                    21 372       671 543 
Intangible assets                                               176 434     2 805 210 
Equity-accounted investees                                      118 726       131 364 
Long-term receivables                                            21 729        19 835 
Deferred tax assets                                                 339         8 823 
Programming rights                                                    -       390 599 
Trade and other receivables                                      60 253       601 499 
Cash and cash equivalents                                        50 901        87 327 
Other assets                                                      3 213        41 994 
Non-current loan                                                      -    (1 576 851)
Preference shares                                                     -    (3 105 764)
Deferred tax liabilities                                         (5 760)     (488 231)
Trade and other payables                                        (46 348)     (560 600)
Share-based payment liability                                         -      (122 465)
Bank overdrafts                                                     (70)       (4 697)
Other liabilities                                                (7 921)      (76 029)
Total identifiable net assets                                   392 868    (1 176 443)
Less: Non-controlling interest                                   (3 627)   (1 248 284)
Goodwill                                                        171 950     3 708 837 
Goodwill directly to equity as transactions with owners               -       122 008 
Gain on bargain purchase                                         (1 639)            - 
Total consideration                                             559 552     1 406 118 
            
Cash flow from investing activity              
Cash consideration transferred                                 (558 152)      (23 440)
Cash and cash equivalents in the business acquired               50 901        87 327 
Bank overdraft in the business acquired                             (70)       (4 697)
Net cash (outflow)/inflow from investing operations            (507 321)       59 190

DISCONTINUED OPERATIONS
Following a decision to exit the business of e.Botswana Proprietary Limited and 
e.tv Botswana Proprietary Limited, the results of these operations were reclassified 
to discontinued operations in the statement of comprehensive income and its assets 
and liabilities reclassified to disposal groups held for sale in the statement of 
financial position.

A decision was also taken to sell or exit certain subsidiaries and associates of the 
Longkloof Limited Group. The results of these operations were classified as discontinued 
operations in the statement of comprehensive income and its assets and liabilities 
classified as disposal groups held for sale in the statement of financial position.

Following the declaration and finalisation announcement relating to the proposed 
unbundling by Seardel of 557 892 317 shares in Deneb Investments Limited (Deneb) to 
its shareholders on 14 November 2014, the results of the non-media operations (Deneb) 
were reclassified to discontinued operations in the statement of comprehensive income 
and its assets and liabilities in the statement of financial position have been unbundled 
on 1 December 2014 in accordance with IFRIC 17: Distributions of Non-cash Assets to Owners.

Discontinued operations as disclosed in the statement of comprehensive income consist 
of the following:

Rand thousands                                             Longkloof      Non-media
                                                        subsidiaries         assets
                           e.Botswana  e.tv Botswana  and associates         (Deneb)         Total
2015                                   
Revenue                         4 344              -          27 273      1 927 457      1 959 074 
Profit/(loss) after tax        (2 042)             -        (156 909)        94 520        (64 431)
                              
2014                                   
Revenue                             -              -               -      2 163 518      2 163 518 
Profit/(loss) after tax             -              -               -          4 061          4 061 
                              
Disposal groups held for sale as disclosed in the statement of financial position comprise 
the following:
                              
Rand thousands                                             Longkloof
                                                        subsidiaries          Total          Total
                           e.Botswana  e.tv Botswana  and associates           2015           2014
Assets of disposal group                                 
Property, plant and equipment   1 212          2 233             521          3 966         54 536
Intangible assets                   -              -         155 973        155 973              -
Investment in associates            -              -          37 091         37 091              -
Other assets                    2 597             17          49 761         52 375              -
Total assets                    3 809          2 250         243 346        249 405         54 536 
                              
Liabilities of disposal group                                 
Deferred taxation liability         -            (40)         (5 592)        (5 632)             -
Other liabilities                (282)             2         (18 967)       (19 247)             -
Total liabilities                (282)           (38)        (24 559)       (24 879)             -

CHANGE IN COMPARATIVES
The results of discontinued operations have been separately disclosed on the face of 
the statement of comprehensive income. Furthermore, the results of the change in 
accounting policy have been separately disclosed in the statement of changes in equity 
with further restatement and disclosure as per the note on restatement of prior year 
results. Where practical, the prior year results have been restated accordingly.

RELATED PARTY TRANSACTIONS
During the year, in the ordinary course of business, certain companies within the group 
entered into transactions with one another. These intra-group transactions have been 
eliminated on consolidation.

Transactions with Hosken Consolidated Investments Limited ("HCI") (ultimate holding 
company), entities in which HCI has an interest, SACTWU (shareholder in Seardel), 
Remgro Limited ("Remgro") (shareholder in Sabido) and Venfin Media Investments (Pty) Ltd 
("Venfin") (a wholly-owned subsidiary of Remgro) are included in the following table:


Rand thousands                                                 Reviewed       Audited
                                                                   2015          2014 
Income/(expense) transaction values with related parties
            
Unbundled assets              
SACTWU - disposal of apparel               
SACTWU - disposal of apparel manufacturing operation              5 312       (31 260)
SACTWU - loan advance relating to the disposal of the apparel 
   manufacturing operation                                            -          (957)
HCI - fees for managerial and secretarial services paid          (2 800)       (4 200)
HCI - working capital loan advanced                              (1 943)       (2 499)
HCI - loan at prime, repayable on demand                          3 245             -
Formex Industries (subsidiary of HCI) - management fees received    864         1 296 
HCI - fees for risk management received                             261           617 
            
Media assets              
SACTWU - loan relating to the acquisition of Sabido              (5 987)      (33 138)
HCI - preference shares relating to the acquisition of Sabido   (13 972)      (77 341)
HCI - management fees paid                                      (14 205)      (13 529)
Venfin - management fees paid                                    (1 608)       (1 532)
Longkloof Limited - management fees received                      1 331         3 014


Rand thousands                                                 Reviewed       Audited
                                                                   2015          2014
Balances owing (to) by related parties              
            
Unbundled assets              
SACTWU - disposal of apparel manufacturing operation                  -       107 588 
SACTWU - loan advance relating to the disposal of the 
   apparel manufacturing operation                                    -       (30 957)
HCI - fees for managerial and secretarial services paid               -       (10 195)
            
Media assets              
SACTWU - loan relating to the acquisition of Sabido*                  -    (1 363 860)
HCI - preference shares relating to the acquisition of Sabido*        -    (3 183 105)
HCI - working capital loan                                       (8 602)            - 
Venfin - loan relating to the acquisition of Longkloof Limited (156 605)            - 
Cape Town Film Studios - associate loan                          71 786        63 685 
Dreamworld Management Company - associate loan                   10 624        10 313 
Global Media Alliance Broadcasting Limited - associate loan      73 772        63 544 
            
* The repayment of these balances as at 31 March 2014 was out of the capital raised 
  through the rights issue.

Business combinations with related parties:
Sabido Investments (Pty) Ltd ("Sabido"), a subsidiary of Seardel, acquired the shares 
of the following entities:
-  100% of the issued share capital in Longkloof Limited, which was previously owned 
   80% by Deepkloof, a subsidiary of HCI and 20% by Iprop Holdings Limited, a subsidiary 
   of Remgro for a purchase consideration of R497 million; and
-  100% of the issued share capital of Crystal Brook Distribution (Pty) Ltd which was 
   previously owned 80% by HCI International Holdings Limited, a wholly-owned subsidiary 
   of HCI and 20% by Venfin Media Investments (Pty) Ltd, a wholly-owned subsidiary of 
   Remgro for a purchase consideration of R11 million.

Further detail of which was published on SENS on 28 August 2014.

In respect of the unbundled assets, 100% of the issued share capital of Limtech Biometric 
Solutions (Pty) Ltd, which was previously owned by HCI, for a purchase consideration of R1.

AUDITOR'S REVIEW
These condensed consolidated financial statements for the year ended 31 March 2015 have 
been reviewed by Grant Thornton Johannesburg, who expressed an unmodified review conclusion. 
The auditor's report does not necessarily report on all of the information contained in 
this announcement / financial results. Shareholders are therefore advised that in order 
to obtain a full understanding of the engagement they should obtain a copy of the 
auditor's report together with the accompanying financial information from the issuer's 
registered office. A copy of the auditor's review report is available for inspection at 
the company's registered office together with the financial statements identified in the 
auditor's report.

CHANGES IN DIRECTORATE
With effect from 1 December 2014 the following directors, i.e. Stuart Queen, Gys Wege, 
Amon Ntuli, David Duncan, Yunis Shaik and Nazien Jappie, have resigned from the board 
of Seardel and Elias Mphande and Antonio Lee were appointed to the board of Seardel as 
independent non-executive director and financial director respectively. Elias Mphande 
was also appointed as a member of the audit committee. Kevin Govender, a non-executive 
director of the company, was appointed as acting chief executive officer.

Subsequent to year-end and with effect from 14 April 2015, Mohamed Ahmed has resigned 
as director of the company and Loganathan Govender was appointed to the board of Seardel 
as an independent non-executive director and will serve as a member of the audit and 
risk committee.

The reconstituted board of the company accordingly comprises John Copelyn (non-executive 
chairman), Kevin Govender (acting chief executive officer), Antonio Lee (financial director), 
Rachel Watson (independent non-executive director and member of the audit committee), 
Elias Mphande (independent non-executive director and member of the audit committee) and 
Loganathan Govender (independent non-executive director and member of the audit committee).

CHANGE OF NAME
Due to restructuring within the Group with the unbundling of the non-media assets and the 
Group then mainly becoming a media investment holding company, the directors have resolved, 
subject to shareholder approval in a general meeting, to change the name to eMedia Holdings. 
A notice of general meeting will be posted to shareholders in due course.

DIVIDEND TO SHAREHOLDERS
The directors have resolved not to declare a dividend for the year ended 31 March 2015 
(2014: Nil).

COMMENTARY
GROUP
The Group's results for the year ended 31 March 2015 are not comparable to the prior 
year due to the corporate activity that occurred during the past two years which 
transformed the Group from an investment holding company owning mainly clothing, textile, 
branded products and property investments to a media investment holding company. At 
year-end the company's sole investment is its 64% interest in Sabido Investments 
Proprietary Limited (Sabido). Sabido is the media investment vehicle that houses e.tv 
(Pty) Ltd ("e.tv"), eSat.TV (Pty) Ltd ("eNCA"), Yired (Pty) Ltd ("Yfm") and Sasani 
Africa (Pty) Ltd ("Sasani Studios"), amongst others. Sabido was acquired in the second 
half of the previous financial year. In April 2014 Seardel successfully concluded a 
R5 billion rights issue which resulted in the Group issuing 3,125 billion N shares, 
the proceeds of which were utilised primarily to redeem the debt associated with the 
Sabido acquisition. 

In addition to the above, shareholders should note the following items which are 
reflected in the results and are important considerations in analysing the overall 
financial performance for the year ended 31 March 2015:

(a)  Finance expenses include R20 million relating to the debt assumed on the 
     acquisition of Sabido. This debt was fully repaid on 25 April 2014.

(b)  The amortisation of the intangible assets arising on the acquisition of Sabido 
     amounted to R80 million for the year.
(c)  On 1 December 2014 the company unbundled its non-media investments by way of a 
     dividend in specie to shareholders and listed them separately on the JSE Limited 
     as Deneb Investments Limited. Accordingly, the results for the non-media assets 
     are included in discontinued operations and the comparative results have been 
     restated for this.

The group ended the year with a profit attributable to the equity owners of the company 
of R124,8 million after the equity owners portion of impairment of goodwill of 
R84,9 million and an EBITDA of R594,6 million compared to a loss of R11, 2 million 
and an EBITDA of R340,4 million for prior year, respectively. Headline earnings for 
the year is R160,6 million compared to R0,8 million for the prior year.

The Group also changed its accounting policy with regards to owner-occupied property 
from disclosing these properties at their revalued carrying values to the cost convention. 
The effects of this are more fully disclosed in the notes to the financial statements. 

SABIDO 
The current financial year has been one of consolidation and investment for Sabido. 
During the second half of the year management took a critical look at all of the 
business units. A strategic decision has been made to exit some non-core and certain 
underperforming entities within the Group. Some of these entities were either sold or 
discontinued during the current year, where commercial requirements dictated. These 
include the production arms of a factuals unit in Sabido Productions and the Natural 
History Unit, the eNCA Africa division, e.tv China and the Africa Channel. The Group 
expects to exit its investment in Power and Setanta once suitable opportunities arise 
to do so. This closure and exit strategy resulted in R154,9 million being reflected as 
discontinued operations, which includes the impairment of goodwill on these discontinued 
investments of R130 million. The Group continues to focus on its core SA operations, 
being e.tv, eNCA, e.tv Multichannel, OpenView HD (Platco), and its radio, production 
and property interests. The Group continued with its strategy to further develop its 
multi-channel and OVHD platforms with an additional investment of R244,6 million during 
the year. This, albeit costly and currently loss making in the absence of significant 
revenue due to the delays in DTT and the slow box uptake, is necessary to establish 
these platforms for future content development and channel creation. 

It is important to recognise that the above-mentioned issues resulted in significantly 
reduced profits for the year under review. If one excludes the impact of the discontinued 
operations and the investment into multi-channel and OVHD, the latter of which will 
yield future returns, the "normalised earnings" for the year amounted to R519,7 million 
compared to a prior year figure of R571,9 million, a 9% decrease year on year.

The year under review was a difficult one for free-to-air broadcaster, e.tv. Rights to 
broadcast the FIFA 2014 World Cup were held by third-party broadcasters, which took 
audiences away from e.tv. Competitor broadcasters also invested significantly in local 
(and often vernacular) content, which necessitated increased programming investment by 
e.tv. Aggressive counter-scheduling by free-to-air competitor channels, combined with 
local programme investment, also contributed to audience drop-off in the year. These 
factors contributed to a new television landscape characterised by increased choice 
and a less loyal viewer population. Finally, the general downturn in above-the-line 
marketing spend because of a downturn in the economy saw revenues under pressure. To 
counter the prevailing market conditions e.tv continued to invest significantly in new 
local programming and the new prime time schedule was launched in March 2015. We expect 
that this revised schedule will be the driving force behind a resurgent e.tv in the 
forthcoming fiscal. 

The concept of increased choice is becoming commonplace amongst South African television 
viewers. To bring viewers into the group stable e.tv's multi-channel bouquet, currently 
available on satellite platform OpenView HD, is the route to providing viewers who want 
choice with that possibility. We expect better growth in the take up of OpenView HD set 
top boxes in 2015/16 and, consequently, better revenues.

eNCA continues to perform strongly as the best, by share and revenue, of all television 
news services available in South Africa. Its "know more" policy and skilled, independent 
voice have gained a strong foothold in the news environment. A long-term contract with 
MultiChoice terminates next year and negotiations will commence towards the end of the 
2016 financial year to renew our deal on the DStv platform. 

Solid performances by subsidiaries, Sasani Studios and Yfm, also bolstered the Group 
while other Group companies, Silverline 360 and affiliate, Cape Town Film Studios, began 
to demonstrate the turnaround which was contemplated in the strategic plan developed 
over recent years.

Terrestrial television broadcasting in South Africa is in an imminent phase of migration 
from analogue to digital platforms. The mechanism of the rollout of digital terrestrial 
television (DTT) is dependent on the policy on digital migration which is determined by 
the Minister of Communications. e.tv is contesting the decision-making process in this 
regard and has instituted proceedings against the Minister which will be heard in late 
May 2015 and hopefully determined in June or July. As soon as DTT rolls out, our 
multi-channel offering will be available on more screens than ever before which, in turn, 
will help stimulate revenues.

Signed for and on behalf of the board on 21 May 2015.

T G Govender                       A S Lee
Acting Chief Executive Officer      Financial Director

CORPORATE INFORMATION
Registration number: 1968/011249/06 (Incorporated in the Republic of South Africa)
JSE share code: SER      ISIN: ZAE000029815
JSE share code: SRN      ISIN: ZAE000030144
Registered office: Suite 801, 76 Regent Road, Sea Point, 8005
Directors: J A Copelyn* (Chairman), T G Govender (Acting Chief Executive Officer), 
           A S Lee (Financial Director), E Mphande*^, L Govender*^, R D Watson*^
           (* Non-executive    ^ Independent)
Company secretary:  HCI Managerial Services Proprietary Limited
Transfer secretaries:  Computershare Investor Services Proprietary Limited, 
                       70 Marshall Street, Johannesburg 2001
                       PO Box 61051, Marshalltown 2107
Auditors:      Grant Thornton Johannesburg Partnership
Sponsors:      Investec Bank Limited

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