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Preliminary Consolidated Results for the Year Ended 30 June 2016, Final Dividend Declaration and Notice of AGM
ADAPT IT HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number 1998/017276/06
Share code: ADI
ISIN: ZAE000113163
("Adapt IT" or "the Company" or "the Group")
Up
38%
TURNOVER
Up
58%
OPERATING PROFIT
Up
36%
HEADLINE EARNINGS PER SHARE
PRELIMINARY SUMMARISED CONSOLIDATED AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2016, FINAL DIVIDEND DECLARATION AND
NOTICE OF ANNUAL GENERAL MEETING
SUMMARISED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016
Group Group Company Company
2016 2015* 2016 2015
R R R R
Revenue 803 337 834 578 049 095 37 001 209 7 267 700
Turnover 796 178 409 575 323 868 - -
Cost of sales (343 573 374) (299 108 714) - -
Gross profit 452 605 035 276 215 154 - -
Administrative, selling and other costs (316 216 126) (189 715 331) (2 945 285) (6 134 407)
Sundry revenue - - 5 000 000 7 267 700
Profit from operations 136 388 909 86 499 823 2 054 715 1 133 293
Dividend received - - 32 000 000 -
Finance income 7 159 425 2 725 227 1 209 -
Finance costs (22 297 839) (11 247 056) - (2 641)
Share of profits of equity accounted investment
after tax 1 636 095 168 200 - -
Profit before taxation 122 886 590 78 146 194 34 055 924 1 130 652
Income tax expense (41 929 718) (25 467 619) (489 289) (407 860)
Profit for the year 80 956 872 52 678 575 33 566 635 722 792
Attributable to:
Equity holders of the parent 78 357 135 52 678 575 33 566 635 722 792
Non-controlling interests 2 599 737 - - -
Other comprehensive income
Items that will not be reclassified to profit and loss - 1 942 462 - -
Revaluation of land and building - 1 406 984 - -
Income tax effect - 535 478 - -
Items that may be reclassified subsequently
to profit and loss 789 408 529 847 - -
Exchange differences arising from translation
of foreign operations 789 408 529 847 - -
Total comprehensive income 81 746 280 55 150 884 33 566 635 722 792
Attributable to:
Equity holders of the parent 79 146 543 55 150 884 33 566 635 722 792
Non-controlling interests 2 599 737 - - -
Basic earnings per share (cents) 57,61 42,34
Basic diluted earnings per share (cents) 55,28 41,33
*Restated for measurement period adjustment as announced on SENS on 28 January 2016 and 8 February 2016.
SUMMARISED STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2016
Group Group Company Company
2016 2015* 2016 2015
R R R R
ASSETS
Non-current assets 705 320 773 408 046 994 48 147 559 50 010 248
Property and equipment 37 366 544 31 705 928 - -
Intangible assets 170 031 438 86 231 757 - -
Goodwill 472 515 143 276 525 230 - -
Interest in subsidiaries and share trust - - 48 115 401 48 115 401
Loans to subsidiaries - - 32 158 1 390 006
Equity accounted investment 1 804 295 168 200 - -
Deferred taxation asset 23 603 353 13 415 879 - 504 841
Current assets 259 556 272 153 804 606 184 137 891 71 120 533
Trade and other receivables 170 600 288 112 111 658 217 335 890 765
Amounts owing by subsidiaries - - 183 719 243 70 141 692
Current tax receivable 11 231 616 12 720 662 71 870 -
Cash and cash equivalents 77 724 368 28 972 286 129 443 88 076
Total assets 964 877 045 561 851 600 232 285 450 121 130 781
EQUITY AND LIABILITIES
Equity
Share capital 14 006 12 920 14 006 12 920
Share premium 200 831 266 128 819 663 196 116 254 124 104 651
Other capital reserves 34 574 504 26 594 829 34 574 504 12 860 454
Equity compensation reserve 5 724 817 530 517 - -
Foreign currency translation reserve 3 208 520 2 419 112 - -
Revaluation reserve 3 544 400 3 544 400 - -
Retained earnings 218 782 518 159 172 199 585 580 (18 499 864)
Equity attributable to shareholders of the company 466 680 031 321 093 640 231 290 344 118 478 161
Non-controlling interests 6 007 925 - - -
Total equity 472 687 956 321 093 640 231 290 344 118 478 161
Non-current liabilities 190 766 634 98 948 817 16 878 -
Interest-bearing borrowings 145 790 502 8 521 023 - -
Financial liabilities - 69 224 164 - -
Deferred taxation liability 44 976 132 21 203 630 16 878 -
Current liabilities 301 422 455 141 809 143 978 228 2 652 620
Trade and other payables 105 551 855 33 614 633 978 228 754 225
Provisions 42 937 636 26 466 046 - 1 859 116
Deferred income 67 271 122 65 287 590 - -
Current tax payable 6 811 480 618 838 - 39 279
Financial liabilities 59 476 533 - - -
Current portion of interest-bearing borrowings 19 373 829 15 822 036 - -
Total equity and liabilities 964 877 045 561 851 600 232 285 450 121 130 781
Number of ordinary shares in issue (cents) 140 061 814 129 201 421
Net asset value per share (cents) 337,49 248,52
Tangible net asset value per share (cents) (34,18) 47,70
* Restated for measurement period adjustment as announced on SENS on 28 January 2016 and 8 February 2016.
At 30 June 2016, the carrying values of the financial assets and financial liabilities are considered by management to
approximate their fair value, due to their short-term nature. All financial assets and liabilities are carried at amortised
cost and hence no fair value disclosure is necessary, in terms of the fair value hierarchy requirements of IFRS 7 Financial
Instruments: Disclosures.
SUMMARISED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2016
Group Group Company Company
2016 2015 2016 2015
R R R R
OPERATING ACTIVITIES
Cash generated from/(utilised in) operations 173 602 262 105 387 069 1 093 032 (731 556)
Finance income 5 091 400 1 018 543 1 209 -
Finance costs (15 376 527) (4 425 757) - (2 641)
Dividends received - - 32 000 000 -
Dividends paid (18 630 671) (9 528 391) (14 481 191) (9 528 391)
Taxation paid (55 029 679) (44 191 308) (78 719) (158 559)
Net cash flow from/(utilised in) operating activities 89 656 785 48 260 156 18 534 331 (10 421 147)
INVESTING ACTIVITIES
Property and equipment acquired (7 934 021) (4 322 657) - -
Intangible assets acquired and developed (2 544 560) (6 083 953) - -
Proceeds on disposal of property and equipment 177 949 67 525 - -
Proceeds on disposal of asset held for sale 9 733 141 - - -
Net cash outflow on acquisition of subsidiaries (137 790 705) (63 877 413) - -
Net cash utilised in investment activities (138 358 196) (74 216 498) - -
FINANCING ACTIVITIES
Proceeds from borrowings 267 431 000 132 120 285 - -
Repayment of borrowings (173 011 364) (135 265 514) - -
Issue of shares for cash 2 216 450 41 839 999 - -
Issue of company's shares - - 72 012 689 104 895 843
Increase in amounts owing by subsidiaries - - (90 505 653) (94 420 867)
Repayment of vendor loans - (439 174) - -
Net cash flows from/(utilised in) financing activities 96 636 086 38 255 596 (18 492 964) 10 474 976
Net increase in cash resources 47 934 675 12 299 254 41 367 53 829
Exchange differences on translation 817 407 756 253 - -
Cash and cash equivalents at beginning of year 28 972 286 15 916 779 88 076 34 247
Cash and cash equivalents at end of year 77 724 368 28 972 286 129 443 88 076
SUMMARISED STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2016
Attributable to equity holders of the parent
Equity Foreign Attributable
Other com- currency to equity Non-
Share Share capital pensation Revaluation translation Retained holders of controlling
capital premium reserves reserve reserve reserve earnings the parent interests Total
GROUP R R R R R R R R R R
Balance at 30 June 2014 11 150 23 925 590 51 055 840 - 1 601 938 1 889 265 106 616 844 185 100 627 - 185 100 627
Total comprehensive
income for the year - - - - 1 942 462 529 847 52 678 575 55 150 884 - 55 150 884
Profit for the year - - - - - – 52 678 575 52 678 575 – 52 678 575
Other comprehensive
income for the year – – – – 1 942 462 529 847 – 2 472 309 – 2 472 309
Share-based payments – – – 530 517 – – – 530 517 – 530 517
Purchase consideration
adjustment – – (9 405 171) – – – 9 405 171 – – –
Issue of shares for
business combination 1 159 63 054 685 (15 055 840) – – – – 48 000 004 – 48 000 004
Shares issued during the year 611 41 839 388 – – – – – 41 839 999 – 41 839 999
Dividend paid – – – – – – (9 528 391) (9 528 391) – (9 528 391)
Balance at 30 June 2015* 12 920 128 819 663 26 594 829 530 517 3 544 400 2 419 112 159 172 199 321 093 640 – 321 093 640
Total comprehensive
income for the year – – – – – 789 408 78 357 135 79 146 543 2 599 737 81 746 280
Profit for the year – – – – – – 78 357 135 78 357 135 2 599 737 80 956 872
Other comprehensive income
for the year – – – – – 789 408 – 789 408 – 789 408
Non controlling interest
arising on the acquisition
of subsidiaries – – – – – – – – 7 557 668 7 557 668
Share-based payments – – – 5 194 300 – – – 5 194 300 – 5 194 300
Purchase consideration
adjustment – – 4 265 625 – – – (4 265 625) – – –
Issue of shares for
business combination 1 067 69 795 171 (12 860 454) – – – – 56 935 784 – 56 935 784
Shares issued during the year 19 2 216 432 – – – – – 2 216 451 – 2 216 451
Shares to be issued – – 16 574 504 – – – – 16 574 504 – 16 574 504
Dividends paid – – – – – – (14 481 191) (14 481 191) (4 149 480) (18 630 671)
Balance at 30 June 2016 14 006 200 831 266 34 574 504 5 724 817 3 544 400 3 208 520 218 782 518 466 680 031 6 007 925 472 687 956
* Restated for measurement period adjustment as announced on SENS on 28 January 2016 and 8 February 2016.
Other
Share Share capital Retained Total
capital premium reserves earnings equity
COMPANY R R R R R
Balance at 30 June 2014 11 150 19 210 578 15 055 840 (9 694 265) 24 583 303
Total comprehensive income for the year – – – 722 792 722 792
Issue of shares 1 770 104 894 073 (15 055 840) – 89 840 003
Shares to be issued – – 12 860 454 – 12 860 454
Dividend paid – – – (9 528 391) (9 528 391)
Balance at 30 June 2015 12 920 124 104 651 12 860 454 (18 499 864) 118 478 161
Total comprehensive profit for the year – – – 33 566 635 33 566 635
Issue of shares 1 086 72 011 603 (12 860 454) – 59 152 235
Shares to be issued – – 34 574 504 – 34 574 504
Dividend paid – – – (14 481 191) (14 481 191)
Balance at 30 June 2016 14 006 196 116 254 34 574 504 585 580 231 290 344
EARNINGS AND DIVIDENDS PER SHARE
EARNINGS PER SHARE
The calculation of earnings per share is based on the profit attributable to equity holders of R78 357 135
(2015: R52 678 575) and the weighted average number of ordinary shares in issue during the year of 136 016
313 (2015: 124 427 314). The calculation of diluted earnings per share is based on the profit of R78 357 135
(2015: R52 678 575) and the weighted average number of diluted ordinary shares in issue during the year of
141 751 697 (2015: 127 460 251).
Group Group
2016 2015*
Reconciliation between earnings and headline earnings
Earnings attributable to equity holders of the parent 78 357 135 52 678 575
Adjusted for:
- Profit on sale of property and equipment (refer note 3) (98 589) (39 449)
Headline earnings 78 258 546 52 639 126
Basic earnings per share (cents) 57,61 42,34
Headline earnings per share (cents) 57,54 42,31
Diluted basic earnings per share (cents) 55,28 41,33
Diluted headline earnings per share (cents) 55,21 41,30
* Restated for measurement period adjustment.
DIVIDENDS PER SHARE
Dividends per share (cents) 10,90 8,23
EVENTS AFTER THE REPORTING DATE
On 1 July 2016, Student Management Software Solutions Limited and Meta Office Limited were amalgamated into
Adapt IT Australasia Limited in accordance with the provision of Section 222(1) of the New Zealand Companies Act
1993. These companies are New Zealand registered.
The reasons for the amalgamation are, inter alia:
– To rationalise the Adapt IT group;
– To reduce the number of Adapt IT group entities;
– To achieve efficiencies and savings in administrative and operational expenditure; and
– To simplify the Adapt IT group structure.
No other significant transactions or events have occurred between year-end date and the date of this report.
BUSINESS COMBINATIONS
ACQUISITION OF SUBSIDIARY: CQS
On 31 December 2015, the group acquired the entire issued share capital of CQS Investment Holdings Proprietary
Limited and its subsidiaries (CQS). CQS is South African registered.
With over 20 years in business and approximately 4 000 clients, CQS is a value added distributor of a combination of its
own and third party (being CaseWare, ACL and Confirmations.com) Intellectual Property software solutions for audit,
data analytics, controls monitoring, risk management and financial reporting to financial professionals, corporates
and the public sector. CQS, which has the reputation of being a leader in this niche market, also services clients in
Nigeria, Kenya, Zambia, Tanzania, Botswana and Zimbabwe through a direct and a distributor network.
The total purchase consideration of R216 815 000 consists of R159 879 215 in cash, funded from borrowings, paid on
14 December 2015 and R56 935 785 in shares issued on 18 December 2015.
The fair value of the net liabilities acquired amounted to R18 390 749 and non controlling interest in equity amounted
to R7 557 668, resulting in goodwill of R195 989 913 at acquisition.The purchase consideration paid for the combination
effectively included amounts in relation to the benefit of the expected synergies, revenue growth, new market
penetration and future market development.
The acquisition, which is in line with Adapt IT's strategy of targeted acquisitive growth, will augment the group's
Financial Services segment and public sector markets' representation by providing diversification into the auditing
and accounting professions and will enhance its technology diversification.
The fair values of the identifiable net assets and liabilities of CQS as at the date of acquisition were:
Fair value
recognised
on acquisition
R'000
Assets
Property and equipment 4 291 989
Intangible assets 89 298 605
Asset held for sale 9 733 141
Trade and other receivables 35 509 158
Cash and cash equivalents 31 352 776
Total assets 170 185 669
Liabilities
Shareholders loan 46 773 504
Long term portion of interest-bearing borrowings 37 820 625
Current portion of interest-bearing borrowings 8 581 011
Deferred tax liability 17 349 066
Trade and other payables 64 360 360
Current tax payable 13 691 852
Total liabilities 188 576 418
Total identifiable net liabilities (18 390 749)
Non controlling interest (7 557 668)
Goodwill arising on acquisition 195 989 913
Fair value of consideration payable 170 041 496
Fair value of consideration paid:
Cash paid 159 879 215
Shares issued in December 2015 56 935 785
Shareholders loan settled (46 773 504)
Fair value of consideration paid 170 041 496
Cash outflow on acquisition:
Net cash acquired with the subsidiary 31 352 776
Cash paid (159 879 215)
Net cash outflow on acquisition (128 526 439)
Fair value of the assets acquired approximates their carrying value at the acquisition date.
From the date of acquisition, CQS has contributed R32 933 773 to the profit after tax of the group.
Acquired receivables represent the gross contractual amounts which approximates fair value and which is further
estimated to be fully recoverable.
Acquisition related costs of R2 685 563 have been expensed and are included in administrative, selling and other costs
on the statement of profit or loss and other comprehensive income.
ACQUISITION OF SUBSIDIARIES: META OFFICE AND MULTIMATICS
On 1 January 2016, the group acquired the entire share capital of Meta Office Limited (Meta Office) and Multimatics
Proprietary Limited (Multimatics), for a purchase consideration of R3 416 388 and R7 000 000 respectively. Meta Office
is a New Zealand registered company and Multimatics is a South African registered company.
The acquisition of Meta Office extends the product set for the higher education segment and geographic reach of
Adapt IT in foreign markets.
Multimatics specialises in business intelligence solutions relating to telecommunications.
The fair values of the identifiable net assets and liabilities of these companies as at the date of acquisition were:
Fair value
recognised
on acquisition
R
Assets
Property and equipment 141 025
Intangible assets 14 056 276
Trade and other receivables 1 193 910
Current tax receivable 53 917
Cash and cash equivalents 1 152 122
Total assets 16 597 250
Liabilities
Deferred taxation 3 327 798
Trade and other payables 887 269
Deferred income 2 029 442
Provisions 30 790
Total liabilities 6 275 299
Total identifiable net assets 10 321 951
Cash paid 6 916 389
Fair value at acquisition of cash paid on 1 April 2016 3 405 562
Fair value of consideration payable 10 321 951
Cash outflow on acquisition:
Net cash acquired with the subsidiaries 1 152 122
Cash paid (10 416 388)
Net cash outflow on acquisition (9 264 266)
Fair value of the assets acquired approximates their carrying value at the acquisition date.
From the date of acquisition, Meta Office and Multimatics have contributed R1 064 460 to the profit after tax of the
group.
Acquired receivables represent the gross contractual amounts which approximates fair value and which is further
estimated to be fully recoverable.
Acquisition related costs of R292 768 have been expensed and are included in administrative, selling and other
costs on the statement of profit or loss and other comprehensive income.
SEGMENT ANALYSIS
Management monitors the operating results of its business units separately for the purpose of making decisions about
resource allocation and performance assessment. Monthly management meetings are held to evaluate segment
performance against budget and forecast.
Management does not monitor assets and liabilities by segment.
The following tables present turnover and profit information (after Shared Services cost allocation) regarding the
group's operating segments for the year ended 30 June 2016 and 30 June 2015 respectively:
Financial
Education Manufacturing Services Energy Other Total
R R R R R R
2016
Turnover 170 806 274 242 200 530 223 249 140 159 922 465 – 796 178 409
Segment profit/(loss)
from operations 29 809 003 37 651 833 34 232 099 37 857 837 (3 161 863) 136 388 909
Operating
profit margin (%) 17 16 15 24 17
2015*
Turnover 155 955 376 215 421 755 94 774 959 109 171 778 – 575 323 868
Segment profit/(loss)
from operations 27 049 586 27 865 151 14 241 624 24 282 145 (6 938 683) 86 499 823
Operating
profit margin (%) 17 13 15 22 15
* Restated for measurement period adjustment as announced on SENS on 28 January 2016 and 8 February 2016.
The following table presents turnover by geographic area of the group's operating segments as at 30 June 2016 and
30 June 2015:
Financial
Education Manufacturing Services Energy Other Total
R R R R R R
2016
Turnover from
external customers
by geographic area* 170 806 274 242 200 530 223 249 140 159 922 465 – 796 178 409
South Africa 114 182 877 191 991 807 188 157 940 83 416 883 – 577 749 507
African Countries** 25 216 549 34 995 812 32 807 301 12 983 498 – 106 003 160
United Kingdom – – – 649 115 – 649 115
Europe 9 695 431 – 5 240 5 393 355 – 15 094 026
Asia – – – 3 756 326 – 3 756 326
North America – 391 196 2 278 659 47 900 209 – 50 570 064
South America – – – 4 415 985 – 4 415 985
Australasia 21 711 417 14 821 715 – 1 407 094 – 37 940 226
2015
Turnover from
external customers
by geographic area* 155 955 376 215 421 755 94 774 959 109 171 778 – 575 323 868
South Africa 116 058 874 170 620 007 94 612 107 63 526 746 – 444 817 734
African Countries** 20 552 340 35 435 433 162 852 587 464 – 56 738 089
United Kingdom – – – 276 012 – 276 012
Europe 4 424 093 – – 1 402 054 – 5 826 147
Asia – – – 1 201 899 – 1 201 899
North America – 2 234 809 – 39 825 530 – 42 060 339
South America – – – 1 578 613 – 1 578 613
Australasia 14 920 069 7 131 506 – 773 460 – 22 825 035
* The turnover information above is based on the location of the customer
** African countries are: Ghana, Zambia, Tanzania, Mozambique, Namibia, Malawi, Swaziland, Lesotho, Botswana, Nigeria,
Sierra Leone, Zimbabwe, Kenya, Burundi, Congo, Rwanda, Uganda, Cameroon, Gambia and Senegal.
COMMENTARY
BASIS OF PREPARATION
The accounting policies applied in the preparation of these preliminary summarised consolidated audited
financial statements, which are based on reasonable judgements and estimates, are in accordance with
International Financial Reporting Standards (IFRS) and are consistent with those applied in the consolidated
annual financial statements for the year ended 30 June 2016. All amendments to IFRS were considered
insignificant to the current year. These preliminary summarised consolidated audited financial statements as
set out in this report have been prepared in accordance with the framework concepts and the measurement
and recognition requirements of IFRS and the SAICA Financial Reporting Guides as issued by the Accounting
Practices Committee and Financial Pronouncements as issued by Financial Reporting Standards Council,
and, as a minimum, contain the information required by IAS 34 Interim Financial Reporting. The consolidated
annual financial statements have been prepared under the historical cost method, except for certain financial
instruments at fair value and property measured at fair value. The consolidated annual financial statements
have been prepared on the going-concern basis and have been prepared under the supervision of Ms Tiffany
Dunsdon CA (SA), the financial director.
These preliminary summarised consolidated audited financial statements, which have been derived from the
consolidated annual financial statements and with which they are consistent in all material respects, have been
audited by Deloitte & Touche. Their unmodified audit opinions on the consolidated annual financial statements
and on the preliminary summarised consolidated audited financial statements (ISA 810) are available for
inspection at the registered office of the company. The board of directors of Adapt IT (the Board) takes full
responsibility for the preparation of this report and that the financial information has been correctly extracted
from the underlying consolidated audited annual financial statements, which is available for inspection at the
registered office of the company.
AUDIT REPORT
The annual financial statements for the year ended 30 June 2016 have been audited by the group's auditors,
Deloitte & Touche and their unmodified audit report is available for inspection at the company's registered
office.
The auditor's report does not necessarily report on all of the information contained in this announcement.
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 audit report together with the accompanying financial
information from the company's registered office. Any reference to future financial performance included in
this announcement has not been reviewed or reported on by the company's auditor.
FINANCIAL REVIEW
Turnover for the year ended 30 June 2016 increased 38% to R796,2 million (2015: R575,3 million), organic growth
was 9% and acquisitive growth was 29%.
Profit from operations increased 58% to R136,4 million (2015: R86,5 million), representing an improved operating
profit margin of 17% (2015: 15%). All segments of the business grew turnover and operating profit.
Adapt IT acquired CQS effective 31 December 2015, in line with the acquisitive growth strategy. CQS is a
value added distributor of a combination of its own and third party (being CaseWare, ACL and Confirmations.
com) Intellectual Property software solutions. On 1 January 2016, the group acquired Multimatics, a company
specialising in business intelligence solutions relating to telecommunications. A smaller offshore company,
Meta Office, in New Zealand was acquired on 1 January 2016.
Earnings per share (EPS) improved by 36% to 57,61 cents per share (cps) from 42,34 cps and headline EPS
(HEPS) improved by 36% to 57,54 cps from 42,31 cps.
The Board declared its 14th ordinary dividend of 13,40 cents per share, payable in September 2016, which
represents a four times dividend cover ratio and a 23% increase on the prior year's dividend. The company has
a policy of declaring a dividend at the end of the financial year and not at the interim reporting date.
RESTATEMENT OF FINANCIAL INFORMATION
Shareholders are referred to the "Restatement of Financial Information and Trading Statement" announcement
released on SENS on 28 January 2016 and the subsequent "Interim Group Results for the six months ended
31 December 2015" released on SENS on 8 February 2016 wherein shareholders were advised that, in accounting
for the business combination of AspiviaUnison Proprietary Limited for the year ended 30 June 2015, no fair value
was placed on intangible assets other than goodwill, as the valuation of these intangible assets in terms of
IFRS 3 had not been determined. The valuation of these intangible assets, namely customer relationships and
internally generated software, had been finalised.
The 30 June 2015 results were restated retrospectively in this regard, to increase the value of intangible assets
acquired and to increase the related deferred tax liability, resulting in a decrease in goodwill.
CHANGES TO THE BOARD DURING THE YEAR UNDER REVIEW
During the period under review, there were no changes to the composition of the Board. On the 18th of August
2016, and following a six month induction period, Nombali Mbambo was appointed, effective on this date, to
the Board as Chief Financial Officer. The Board looks forward to her valuable contribution to Adapt IT in the
years to come. Tiffany Dunsdon's role reverts to the one she held previously, namely, Commercial Director.
APPRECIATION
The Board extends its sincere thanks to Adapt IT's longstanding and new customers, suppliers, partners,
shareholders and service providers for their ongoing support of Adapt IT. In addition, the Board thanks
Adapt IT's staff, without whose dedication, hard work, enthusiasm, team spirit, skills and appetite for growth and
change, the group would not be the industry leader it is today.
DIVIDENDS: ORDINARY DIVIDEND NUMBER 14
The Board has set a policy of considering a dividend once annually, after the year-end. The Board has declared
a dividend on a dividend cover ratio of four times as the group wishes to retain a significant proportion of profits
for future growth activities.
The group will have sufficient working capital to meet its requirements after the dividend payment. Notice is
hereby given that a gross cash dividend of 13,40 cents per share (the dividend) has been declared for the
year ended 30 June 2016, payable to shareholders recorded in the books of the company at close of business
on 16 September 2016.
In terms of the Listings Requirements of the JSE Limited regarding the following additional information is
disclosed:
- This is a dividend as defined in the Income Tax Act, 1962, and is payable from income reserves;
- The South African dividend tax (DT) rate is 15%;
- The DT to be withheld by the company amounts to 2,01 cents per share;
- Therefore, the net dividend payable to shareholders who are not exempt from DT is 11,39 cents per share,
while the gross dividend of 13,40 cents per share is payable to those shareholders who are exempt from DT;
- The issued share capital of Adapt IT at the declaration date comprises 140 061 814 ordinary shares;
- Adapt IT's registration number is 1998/017276/06; and
- Adapt IT's income tax reference number is 9410/002/71/2.
Shareholders are advised that the last day to trade cum-dividend will be Tuesday, 13 September 2016. Shares
will trade ex-dividend as from Wednesday, 14 September 2016, and the record date will be Friday, 16 September
2016. Payment will be made on Monday, 19 September 2016. Share certificates may not be dematerialised
or rematerialised during the period Wednesday, 14 September 2016 to Friday, 16 September 2016, both days
inclusive. This dividend, having been declared after 30 June 2016, has not been provided for in the financial
statements for the year ended 30 June 2016.
NOTICE OF THE ANNUAL GENERAL MEETING AND POSTING OF INTEGRATED ANNUAL REPORT
The integrated annual report will be mailed to shareholders on 1 September 2016 and is available on the
group's website: www.adaptit.co.za, on 18 August 2016.
Notice is hereby given that the 17th annual general meeting of shareholders of Adapt IT will be held on Friday,
25 November 2016 at 09:00 at the company's offices at 5 Rydall Vale Office Park, Rydall Vale Crescent, La Lucia
Ridge, KwaZulu-Natal.
The Board of the company has determined that, in terms of section 62(3)(a), as read with section 59 of
the Companies Act, No 71 of 2008, the record date for the purposes of determining which shareholders of
the company are entitled to participate in and vote at the annual general meeting is Friday, 18 November
2016. Accordingly, the last date to trade in order to be registered in the register of shareholders of the
company and therefore be eligible to participate in and vote at the annual general meeting is Tuesday,
15 November 2016.
CORPORATE INFORMATION
ADAPT IT HOLDINGS LIMITED POSTAL ADDRESS
Incorporated in the Republic of South Africa PO Box 5207
Registration number 1998/017276/06 Rydall Vale Park
Share code: ADI La Lucia Ridge Office Estate
ISIN: ZAE000113163 Durban 4019
("Adapt IT" or "the company" or "the group")
TRANSFER SECRETARY
DIRECTORS Computershare Investor Services Proprietary Limited
Craig Chambers* (Chairman) PO Box 61051, Marshalltown, 2107
Sbu Shabalala (Chief Executive Officer) T +27 (0) 11 370 5000
Tiffany Dunsdon (Commercial Director) F +27 (0) 11 688 5200
Nombali Mbambo (Chief Financial Officer)
Bongiwe Ntuli* SPONSOR
Catherine Koffman* Merchantec Capital
Oliver Fortuin*
* Independent non-executive director COMPANY SECRETARY
Statucor Proprietary Limited
REGISTERED OFFICE 22 Wellington Road
5 Rydall Vale Office Park Parktown
Rydall Vale Crescent 2193
La Lucia Ridge
4019 AUDITORS
KwaZulu-Natal Deloitte & Touche
South Africa
ADAPT IT WEBSITE
www.adaptit.co.za
Durban
18 August 2016
www.adaptit.co.za
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