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Abridged audited year end results, notice of AGM and dividend declaration
TRUSTCO GROUP HOLDINGS LIMITED
Incorporated in the Republic of Namibia
(Registration number 2003/058)
NSX Share code: TUC
JSE share code: TTO
ISIN Number: NA 000A0RF067
("the Group")
ABRIDGED AUDITED GROUP RESULTS FOR THE YEAR ENDED 31 MARCH 2016, NOTICE OF AGM AND FINAL DIVIDEND
DECLARATION
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 31 MARCH 2016
Notes 31 March 2016 31 March 2015
NAD'000 NAD'000
ASSETS
Cash and cash equivalents 99 835 118 700
Advances 4 1 184 063 806 965
Trade and other receivables 765 949 574 390
Current income tax assets 7 496 12 982
Inventories 5 327 619 323 917
Property, plant and equipment 6 459 335 269 329
Investment property 7 816 180 708 835
Intangible assets 8 209 849 197 623
Deferred income tax assets 143 675 146 359
Total assets 4 014 001 3 159 100
EQUITY AND LIABILITIES
Liabilities Bank overdraft 17 249 15 020
Borrowings 1 104 695 1 045 641
Trade and other payables 215 806 78 891
Current income tax liabilities 10 257 7 945
Other liabilities 72 406 93 277
Deferred income tax liabilities 329 159 304 441
Insurance provisions 75 365 63 719
Total liabilities 1 824 937 1 608 934
Capital and reserves
Share capital 177 595 177 595
Share premium 46 300 46 300
Deemed treasury shares - (57 043)
Other reserves 87 282 63 373
Retained earnings 1 877 887 1 319 941
Total capital and reserves 2 189 064 1 550 166
Total equity and liabilities 4 014 001 3 159 100
SUMMARISED CONSOLIDATED INCOME STATEMENT
For the year ended For the year ended
31 Mar 2016 31 Mar 2015
NAD'000 NAD'000
Revenue 1 150 286 1 017 073
Investment income 153 167 136 127
Income from operations 1 303 453 1 153 200
Insurance benefits and claims (45 895) (42 616)
Operating expenses (673 405) (608 693)
Finance costs (134 279) (105 496)
Profit before taxation 449 874 396 395
Taxation (30 076) (93 157)
Profit for the year 419 798 303 238
Other comprehensive income, net of tax 24 115 18 540
Items that will not be reclassified to
profit or loss
Revaluation of PPE 25 814 22 401
Items that will be reclassified to profit
or loss
Exchange difference on translation of (1 699) (3 861)
foreign operations
Total comprehensive income 443 913 321 778
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2016
Deemed
Share Share treasury Other Distributable
capital premium shares reserves reserves Total
NAD'0000 NAD'000 NAD'000 NAD'000 NAD'000 NAD'000
Balance at 1 April 2014 177 595 46 300 (69 026) 46 525 1 022 961 1 224 355
Transfer between reserves - - - (1692) 1692 -
Deemed treasury shares purchased - - (1 861) - - (1 861)
Deemed treasury shares sold - - 13 844 - 32 867 46 711
Total comprehensive income for the period - - - 18 540 303 238 321 778
Dividends for the period - - - - (40 817) (40 817)
Balance at 31 March 2015 177 595 46 300 (57 043) 63 373 1 319 941 1 550 166
Balance at 1 April 2015 177 595 46 300 (57 043) 63 373 1 319 941 1 550 166
Transfer between reserves - - - (206) 206 -
Deemed treasury shares sold - - 57 043 - 187 342 244 385
Total comprehensive income for the period - - - 24 115 419 798 443 913
Dividends for the period - - - - (49 400) (49 400)
Balance at 31 March 2016 177 595 46 300 - 87 282 1 877 887 2 189 064
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended For the year ended
31 Mar 2016 31 Mar 2015
NAD'000 NAD'000
Cash flow from operating activities
Cash generated by operations 446 182 177 555
Finance costs (134 279) (105 496)
Net loans advanced (375 622) (98 215)
Proceeds from funding liabilities for student 76 252 220 000
advances
Taxation paid (7 810) (25 014)
Net cash flow from operating activities 4 723 168 830
Cash flow from investing activities
Net cash flow from investing activities (140 733) (7 988)
Cash flow from financing activities
Sale of deemed treasury shares 244 384 47 611
Net proceeds from /(repayments to) lenders and 1 547 (75 863)
related parties
Dividends paid (49 400) (40 817)
Repayment of other liabilities (81 615) (119 699)
Net cash flow from financing activities 144 916 (188 768)
Net change in cash and cash equivalents (21 094) (27 926)
Cash and cash equivalents at beginning of year 103 680 131 606
Cash and cash equivalents at end of year 82 586 103 680
CONDENSED SEGMENTAL ANALYSIS
Total Banking and finance Investments Insurance
NAD'000 NAD'000 NAD'000 NAD'000
2016
Revenue 1 150 286 221 493 727 507 201 286
Profit for the year 419 798 57 326 317 439 45 033
Segment total assets 4 014 001 1 507 636 2 180 726 325 639
2015
Revenue 1 017 073 173 114 660 434 183 525
Profit for the year 303 238 52 528 266 161 (15 451)
Segment total assets 3 159 100 1 521 863 1 214 626 422 611
NOTES TO THE AUDITED ABRIDGED ANNUAL FINANCIAL STATEMENTS AS AT 31 MARCH 2016
1. Basis of preparation
The abridged annual group financial statements, which comprise the abridged group statement of financial position as at 31 March 2016, and the abridged group statement of
comprehensive income, changes in equity, cash flow statement for the year ended 31 March 2016, and related notes are derived from the audited financial statements of Trustco
Group Holdings Ltd for the year ended 31 March 2016 which have been audited by the group’s independent auditors, BDO. This abridged report is therefore extracted from the
audited information, but is itself not audited. The directors take full responsibility for this abridged report and that the financial information has been correctly extracted from
the underlying annual financial statements.
The auditor’s unmodified report is available for inspection at Trustco’s registered offices. The group’s audited financial statements are available for inspection at the company’s
registered office. Electronic copies of the integrated report and the financial statements will be available on the company’s website(www.tgh.na), on 24 June 2016. The abridged
group financial statements have been prepared in accordance with the framework concepts and measurement and recognition criteria of International Financial Reporting
Standards (IFRS) and comply with IAS 34 Interim Financial Reporting and are in accordance with the SAICA Financial Reporting Guides, and the Namibian Companies’ Act.
no.28 of 2004 (as amended) and JSE Listings Requirements.The accounting policies are consistent with the previous annual financial statements. The abridged consolidated
financial information was compiled under the supervision of the Group Financial Director, Ryan McDougall, CA(SA), CA(Namibia).
2. Headline Earnings Reconciliation
For the year ended For the year ended
31 March 2016 31 March 2015
NAD ‘000 NAD ‘000
Profit attributable to ordinary 419 798 303 238
shareholders
Adjustments: (366) (27 494)
Profit/Loss on disposals of property, (221) 2 098
plant and equipment
Fair value adjustments on investment (300) 400
properties
Gain on bargain purchase - (29 244)
Loss on disposal of intangible assets
Tax effect 155 (748)
Headline earnings 419 432 275 744
3. Per Share Information
For the year ended For the year ended
31 March 2016 31 March 2015
Earnings per share (cents) 55.37 43.59
Diluted earnings per share (cents) 55.02 43.29
Headline earnings per share (cents) 55.32 39.64
Diluted headline earnings per share 54.97 39.36
(cents)
Dividends declared per share (cents) 8.40 7.00
Dividends paid per share (cents) 7.40 5.75
WANOS 758million (2015: 696 million)
Diluted WANOS 763 million (2015: 701 million)
Shares in issue 772 million (2015: 772 million)
4. Advances
31 March 2016 31 March 2015
NAD ‘000 NAD ‘000
Property advances 420 963 125 287
Student advances 721 810 630 805
Other loans advanced 41 290 50 873
Net Advances 1 184 063 806 965
Current assets 199 102 199 062
Non-current assets 984 961 607 903
Consisting of:
Advances at end of the year 1 220 056 851 879
Impairment of loans at end of the year (35 993) (44 914)
5. Inventories
During the year the group’s acquired inventories relating to real estate were carried at a cost of NAD 320 m (2015: NAD 316.1 m) and inventories relating to finished goods at a cost of
NAD 7.4 m (2015: NAD 7.8 m) No inventories are required to be written down to net realisable value.
6. Property, plant and equipment
During the year the group acquired property, plant & equipment at a cost of NAD 157.7 m (2015: NAD 68.2 m) and recognised a revaluation gain of NAD 35 m (2015: NAD 23.5 m). The
carrying value of property, plant & equipment as at 31 March 2016 was NAD 459 m (2015: NAD 269.3 m). Disposals at carrying value of NAD 7.9 m (2015: NAD 12.2 m) were made.
7. Investment property
During the year the group acquired investment property at a cost of NAD 0.5 m (2015: NAD 13.3 m) and recognised a revaluation gain of NAD 132 m (2015: NAD 103.2 m). The fair value
of investment property as at 31 March 2016 was NAD 816 m (2015: NAD 708.8 m). Disposals at carrying value of NAD 3.5 m (2014: NAD 2.2 m) were made.
8. Intangible assets
During the year the group acquired intangible assets at a cost of NAD 15.7 m (2015: NAD 11.7 m). The carrying value of intangible assets as at 31 March 2016 was NAD 209.8 m
(2015: NAD 197.6 m). Disposals at carrying value of NAD 2.9 (2015: NAD 0.02 m) were made.
9. Profit Before Taxation
Operating profit (loss) for the year is stated after accounting for the following:
For the year ended For the year ended
31 March 2016 31 March 2015
NAD ‘000 NAD ‘000
Employee costs 145 672 136 480
Profit on foreign exchange differences 6 978 8 640
Fair value gains on investment property 131 305 103 200
Depreciation - Property, plant and equipment - 22 541 22 241
Amortisation - Intangible assets - 23 840 26 939
Auditors’ remuneration 5 652 2 283
(Profit)/Loss on disposal of property, plant and equipment (221) 2 098
Impairment of loans and receivables and
bad debts written off 7 445 25 828
(Decrease)/Increase in provision for doubtful debts relating (8 921) 9 274
to student advances
Gain on bargain purchase - Fides Bank Namibia Ltd - 11 203
Gain on bargain purchase - Farm Herboths (Pty) Ltd - 18 041
10. Related party transactions
Charter income received from/(fees paid to) related parties
Next Investments (Pty) Ltd 498 202
Northern Namibia Development Company (Pty) Ltd 842 1 278
Management fees paid to related parties
Next Investments (Pty) Ltd (28 287) (22 036)
Facility fees paid to related parties
Next Investments (Pty) Ltd (18 641) (11 130)
Q van Rooyen is a common director of the group, Next Investments and Northern Namibia Development Company.
11. Fair Value Hierarchy
Level 1 Level 2 Level 3 Total
NAD ‘000 NAD ‘000 NAD ‘000 NAD ‘000
2016
Group: Assets
- Land and buildings - 117 617 - 117 617
- Aircraft - 109 268 - 109 268
- Investment property - 816 180 - 816 180
- Advances - - 1 184 063 1 184 063
- Trade and other receivables- - - 765 949 765 949
- Cash and cash equivalents - - 99 835 99 835
- 1 043 065 2 049 874 3 092 912
2016
Group: Liabilities
- Insurance contract liabilities - - 75 365 75 365
- Bank overdraft - - 17 249 17 249
- Trade and other payables - - 215 806 215 806
- Other liabilities - - 42 038 42 038
- Borrowings - - 1 104 695 1 104 695
- - 1 455 153 1 455 153
12. Business combinations
On 30 June 2015 the group acquired 100% of the voting equity interest of Watermeyer Mining and Construction (Pty) Ltd (“WMC”) which resulted in the Group obtaining control thereof.
WMC is a construction company specializing in construction projects. The assets and resources acquired include staff and office buildings related to the operations. The Group has taken over
the management of the operations of the entity. This expansion will augment the existing investment and property development operations of the Group and reduce the foreseeable
development timetable.
Goodwill of NAD9.5 million arising from the acquisition is attributable to the expected savings to be made by the Group relating to the reduced cost of bulk servicing via WMC rather than
external vendors. Goodwill is not deductible for income tax purposes.
WMC’s acqusition is to be settled in cash in 2 instalments. The first instalment of NAD15.0 million was paid in July 2015, with the second instalment of NAD15.0 due in July 2016.
Fair value of assets acquired and liabilities assumed NAD ‘000
Property, plant and equipment 24 000
Current tax assets 38
Trade and other receivables 17 499
Cash and cash equivalents 2 769
Borrowings (11 097)
Deferred tax liabilities (4 004)
Current tax liabilities (44)
Trade and other payables (10 345)
Total identifiable net assets 18 816
Goodwill 9 497
Total 28 313
Acquisition date fair value of consideration paid
Cash (15 000)
Deferred consideration (13 313)
(28 313)
Revenue of NAD16.7 million and a loss of NAD11.0 million of WMC have been included in the Group’s results since the date of acquisition.
DIRECTORATE
Jan Jones, deputy CEO and alternate director to Quinton van Rooyen resigned on 16 March 2016. On 16 March 2016, QZ van Rooyen and SW Pienaar were appointed as alternate directors to
Quinton van Rooyen and Ryan McDougall respectively. On 15 June 2016, SW Pienaar resigned.
DIVIDEND DECLARATION
During the year under review dividends of 7.40 cents per share (2015: 5.75 cents) amounting to a total of NAD49.40 million (2015: NAD45.18 million) were declared and paid by the
Group. The directors of Trustco (the board) are pleased to announce that the board passed a resolution on 22 June 2016 to pay a dividend of 5 cents per share for the financial year ended
31 March 2016.
The following information is provided to shareholders in respect of dividend tax:
• The dividend has been declared from income reserves;
• Shareholders are advised that Namibian non-resident shareholders’ tax (NRST) of 20% on the declared dividend will be applicable to all shareholders with addresses outside Namibia
(unless any specific rules relating to double tax treaties apply), which will result in a net dividend of 4 cents per share;
• The NRST rate for South African residents is 15% resulting in a net dividend of 4.25 cents per share (South African dividend withholding tax is not applicable to
Namibian dividends);
• Trustco Group Holdings Ltd’s Namibian income tax reference number is 3356338-01-1;
• The number of shares in issue at the date of declaration is 772 142 090.
The salient dates for the payment of this dividend are set out below:
- Last day to trade cum dividend (Namibian register) Friday, 22 July 2016
- Last day to trade cum dividend (South African register) Tuesday, 26 July 2016
- Trading ex dividend (Namibian register) Monday, 25 July 2016
- Trading ex dividend (South African register) Wednesday, 27 July 2016
- Record Date (Namibian and South African register) Friday, 29 July 2016
- Payment Date (Namibian and South African register) Monday, 22 August 2016
Share certificates may not be dematerialised or rematerialised between Wednesday, 17 July 2016 and Friday, 19 August 2016 both days included. The dividend is declared in Namibia Dollars
and payable in currencies of the Republics of South Africa and Namibia which are pegged 1:1.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of shareholders of the company in respect of the year ended 31 March 2016 will be held at Trustco House, 2 Keller Street,
Windhoek, on Thursday, 22 September 2016 at 10H00 (“AGM”), to deal with such business as may lawfully be dealt with at the AGM in the manner required by the Namibian Companies
Act as amended, as read with the Listings Requirements of the JSE Limited and the provisions of the company’s articles of association. The AGM is to be participated in and voted at by
the shareholders recorded in the company’s security register on the record date of Friday, 16 September 2016.
Shareholders are advised of the following applicable dates:
Last date to trade to be eligible to vote: Tuesday, 13 September 2016
Last date for lodging forms of proxy for South
African shareholders: Tuesday, 20 September 2016
Last date for lodging forms of proxy for all other shareholders: Monday, 19 September 2016
The full integrated report including the notice of AGM will be uploaded to the company’s website and posted to the shareholders of the company who were recorded as such in the
company’s securities register on Friday, 24 June 2016.
By order of the board
A Bruyns
Company Secretary
27 June 2016
JSE Sponsor
Sasfin Capital
(a division of Sasfin Bank Limited)
NSX Sponsor
IJG (Pty) Limited
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