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RAND MERCHANT INVESTMENT HOLDINGS LIMITED - Summarised unaudited results announcement and cash dividend declaration for the six months ended 31 December 2015

Release Date: 07/03/2016 08:00
Code(s): RMI     PDF:  
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Summarised unaudited results announcement and cash dividend declaration for the six months ended 31 December 2015

RAND MERCHANT INVESTMENT HOLDINGS LIMITED
(RMI)
Registration number: 2010/005770/06
JSE ordinary share code: RMI
ISIN code: ZAE000210688

Summarised unaudited interim results announcement and cash dividend declaration for the six months ended 31 December 2015

Key highlights

Normalised earnings +4% to 109.2 cents
Ordinary dividend +2% to 53.0 cents

Overview of results

Introduction

Rand Merchant Investment Holdings Limited (RMI) (formerly Rand Merchant Insurance Holdings Limited) is an investment holding company with
an investment team of experienced, alternative thinking, financial services specialists who actively partner smart and industry-changing people
by being a shareholder of influence.

RMI's investments include Discovery Limited (Discovery), MMI Holdings Limited (MMI), OUTsurance Holdings Limited (OUTsurance), RMB-SI
Investments Proprietary Limited (RMB Structured Insurance), RMI Investment Managers Group Proprietary Limited (RMI Investment Managers)
and Merchant Capital Advisory Services Proprietary Limited (Merchant Capital).

Economic environment

The economic environment for the six months under review remained challenging and was characterised by:

- a 2% decrease in the local equity market;
- lower commodity prices due to slower growth in China;
- the first US interest rate hike in almost a decade, coupled with further easing measures in Europe and Japan. This resulted in a strong US dollar
  and negative consequences for currencies of commodity exporters with large current account deficits like South Africa;
- the export benefit of a weaker Rand which was curbed by strained global trade activity and rising input costs;
- pressure on disposable income due to increased interest rates, rising inflation and moderating levels of income growth;
- the negative impact of the drought in South Africa on GDP growth; and
- reduced government spending to protect the country's sovereign credit rating from the elevated risk of a downgrade.

Real growth in South Africa is likely to continue underperforming in the foreseeable future. The economy also remains vulnerable to a more
aggressive rate hike approach from the central bank if capital inflows slow down further or reverse.

Summary of results

As indicated to the market during the group's year-end results in September 2015, the 2016 financial year was expected to be challenging. In
this difficult economic and business environment, as well as the impact of continued investment in strategic growth initiatives across the RMI
portfolio, the group delivered a 4% increase in normalised earnings for the six months ended 31 December 2015.

Discovery's strong growth in new business (up 27% to R8.4 billion) translated into 7% growth in normalised earnings due to a substantial
investment in new initiatives. These included banking, Ping An Health, Discovery Partner Markets (international markets) and the incorporation of
the Bankmed medical scheme. The costs associated with moving VitalityHealth in the UK onto its own platform were also higher than expected.

MMI recorded a 9% decrease in normalised earnings, mainly as a result of lower underwriting profits across the group and continued
investments into strategic initiatives in line with the growth strategy. New business annualised premium income increased by 11% to R3.5 billion.
The group remains well capitalised.

Normalised earnings from OUTsurance increased by a better than expected 25%. This strong result was driven by a significant improvement in
Youi Australia's profitability, coupled with a consistent improvement in the results of the Southern African operations. Both businesses benefited
from benign weather conditions and a further reduction in the cost to income ratio.

RMB Structured Insurance's normalised earnings decreased by 11%, mainly due to the increased capacity created in the credit insurance
division.

RMI Investment Managers made further progress in the build out of its affiliate asset management business, the creation of an asset
management operational platform to house its fixed income team, the recruitment of a distribution team and the appointment of a chief
executive for its broad-based black economic empowerment joint venture with Royal Bafokeng Holdings (RBH).The operational performance of
this business remains on track and the boutiques the business has invested in since December 2015 have all performed in line with expectations.

Merchant Capital, in which the group purchased a 25.1% shareholding in the period under review, continued its strong growth trajectory and
positive lending experience.

The total normalised earnings of RMI's investee companies for the period under review are listed in the table below:

                                                                       Six months
                                                                          ended
                                                                       31 December                 Year ended
                                                                                                      30 June
                                                                     2015        2014                    2015
R million                                                       Unaudited   Unaudited    % change     Audited

Discovery                                                           2 124       1 981           7       4 027
MMI                                                                 1 679       1 852          (9)      3 836
OUTsurance                                                            923         739          25       1 388
RMB Structured Insurance                                               16          18         (11)         82
Other1                                                                (13)          -       >(100)          -

1 "Other" includes RMI Investment Managers and Merchant Capital.

RMI regards normalised earnings as the appropriate basis to evaluate business performance as it eliminates the impact of non-recurring items
and accounting anomalies. A reconciliation of the adjustments made to derive normalised earnings is presented further down in this announcement.

The consolidated group normalised earnings for the six months ended 31 December 2015 amounted to R1.6 billion, an increase of 4% on the
comparative period. The table below provides a breakdown of this number:

                                                                       Six months
                                                                         ended                     Year ended
                                                                      31 December
                                                                                                      30 June
                                                                     2015        2014                    2015
R million                                                       Unaudited   Unaudited    % change     Audited

Normalised earnings from:
Discovery                                                             533         496           7       1 012
MMI                                                                   420         461          (9)        956
OUTsurance                                                            773         620          25       1 166
RMB Structured Insurance                                               13          15         (13)         64
Other1                                                                (13)          -       >(100)          -
                                                                    1 726       1 592           8       3 198
Funding and holding company costs                                    (103)        (26)      >(100)        (38)

NORMALISED EARNINGS                                                 1 623       1 566           4       3 160

NORMALISED EARNINGS PER SHARE (CENTS)                               109.2       105.4           4       212.7

1 "Other" includes RMI Investment Managers and Merchant Capital.

The funding and holding company costs include the funding and operational expenses carried at the RMI corporate centre. This includes the
investment in AlphaCode. Funding costs increased due to the additional R1.25 billion in cumulative, redeemable preference shares issued to
fund the additional shares taken up in Discovery as part of its rights issue offer in March 2015.

Value of investments

During the 2015 calendar year, RMI's share price decreased by 5%, compared to a 12% decrease in the JSE non-life insurance index and a 4%
increase in the JSE life insurance index. However, RMI has delivered total annual compounded return to shareholders of 31.4% since its listing in
March 2011.

The individual investment performances during the 2015 calendar year are outlined below:

- Discovery's share price increased by 19%. This, together with RMI's additional investment of R1.25 billion in Discovery shares as part of the rights
  issue offer, resulted in a total increase of 31% in the market value of RMI's investment in Discovery;
- MMI's share price decreased by 27%, with a dividend yield of 6.8% (based on an assumed share price of R23). RMI acquired an additional 8.3
  million MMI shares in the 2015 calendar year; and
- on a "look-through" basis, based on share prices as at 31 December 2015, the value attributed to RMI's unlisted investments decreased by 11%
  to R28.6 billion. These unlisted investments include OUTsurance (83.4% held) and RMB Structured Insurance (75.5% held), as well as new
  investments made during the period under review in RMI Investment Managers (100% held) and Merchant Capital (25.1% held).

The values of RMI's investments are summarised in the table below:

                                                                            As at                       As at
                                                                         31 December                  30 June           
                                                                                                 
                                                                      2015       2014                    2015
R million                                                        Unaudited  Unaudited    % change   Unaudited

Market value of interest in:
- Discovery                                                         21 531     16 493          31      20 481
- MMI                                                                8 823     11 782         (25)     11 849

Market value of listed investments                                  30 354     28 275           7      32 330
Implied value of unlisted investments                               28 616     32 305         (11)     31 875

Gross value of portfolio                                            58 970     60 580          (3)     64 205
Net (liabilities)/assets of the holding company                     (1 459)       125       >(100)     (1 108)

RMI MARKET CAPITALISATION                                           57 511     60 705          (5)     63 097

RMI CLOSING SHARE PRICE (CENTS)                                      3 871      4 086          (5)      4 247


The movement in the net liabilities of the holding company was mainly due to the raising of the R1.25 billion additional debt, the acquisition of
additional MMI shares, the capitalisation of RMI Investment Managers and the acquisition of a 25.1% stake in Merchant Capital.

Interim dividend payment

The policy of paying out all dividends received from underlying investments after servicing any funding commitments at holding company level
and considering RMI's debt capacity and investment pipeline, remains in place.

The board is of the opinion that RMI is adequately capitalised and that the company will be able to meet its obligations in the foreseeable
future after payment of the interim dividend declared below.

The board resolved to declare an interim dividend of 53.0 cents (2014: 52.0 cents) per ordinary share. The dividend is covered 2.1 times (2014:
2.0 times) by the normalised earnings of 109.2 cents (105.4 cents) per share.

Shareholders are referred to the dividend declaration forming part of this announcement regarding the applicability of Dividend Withholding
Tax to the ordinary dividend.

Strategy and outlook

Existing portfolio

The South African economy is expected to continue to be impacted by muted GDP growth and disposable income, a rising inflation and
interest rate cycle and fluctuating capital markets. The increasingly complex regulatory environment and further pressure on the South African
consumer are expected to impact on local growth in new business volumes and profit at RMI's existing investments.

Similar to the South African market, the international markets in which RMI's portfolio companies operate will also face growth and stability
issues. However, given the low base of market shares in these global markets, growth will be more dependent on product traction than the
general economic conditions.

Against this demanding backdrop, RMI believes that its investee companies have appropriate strategies in place to produce resilient
operational performances.

Discovery's core operating performance and product and market diversification, in addition to the substantial investment in new initiatives,
position it positively for long-term growth.

As part of the implementation of its renewed client-centric model, MMI has identified a number of areas where further efficiencies can be
extracted, while focusing on restoring positive, quality topline growth. MMI is targeting a further reduction in annual expenses of R750 million by
the 2019 financial year.

In terms of a private funding transaction, a small group of senior MMI executives in their individual capacities, acquired MMI shares and
European Call Options on MMI shares. This funding mechanism involves RMI providing five-year funding to enable these executives to acquire a
significant direct shareholding in and exposure to MMI shares. This strengthens the alignment of the interests of management and shareholders
and confirms the long-term commitment of the executives to the implementation of the MMI strategy. RMI has previously provided similar
financing structures to the management teams of its portfolio companies and will continue to follow this strategy as and when warranted.

OUTsurance estimates that the weaker Rand is expected to drive premium inflation in response to higher vehicle repair and property
replacement costs. These factors are expected to negatively impact growth in the core South African personal lines business. The Australasian
operation is expected to continue to deliver strong growth whilst constantly enhancing the client proposition and service. The operating
environment of Youi Australia is expected to be largely unchanged during the second half of the financial year. As Youi continues to find scale,
further efficiency and margin expansion should be realised.

RMB Structured Insurance continues to focus on a diversified business strategy. As management has communicated to the market before, the
complex regulatory environment requires a business of scale to absorb the investment in related resources.

RMI Investment Managers successfully concluded the acquisition of minority equity stakes in four affiliates during the six months under review.
These affiliates are Coreshares, a smart beta and passive ETF and index fund manager; Northstar, an active equity and multi-asset manager;
Perpetua, a value equity and multi-asset manager; and Tantalum, a multi-strategy hedge fund and absolute return focused active asset
manager. RMI Specialist Managers received FSB approval and the fixed income team intends to start managing funds in April 2016.

RMI Investment Managers also acquired a 30% equity stake in Sentio Capital in February 2016. Sentio Capital is an asset manager with R8 billion
of assets under management, a strong investment track record in active equities and absolute return funds, complementing the product range
of our existing affiliates. This brings the total number of affiliates to six, including RMI Specialist Managers. Collectively, RMI Investment Managers'
affiliates manage in excess of R25 billion.

To support the group's affiliates in their asset raising capabilities, RMI Investment Managers appointed Alida de Swardt, RMB's head of financial
institutions in their Global Markets division, as head of distribution and marketing, and a retail distribution team headed by Kevin Hinton from
MMI, where he was head of specialist investment distribution. This distribution team is actively seeking growth opportunities for affiliates. Andre
Rousseau from Deloitte Consulting was appointed as chief operating officer to build an asset management operating platform, RMI Specialist
Managers, and to support the operational capabilities of the affiliate managers.

RMI Investment Managers also reached agreement with RBH, RMI's broad-based black economic empowerment shareholder, to establish a
company that will invest in black asset management businesses and recruit black investment professionals. This business will aim to play a
significant role in the transformation of the South African asset management sector. RBH and management of the new entity will be the
majority shareholders, with RMI Investment Managers the minority shareholder. RMI Investment Managers and RBH are pleased to announce
the appointment of Kabelo Rikhotso as the chief executive of this business effective from March 2016. Kabelo comes from Investment Solutions
where he was head of portfolio management.

While Merchant Capital is expected to continue to grow rapidly, the focus remains on strengthening its foundations through continued
refinement of its credit underwriting skills, implementing relevant IT solutions and broadening its distribution. As the market opportunity within the
SME sector remains large and attractive, Merchant Capital will continue to explore opportunities to further enhance its value proposition to
customers and build on its reputation as a market leader in the SME financial services sector.

New investments

As previously outlined to the market, in addition to its active involvement in the existing portfolio, RMI plans to expand its investment portfolio
through opportunities across a wide spectrum of scale and life cycles of financial services businesses.

Traditional financial services

RMI is evaluating the potential of adding a significant "traditional" financial services business to the existing portfolio. The investment team has
evaluated a number of local and international opportunities. However, no imminent activity is expected.

Next-generation financial services

RMI recognises that the core business of its underlying portfolio companies is now, more than ever, being influenced by new, disruptive ventures
given the rise of shaping forces such as technology, social media and the millennial generation. As a result, RMI is actively seeking to fund and
scale new and disruptive business models.

To facilitate this, RMI launched its next-generation business platform, AlphaCode, in September 2015 to assist in identifying and enabling
investments that aim to change the landscape of the financial services industry. AlphaCode is a development hub, supported by a physical
workspace and virtual platform, which seeks to create a next-generation financial services ecosystem by bringing together entrepreneurs,
intrapreneurs, industry experts and thought leaders to connect, share knowledge and shape the industry.

AlphaCode currently has 45 businesses as members. These businesses operate across the financial services spectrum, with many exploiting
leading-edge technology to transform the delivery of financial services.

AlphaCode has facilitated numerous opportunities to support these businesses and assist them along their maturity curves to allow for potential
future investment. This has already resulted in a strong pipeline of potential investment opportunities in the next-generation financial services
arena.

For and on behalf of the board.

GT Ferreira                          HL Bosman
Chairman                             Chief executive

Sandton
7 March 2016



Cash dividend declaration

Interim cash dividend

Notice is hereby given that a gross interim dividend of 53.0 cents per ordinary share payable out of income reserves was declared on 7 March
2016 in respect of the six months ended 31 December 2015.

The dividend will be subject to Dividend Withholding Tax at a rate of 15%, which will result in a net dividend of 45.05 cents per ordinary share for
those shareholders who are not exempt.

The company's tax reference number is 9469/826/16/9. Its issued share capital at the declaration date is 1 485 688 346 ordinary shares, 648 001
cumulative, redeemable par value preference shares and 1 250 000 cumulative, redeemable no par value preference shares.

Shareholders' attention is drawn to the following important dates:

- Last day to trade in order to participate in the dividend                     Wednesday, 23 March 2016
- Shares commence trading "ex dividend" on                                       Thursday, 24 March 2016
- The record date for the dividend payment will be                                  Friday, 1 April 2016
- Dividend payment date                                                             Monday, 4 April 2016

No de-materialisation or re-materialisation of share certificates may be done between Thursday, 24 March 2016 and Friday, 1 April 2016 (both
days inclusive).

By order of the board.

JS Human
Company secretary

Sandton
7 March 2016

Review of investment performance

Discovery

Discovery services the healthcare funding and insurance markets in South Africa, the United Kingdom, China, Singapore, Australia and the
United States. It is a pre-eminent developer of integrated financial services products and operates under the Discovery Health, Discovery Life,
Discovery Insure, Discovery Invest, Discovery Vitality, VitalityHealth, VitalityLife and Ping An Health brand names.

In November 2014, Discovery acquired the remaining 25% shareholdings in Prudential Health Holdings and The Vitality Group LLC. Both of these
acquisitions were concluded based on put options granted to the sellers. Since 2011, Discovery carried the present value of the estimated
purchase price as a financial liability. The difference between the carrying value of this financial liability and the purchase price paid by
Discovery resulted in a fair value profit of R1 661 million included in its earnings and headline earnings attributable to ordinary shareholders for
the six months ended 31 December 2014, but it was excluded from normalised headline earnings. This resulted in Discovery's earnings and
headline earnings attributable to ordinary shareholders decreasing by 49% for the six months under review.

Discovery's financial highlights include:
- New business grew by 27% to R8.4 billion;
- Normalised headline earnings increased by 7% to R2.1 billion;
- Gross inflows under management increased by 20% to R21.9 billion;
- Embedded value grew by 24% to R56.5 billion; and
- The dividend for the six months ended 31 December 2015 remained unchanged at 85.5 cents per share.

RMI included R533 million of Discovery's earnings in its normalised earnings (2014: R496 million).

For an in-depth review of Discovery's performance, RMI's shareholders are referred to www.discovery.co.za.

MMI Holdings

MMI is a South African financial services group that provides life insurance, employee benefits, investment and savings, healthcare solutions and
short-term insurance to individual clients, small and medium businesses, large companies, organisations and public enterprises in South Africa,
the rest of Africa and selected international countries. It covers the lower, middle and upper income markets, principally under the Momentum
and Metropolitan brand names.

MMI's financial performance for the six months under review is summarised below:
- New business premiums increased by 14% to R27.3 billion;
- The value of new business decreased by 14% to R361 million, with the new business margin reducing to 1.3%. It should be noted that the value
  of new business would have increased by 4% had the discount rate remained unchanged;
- The embedded value was maintained at R40 billion, reflecting an annualised return on embedded value of 7%;
- Earnings and headline earnings attributable to ordinary shareholders increased by 14% and 5% respectively;
- Diluted core headline earnings decreased by 9% to R1.7 billion, mainly as a result of lower underwriting profit across the group;
- Overall earnings growth was restricted by investments into new initiatives that are being pursued in line with the group's strategy of growth,
  client-centricity and excellence; and
- The dividend for the six months increased by 3% to 65 cents per share.

MMI reported a strong capital buffer of R4 billion as at 31 December 2015, which allows for capital requirements, strategic growth initiatives and
the interim dividend. MMI is satisfied that its capital level is appropriate taking into account the many growth initiatives, the change to a new
capital regime (Solvency Assessment and Management (SAM)) and the difficult economic outlook.

RMI included R420 million of MMI's earnings in its normalised earnings (2014: R461 million).

For an in-depth review of MMI's performance, RMI's shareholders are referred to www.mmiholdings.co.za.

OUTsurance

OUTsurance provides short and long-term insurance products in South Africa, and short-term insurance products in Australia, New Zealand and
Namibia, with a client-centric ethos of providing value for money insurance solutions backed by awesome client service.

Youi New Zealand was launched in August 2014 as an extension of Youi's Australian operation. It provides personal lines insurance cover directly
to the New Zealand public.

The OUTsurance group delivered a pleasing operational and financial performance for the six months under review:
- Group normalised earnings increased by 25% to R923 million, driven mainly by a significant improvement in Youi's profitability, coupled with a
  consistent improvement in the South African results;
- Gross premium revenue grew by 18% to R7.2 billion, of which the Australasian operations contributed 49%;
- The OUTsurance group recorded growth in annualised new business volumes of 9% to R2.1 billion;
- The claims ratio decreased from 54.4% to 52.9% as a result of the improved performance of Youi Australia;
- The cost to income ratio decreased from 28.1% to 26.9% in line with efficiency gains across most operations, most notably Youi Australia; and
- The total dividend for the six months increased by 14% to 16.5 cents per share.

OUTsurance's South African short-term insurance operations recorded a claims ratio of 51.5%, which is in line with the comparative period. The
claims ratio benefited from the relatively lower weather-related claims frequencies as a result of the local drought conditions and continues to
track below the long-term target. The cost to income ratio improved from 19.4% to 18.4% as a result of reduced marketing expenditure and a
growth rate in operational expenditure which was below premium growth.

OUTsurance Life generated normalised earnings of R24 million for the six months under review, compared to R11 million in the comparative
period. Premium income increased by 27%. The embedded value increased by 22% since 30 June 2015 to R668 million.

Youi Australia generated normalised earnings of R201 million for the six months under review, compared to R66 million in the comparative
period. Youi's profitability benefited from reduced weather-related claims and a reduction in the cost to income ratio. Gross written premiums
increased by 26% to R3.4 billion

The performance of Youi New Zealand to date is satisfactory and in line with expectations. The loss for the six months to 31 December 2015
amounted to R70 million, with gross written premiums of R140 million.

Based on the current calibration and interpretation of the standard formula, the introduction of the new SAM regulatory regime with effect
from 1 January 2017 is expected to improve the capital adequacy ratios of OUTsurance and OUTsurance Life.

RMI included R773 million of OUTsurance's earnings in its normalised earnings (2014: R620million).

For an in-depth review of OUTsurance's performance, RMI's shareholders are referred to www.outsurance.co.za.

RMB Structured Insurance

RMB Structured Insurance holds both short-term and life insurance licenses. It creates bespoke insurance and financial risk solutions for South
Africa's large corporations by using sophisticated risk techniques and innovative financial structures. In addition, it partly owns a portfolio of
underwriting management agencies.

Normalised earnings for the six months to 31 December 2015 amounted to R16 million (2014: R18 million). RMI included R13 million of RMB -
Structured Insurance's earnings in its normalised earnings (2014: R15 million).

Summarised results

Basis of preparation of results

These summarised unaudited financial results for the six months ended 31 December 2015 have been prepared in accordance with:

- International Financial Reporting Standards (IFRS), including IAS 34: Interim financial reporting;
- the requirements of the Companies Act, 71 of 2008, as amended;
- the SAICA Financial Reporting Guide as issued by the Accounting Practices Committee; and
- the Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council.

The accounting policies applied are consistent with those applied in the previous financial period, except for changes required by the
mandatory adoption of new and revised IFRS. None of the new accounting standards becoming effective in the current financial period had a
significant impact on the group's results.

Schalk Human (MCom(Acc), CA(SA)) prepared these consolidated financial results under the supervision of Herman Bosman (LLM, CFA). The
board of directors takes full responsibility for the preparation of this announcement and for correctly extracting the financial information for
inclusion in the announcement.

The entire announcement is not audited. The forward-looking information in this announcement is not an earnings forecast and has not been
reviewed and reported on by the company's external auditor.

Effective interest

RMI's effective interest in the group entities is different from the actual holdings as a result of the following consolidation adjustments:

- treasury shares held by group entities;
- shares held by consolidated share incentive trusts;
- "deemed" treasury shares arising from BEE transactions entered into; and
- "deemed" treasury shares held by policyholders and mutual funds managed by them.

As at 31 December 2015, the effective interest held by RMI can be compared to the actual interest in the statutory issued share capital of the
companies as follows:
                                                                                           31 December                31 December
                                                                                               2015                      2014

Unaudited                                                                           Effective       Actual    Effective       Actual

Discovery                                                                               25.1%        25.0%        25.8%        25.0%
MMI                                                                                     25.8%        25.5%        25.2%        25.0%
OUTsurance                                                                              84.2%        83.4%        84.2%        83.4%
RMB Structured Insurance                                                                78.1%        75.5%        78.3%        76.4%
RMI Investment Managers                                                                100.0%       100.0%            -            -
Merchant Capital                                                                        25.1%        25.1%            -            -


Summarised consolidated income statement

                                                                                             Six months
                                                                                               ended
                                                                                            31 December                      Year ended
                                                                                                                                30 June
                                                                                          2015          2014                       2015
R million                                                                            Unaudited     Unaudited    % change        Audited

Earned premiums net of reinsurance                                                       6 892         5 721          20         11 738
Fee and commission income                                                                  171           121          41            312
Investment income                                                                          320           272          18            563
Net fair value gains on financial assets                                                    27            43         (37)           128

Income                                                                                   7 410         6 157          20         12 741
Net claims paid                                                                         (3 468)       (2 899)         20         (6 109)
Fair value adjustment to investment contracts and insurance contract
provisions                                                                                (278)         (201)         38           (438)
Fair value adjustment to financial liabilities                                            (100)          (89)         12           (201)
Acquisition, marketing and administration expenses                                      (2 202)       (1 857)         19         (3 840)

Profit before finance costs, share of after tax results of associates and taxation       1 362         1 111          23          2 153
Net finance costs                                                                         (102)          (39)       >100           (162)
Share of after tax results of associates                                                   887         1 213         (27)         2 146

Profit before taxation                                                                   2 147         2 285          (6)         4 137
Taxation                                                                                  (439)         (346)         27           (624)

PROFIT FOR THE PERIOD                                                                    1 708         1 939         (12)         3 513

Attributable to:
Equity holders of RMI                                                                    1 550         1 819         (15)         3 292
Non-controlling interests                                                                  158           120          32            221

PROFIT FOR THE PERIOD                                                                    1 708         1 939         (12)         3 513



Computation of headline earnings

                                                                                              Six months
                                                                                                ended
                                                                                             31 December                     Year ended
                                                                                                                                30 June
                                                                                          2015          2014                       2015
R million                                                                            Unaudited     Unaudited    % change        Audited

Earnings attributable to equity holders                                                  1 550         1 819         (15)         3 292
Adjustment for:
  Profit on sale of subsidiary                                                             (29)            -                          -
  (Profit)/loss on dilution of shareholding                                                (17)            3                        (22)
  Realised (profit)/loss on sale of available-for-sale financial assets                     (1)            2                        (40)
  Profit on sale of property and equipment                                                  (1)            -                          -
  Profit on sale of associate                                                                -           (11)                       (11)
  Intangible asset impairments                                                               -             1                          4
  Impairment of available-for-sale financial assets                                          -             -                         35

HEADLINE EARNINGS ATTRIBUTABLE TO EQUITY HOLDERS                                         1 502         1 814         (17)         3 258



Computation of normalised earnings

                                                                                             Six months
                                                                                               ended
                                                                                             31 December                     Year ended
                                                                                                                                30 June
                                                                                          2015          2014                       2015
R million                                                                            Unaudited     Unaudited    % change        Audited

Headline earnings attributable to equity holders                                         1 502         1 814         (17)         3 258
RMI's share of normalised adjustments made by associates:                                  146          (255)                       (87)
  
  Amortisation of intangible assets relating to business combinations                      116           103                        218
  Net realised and fair value (gains)/losses on shareholders' assets                       (67)           18                          2
  Rebranding and business acquisition expenses                                              50             -                        105
  Basis and other changes and investment variances                                          17             6                         37
  Non-recurring items                                                                       15            29                         35
  Additional 54.99% share of DiscoveryCard profits                                          15             -                          -
  Fair value adjustment to puttable non-controlling interest financial liability             -          (416)                      (415)
  Finance costs raised on puttable non-controlling interest financial liability              -            16                         16
  Non-controlling interest allocation if no put options                                      -           (11)                       (11)
  Deferred tax raised on assessed losses                                                     -             -                        (74)

Group treasury shares                                                                      (25)            7                        (11)

NORMALISED EARNINGS ATTRIBUTABLE TO EQUITY HOLDERS                                       1 623         1 566           4          3 160


Computation of earnings per share

                                                                                     Six months
                                                                                       ended
                                                                                    31 December                     Year ended
                                                                                                                       30 June
                                                                                 2015          2014                       2015
R million                                                                   Unaudited     Unaudited    % change        Audited

Earnings attributable to equity holders                                         1 550         1 819         (15)         3 292

Headline earnings attributable to equity holders                                1 502         1 814         (17)         3 258

Normalised earnings attributable to equity holders                              1 623         1 566           4          3 160

Number of shares in issue (millions)                                            1 486         1 486           -          1 486
Weighted average number of shares in issue (millions)                           1 482         1 482           -          1 483

Earnings per share (cents)                                                      104.6         122.7         (15)         222.0
Diluted earnings per share (cents)                                              104.1         121.5         (14)         220.0
Headline earnings per share (cents)                                             101.4         122.4         (17)         219.8
Diluted headline earnings per share (cents)                                     101.0         121.2         (17)         217.8
Normalised earnings per share (cents)                                           109.2         105.4           4          212.7
Diluted normalised earnings per share (cents)                                   108.9         104.8           4          211.1

Dividend per share (cents)

Interim dividend                                                                 53.0          52.0           2           52.0
Final dividend                                                                      -             -           -           64.0

TOTAL DIVIDEND                                                                   53.0          52.0           2          116.0



Summarised consolidated statement of comprehensive income

                                                                                    Six months
                                                                                      ended
                                                                                    31 December                     Year ended
                                                                                                                       30 June
                                                                                 2015         2014                        2015
R million                                                                   Unaudited    Unaudited     % change        Audited

Profit for the period                                                           1 708        1 939          (12)         3 513
Other comprehensive income for the period
Items that may subsequently be reclassified to income
  
  Currency translation differences                                                428          (97)        >100           (142)
  Fair value movement on available-for-sale financial assets                      (27)         (54)         (50)            17
  Deferred taxation relating to fair value movement on available-for-sale
  financial assets                                                                  5           10          (50)            (3)

Share of other comprehensive income of associates                                 592           53         >100            152
  
  Items that may subsequently be reclassified to income, after taxation           583           39         >100            136
  Items that will not be reclassified to income, after taxation                     9           14          (36)            16

OTHER COMPREHENSIVE INCOME FOR THE PERIOD                                         998          (88)        >100             24

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD                                       2 706        1 851           46          3 537

Total comprehensive income attributable to:
Equity holders of RMI                                                           2 483        1 753           42          3 336
Non-controlling interests                                                         223           98         >100            201

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD                                       2 706        1 851           46          3 537


Summarised consolidated statement of financial position

                                                                          As at 31 December        As at
                                                                                                 30 June
                                                                          2015          2014        2015
R million                                                            Unaudited     Unaudited     Audited

ASSETS
Property and equipment                                                     726           524         546
Goodwill and other intangible assets                                        42            81          68
Investments in associates                                               15 287        12 155      14 063
Financial assets                                                         8 101         7 211       8 288
Loans and receivables including insurance receivables                    3 051         2 746       2 318
Deferred acquisition cost                                                  422           381         362
Reinsurance contracts                                                      614           542         832
Taxation                                                                     5             3           3
Deferred taxation                                                          135           177         216
Cash and cash equivalents                                                6 962         5 112       5 633

TOTAL ASSETS                                                            35 345        28 932      32 329

EQUITY
Share capital and premium                                               13 539        13 538      13 526
Reserves                                                                 5 108         2 776       3 579

Capital and reserves attributable to equity holders of the company      18 647        16 314      17 105
Non-controlling interests                                                1 119           942         978

TOTAL EQUITY                                                            19 766        17 256      18 083

LIABILITIES
Insurance contracts                                                      8 436         6 469       7 469
Share-based payment liability                                              170           131         182
Financial liabilities                                                    5 250         3 719       5 140
Payables and provisions                                                  1 597         1 114       1 329
Deferred taxation                                                           71           203          80
Taxation                                                                    55            40          46

TOTAL LIABILITIES                                                       15 579        11 676      14 246

TOTAL EQUITY AND LIABILITIES                                            35 345        28 932      32 329


Statement of changes in equity

                                                                         Share                 Transactions
Unaudited                                                              capital        Equity      with non-                               Non-
                                                                           and     accounted    controlling       Other   Retained controlling    Total
R million                                                              premium      reserves      interests    reserves   earnings   interests   equity

Balance as at 1 July 2014                                               13 592         2 094         (2 076)        343      1 525         899   16 377
Total comprehensive income for the period                                    -            53              -        (119)     1 819          98    1 851
Dividends paid                                                               -             -              -           -       (921)        (96)  (1 017)
Income of associates retained                                                -           560              -           -       (560)          -        -
Puttable non-controlling interests                                           -            (5)             -           -          -           -       (5)
Movement in treasury shares                                                (54)            6              -           -          -           -      (48)
Transactions with non-controlling interests                                  -             -             65         (55)        45          41       96
Share-based payment reserve                                                  -             -              -           2          -           -        2

BALANCE AS AT 31 DECEMBER 2014                                          13 538         2 708         (2 011)        171      1 908         942   17 256

Balance as at 1 July 2015                                               13 526         3 368         (2 017)        182      2 046         978   18 083
Total comprehensive income for the period                                    -           592              -         341      1 550         223    2 706
Dividends paid                                                               -             -              -           -       (951)        (99)  (1 050)
Income of associates retained                                                -           367              -           -       (367)          -        -
Movement in treasury shares                                                 13             5              -           -          -           -       18
Transactions with non-controlling interests                                  -           (19)             7           -          -           4       (8)
Issue of share capital to non-controlling interests by subsidiaries          -             -              -           -          -          12       12
Share-based payment reserve                                                  -             -              -           6         (2)          1        5

BALANCE AS AT 31 DECEMBER 2015                                          13 539         4 313         (2 010)        529      2 276       1 119   19 766



Summarised consolidated statement of cash flows

                                                                              Six months
                                                                                ended
                                                                             31 December         Year ended
                                                                                                    30 June
                                                                          2015          2014           2015
R million                                                            Unaudited     Unaudited        Audited

Cash available from operating activities                                 2 174         1 399          4 505
Dividends paid                                                            (951)         (921)        (1 694)
Investment activities                                                     (285)          (13)        (2 703)
Financing activities                                                      (196)           63            981

Net increase in cash and cash equivalents                                  742           528          1 089
Unrealised foreign currency translation adjustments                        587          (141)          (181)
Cash and cash equivalents at the beginning of the period                 5 633         4 725          4 725

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD                       6 962         5 112          5 633


Segmental report

The segmental analysis is based on the management accounts prepared for the group.
                                                                                                     RMB
Unaudited                                                                                     Structured                 RMI
R million                                                        Discovery      MMI OUTsurance Insurance    Other1     group

Six months ended 31 December 2015
Operating profit/(loss)                                                  -         -     1 352        54       (44)    1 362
Finance costs                                                            -         -         -       (35)      (67)     (102)
Share of after tax results of associates                               476       397         6         8         -       887

Profit/(loss) before taxation                                          476       397     1 358        27      (111)    2 147
Taxation                                                                 -         -      (425)      (11)       (3)     (439)

PROFIT/(LOSS) FOR THE PERIOD                                           476       397       933        16      (114)    1 708

NORMALISED EARNINGS                                                    533       420       923        16      (269)    1 623

Assets                                                                   -         -    13 834     5 576       606    20 016
Associates                                                           8 701     6 423        30        57        76    15 287
Intangible assets                                                        -         -        39         1         2        42

TOTAL ASSETS                                                         8 701     6 423    13 903     5 634       684    35 345

TOTAL LIABILITIES                                                        -         -     8 404     5 136     2 039    15 579

Six months ended 31 December 2014
Operating profit                                                         -         -     1 057        40        14     1 111
Finance costs                                                            -         -         -        (7)      (32)      (39)
Share of after tax results of associates                               901       341         9        (1)      (37)    1 213

Profit/(loss) before taxation                                          901       341     1 066        32       (55)    2 285
Taxation                                                                 -         -      (327)      (14)       (5)     (346)

PROFIT/(LOSS) FOR THE PERIOD                                           901       341       739        18       (60)    1 939

NORMALISED EARNINGS                                                    496       461       739        18      (148)    1 566

Assets                                                                   -         -    10 603     5 234       859    16 696
Associates                                                           6 113     5 961        26        55         -    12 155
Intangible assets                                                        -         -        78         1         2        81

TOTAL ASSETS                                                         6 113     5 961    10 707     5 290       861    28 932

TOTAL LIABILITIES                                                        -         -     6 098     4 837       741    11 676

1 "Other" includes RMI Holdings Limited, RMI Investment Managers, Merchant Capital and consolidation entries.


Geographical segments

Unaudited                                                            South                 New

R million                                                           Africa Australia   Zealand        UK     Total

Six months ended 31 December 2015
Profit/(loss) before taxation                                        1 038       292       (70)        -     1 260
Share of after tax results of associates                               870         -         -        17       887

Profit/(loss) before taxation                                        1 908       292       (70)       17     2 147
Taxation                                                              (348)      (91)        -         -      (439)

PROFIT/(LOSS) FOR THE PERIOD                                         1 560       201       (70)       17     1 708

TOTAL ASSETS                                                        26 540     8 038       767         -    35 345

TOTAL LIABILITIES                                                    9 099     6 119       361         -    15 579

Six months ended 31 December 2014
Profit/(loss) before taxation                                        1 039        94       (61)        -     1 072
Share of after tax results of associates                             1 132         -         -        81     1 213

Profit/(loss) before taxation                                        2 171        94       (61)       81     2 285
Taxation                                                              (318)      (28)        -         -      (346)

PROFIT/(LOSS) FOR THE PERIOD                                         1 853        66       (61)       81     1 939

TOTAL ASSETS                                                        22 998     5 365       569         -    28 932

TOTAL LIABILITIES                                                    7 546     4 062        68         -    11 676


Financial instruments measured at fair value

The group's activities expose it to a variety of financial risks. The interim results announcement does not include all financial risk management
information and disclosures required in the annual financial statements and should be read in conjunction with the group's annual integrated
report for the year ended 30 June 2015.

The table below analyses financial instruments carried at fair value by level in the fair value hierarchy. The different levels are based on the
extent that quoted prices are used in the calculation of the fair value of the financial instruments. These levels are defined as follows:

Level 1 - fair value is based on quoted market prices (unadjusted) in active markets for identical instruments as measured on the reporting date.
Level 2 - fair value is determined from inputs other than quoted prices that are observable for the asset or liability, either directly (for example
prices) or indirectly (for example derived from prices).
Level 3 - fair value is determined from inputs for the asset or liability that are not based on observable market data.

Unaudited                                                                                               Total
                                                                                                     carrying
R million                                                               Level 1   Level 2   Level 3    amount

31 December 2015
Financial assets
Equity securities
- available-for-sale                                                        723         -         -       723
- at fair value through profit or loss                                    2 072        26         -     2 098
Debt securities
- available-for-sale                                                          -       651         -       651
- at fair value through profit or loss                                      943     3 100       369     4 412
Derivative asset                                                              -        24         -        24

TOTAL FINANCIAL ASSETS RECOGNISED AT FAIR VALUE                           3 738     3 801       369     7 908

Financial liabilities
Convertible debentures                                                        -        15         -        15
Financial liabilities at fair value through profit or loss                    -        29       100       129
Derivative liability                                                          -        14         -        14
Investment contracts                                                          -     1 490         -     1 490

TOTAL FINANCIAL LIABILITIES RECOGNISED AT FAIR VALUE                          -     1 548       100     1 648


Unaudited                                                                     Six months
                                                                                ended
                                                                             31 December
R million                                                                  2015      2014

Reconciliation of movement in level 3 assets
Balance at the beginning of the period                                      386       415
Investment income accrued                                                    16        17
Dividends received from the OUTsurance Investment Trust                     (33)      (32)

BALANCE AT THE END OF THE PERIOD                                            369       400

Reconciliation of movement in level 3 liabilities
Balance at the beginning of the period                                      107       105
Preference dividend accrued                                                 100        89
Preference dividend paid                                                   (107)     (105)

BALANCE AT THE END OF THE PERIOD                                            100        89


Unaudited                                                                                               Total
                                                                                                     carrying
R million                                                               Level 1   Level 2   Level 3    amount

31 December 2014
Financial assets
Equity securities
- available-for-sale                                                        684         -         -       684
- at fair value through profit or loss                                    2 069        24         -     2 093
Debt securities
- available-for-sale                                                          -       544         -       544
- at fair value through profit or loss                                      276     3 090       400     3 766
Derivative asset                                                              -        45         -        45

TOTAL FINANCIAL ASSETS RECOGNISED AT FAIR VALUE                           3 029     3 703       400     7 132

Financial liabilities
Convertible debentures                                                        -        15         -        15
Financial liabilities at fair value through profit or loss                    -         -        89        89
Derivative liability                                                          -        34         -        34
Investment contracts                                                        876       504         -     1 380

TOTAL FINANCIAL LIABILITIES RECOGNISED AT FAIR VALUE                        876       553        89     1 518


Administration

Directors

GT Ferreira (Chairman), HL Bosman (CEO & FD), JP Burger, P Cooper, (Ms) SEN De Bruyn Sebotsa, LL Dippenaar, JW Dreyer, JJ Durand, PM Goss, PK
Harris, P Lagerstrom, MM Morobe, O Phetwe and KC Shubane.

Alternates: L Crouse and (Ms) A Kekana

Mr L Crouse resigned as alternate director to Mr JJ Durand effective 31 March 2016 and Mr F Knoetze was appointed as alternate director to
Mr JJ Durand effective 1 April 2016.

Secretary and registered office

JS Human

Physical address:       3rd Floor, 2 Merchant Place, corner of Fredman Drive and Rivonia Road, Sandton, 2196
Postal address:         PO Box 786273, Sandton, 2146
Telephone:              +27 11 282 8166
Telefax:                +27 11 282 4210
Web address:            www.rmih.co.za

Sponsor
(in terms of JSE Limited Listings Requirements)

Rand Merchant Bank
(a division of FirstRand Bank Limited)

Physical address: 1 Merchant Place, corner of Fredman Drive and Rivonia Road, Sandton, 2196

Transfer secretaries

Computershare Investor Services Proprietary Limited

Physical address:       Ground floor, 70 Marshall Street, Johannesburg, 2001
Postal address:         PO Box 61051, Marshalltown, 2107
Telephone:              +27 11 370 5000
Telefax:                +27 11 688 5221

Date: 07/03/2016 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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