Wrap Text
Abridged Audited Financial Statements And Notice Of Annual General Meeting
Grand Parade Investments Limited
Registration number: 1997/003548/06
Share code: GPL
ISIN: ZAE000119814
("GPI" or "the Company" or "the Group")
ABRIDGED AUDITED FINANCIAL STATEMENTS
SALIENT FEATURES
120% increase in headline earnings from continuing operations (cents per share)
30 June 2016 30 June 2015
1.99 (10.17)
521% increase in basic earnings from continuing operations(cents per share)
30 June 2016 30 June 2015
43.01 (10.21)
11% increase in intrinsic NAV(cents per share)
30 June 2016 31 December 2015
681 615*
24% reduction in debt equity ratio
30 June 2016 30 June 2015
27.1% 35.5%
*The intrinsic net asset value comparative has been based on the intrinsic net asset value reported in the 31 December 2015 interim results and therefore only
represents a six-month movement in the intrinsic net asset value between 31 December 2015 and 30 June 2016. The intrinsic net asset value is before head office costs
and CGT implications.
INTRODUCTION
GPI's major investments in the Food and Gaming & Leisure industries are all exposed to the South African consumer, who has come under unprecedented pressure over the
past year. The consumer has faced a perfect storm of headwinds with rising food prices, fuel prices, interest rates and a zero-growth economy. GPI's investments have
held their own in extremely tough trading conditions with significantly better results in the current year. As a result, headline earnings per share from continuing
operations increased by 120% to 1.99 cents compared against a loss of 10.17 cents per share last year. The improved results indicate that the early stage food
investments are migrating towards profitability, having reached a level of maturity where the scale of the businesses and resultant synergies allow for better
efficiencies.
The past year has once again been a very active year for GPI on the investment front, resulting in a significant realisation of its investments. A further 25.0% of GPI
Slots was sold to Sun International for R270.3 million and a 10.0% holding of SunWest and Worcester Casino to Tsogo Sun for R675.0 million. After the requisite taxes,
GPI netted R858.7 million in cash from the two disposals. The proceeds from the disposals to Tsogo Sun will be received in equal instalments of R37.5 million per month
until September 2017.
As highlighted in the interim results for the six months ended 31 December 2015, GPI will utilise the proceeds to reduce its gearing to levels appropriate in the
current economy. To this end, GPI utilised the proceeds from the GPI Slots disposal to reduce its debt facilities by R178.9 million during the year. It will continue to
reduce its debt facilities over the next year and is targeting a debt equity ratio of 18.0% by 30 June 2017.
INVESTMENT ACTIVITIES
Over the past year, the Group continued to restructure its investment portfolio in line with its strategy of increasing its investments in food, moving towards
strategic investments in gaming & leisure and divesting from non-core investments. As a result the Group concluded a number of transactions during the year and the
details of the material transactions have been disclosed below.
FOOD
During the year, the Group continued to expand and increase its investments in the food industry. The Group expanded its restaurant brands by acquiring the master
franchise licences for two of the world's leading Quick Service Restaurant (QSR) brands in DUNKIN' DONUTS and BASKIN-ROBBINS.
The Group also acquired control of Grand Foods Meat Plant, the production facility which produces all of Burger King's beef burger patties. The details of these
transactions are as follows:
Acquisition of Master Franchise Rights for Dunkin' Donuts and Baskin-Robbins:
On 22 January 2016, GPI acquired the South African Master Franchise licenses of Dunkin' Donuts and Baskin-Robbins for a combined cost of R12.3 million. The licences
extend for an initial period of 10 years with an option to extend for a further 10 years. Dunkin' Donuts is one of the world's leading coffee and bakery chains, with
over 11 500 restaurants in 40 countries. The terms of the Dunkin' Donuts licence require that GPI opens 8 corporate-owned restaurants and 210 franchised restaurants
over 10 years.
Baskin-Robbins is the world's largest chain of speciality ice cream stores, with 7 600 stores in 50 countries. The terms of the Baskin-Robbins licence require that GPI
opens 71 corporate-owned stores over a 10 year period. The master franchise licences of both Dunkin' Donuts and Baskin-Robbins give GPI the right of first refusal to
enter Namibia, Botswana, Zambia and Mauritius.
Acquisition of Grand Foods Meat Plant
On 26 October 2015, the Group acquired a further 65.0% of Grand Foods Meat Plant from Excellent Holdings (Pty) Ltd and Nadesons Investments (Pty) Ltd (Nadesons
Investments) for R35.8 million. Prior to the acquisition, the Group held 35.0% of the investment indirectly through Burger King, the acquisition increased the Group's
effective holding to 96.9% and gave it control of the investment. Grand Foods Meat Plant was consolidated into the Group from the effective date of the acquisition and
the Group recognised a fair value gain of R18.7 million on its existing 35.0% holding on consolidation.
GAMING & LEISURE
When the Group concluded the agreement to dispose of up to 70.0% of GPI Slots in 2014, it signalled the Group's move away from holding controlling interests in its
Gaming & Leisure investments. During the year, the second tranche disposal of 25.0% of GPI Slots was concluded and resulted in the Group losing joint control of the
investment and moving into a minority holding, with significant influence, with the investment now being controlled by Sun International.
In addition, the Group concluded two material transactions relating to its casino investments, SunWest and Worcester Casino (Pty) Ltd (Worcester Casino). The first was
to recapitalise Worcester Casino. As a result of the recapitalisation, Worcester Casino has eliminated its debt burden and reported a profit for the year. This has
been a significant shift for the investment, which had consistently been reporting losses.
The second transaction was to dispose of a 10.0% holding in both SunWest and Worcester Casino to Tsogo Sun Gaming (Pty) Ltd (Tsogo). The disposals represented a
realisation of significant value for the Group and even more compelling was that the Group's control over SunWest was not affected. The details of these transactions
are as follows:
GPI Slots disposal
On 5 April 2016, GPI concluded the second tranche disposal of 25.0% of GPI Slots to Sun International for R270.3 million. The Group has recognised a R55.3 million
profit on the sale in the profit from continuing operations. The disposal resulted in GPI losing joint control of GPI Slots and as a result GPI has classified the
30.0% holding in the investment, which it will ultimately retain once all the disposal tranches have been concluded, as an Investment in Associate in the Statement of
Financial Position.
Recapitalisation of Worcester Casino
On 16 October 2015, GPI acquired an additional 2.6 million shares in Worcester Casino for R30.1 million as part of a rights issue. Worcester Casino raised a total of
R120.0 million in the rights issue and utilised the proceeds to reduce its debt facilities. The reduction of the debt facilities has improved the profitability of
Worcester Casino significantly and as a result the Group was able to recognise a carrying value on the investment and will be able to recognise the earnings from the
investment as equity-accounted earnings in the profit from continuing operations.
The Group recognised R0.9 million in earnings from Worcester Casino for the year. However, in order to recognise these earnings, the Group was required to recognise
all losses which were incurred by Worcester in previous financial years, which the Group was not able to recognise because the investment had been impaired to a nil
value. As a result, a once-off loss of R9.1 million was recognised in equity-accounted earnings during the year.
Disposal of a 10.0% holding in SunWest and Worcester Casino
On 29 June 2016, the Group sold a 10.0% economic interest in SunWest to Tsogo for R642.5 million. In addition the Group disposed of a
10.0% economic and voting interest in Worcester Casino, also to Tsogo for R32.5 million.
It was agreed that the combined proceeds of R675.0 million would be paid through an upfront instalment of R112.5 million, which the Group received on 30 June 2016,
with the balance of R562.5 million to be paid in 15 equal instalments of R37.5 million between July 2016 and September 2017. As a result of the deferred receipt of the
proceeds, the Group has recognised the proceeds at their present value of R640.9 million at 30 June 2016 of which R528.4 was deferred. As a result of the sale, a
reversal of impairment (gain) of R21.4 million relating to Worcester Casino was recognised in profit from continuing operations.
NON-CORE INVESTMENTS
During the year, the Group reclassified a number of investments as non-core investments. Essentially these are all the investments which do not fall into either the
Food or Gaming & Leisure segments. The Group is investigating ways in which it can effectively divest from these investments. During the year the following non-core
investment was disposed.
Properties
On 9 June 2016, the Group entered into a agreement to sell its office building in Gauteng to GPI Slots.
Group Financial Review
The Group uses headline earnings to assess the underlying investments' contribution to the Group's earnings. The reason for using headline earnings is that it
eliminates the one-off effects of the Group's investment activities and therefore provides a comparable view of the Group's continuing earnings.
The Group's headline earnings have come under pressure since its initial investment into Food during the 2013 financial year with the total headline earnings per
share declining from 18.23 cents per share for the year ended 30 June 2013 to 1.99 cents per share in the current year. However, to fully understand the earnings
profile of the Group over this period, the headline earnings per share must be split between the earnings from continuing operations and the earnings from discontinued
operations. The table below depicts this split and shows the earnings profile of the earnings from continuing operations, which came under significant pressure in the
years ending 30 June 2013 (10.53 cents loss per share), 30 June 2014 (22.97 cents loss per share) and 30 June 2015 (10.17 cents loss per share). However, the earnings for
current year ended 30 June 2016 shows a return to profitability with 1.99 cents per share as a result of a significant improvement in the operating performance of the
food, related investments and, in particular, Burger King. Therefore, while the combined headline earnings per share decreased by 81% from 10.53 cents last year to 1.99
cents this year, the headline earnings per share from continuing operations increased by 120% from 10.17 cents loss to 1.99 cents profit in the current year.
The table below shows the contribution each investment made to the Group headline earnings:
Restated*
12 months 12 months
ended ended
30 June 2016 30 June 2015 Var Var
R'000s R'000s R'000s %
Food (33 895) (75 014) 41 119 55
Burger King (29 938) (62 634) 32 696 52
Dunkin Donuts (3 713) - (3 713) -
Baskin-Robbins (1 856) - (1 856) -
Spur (5 816) (5 886) 70 1
Mac Brothers 7 493 (5 727) 13 220 231
Grand Foods Meat Plant (65) (767) 702 92
Gaming & Leisure 130 209 126 263 3 946 3
Sunwest 110 665 116 592 (5 927) (5)
GPI Slots 27 734 9 671 18 063 187
Worcester Casino (8 190) - (8 190) -
Central costs (73 508) (82 728) 9 220 11
Central costs (67 267) (76 261) 8 994 12
GPI Properties (6 241) (6 467) 226 4
Non-core Investments (13 421) (16 169) 2 748 17
Grand Sport (7 455) (8 168) 713 9
Grand Tellumat (5 118) (3 746) (1 372) (37)
Grand Linkstate (848) (4 255) 3 407 80
Headline earnings/(loss) from continuing operations 9 385 (47 648) 57 033 120
Discontinued operations - 97 035 (97 035) (100)
Dolcoast - 5 030 (5 030) (100)
GPI Slots - 92 005 (92 005) (100)
Headline earnings for the year 9 385 49 387 (40 002) (81)
Basic EPS (cents) 43.01 142.72 (99.71) (70)
Continuing operations 43.01 (10.21) 53.22 521
Discontinued operations - 152.93 (152.93) (100)
Headline EPS (cents) 1.99 10.53 (8.54) (81)
Continuing operations 1.99 (10.17) 12.16 120
Discontinued operations - 20.70 (20.70) (100)
*Refer to Note 31 of the Consolidated Annual Financial Statements.
DIVIDENDS
On 13 April 2016, GPI declared an ordinary dividend of 15.0 cents per share in respect of the profits relating to the 2015 financial year, which amounted to R71.5
million. GPI's strategy is to remain a dividend-active Company and the possibility of declaring a dividend relating to 2016 profits will be considered once future cash
flows can be determined with more certainty.
CAPITAL STRUCTURE
The Group has recognised that while its Food investments are in its early or start-up phase and currently not contributing to the Group's earnings, the Group should
be taking a conservative view on its gearing. Over the past 36 months, the Group increased its gearing levels from 11% to in excess of 35.0%, in order to fund the
start-up of its Food businesses and, in particular, Burger King.
As a result of the Group's part disposals in its gaming and leisure investments, it has generated a significant amount of proceeds which amongst other initiatives,
will also be used to reduce the overall gearing in the Group, in line with the lower end of the Group's targeted debt equity range of between 20.0% and 35.0%. At 30
June 2016, the Group had used some of the proceeds from the second tranche disposal of GPI Slots to reduce its current debt levels by R178.9 million to R642.9 million.
This has resulted in a reduction in the debt equity ratio of 8.4% from 35.5% last year to 27.1%.
At year-end, the Group's debt equity ratio is within the target range. However, the Group has committed to utilising a portion of the proceeds from its part disposal
of SunWest to repay the full Standard Bank credit facility of R225.0 million over the 12-month period between 1 July 2016 and 30 June 2017, which will have the effect
of further reducing the debt equity ratio.
The local political and economic environment has caused a lot of uncertainty in the local credit markets and the Group's exposure to the South African consumer has
created further uncertainty around the Group which has resulted in a significant increase, over the past year, in the cost of debt available to the Group. Therefore,
as part of the debt reduction process, the Group has identified the facilities which are relatively cheap in comparison to the prevailing market rates and will look to
retain those facilities, such as the Spur preference share facilities. The facilities which are being reduced are the Group's most expensive facilities and are costly
in comparison to the prevailing market rates.
Movement
30 June 2016 30 June 2015
R'000s R'000s R'000s %
HOLDING COMPANY FACILITIES 459 671 662 211 (202 540) (31%)
SunWest Preference shares - 132 880 (132 880) (100%)
SunWest Credit facilities 225 000 302 000 (77 000) (25%)
Spur Preference shares 234 671 227 331 7 340 3%
SUBSIDIARY FACILITIES 183 191 159 541 23 650 15%
GPI Properties Term loans (Mortgage) 131 999 109 569 22 430 20%
Mac Brothers Finance leases 16 486 18 612 (2 126) (11%)
GF Meat Plant Finance leases 32 235 - 32 235 100%
Burger King Finance leases 1 898 1 360 538 40%
Dunkin Donuts Finance leases 434 - 434 100%
GPI Management Finance leases 139 - 139 100%
Burger King Related-party Loans - 30 000 (30 000) (100%)
Total debt 642 862 821 752 (178 890) (22%)
Debt/equity
27.1% 35.5% 8.4% 24%
INTRINSIC NET ASSET VALUE (inav) AT 30 JUNE 2016
JSE Code GPL
Share price at 30 June 2016 (cents) 350
Shares outstanding (excl Treasury Shares) (m) 464
Market Capitalisation at 30 June 2016 (R'm) 1 537
iNAV at 30 June 2016 (cents) 681
Book Value NAV at 30 June 2016 (cents) 499
As at 30 June 2016, GPI management has valued the GPI Group on a sum of the parts (SOTP) basis at 681 cents per share (excluding head office costs and CGT impact).
This represents a 10.7% increase in the intrinsic net asset value in the six months since 31 December 2015, where management's valuation of the Group was 615 cents per
share (excluding head office costs and CGT impact).
The GPI share closing price at 30 June 2016 was 350 cents per share, which when compared against the year-end iNAV implies it is trading at a 49% share price discount.
The table below provides a detailed breakdown of the 30 June 2016 iNAV by investment:
Valuation 100% GPI Related
Metho- Equity GPI Equity Holding Co Intrinsic %
dology value holding value borrowings NAV of
Company R'000s R'000s % R'000s R'000s R'000s portfolio
FOOD INVESTMENTS 1 102 083 (235 525) 867 222 27%
Burger King DCF 659 408 91.1% 600 721 - 600 721 19%
Dunkin Donuts(1) - - 100.0% - - - -
Baskin-Robbins(1) - - 100.0% - - - -
Traded
Spur price 3 352 061 10.0% 301 704 (235 525) 66 179 2%
Mac Brothers DCF 117 790 100.0% 117 790 - 117 790 4%
GF Meat Plant DCF 85 186 96.9% 82 532 - 82 532 3%
GAMING & LEISURE INVESTMENTS 1 650 369 (225 000) 1 425 369 45%
Sunwest EV/EBITDA 5 496 684 15.1% 829 999 (225 000) 604 999 19%
Worcester Casino EV/EBITDA 139 029 15.1% 20 993 - 20 993 1%
GPI Slots
- Discontinuing operations (19.9%)(3) Recent transaction 19.9% 263 815 - 263 815 8%
- Continuing operations (30%) EV/EBITDA 1 785 207 30.0% 535 562 - 535 562 17%
OTHER INVESTMENTS 347 674 (132 500) 215 174 7%
GPI Properties Various 347 674 100.00% 347 674 (132 500) 215 174 7%
NON-CORE INVESTMENTS 33 585 - 33 585 1%
GTM DCF 59 423 51.00% 30 306 - 30 306 1%
Grand Linkstate(4) Recent transaction 1 884 51.00% 960 - 960 0%
Grand Sports Cost - 100.00% - - - -
Atlas Gaming EV/EBITDA 46 827 4.95% 2 319 - 2 319 0%
Other Group Companies' cash & cash equivalents 57 958
Other Group Companies' net liabilities (excl Deferred Proceeds) (2,620)
Remaining proceeds from the part-sale of casino assets(5) 562,500
INAV: Ordinary Shareholders (pre-head office costs) 3 159 188
Number of issued ordinary shares ('000s) excluding treasury shares 464 005
INAV per share (cents) 681
1 Dunkin' Donuts and Baskin-Robbins are being carried at a nil asset value as neither of these brands have commenced operations. GPI paid R12.3 million for both
Master franchise licences and invested a further R5.6 million up to 30 June 2016 to fund the set-up costs of both the brands.
2 GPI Sold 10% of SunWest to Tsogo for R642.5 million which implies an equity value for 100% of SunWest of R6 425.0 million and an intrinsic net asset value for GPI's
remaining 15.1% holding of R745.2 million. GPI also sold 10% of Worcester Casino to Tsogo for R32.5 million which implies an equity value for 100% of Worcester Casino
of R325.0 million and an intrinsic net asset value for GPI's remaining 15.1% holding of R49.1 million. If the recent transaction values had been used as the basis for
valuation on both these investments, GPI's intrinsic net asset value would have increased to R3 276.6 million and the intrinsic net asset value per share would have
increased to 706 cents.
3 The proceeds from the third tranche disposal of GPI Slots is expected to be R263.8 million, the capital gains tax on disposal is expected to be R59.1 million and as
a result the net proceeds from the disposal are expected to be R204.7 million.
4 The recent transaction value represents the Group's portion of the proceeds agreed on the sale of Grand Linkstate; refer to the subsequent events section
of this report for further details on the sale. The proceeds represent a recovery of the Group's shareholder loan to Grand Linkstate and therefore no capital gains tax
will be raised on the disposal.
5 The total proceeds from the part-sale of Worcester Casino and SunWest amounted to R675.0 million. Tsogo paid an upfront instalment of R112.5 million on 29 June
2016, which GPI utilised on 30 June 2016 to pay R77,7 million in capital gains taxes related to the sale. The deferred proceeds at 30 June 2016 amounts to R565.5
million, which Tsogo will repay in 15 equal monthly instalments of R37.5 million starting on 15 July 2016 and ending on 1 September 2017.
The other Group Companies'assets and liabilities includes the remaining proceeds receivable of SunWest.
REVIEW OF INVESTMENTS' OPERATIONS
FOOD
BURGER KING
Stand-alone results for the year
Burger King continued its network expansion across South Africa during the year and added 24 new restaurants to the network, taking the total number of restaurants to
62 at 30 June 2016. The average monthly store revenues (ARS) reduced by 20% from R1.0 million last year to R0.8 million this year, largely as a result of the consumer
coming under significant pressure during the year as a result of the weak economy and rising prices. However, despite the pull back in the ARS, Burger King's total
revenue for the year increased by 56% from R307.8 million last year to R485.2 million this year.
The Food industry was negatively affected by the drought conditions throughout Southern Africa over the past year which resulted in significant increases in food
prices. However, as a result of the continued localisation on their inputs, Burger King showed improved gross margins. The restaurant operating model was optimised
during the year which resulted in an increase in the average restaurant EBITDA percentage from 0% last year to 3% this year and R17.9 million increase in the total
restaurant EBITDA from a loss of R1.3 million last year to a profit of R16.5 million for the year.
The depreciation and amortisation costs for the year of R45.4 million were R17.9 million higher than the R20.1 million cost incurred last year. The increase is as a
result of the network expansion during the year, where the average CAPEX per new restaurant opened during the period amounted to R7.7 million. The interest expense
increased significantly during the year from R0.6 million last year to R20.8 million this year as a result of interest being charged on the shareholder loan from GPI
with effect from 1 January 2016. A tax credit of R26.8 million has been recognised on the assessed loss for the year, which is 13% higher than the credit recognised
last year, as a result of the increases in the corporate costs, depreciation and inter-group interest charges. The increased charges also resulted in a 5% increase in
the net loss after tax for the year, which increased from R72.1 million last year to R75.9 million this year.
Investment's contribution to Group headline earnings for the year
Burger King's contribution to the Group headline earnings for the year amounts to a loss of R29.9 million (2015: R62.6 million loss), which is after the elimination of
inter-group profits of R12.5 million (2015: R0.1 million) and inter-group interest of R20.4 million (2015: Rnil); adding back non-controlling interests of R12.4
million (2015: R9.3 million), and profits on property, plant and equipment of R0.7 million (2015: Rnil).
DUNKIN' DONUTS AND BASKIN-ROBBINS
Dunkin' Donuts and Baskin-Robbins incurred combined costs of R5.6 million to acquire their respective master franchise licences and to setup their corporate head
offices. There were no material inter-group charges included in the costs and as a result the two brands contributed a loss of R5.6 million to the Group headline
earnings.
GRAND FOODS MEAT PLANT
Stand-alone results for the year
Grand Foods Meat Plant is exposed to Burger King indirectly through their agreement with Burger King's main supplier, Vector. As a result of Burger Kings's 56%
increase in revenue, Grand Foods Meat Plant's revenue increased by 120% from R31.4 million last year to R69.1 million this year. This resulted in a R0.1 million profit
after tax for the year, which was 107% higher than the R1.5 million net loss after tax incurred last year.
Investment's contribution to Group headline earnings for the year
Grand Foods Meat Plant's net profit after tax for the year of R0.1 million (2015: R1.5 million loss)
was reduced by R0.2 million (2015: R1.3 million added back) to take into consideration the share of profits relating to the majority shareholder during the period the
investment was held as an associate during the year. As a result of this adjustment, Grand Foods Meat Plant contributed a loss of R0.1 million (2015: R0.8 million
loss) to the Group headline earnings for the year.
MAC BROTHERS CATERING EQUIPMENT
Stand-alone results for the year
Mac Brothers increased their revenue by 15% to R267.7 million (2015: R233.9 million) as a result of a 28% increase in local catering equipment sales (excluding Burger
King) which increased from R103.1 million last year to R131.7 million this year, and a 47% increase in cold room and extraction sales which increased from R17.2 million
last year to R25.3 million this year. The operating costs for the year amounted to R66.2 million which is 29% higher than the operating costs of R51.5 million incurred
last year. The increase in costs is as a result of an increase in head count to support the increased operations and building rental charges.
The EBITDA for the year of R18.2 million is 107% higher than the R8.8 million EBITDA from last year. Deprecation for the year of R4.2 million increased by R1.7 million
and the interest costs of R3.7 million also increased by R1.7 million when compared to last year.
Net profit after tax for the year of R7.3 million increased by 78% from last year's net profit after tax of R4.1 million.
Investment's contribution to Group headline earnings for the year
Mac Brothers net profit after tax for the year of R7.3 million was reduced by R5.6 million to
eliminate inter-group profits for the year; increased by R1.3 million to eliminate the inter-group interest expense and by R4.5 million to eliminate the tax charge
related to the inter-group disposal of buildings. After these adjustments, Mac Brothers contributed a profit of R7.5 million to the Group headline earnings.
GAMING
SUNWEST
Stand-alone results for the year
SunWest's revenue for the year increased by 4% from R2 404.2 million last year to R2 488.0 million this year. Its EBITDA decreased by 0.2% to R941.8 million for the
year (2015: R943.5 million) and its net profit after tax decreased by 3.9% to R497.9 million for the year (2015: R515.3 million).
Grandwest
Grand West Casino's operations were negatively affected by the weak local economy and as a result only realised a 1.2% increase in its revenue to R2 178.0 million
(2015: R2 152.0 million). In addition, the interest costs for the year increased by 13% as a result of an increase in the debt facilities of R120.0 million during the
year. Grand West's net profit after tax for the year amounted to R497.9 million which is 3.7% lower than the net profit after tax of R516.8 million last year.
Table Bay Hotel
In contrast to GrandWest Casino, the Table Bay Hotel benefited from the weak rand value and increased their revenue by 23% to R310.3 million (2015: R252.5 million) and
their net profit after tax by 120% to R3.7 million for the year from a loss of R18.6 million last year.
Investment's contribution to Group headline earnings for the year
GPI's 25.1% share of SunWests earnings for the year amounts to R125.0 million, which were reduced by R2.0 million for transaction fees relating to the part disposal of
the investment during the year and by R12.5 million for the interest costs related to GPI's debt funding relating to the investment. The earnings were increased by
R0.2 million to eliminate GPI's share of SunWest's loss on disposal of property, plant and equipment to provide a profit contribution of R110.7 million to the Group
headline earnings for the year.
GPI SLOTS
Stand-alone results for the year
GPI Slots increased their revenue by 16.9% from R799.6 million last year to R934.7 million this year. This was as a result of an additional 155 Limited Pay-out Machines
(LPMs) being added to the national network during the year and a 9% increase in the average Gross Gaming Revenue (GGR) per machine per day from R660.0 last year to
R721.52 this year. During the year GPI Slots were able to control the rate at which their operating costs increased which resulted in their EBITDA percentage
increasing from 22.8% last year to 23.4% this year, and a 19% increase in their total EBITDA to R218.3 million (2015: R182.1 million). Their depreciation for the year
of R74.8 million was 28% higher than last year due to the increase in the number of active LPMs. Their finance costs for the year of R25.9 million also showed a
significant increase of 61% when compared to last years' costs of R16.1 million, which is due to the fact that interest was only charged on the shareholder loans for
six months of the prior year and for the full year this year. As a result of these increased costs, GPI Slots Net Profit Before Tax increased at a lower rate of 8% year
on year to R120.4 million (2015: R111.7 million). During the year GPI Slots recognised a deferred tax asset of R26.1 million on the assessed losses which had
previously been incurred in its Gauteng businesses, this resulted in a 63% reduction in its consolidated tax charge which reduced from R33.4 million last year to R12.2
million this year. The effect of the deferred tax recognition and the improved performance of GPI Slots resulted in a significant increase of 38% in its Net Profit
After Tax for the year to R108.2 million (2015: R78.3 million).
GPI Slots spent a total of R74.8 million during the year on CAPEX, which is 28% higher than last year where they spent a total of R58.6 million. The majority of the
CAPEX for the year was spent on Gaming Machines and Equipment (R69.9 million).
Investment's contribution to Group headline earnings for the year
GPI's 30.0% share of GPI Slots' earnings for the year amounts to R32.4 million, which was reduced by R2.0 million for transaction fees related to the part disposal of
the investment during the year and a change in the Capital gains rate used amounting to R2.7 million and as a result GPI Slots contributed a R27.7 million profit to
the Group headline earnings.
OTHER
CENTRAL COSTS
The Group's net central costs for the year amounted to R67.3 million, which is 12% lower than the central costs of R76.3 million last year as a result of on an
optimisation of the Group's head office costs.
SUBSEQUENT EVENTS
Disposal of properties
On 22 August 2016, the Group concluded an agreement for the sale of two industrial buildings, tenanted by Mac Brothers, for R59.5 million. The properties are situated
in Epping, Cape Town and in Sabenza in Johannesburg. Mac Brothers will enter into a long-term lease with the new owners on similar terms to their existing inter-group
lease which has market-related terms. The transfer of the title deeds have been submitted to the deeds office and the proceeds will only be paid on successful transfer
of the properties, which is expected to be concluded by November 2016. The Group will utilise the proceeds to repay the SCM Term Loan 2. The carrying value of the
properties at 30 June 2016 is R51.4 million.
On 31 August 2016, the Group concluded an agreement for the sale of its industrial building situated in Atlantis, Cape Town for R35.0 million. The title deed has been
submitted to the deeds office and the proceeds will only be paid on successful transfer of the property, which is expected to be concluded by November 2016. The Group
will use the proceeds to repay a portion of the SCM Term Loan 3. The carrying value of the property at 30 June 2016 is R22.8 million.
On 31 August 2016, the Group concluded an agreement for the sale of its industrial building situated in Goodwood, Cape Town for R5.7 million. The title deed has been
submitted to the deeds office and the proceeds will only be paid on successful transfer of the property, which is expected to be concluded by November 2016. The
carrying value of the property at 30 June 2016 is R6.8 million.
Disposal of Grand Linkstate
On 12 August 2016, the Group sold its 51.0% holding in Grand Linkstate to EOH Limited (EOH) for R0.9 million. The minority shareholders concurrently sold their 49.0%
holding to EOH for R0.9 million. The Group entered into a three-year service level agreement with EOH to provide the network and desktop support which Grand Linkstate
had provided to the Group.
Disposal of Grand Sport
On 1 September 2016, the Group sold its 100% holding in Grand Sport to GPI Slots for R10.0 million. The conclusion of the disposal is contingent on obtaining the
required approvals from the Western Cape Gambling and Racing Board, which is expected to be obtained before the end of December 2016.
Share repurchase
Between 1 July 2016 and 9 September 2016, the Group acquired 20.4 million GPI shares for R73.8 million. The shares are being held as treasury shares and were
acquired under the general authority granted by the shareholders at the AGM held on 2 December 2015.
RELATED-PARTY TRANSACTIONS
On 26 October 2015, the Group acquired 5.0% of GF Meat Plant from Nadesons Investments for R2.9 million. Hassen Adams and Alan Keet are both Executive Directors of GPI
and are affiliates of Nadesons Investments.
In addition to this transaction, the Group, in the ordinary course of business, entered into various transactions with related parties consistent with those as
reported at 30 June 2015. During the year, employees exercised share options with the strike price settled by both loan financing and cash.
DIRECTORATE
On 9 September 2016, Tasneem Karriem was appointed as an executive director. Tasneem has been part of the GPI executive management team since 20 July 2015 and has been
responsible for the corporate finance activities of the Group since joining. She will continue to lead the Group corporate finance activities in her capacity as an
Executive Director.
PROSPECTS
The upcoming financial year is going to be approached by the Group with a significant amount of optimism despite the anticipated strong headwinds caused by a sustained
weak local economy. The Group will continue to receive the monthly instalments of R37.5 million per month from Tsogo for the part disposal of SunWest and Worcester
Casino, and will receive a total of R450.0 million during the course of the 2017 financial year. The Group will utilise the proceeds to repay its R225.0 million
revolving loan facility which is expected to reduce its debt equity ratio to 17.6%.
The Group's focus during the next financial year will be on delivering on its strategy to grow its Food business which includes the continued improvement in the
profitability of Burger King, launching both DUNKIN' DONUTS and BASKIN-ROBBINS and unlocking the synergies between the various Food investments. In addition, the
Group will look to continue investing in Food businesses via premium restaurant brands and supply chain services and products to support the restaurant brands.
The Group will remain dividend active and will look to realign its dividend policy to align its ordinary dividends with the Group's earning profile.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June 2016
2016 2015
Note R'000s R'000s
Continuing operations
Revenue 772 344 502 012
Cost of Sales (385 229) (257 896)
Gross profit 387 115 244 116
Operating costs (462 788) (386 460)
Loss from operations (75 673) (142 344)
Profit from equity-accounted investments 144 168 134 894
Profit on disposal of investments 270 565 -
Reversal of impairment of investment 21 362 -
Impairment of investment (3 468) -
Remeasurement of investments 3 18 687 405
Depreciation (45 876) (23 638)
Amortisation (2 975) (2 039)
Profit/(loss) from continuing operations before finance costs and taxation 326 790 (32 722)
Finance income 23 660 21 236
Finance costs (72 537) (57 092)
Profit/(loss) before taxation from continuing operations 277 913 (68 578)
Taxation (85 394) 13 332
Profit/(loss) for the year from continuing operations 192 519 (55 246)
Discontinued operations
Profit after tax for the year from discontinued operations - 716 984
Profit for the year 192 519 661 738
Other comprehensive income
Items that will be reclassified subsequently to profit
Unrealised fair value adjustments on available-for-sale investments, net of tax 5 (37 009) 45 064
Reclassification of realised gain, net of tax - (1 056)
Total comprehensive income for the year 155 510 705 746
Profit/(loss) for the year from continuing operations attributable to:
- Ordinary shareholders 202 809 (47 892)
- Noncontrolling interest (10 290) (7 354)
Profit for the year from discontinued operations attributable to:
- Ordinary shareholders - 716 984
- Noncontrolling interest - -
192 519 661 738
Total comprehensive income attributable to:
- Ordinary shareholders 165 800 713 100
- Noncontrolling interest (10 290) (7 354)
155 510 705 746
Cents Cents
Basic earnings per share 4 43.01 142.72
- Continuing operations 43.01 (10.21)
- Discontinued operations - 152.93
Diluted earnings per share 4 42.80 140.87
- Continuing operations 42.80 (10.08)
- Discontinued operations - 150.95
Headline earnings per share 4 1.99 10.53
- Continuing operations 1.99 (10.17)
- Discontinued operations - 20.70
Diluted headline earnings per share 4 1.98 10.40
- Continuing operations 1.98 (10.03)
- Discontinued operations - 20.43
Ordinary dividend per share 15.00 20.00
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2016
2016 2015
Note R'000s R'000s
ASSETS
Non-current assets 2 189 326 2 315 008
Investments in jointly controlled entities 629 635 1 342 715
Investments in associates 327 768 -
Available-for-sale investment 307 355 350 064
Investment properties 69 798 84 010
Property, plant and equipment 626 045 431 578
Intangible assets 40 599 13 959
Goodwill 92 885 38 975
Deferred tax assets 95 241 53 707
Assets classified as held-for-sale 2 192 479 386 139
Current assets 842 970 621 956
Inventory 91 231 76 452
Deferred proceeds 528 445 -
Trade and other receivables 106 794 65 429
Related party loans 36 452 224 555
Cash and cash equivalents 65 594 242 309
Income tax receivable 14 454 13 211
Total assets 3 224 775 3 323 103
EQUITY AND LIABILITIES
Shares and reserves
Total equity 2 397 492 2 333 584
Ordinary shares 859 517 859 517
Treasury shares (105 971) (76 222)
Accumulated profit 1 626 255 1 494 635
Available-for-sale reserve at fair value 8 055 45 064
Share based payment reserve 9 636 10 289
Capital redemption reserve fund - 301
Non-Controlling interest (28 038) (17 575)
Total shareholders' equity 2 369 454 2 316 009
Non-current liabilities 381 448 469 056
Preference shares 232 560 332 424
Interest-bearing borrowings 102 096 102 136
Finance lease liabilities 38 103 17 895
Deferred tax liabilities 6 245 16 041
Provisions 2 444 560
Liabilities associated with assets held-for-sale 2 16 690 31 379
Current liabilities 457 183 506 659
Trade and other payables 149 955 112 680
Provisions 16 636 11 341
Bank overdraft 7 919 -
Preference shares 2 111 27 787
Interest-bearing borrowings 254 903 309 433
Finance lease liabilities 13 089 2 077
Related party loans - 30 000
Dividends payable 8 826 8 276
Income tax payable 3 744 5 065
Total equity and liabilities 3 224 775 3 323 103
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for year ended 30 June 2015
Available- Share- Capital
for-sale based redemption Non-
Ordinary Treasury Accumulated reserve at payment reserve controlling Total
share shares profits fair value reserve fund interest equity
R’000s R’000s R’000 R’000s R’000s R’000s R’000s R’000s
Balance at 30 June 2014 830 230 (72 709) 920 217 1 056 3 620 301 (9 407) 1 673 308
Total comprehensive income/(loss)
for the year – – 669 092 44 008 – – (7 354) 705 746
– Loss for the year from continuing operations – – (47 892) – – – (7 354) (55 246)
– Profit for the year from discontinuing operations – – 716 984 – – – – 716 984
– Other comprehensive income – – – 44 008 – – – 44 008
Dividends declared – – (108 041) – – – – (108 041)
Treasury shares acquired – (3 650) – – – – – (3 650)
Shares issued 29 366 – – – – – – 29 366
Share-based payment reserve expense – – – – 6 001 – – 6 001
IFRS 2 charge relating to equity-accounted investments – – – – 668 – – 668
Acquisition of subsidiary – – – – – – 36 309 36 309
Acquisition of non-controlling interest – – 13 367 – – – (37 123) (23 756)
Treasury shares allocated to employees – 137 – – – – – 137
Share issue expenses (79) – – – – – – (79)
Balance at 30 June 2015 859 517 (76 222) 1 494 635 45 064 10 289 301 (17 575) 2 316 009
Total comprehensive income/(loss)
for the year – – 202 809 (37 009) – – (10 290) 155 510
– Profit/(loss) for the year from continuing operations – – 202 809 – – – (10 290) 192 519
– Other comprehensive loss – – – (37 009) – – – (37 009)
Dividends declared – – (71 455) – – – – (71 455)
Treasury shares acquired – (40 330) – – – – – 1 915
IFRS 2 charge relating to equity-accounted investments – – – – 329 – – 329
Acquisition of non-controlling interest – – (6 700) – – – 4 700 (2 000)
Decrease of interest in subsidiary – – 4 873 – – – (4 873) –
Treasury shares allocated to employees – 10 581 1 792 – (2 897) – – 9 476
Release of capital redemption
reserve – – 301 – – (301) – –
Balance at 30 June 2016 859 517 (105 971) 1 626 255 8 055 9 636 – (28 038) 2 369 454
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 June 2016
2016 2015
Note R'000s R'000s
Cash flows from operating activities
Net cash utilised from operations (86 697) (176 663)
Income tax paid (145 145) (21 780)
Finance income 23 660 21 236
Net cash from operating activities of discontinued operations - 22 528
Net cash outflow from operating activities (208 182) (154 679)
Cash flows from investing activities
Acquisition of plant and equipment (179 926) (162 684)
Acquisition of land and buildings (23 027) (13 417)
Acquisition of investment properties (7 127) (40 160)
Acquisition of intangibles (30 269) (9 955)
Proceeds from disposal of property, plant and equipment 1 724 714
Loans advanced (4 842) (23 100)
Loan repayment received 192 367 112 123
Cash paid through business combinations 3 (39 259) (50 579)
Investments made (35 906) (316 436)
Consideration received from the disposal of investment 382 760 155 055
Dividends received 170 855 142 174
Net cash from investing activities of discontinued operations - 28 898
Net cash inflow/(outflow) from investing activities 427 350 (177 367)
Cash flows from financing activities
Dividends paid (70 905) (107 458)
Consideration on exercise of employee options 1 658 -
Treasury shares acquired (40 330) (3 650)
Acquisition of minority interest (2 000) -
Loans received 400 000 584 520
Repayment of loans (631 439) (10 088)
Share issue costs - (79)
Acquisition of non-controlling interest - (10 180)
Finance costs (60 786) (57 092)
Net cash from financing activities of discontinued operations - 1 213
Net cash inflow/(outflow) from financing activities (403 802) 397 186
Net increase/(decrease) in cash and cash equivalents (184 634) 65 140
Cash and cash equivalents at the beginning of the year 242 309 177 169
Total cash and cash equivalents at the end of the year 57 675 242 309
Total cash and cash equivalents at year end comprises: 57 675 242 309
Cash and cash equivalents 65 594 242 309
Overdraft (7 919) -
NOTES TO THE FINANCIAL INFORMATION
1. Basis of preparation and accounting Policies
The abridged audited Group financial statements for the period ended 30 June 2016 are prepared in accordance with the requirements of the JSE Listings Requirements
for abridged reports, and the requirements of the Companies Act applicable to summarised financial statements. The Listing Requirements require abridged reports to be
prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and the SAICA
Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and to
also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting.
The abridged Group financial statements do not include all the information required by IFRS for full financial statements and should be read in conjunction with the
2016 audited Group annual financial statements. The accounting policies applied in the preparation of the audited Group annual financial statements, from which the
abridged Group financial statements were derived, are in terms of IFRS and are consistent with the accounting policies applied in the preparation of previous audited
Group financial statements.
These abridged Group financial statements are not audited but are extracted from audited information. The audited Group annual financial statements were audited by
Ernst & Young Inc., who expressed an unmodified opinion thereon. The audited Group annual financial statements and the auditor's report thereon are available for
inspection at the Company's registered office. The Directors take full responsibility for the preparation of these abridged Group financial statements and the
financial information has been correctly extracted from the underlying audited Group annual financial statements.
These abridged Group financial statements have been prepared under the supervision of the Financial Director, Mr Dylan Pienaar CA(SA).
2. Assets held for sale
GPI Slots:
On 05 April 2016, the second of three tranches to dispose up to 70.0% of GPI Slots to Sun International was concluded. In this tranche the Group sold a 25% holding to
Sun International for R270.3 million, which reduced the Group's holding to 49.9%.The carrying amount was R215.0 million, which gave rise to a profit on disposal of
R55.3 million. In terms of the GPI Slots shareholders agreement, which came into effect on 30 December 2014, Sun International and the Group controlled GPI Slots
jointly, until such time as Sun International's holding increased above 50.0%, which occured once the second tranche disposal had been concluded. As a result, the
Group's control over GPI Slots moved to significant influence after the second disposal and the investment in GPI Slots have been classified as an investment in
associate.
19.9% of the 49.9% investment in GPI Slots represent the holding that the Group has committed to dispose in the third tranche and has continued to be recognised as an
investment held-for-sale subsequent to the second tranche disposal and the Group's loss of control of the investment.
30.0% of the 49.9% investment in GPI Slots represents the holding that the Group has not committed to sell and has been recognised as a investment in associate under
non-current assets.
21 Friesland Drive
During the year the Group entered into an agreement to sell the property situated at 21 Friesland Drive to GPI Slots.
The assets and liabilities included in assets classified as held-for-sale and liabilities associated with assets held-for-sale are as follows:
GPI Slots 21 Friesland Drive Total
2016 2015 2016 2015 2016 2015
R'000s R'000s R'000s R'000s R'000s R'000s
ASSETS
Non-current assets
Investment in jointly controlled entities - 386 139 - - - 386 139
Investment in associate 171 140 - - - 171 140 -
Investment property - - 21 339 - 21 339 -
Assets classified as held-for-sale 171 140 386 139 21 339 - 192 479 386 139
Non-current liabilities
Deferred tax liabilities 16 690 31 379 - - 16 690 31 379
Liabilities associated with assets held-for-sale 16 690 31 379 - - 16 690 31 379
Net assets 154 450 354 760 21 339 - 175 789 354 760
3. Business Combination
3.1Current year business combination
Grand Foods Meat Plant
On 26 October 2015, the Group acquired a further 65% shareholding of GF Meat Plant for R35.8 million, including R3.3 million for repayment of the shareholder loan,
increasing its effective shareholding to 96.9%. The increased holding gave the Group control of the investment that had been previously classified as an investment in
associate. As a result, GF Meat Plant was consolidated into the Group results with effect from 26 October 2015.
The initial 35% investment was increased to its fair value of R17.5 million resulting in a fair value gain of R18.7 million being recognised in profit or loss from
continuing operations. The key unobservable inputs were a discount rate of 19.0% and a terminal growth rate of 5.5%.
All the assets purchased and the liabilities assumed in the acquisition were identified at their fair values and were recognised separately from goodwill. No
intangible assets were recognised during the identification process. Goodwill of R53.9 million was recognised as part of the business combination and represents the
expected value creation within GF Meat Plant as a result of the opportunity to trade with Burger King during their expansion.
The table below provides an analysis on the values recognised:
26 October 2015
R'000s
Economic and voting interest acquired 65%
Revenue since acquisition 44 739
Profit since acquisition (65)
Revenue if acquired 1 July 2015 69 052
Profit if acquired 1 July 2015 (51)
Identifiable assets and liabilities
Property, plant and equipment 34 604
Deferred tax asset 813
Inventory 6 675
Trade and other receivables 5 093
Net cash balances (3 459)
Finance lease liability (35 356)
Trade and other payables (1 180)
Total identifiable net assets at fair value 7 190
Calculation of goodwill
Existing equity interest at fair value 17 500
Cash paid in respect of acquisition 35 800
Elimination of intra-group loan 7 800
Less: Total identifiable net assets at fair value (7 190)
Goodwill 53 910
Analysis of cash flow on acquisition
Net cash acquired on acquisition (3 459)
Cash paid in respect of acquisition (35 800)
Net cash outflow (39 259)
4. Basic and diluted earnings per share
Basic earnings per share amounts are calculated by dividing the net profit for the year attributable to ordinary equity holders of the Company by the weighted average
number of ordinary shares (WANOS) in issue during the year.
Diluted earnings per share amounts are calculated by dividing the net profit for the year attributable to ordinary shareholders by the diluted WANOS in issue.
Headline earnings per share amounts are calculated by dividing the headline earnings for the year attributable to ordinary shareholders by the WANOS in issue for the
year.
Diluted headline earnings per share amounts are calculated by dividing the headline earnings for the year attributable to ordinary shareholders by the diluted WANOS in
issue for the year.
2016 2015
R'000s R'000s
4.1Reconciliation of the profit for the year
Basic and diluted earnings per share reconciliation
Profit for the year 192 519 661 738
- Continuing operations 192 519 (55 246)
- Discontinued operations - 716 984
Non-controlling interest 10 290 7 354
Profit for the year attributable to ordinary shareholders 202 809 669 092
4.2Reconciliation of headline earnings for the year
Profit for the year attributable to ordinary shareholders 202 809 669 092
Profit on sale of investments (158 621) (30 475)
Gain on deconsolidation of subsidiary - (589 474)
Profit on sale of discontinued operation - -
Impairment of investments 2 691 -
Reversal of impairments (21 362) -
Loss on disposal of plant and equipment and intangibles 769 75
Remeasurement of investment (17 023) (405)
Adjustments by jointly controlled entities 122 574
- Loss on disposal of plant and equipment 122 574
Headline earnings 9 385 49 387
4.3Reconciliation of WANOS - net of treasury shares 000s 000s
Shares in issue at beginning of the year 470 076 466 171
Shares repurchased during year weighted for period held by Group (497) (202)
Shares issued during the year weighted for period in issue 2 003 2 853
471 582 468 822
4.4Reconciliation of diluted WANOS - net of treasury shares 000s 000s
WANOS in issue - net of treasury shares 471 582 468 822
Effects of dilution from:
- Share options 2 274 6 160
Diluted WANOS in issue - net of treasury shares 473 856 474 982
2016 2015
R'000s R'000s
Cents Cents
4.5Statistics
Basic earnings per share 43.01 142.72
- Continuing operations 43.01 (10.21)
- Discontinued operations - 152.93
Diluted earnings per share 42.80 140.87
- Continuing operations 42.80 (10.08)
- Discontinued operations - 150.95
Headline earnings per share 1.99 10.53
- Continuing operations 1.99 (10.17)
- Discontinued operations - 20.70
Diluted headline earnings per share 1.98 10.40
- Continuing operations 1.98 (10.03)
- Discontinued operations - 20.43
5. Fair value measurement
Effective Holding
Investment 2016 2015 Description of business
Spur 10.00% 10.00% Spur Corporation operates a franchise
restaurant business with six brands in
South Africa and internationally.
Atlas Gaming 4.95% 0.00% Atlas Gaming is a gaming software and
machine development Company based in
Melbourne, Australia.
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: Other techniques for all inputs have a significant effect on the recorded fair value and are observable, either directly or indirectly.
Level 3: Techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
5. Fair value measurement (continued)
As at 30 June, the Group held the following instruments measured at fair value:
Level 1 Level 2 Level 3 Total
2016 R'000s R'000s R'000s R'000s
Available-for-sale investment - Spur1 - - 305 036 305 036
Available-for-sale investment - Atlas Gaming 2 319 2 319
Total - - 307 355 307 355
Level 1 Level 2 Level 3 Total
2015 R'000s R'000s R'000s R'000s
Available-for-sale investment - Spur1 - - 350 064 350 064
Total - - 350 064 350 064
Spur Atlas Gaming Total
2016 2015 2016 2015 2016 2015
R'000s R'000s R'000s R'000s R'000s R'000s
Opening balance 350 064 - - - 350 064 -
Acquisitions - 294 657 5 787 - 5 787 294 657
Impairment - - (3 468) - (3 468) -
Unrealised fair value (losses)/
gains on available-for-sale investments
Unrealised fair value (losses)/ (45 028) 55 407 - - (45 028) 55 407
gains on available-for-sale investments (37 009) 45 064 - - (37 009) 45 064
Deferred tax (8 019) 10 343 (8 019) 10 343
305 036 350 064 2 319 - 307 355 350 064
1 Available-for-sale investment - Spur
The carrying value of the investment in Spur at 30 June 2016 of R305.0 million is made up of the original acquisition price of R294.7 million and fair value
adjustments of R10.3 million (2015: R55.4 million). The Group's investment in Spur is subject to a trading restriction linked to the Group's empowerment credentials.
The restriction expires on 29 October 2019, after which the instrument may be traded without restriction. The fair value of the investment has been measured by
applying a tradability discount of 3% per year remaining on the restriction against the market price of Spur, as quoted on the JSE. The tradability discount was
determined with reference to the agreements which govern the trading restrictions and industry standards applied to empowerment transactions. As the terms of the
trading restrictions are unobservable the instrument has been classified under level 3, had the trading restrictions not been in place, the instrument would have been
classified under level 1. A change of 1.0% in the discount rate used to determine the fair value at the reporting date would have increased/decreased other
comprehensive income after tax by R2.6 million (2015: R3.2 million).
6. Segment analysis
The chief decision-makers are considered to be the members of the GPI Executive Committee, who review the Group's internal reporting firstly by industry and secondly
by significant business unit. The chief decision-makers do not review the Group's performance by geographical sector and therefore no such disclosure has been made.
During the current year, the Group's internal reporting changed to reflect certain cost (mainly IT and rental costs) before the effect of consolidation eliminations and
as a result the measurement basis for segment information changed. The chief decision-makers also reassessed the segments and as a result identified the following
segments: Food, Gaming, Group costs and Non-core. The prior year results, in the segment report have been restated to reflect these changes.
Listed below is a detailed segment analysis:
Equity-
External revenue Inter-segment revenue1 Operating costs2 accounted earnings
Restated Restated Restated Restated
2016 2015 2016 2015 2016 2015 2016 2015
R'000s R'000s R'000s R'000s R'000s R'000s R'000s R'000s
Food 743 106 462 441 69 361 63 318 (378 995) (278 437) 28 (378)
Gaming and leisure - - - - (3 891) - 149 258 139 018
Group costs 16 237 33 145 247 731 439 717 (64 124) (94 309) - -
Non-core 13 001 6 426 9 873 7 458 (15 778) (13 714) (5 118) (3 746)
Continuing 772 344 502 012 326 965 510 493 (462 788) (386 460) 144 168 134 894
Dolcoast - 5 030 - - - - - -
National Manco - - - - - - - -
21 Friesland - - - - - - - -
GPI Slots - 393 276 - - - (67 070) - -
Held-for-sale/discontinuing - 398 306 - - - (67 070) - -
Net profit/
EBITDA (loss) Total Total
after tax assets liabilities
Restated Restated Restated Restated
2016 2015 2016 2015 2016 2015 2016 2015
R'000s R'000s R'000s R'000s R'000s R'000s R'000s R'000s
Food 2 709 (70 132) (26 193) (81 021) 1 063 457 849 387 (458 493) (379 117)
Gaming and leisure 136 866 139 018 83 014 126 197 1 472 928 1 513 325 - (135 997)
Group costs 249 073 (61 164) 150 856 (84 006) 464 910 531 998 (377 619) (458 509)
Non-core (13 007) (14 767) (15 158) (16 416) 31 001 42 254 (2 519) (2 092)
Continuing 375 641 (7 045) 192 519 (55 246) 3 032 296 2 936 964 (838 631) (975 715)
Dolcoast - 13 747 - 28 760 - - - -
National Manco - 1 381 - 1 381 - - - -
21 Friesland - - - - 21 339 - - -
GPI Slots - 707 576 - 686 843 171 140 386 139 (16 690) (31 379)
Held-for-sale/discontinuing - 722 704 - 716 984 192 479 386 139 (16 690) (31 379)
1 Transactions between segments are concluded at arm's length.
2 Certain costs are presented pre-elimination of intergroup charges.
3 The income tax expense is based on the net profit before tax and pre-elimination of intergroup charges.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of shareholders of GPI will be held on Tuesday, 6 December 2016, at 18:00
in the Ballroom, Table Bay Hotel, Breakwater Boulevard, Victoria Wharf Shopping Center, V&A Waterfront, Cape Town, Western Cape,
to transact the business stated in the notice of annual general meeting.
The notice of annual general meeting will be despatched to shareholders, together with the abridged audited financial statements
for the year ended 30 June 2016, on or around 19 September 2016 and will be available on the Company’s website
at www.grandparade.co.za from that date.
The date on which shareholders must be recorded in the share register of the Company for purposes of being entitled to attend
and vote at the annual general meeting is Friday, 25 November 2016, with the last day to trade being Tuesday, 22 November 2016.
13 September 2016
Sponsor: PSG Capital Proprietary Limited
Grand Parade Investments Limited will hold the annual results presentation on the following dates:
Johannesburg: Tuesday 13 September 2016 at 10:30
Cape Town: Wednesday 14 September 2016 at 10:30
Please refer to the invitation on the Company’s website that includes the dial in details and further information regarding the presentation.
www.grandparade.co.za
Live conference call numbers
Live Call Access Numbers For Participants
Country Access Number
Other Countries - International +27 11 535 3600
Other Countries - International +27 10 201 6800
South Africa - Johannesburg Neotel 010 201 6800
South Africa - Toll-Free 0 800 200 648
UK - Toll-Free 0808 162 4061
USA and Canada - Toll Free 1 855 481 5362
Playback Access Numbers - Playback Code 53041
Country Access Number
Other Countries - International +27 11 305 2030
South Africa 011 305 2030
UK - Toll Free 0 808 234 6771
USA and Canada - Toll Free 1 855 481 5363
Date: 13/09/2016 08:30:00 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.