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Audited summary consolidated results for the year ended 30 June 2015 and cash dividend declaration
REMGRO LIMITED
Registration number 1968/006415/06
ISIN ZAE000026480 Share code REM
AUDITED SUMMARY CONSOLIDATED
RESULTS
FOR THE YEAR ENDED
30 JUNE 2015
AND
CASH DIVIDEND DECLARATION
SALIENT FEATURES
- Headline earnings per share +20.3%
- Ordinary dividend per share +10.0%
- Intrinsic net asset value per share +17.5%
SUMMARY CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 June
R million 2015 2014
ASSETS
Non-current assets
Property, plant and equipment 5 716 5 616
Biological agricultural assets 550 499
Investment properties 51 42
Intangible assets 5 710 5 811
Investments - Equity accounted 57 831 52 169
- Other 2 493 2 642
Retirement benefits 220 210
Loans 977 629
Deferred taxation 18 14
73 566 67 632
Current assets 21 126 11 876
Inventories 3 118 2 408
Biological agricultural assets 549 539
Debtors and short-term loans 3 837 3 330
Investment in money market funds 986 1 171
Cash and cash equivalents 4 050 3 657
Other current assets 52 17
12 592 11 122
Assets held for sale* 8 534 754
Total assets 94 692 79 508
EQUITY AND LIABILITIES
Stated capital 3 605 3 605
Reserves 69 781 62 802
Treasury shares (272) (372)
Shareholders' equity 73 114 66 035
Non-controlling interest 2 803 2 599
Total equity 75 917 68 634
Non-current liabilities 5 404 2 199
Retirement benefits 227 258
Long-term loans 3 547 436
Deferred taxation 1 630 1 505
Current liabilities 13 371 8 675
Trade and other payables 4 469 3 791
Short-term loans 366 4 661
Other current liabilities 69 37
4 904 8 489
Liabilities held for sale* 8 467 186
Total equity and liabilities 94 692 79 508
– At book value R142.12 R128.56
– At intrinsic value (unaudited) R288.89 R245.96
*Refer to "additional information" for further detail.
SUMMARY CONSOLIDATED INCOME STATEMENT
Year ended
30 June
R million 2015 2014
Sales 25 590 24 621
Inventory expenses (15 267) (15 374)
Staff costs (4 276) (3 747)
Depreciation (607) (592)
Other net operating expenses (3 878) (4 238)
Trading profit 1 562 670
Dividend income 213 43
Interest received 276 326
Finance costs (371) (1 057)
Net impairment of investments, loans, assets and goodwill (288) 22
Profit on sale of investments 696 51
Consolidated profit before tax 2 088 55
Taxation (395) (57)
Consolidated profit/(loss) after tax 1 693 (2)
Share of after-tax profit of equity accounted investments 7 228 6 853
Net profit for the year 8 921 6 851
Attributable to:
Equity holders 8 715 6 917
Non-controlling interest 206 (66)
8 921 6 851
EQUITY ACCOUNTED INVESTMENTS
Share of after-tax profit of equity accounted investments
Profit before taking into account impairments, non-recurring and capital items 8 332 8 584
Net impairment of investments, assets and goodwill (213) (262)
Profit on the sale of investments 271 174
Other non-recurring and capital items 62 201
Profit before tax and non-controlling interest 8 452 8 697
Taxation (1 129) (1 558)
Non-controlling interest (95) (286)
7 228 6 853
HEADLINE EARNINGS RECONCILIATION
Year ended
30 June
R million 2015 2014
Net profit for the year attributable to equity holders 8 715 6 917
Plus/(minus):
- Net impairment of equity accounted investments 99 (92)
- Impairment of other investments 79 80
- Net impairment of property, plant and equipment 94 (5)
- Impairment of assets held for sale 16 -
- Recycling of foreign currency translation reserves - (32)
- (Profit)/loss on sale of equity accounted investments (984) 83
- (Profit)/loss on sale of other investments 288 (98)
- Net surplus on disposal of property, plant and equipment (5) (12)
- Non-headline earnings items included in equity accounted earnings of
equity accounted investments (231) (244)
- Net surplus on disposal of property, plant and equipment (111) (131)
- Profit on the sale of investments (271) (174)
- Net impairment of investments, assets and goodwill 213 262
- Other non-recurring and capital items (62) (201)
- Taxation effect of adjustments (50) 33
- Non-controlling interest (25) 5
Headline earnings 7 996 6 635
EARNINGS AND DIVIDENDS
Year ended
30 June
Cents 2015 2014
Headline earnings per share
– Basic 1 555.0 1 292.4
– Diluted 1 541.8 1 270.3
Earnings per share
– Basic 1 694.9 1 347.3
– Diluted 1 680.9 1 325.7
Dividends per share
Ordinary 428.00 389.00
– Interim 169.00 156.00
– Final 259.00 233.00
SUMMARY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended
30 June
R million 2015 2014
Net profit for the year 8 921 6 851
Other comprehensive income, net of tax 335 2 444
Items that may be reclassified subsequently to the income statement:
Exchange rate adjustments 267 298
Fair value adjustments for the year (156) 346
Deferred taxation on fair value adjustments (34) (43)
Reclassification of other comprehensive income to the income statement 45 (176)
Other comprehensive income of equity accounted investments 929 2 015
Items that will not be reclassified to the income statement:
Remeasurement of post-employment benefit obligations 5 23
Deferred taxation on remeasurement of post-employment benefit obligations (2) (6)
Change in reserves of equity accounted investments (699) (13)
Total comprehensive income for the year 9 276 9 295
Total comprehensive income attributable to:
Equity holders 9 066 9 357
Non-controlling interest 210 (62)
9 276 9 295
SUMMARY CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended
30 June
R million 2015 2014
Balance at the beginning of the year 68 634 60 645
Total comprehensive income for the year 9 276 9 295
Dividends paid (2 136) (1 834)
Investment in subsidiaries - (529)
Capital invested by minorities 37 876
Other movements 25 114
Long-term share incentive scheme reserve 81 67
Balance at the end of the year 75 917 68 634
SUMMARY CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended
30 June
R million 2015 2014
Cash generated from operations 1 895 898
Taxation paid (397) (135)
Dividends received 3 215 3 372
Cash available from operating activities 4 713 4 135
Dividends paid (2 136) (1 834)
Net cash inflow from operating activities 2 577 2 301
Investing activities (1 151) (2 121)
Financing activities (1 349) (818)
Net increase/(decrease) in cash and cash equivalents 77 (638)
Exchange rate profit on foreign cash 116 110
Cash and cash equivalents at the beginning of the year 3 636 4 164
Cash and cash equivalents at the end of the year 3 829 3 636
Cash and cash equivalents – per statement of financial position 4 050 3 657
Bank overdraft (221) (21)
ADDITIONAL INFORMATION
30 June
2015 2014
Number of shares in issue
- Ordinary shares of no par value 481 106 370 481 106 370
- Unlisted B ordinary shares of no par value 35 506 352 35 506 352
Total number of shares in issue 516 612 722 516 612 722
Number of shares held in treasury
- Ordinary shares repurchased and held in treasury (2 169 558) (2 960 766)
514 443 164 513 651 956
Weighted number of shares 514 200 979 513 404 676
In determining earnings per share and headline earnings per share the weighted number of shares was taken into account.
30 June
R million 2015 2014
Listed investments
Associated
– Book value 41 533 36 601
– Market value 97 926 79 734
Other
– Book value 902 880
– Market value 902 880
Unlisted investments
Associated
– Book value 11 336 11 090
– Directors' valuation (unaudited) 22 516 22 497
Joint ventures
– Book value 4 962 4 478
– Directors' valuation (unaudited) 13 295 11 063
Other
– Book value 1 591 1 762
– Directors' valuation 1 591 1 762
Assets and liabilities held for sale
During June 2015, Remgro entered into an agreement with funds managed by Cinven
to acquire 119 923 335 Spire shares (equivalent to a 29.9% shareholding in Spire). In
conjunction with the transaction, Remgro and Mediclinic concluded an agreement
whereby Mediclinic would acquire Remgro's interest in Spire, subject to a successful
Mediclinic rights issue. Total assests and liabilities are (175) -
Investment 8 275 -
Trade and other creditors (8 276) -
Derivative instruments (174) -
Various other assets and liabilities classified as held for sale 242 568
Assets 259 754
Liabilities (17) (186)
67 568
Additions to and replacement of property, plant and equipment 853 852
Capital and investment commitments 5 847 1 105
(Including amounts authorised but not yet contracted for, including R4.1 billion in
respect of the Mediclinic rights issue)
Guarantees and contingent liabilities 316 306
Dividends received from equity accounted investments set off
against investments 3 077 3 568
Fair value remeasurements
The following methods and assumptions are used to determine the fair value of each class of financial instruments:
- Financial instruments available-for-sale and investment in money market funds: Fair value is based on quoted market
prices or, in the case of unlisted instruments, appropriate valuation methodologies, being discounted cash flow, liquidation
valuation or actual net asset value of the investment.
- Derivative instruments: The fair value of derivative instruments is determined by using mark-to-market valuations.
Financial instruments measured at fair value, are disclosed by level of the following fair value hierarchy:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – Inputs (other than quoted prices included within level 1) that are observable for the asset or liability, either directly
(as prices) or indirectly (derived from prices); and
Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following tables illustrate the fair values of financial assets and liabilities that are measured at fair value, by hierarchy
level:
R million Level 1 Level 2 Level 3 Total
30 June 2015
Assets
Available-for-sale 902 - 1 591 2 493
Derivative instruments - 10 - 10
Investment in money market funds 986 - - 986
1 888 10 1 591 3 489
Liabilities
Derivative instruments - 190 - 190
30 June 2014
Assets
Available-for-sale 880 - 1 762 2 642
Derivative instruments - 3 - 3
Investment in money market funds 1 171 - - 1 171
2 051 3 1 762 3 816
Liabilities
Derivative instruments - 10 - 10
The following tables illustrate the reconciliation of the carrying value of level 3 assets from the beginning to the end of the
year:
Assets at
fair value
through
Available- profit and Derivative
R million for-sale loss instruments Total
30 June 2015
Balances at the beginning of the year 1 762 - - 1 762
Additions 375 - - 375
Disposals (484) - - (484)
Exchange rate adjustments 148 - - 148
Fair value adjustments through comprehensive income (210) - - (210)
Balances at the end of the year 1 591 - - 1 591
30 June 2014
Balances at the beginning of the year 1 285 60 73 1 418
Additions 277 23 - 300
Disposals (3) - (111) (114)
Exchange rate adjustments 64 - - 64
Transfer to equity accounted investments - (83) - (83)
Fair value adjustments through profit and loss - - 38 38
Fair value adjustments through comprehensive income 139 - - 139
Balances at the end of the year 1 762 - - 1 762
There were no transfers between the different levels.
Level 3 investments consist mainly of investments in the Milestone China entities (Milestone), the Kagiso Infrastructure
Empowerment Fund (KIEF) and the Pembani Remgro Infrastructure Fund (PRIF) amounting to R1 058 million,
R322 million and R150 million respectively. These investments are all valued based on the fair value of each investment's
underlying assets, which are valued using a variety of valuation methodologies. Listed entities are valued at the last quoted
share price on the reporting date, whereas unlisted entities' methods include discounted cash flow valuations, appropriate
earnings and revenue multiples.
Milestone's fair value consists of listed investments (42%), cash and cash equivalents (4%) and unlisted investments (54%).
Two-thirds of the unlisted investments were acquired during the current financial year and were valued at cost as Milestone's
management considers the transaction price to be the fair value of the investments, while the remaining one-third was valued
at approximately R190 million. KIEF's investments were valued using the discounted cash flow method. PRIF's main asset is
the investment in ETG Group and it was valued using appropriate revenue and earnings multiples based on peer group
companies to determine a price-to-book valuation.
Changes in the valuation assumptions of the above unlisted investments will not have a significant impact on Remgro's
financial statements.
COMMENTS
1. ACCOUNTING POLICIES
The summary consolidated financial statements are prepared in accordance with the requirements of the JSE
Limited (JSE) for summary financial statements, and the requirements of the Companies Act applicable to summary
financial statements. The JSE requires summary financial statements to be prepared in accordance with the
framework concepts and the measurement and recognition requirements of International Financial Reporting
Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and
Financial Pronouncements as issued by the Financial Reporting Standards Council and to also, as a minimum,
contain the information required by IAS 34: Interim Financial Reporting.
The accounting policies applied in the preparation of the consolidated financial statements from which the summary
consolidated financial statements were derived are in terms of IFRS and are consistent with those accounting
policies applied in the preparation of the previous consolidated annual financial statements, with the exception of
the implementation of IFRIC 21: Levies and the amendments to IAS 19: Employee Benefits, IAS 32: Financial
Instruments – Presentation, IAS 36: Impairment of Assets and IAS 39: Financial Instruments – Novation of
derivatives and continuation of hedge accounting. The adoption of these interpretations and amendments had no
impact on the results of either the current or prior year. The financial statements have been prepared under the
supervision of the Chief Financial Officer, Leon Crouse CA(SA).
2. RESULTS
Headline earnings
Headline earnings for the year to 30 June 2015 amounted to R7 996 million compared to R6 635 million for the
year to 30 June 2014, representing an increase of 20.5%, whereas headline earnings per share increased by 20.3%
from 1 292.4 cents to 1 555.0 cents.
Contribution to headline earnings by reporting platform
Year ended Year ended
30 June 30 June
R million 2015 Change 2014
Food, liquor and home care 1 531 92.6 795
Banking 2 845 11.9 2 542
Healthcare 1 734 16.5 1 489
Insurance 986 13.2 871
Industrial 381 (45.6) 700
Infrastructure 392 136.1 166
Media and sport (16) (125.0) 64
Other investments 84 42.4 59
Central treasury 111 33.7 83
Other net corporate costs (52) 61.2 (134)
Headline earnings 7 996 20.5 6 635
Refer to Annexures A and B for segmental information.
Commentary on reporting platforms' performance (unaudited)
Food, liquor and home care
The contribution from food, liquor and homecare to Remgro's headline earnings amounted to R1 531 million (2014:
R795 million), representing an increase of 92.6%. This increase is mainly the result of a higher contribution from
RCL Foods, which contributed R755 million to headline earnings (2014: R239 million headline loss). It should
however be noted that the results of RCL Foods for the year under review now includes the results of TSB, while
TSB was still reported separately for the first six months in the comparative year. TSB's headline earnings for the
year under review amounted to R281 million (2014: R218 million). During the year under review RCL Foods'
results were positively affected by Rainbow's new business model whereby reliance on pure commodity lines was
reduced, as well as the restructuring of its debt during the previous financial year whereby the Euro bonds were
replaced by a rand based debt package which eliminated the unfavourable foreign exchange adjustments. Unilever's
contribution to Remgro's headline earnings decreased by 4.6% to R331 million (2014: R347 million). This decrease
is mainly the result of increased brand and marketing investments. Distell's contribution to headline earnings, which
includes the investment in Capevin Holdings, amounted to R445 million (2014: R495 million). This decrease is
mainly the result of a favourable remeasurement of R159 million to the contingent consideration payable on the
acquisition of Burn Stewart Distillers Limited accounted for in the comparative year. Excluding this remeasurement,
Distell's contribution to Remgro's headline earnings would have increased by 0.7% from R442 million. It should be
noted that Remgro's effective interest in Distell decreased from 33.4% to 31.0% due to Distell issuing 15.0 million
ordinary shares to BEE shareholders during January 2014.
Banking
The headline earnings contribution from the banking division amounted to R2 845 million (2014: R2 542 million),
representing an increase of 11.9%. Both FirstRand and RMBH reported good headline earnings growth of 13.2%
and 11.8% respectively, mainly due to good growth in both net interest income and non-interest revenue from FNB,
RMB and WesBank, partly offset by a slight increase in year-on-year credit impairment charges.
Healthcare
Mediclinic's contribution to Remgro's headline earnings amounted to R1 734 million (2014: R1 489 million). It
should be noted that Mediclinic's results for the year under review include positive Swiss prior year tax adjustments
amounting to R712 million, while the comparative period also included a once-off past service cost credit and Swiss
tax adjustments totalling R303 million. Excluding these once-off items Mediclinic's contribution to Remgro's
headline earnings would have increased by 5.9% from R1 354 million. This increase is mainly due to solid
performances by all three operating platforms, partly offset by the dilution of Remgro's effective interest in
Mediclinic from 44.3% to 42.1% due to the bookbuild exercise undertaken by Mediclinic in June 2014.
Insurance
RMI Holdings' contribution to headline earnings increased by 13.2% to R986 million. RMI Holdings reported an
increase of 4.6% in normalised earnings, with Discovery and MMI Holdings achieving good earnings growth of
16.9% and 6.3% respectively, partly offset by a weaker performance by OUTsurance mainly due to an increase in
claims resulting from severe storms in Australia.
Industrial
Total South Africa's contribution to Remgro's headline earnings amounted to R133 million (2014: R233 million).
This decrease is mainly the result of substantial unfavourable stock revaluations in the year under review compared
to favourable stock revaluations in the comparative year. These revaluations are the result of the volatility in the
Brent Crude price and the rand exchange rate. Remgro's share of the results of KTH amounted to a loss of
R108 million (2014: profit of R71 million). During the year under review KTH's results were negatively impacted
by unfavourable fair value adjustments relating to its investment in Exxaro Resources Limited. Air Products' and
Wispeco's contribution to headline earnings amounted to R222 million and R104 million respectively (2014:
R217 million and R107 million), while PGSI contributed R30 million to Remgro's headline earnings (2014:
R72 million).
Infrastructure
Grindrod's contribution to Remgro's headline earnings amounted to R135 million (2014: R108 million). This
increase is mainly the result of the closure of Grindrod's commodity trading division which produced poor results in
the comparative year. It should also be noted that Remgro's effective interest in Grindrod diluted from 25.0% on
31 December 2013 to 22.6% due to the issue by Grindrod of 64 million shares to a consortium of strategic black
investors during June 2014. For the year under review the CIV group contributed R51 million to headline earnings
(2014: R58 million). SEACOM reported a headline earnings of R96 million for the year under review (2014:
headline loss of R26 million), with Remgro's share of this earnings amounting to R24 million (2014: loss of
R6 million). During May 2015 the Pembani Remgro Infrastructure Fund (PRIF) had its first close, which resulted in
Remgro receiving an income distribution of R170 million from PRIF (mainly resulting from foreign exchange gains
realised in the PRIF structure), which together with interest income and related tax charges, contributed
R177 million to Remgro's headline earnings.
Media and sport
Media and sport interests primarily consist of the interests in Sabido and various sport interests, including interests
in the rugby franchises of Premier Team Holdings (Saracens), the Blue Bulls and Western Province Rugby, as well
as the Stellenbosch Academy of Sport. Sabido's contribution to Remgro's headline earnings amounted to
R69 million (2014: R131 million). This decrease is mainly due to significant new business development costs
incurred over the last two years (R245 million compared to R125 million in the comparative year). The sport
interests' contribution to headline earnings amounted to a loss of R65 million (2014: R71 million loss).
Other investments
The contribution from other investments to headline earnings amounted to R84 million (2014: R59 million), of
which Business Partners' contribution was R47 million (2014: R33 million).
Central treasury and other net corporate costs
The contribution from the central treasury division amounted to R111 million (2014: R83 million). This increase is
mainly the result of higher average cash balances, as well as higher interest rates than in the comparative year. Other
net corporate costs amounted to R52 million (2014: R134 million). This decrease is mainly the result of a net after-
tax facilitation and underwriting fee of R99 million received from Mediclinic on the Spire transaction and resultant
rights issue, partly offset by transaction and funding costs of R38 million also relating to the Spire transaction,
which will be recovered from Mediclinic in the next financial year.
Total earnings
Total earnings increased by 26.0% to R8 715 million (2014: R6 917 million). This increase is mainly the result of
the headline earnings growth and a profit of R955 million realised on the dilution of Remgro's interest in Mediclinic
during the bookbuild in June 2014, partly offset by the loss of R223 million realised on the sale of the investment in
Lashou.
5. INTRINSIC NET ASSET VALUE
Remgro's intrinsic net asset value per share increased by 17.5% from R245.96 at 30 June 2014 to R288.89 at
30 June 2015. Refer to Annexure B for full details.
6. INVESTMENT ACTIVITIES
The most important investment activities during the year under review were as follows:
Mediclinic International Limited (Mediclinic) and Spire Healthcare Group Plc (Spire)
During June 2015 Remgro entered into an agreement with funds managed by Cinven to acquire 119 923 335 Spire
shares (equivalent to a 29.9% shareholding in Spire) at a price of GBP3.60 per share for a total purchase
consideration of GBP431.7 million (excluding transaction costs). The transaction was concluded early in July 2015
and Remgro financed the transaction through a combination of its own cash, as well as external funding.
In conjunction with the above transaction, Remgro and Mediclinic concluded an agreement whereby Mediclinic
would acquire Remgro's interest in Spire, subject to Mediclinic raising the appropriate funds in order to conclude
such a transaction. During August 2015 Mediclinic raised R10.0 billion through a rights issue in terms of which
111 111 111 new Mediclinic shares were issued at a price of R90.00 per share. Remgro, by following its rights and
by underwriting the balance of the rights issue, invested an additional R4.6 billion into Mediclinic. Following the
successful conclusion of the rights issue, Mediclinic acquired Remgro's shareholding in Spire during August 2015
for an amount of R8.6 billion, equal to the purchase price, transaction and funding costs. Remgro thus effectively
only facilitated the acquisition of Spire by Mediclinic.
On 30 June 2015 Remgro's effective interest in Mediclinic was 42.0% (2014: 42.1%). The additional Mediclinic
shares acquired by Remgro in terms of it underwriting the Mediclinic rights issue referred to above, marginally
increased its interest in Mediclinic to 42.5%.
RMB Holdings Limited (RMBH)
During April 2015 Remgro acquired a further 2 990 000 RMBH shares for a total amount of R215.5 million. This
transaction increased Remgro's effective interest in RMBH to 28.2% (2014: 27.9%).
Community Investments Ventures Holdings Proprietary Limited (CIVH)
Remgro's interest in Dark Fibre Africa Proprietary Limited (Dark Fibre Africa) is held through its investment in
CIVH. Dark Fibre Africa is a wholly owned subsidiary of CIVH. During August 2014 Remgro invested a further
R56.6 million in CIVH, thereby increasing its interest marginally from 50.7% on 30 June 2014 to 50.9% on
30 June 2015.
Grindrod Limited (Grindrod)
During the year under review Remgro acquired a further 3 380 435 Grindrod shares in the open market for a total
amount of R58.0 million, thereby increasing its effective interest in Grindrod to 23.0% (2014: 22.6%).
Kagiso Tiso Holdings Limited (KTH)
During July 2014 Remgro acquired an additional 3 000 ordinary shares in KTH for a total amount of R22.5 million.
This transaction increased Remgro's effective interest in KTH to 34.9% (2014: 34.7%).
Lashou Group Inc (Lashou)
During the year under review Remgro disposed of its investment in Lashou. A loss of $19.9 million was realised on
this transaction. This loss is excluded from headline earnings.
Milestone China Opportunities Fund III (Milestone III)
During the year under review Remgro invested a further $33.1 million in Milestone III, thereby increasing its
cumulative investment to $86.5 million. As at 30 June 2015 the remaining commitment to Milestone III amounted to
$13.5 million.
Other
Other smaller investments amounted to R85.2 million.
Events after year-end
Other than the above-mentioned Spire transaction, there were no significant transactions subsequent to
30 June 2015.
7. TREASURY SHARES
At 30 June 2014, 2 960 766 Remgro ordinary shares (0.6%) were held as treasury shares by a wholly owned
subsidiary company of Remgro. As previously reported, these shares were acquired for the purpose of hedging
Remgro's share incentive scheme.
During the year under review no Remgro ordinary shares were repurchased, while 791 208 Remgro ordinary shares
were utilised to settle Remgro's obligation towards scheme participants who exercised the rights granted to them.
At 30 June 2015, 2 169 558 Remgro ordinary shares (0.5%) were held as treasury shares.
8. CASH RESOURCES AT THE CENTRE
The Company's cash resources at 30 June 2015 were as follows:
30 June 2015 30 June 2014
R million Local Offshore Total
Per consolidated statement of financial position 3 055 995 4 050 3 657
Investment in money market funds 500 486 986 1 171
Less: Cash of operating subsidiaries (965) (52) (1 017) (1 564)
Cash at the centre 2 590 1 429 4 019 3 264
On 30 June 2015, approximately 25% (R986 million) of the available cash at the centre was invested in money
market funds which are not classified as cash and cash equivalents on the statement of financial position.
DIRECTORATE
On 25 November 2014 the Remgro Board of directors appointed Mr J Malherbe, a current Remgro non-executive director, as
co-deputy chairman with Dr E de la H Hertzog, who is the current deputy chairman.
The Board wishes to congratulate Mr Malherbe on his appointment.
Ms S E N de Bruyn Sebotsa has been appointed as an independent non-executive director of Remgro with effect from
16 March 2015. She has considerable experience in the areas of finance, business and the empowerment of women in South
Africa.
The Board wishes to welcome Ms De Bruyn Sebotsa as a director to the Company.
REPORTS OF THE INDEPENDENT AUDITOR
The Company's directors are responsible for the preparation of a summary of the audited consolidated financial statements.
These summary consolidated financial statements for the year ended 30 June 2015 have been audited by
PricewaterhouseCoopers Inc., who expressed an unmodified opinion thereon. The auditor also expressed an unmodified
opinion on the annual financial statements from which these summary consolidated financial statements were derived.
A copy of the auditor's report on the summary consolidated financial statements and of the auditor's report on the annual
consolidated financial statements are available for inspection at the Company's registered office, together with the financial
statements identified in the respective auditor's reports.
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 nature of the auditor's engagement they
should obtain a copy of the auditor's report together with the accompanying financial information from the issuer's registered
office.
DECLARATION OF CASH DIVIDEND
Declaration of Dividend No. 30
Notice is hereby given that a final gross dividend of 259 cents (2014: 233 cents) per share has been declared out of income
reserves in respect of both the ordinary shares of no par value and the unlisted B ordinary shares of no par value, for the year
ended 30 June 2015.
A dividend withholding tax of 15% or 38.85 cents per share will be applicable, resulting in a net dividend of 220.15 cents per
share, unless the shareholder concerned is exempt from paying dividend withholding tax or is entitled to a reduced rate in
terms of an applicable double-tax agreement.
The total gross dividend per share for the year ended 30 June 2015 therefore amounts to 428 cents, compared to 389 cents
for the year ended 30 June 2014.
The issued share capital at the declaration date is 481 106 370 ordinary shares and 35 506 352 B ordinary shares. The
income tax number of the Company is 9500-124-71-5.
Dates of importance:
Last day to trade in order to participate in the dividend Friday, 6 November 2015
Shares trade ex dividend Monday, 9 November 2015
Record date Friday, 13 November 2015
Payment date Monday, 16 November 2015
Share certificates may not be dematerialised or rematerialised between Monday, 9 November 2015, and Friday,
13 November 2015, both days inclusive.
In terms of the Company's Memorandum of Incorporation, dividends will only be transferred electronically to the bank
accounts of shareholders, while dividend cheques are no longer issued. In the instance where shareholders do not provide the
Transfer Secretaries with their banking details, the dividend will not be forfeited but will be marked as "unclaimed" in the
share register until the shareholder provides the Transfer Secretaries with the relevant banking details for payout.
The Integrated Annual Report will be posted to members and will be available on Remgro's website at www.remgro.com
during October 2015.
Signed on behalf of the Board of Directors.
Johann Rupert Jannie Durand
Chairman Chief Executive Officer
Stellenbosch
17 September 2015
Non-executive directors
Johann Rupert (Chairman), E de la H Hertzog (Deputy Chairman),
J Malherbe (Deputy Chairman), S E N de Bruyn Sebotsa*, G T Ferreira*,
P K Harris*, N P Mageza*, P J Moleketi*, M Morobe*,
F Robertson*, H Wessels*
(*Independent)
Executive directors
J J Durand (Chief Executive Officer),
W E Bührmann, L Crouse
CORPORATE INFORMATION
Secretary
M Lubbe
Listing
JSE Limited
Sector: Industrials – Diversified Industrials
Business address and registered office
Millennia Park, 16 Stellentia Avenue, Stellenbosch 7600
(PO Box 456, Stellenbosch 7599)
Transfer Secretaries
Computershare Investor Services Proprietary Limited, 70 Marshall Street,
Johannesburg 2001
(PO Box 61051, Marshalltown 2107)
Auditors
PricewaterhouseCoopers Inc.
Stellenbosch
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Website
www.remgro.com
ANNEXURE A
COMPOSITION OF HEADLINE EARNINGS
30 June
R million 2015 2014
Food, liquor and home care
Unilever South Africa 331 347
Distell(1) 445 495
RCL Foods(2) 755 (239)
TSB(2) - 192
Banking
RMBH 2 005 1 793
FirstRand 840 749
Healthcare
Mediclinic 1 734 1 489
Insurance
RMI Holdings 986 871
Industrial
Air Products South Africa 222 217
KTH (108) 71
Total South Africa 133 233
PGSI 30 72
Wispeco 104 107
Infrastructure
Grindrod 135 108
CIV group 51 58
SEACOM 24 (6)
Other infrastructure interests 182 6
Media and sport
Sabido 69 131
Other media and sport interests (85) (67)
Other investments 84 59
Central treasury 111 83
Other net corporate costs (52) (134)
Headline earnings 7 996 6 635
Weighted number of shares (million) 514.2 513.4
Headline earnings per share (cents) 1 555.0 1 292.4
(1) Includes the investment in Capevin Holdings Limited.
(2) Remgro disposed of its 100% interest in TSB to RCL Foods during January 2014. Since 1 January 2014 TSB's results were
accounted for by RCL Foods.
ANNEXURE B
COMPOSITION OF INTRINSIC NET ASSET VALUE
30 June 2015 30 June 2014
R million Book value Intrinsic value Book value Intrinsic value
Food, liquor and home care
Unilever South Africa 3 384 8 688 3 086 9 037
Distell(1) 3 157 11 098 2 864 9 336
RCL Foods 7 346 11 514 6 862 10 547
Banking
RMBH 12 267 26 409 11 225 20 743
FirstRand 4 300 11 720 3 969 8 957
Healthcare
Mediclinic 13 227 36 727 10 597 29 316
Insurance
RMI Holdings 6 717 19 096 6 224 14 739
Industrial
Air Products South Africa 882 4 164 839 3 610
KTH 1 876 2 696 2 061 2 481
Total South Africa 1 428 1 785 1 329 1 596
PGSI 672 672 760 760
Wispeco 603 920 540 778
Infrastructure
Grindrod 4 016 2 329 3 667 4 513
CIV group 1 795 2 797 1 657 2 282
SEACOM 566 1 001 569 991
Other infrastructure interests 480 480 829 829
Media and sport
Sabido 1 126 2 094 974 2 528
Other media and sport interests 374 382 534 533
Other investments 3 047 3 266 2 699 2 767
Central treasury – cash at the centre(2) 4 019 4 019 3 264 3 264
Other net corporate assets 1 832 2 224 1 486 1 860
Net asset value (NAV) 73 114 154 081 66 035 131 467
Potential CGT liability(3) (5 466) (5 130)
NAV after tax 73 114 148 615 66 035 126 337
Issued shares after deduction of shares
repurchased (million) 514.4 514.4 513.7 513.7
NAV after tax per share (Rand) 142.12 288.89 128.56 245.96
(1) Includes the investment in Capevin Holdings Limited.
(2) Cash at the centre excludes cash held by subsidiaries that are separately valued above (mainly RCL Foods and Wispeco).
(3) The potential capital gains tax (CGT) liability is calculated on the specific identification method using the most favourable calculation for
investments acquired before 1 October 2001 and also taking into account the corporate relief provisions. Deferred CGT on investments "available-
for-sale" is included in "other net corporate assets" above.
(4) For purposes of determining the intrinsic value, the unlisted investments are shown at directors' valuation and the listed investments are shown at
stock exchange prices.
(5) Intrinsic net asset values have not been audited.
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