Wrap Text
Condensed Unaudited Interim Results For The Six Months Ended 31 August 2016
Zeder Investments Limited
Incorporated in the Republic of South Africa
(Registration number: 2006/019240/06)
JSE Ltd ("JSE") share code: ZED
ISIN number: ZAE000088431
("Zeder" or "the group")
Condensed unaudited interim results for the six months ended 31 August 2016
HIGHLIGHTS
- SOTP value increased to R14.5bn or R8.40 per share as at 26 September 2016
- Successful internalisation of the management agreement
- Recurring headline earnings decreased by 3% to 14.9 cents per share
- Headline earnings increased by 134% to 14.3 cents per share
OVERVIEW
Zeder is an investor in the broad agribusiness industry, with a specific focus on
the food and beverage sectors. Its underlying investment portfolio was valued at
R15.0bn at 31 August 2016. Zeder's 27.2% interest in Pioneer Foods remains its
largest investment, representing 66.1% (29 February 2016: 60.9%) of the portfolio.
STRATEGY
Zeder is a long-term investor that owns large, strategic stakes in companies. It
plays an active role in the underlying portfolio companies and assists with the
determination of appropriate strategies. During the period under review, Zeder
maintained its strategy of "Internal Focus" and continued to dedicate most of its
efforts to existing portfolio investments. This strategic focus has delivered
satisfactory results and will be maintained as Zeder continues to drive for growth
from its investment platforms. New opportunities are continuously evaluated and
investments will be made when opportune.
INTERNALISATION OF MANAGEMENT AGREEMENT
On 29 August 2016, Zeder shareholders voted in favour of acquiring the rights to
the management agreement from PSG Group in exchange for the issue of 207 661 758
Zeder shares, representing a 12% equity interest. All conditions precedent were
satisfied during September 2016 and the implementation of the transaction
finalised. PSG Group's shareholding in Zeder has consequently increased from 34.5%
to 42.4%, with no further management fees payable to PSG Group in terms of this
agreement.
This transaction should yield positive results for Zeder shareholders. On a
like-for-like basis Zeder's free cash flow will improve significantly while the
large historical discount between Zeder's share price and sum-of-the-parts ("SOTP")
value per share should, in theory, decrease. This should result in a higher Zeder
dividend, facilitate scrip transactions when opportune and enable Zeder to introduce
further gearing for making investments. The existing PSG Group representatives
continue to serve on both the Zeder Executive Committee and Zeder Board and assist
in determining strategy and making investment decisions for a nominal fee of R5m
per annum, escalating annually at a rate equal to the consumer price index.
PSG Group remains the largest shareholder in Zeder.
PERFORMANCE OF PORTFOLIO COMPANIES
The first six months of Zeder's results is characterised by the annual input-cost
and softer consumer sales cycle associated with many of the agriculture and food
related investments. As a result, this period usually represents the lesser half of
earnings. In the period under review, challenging conditions in the macro
environment persisted. Positive earnings growth from Pioneer Foods, Kaap Agri and
Agrivision were partially offset by declines from Capespan, Zaad and Quantum Foods.
The strength of our companies and management teams, combined with a defensive
portfolio mix, should contribute to the continued sustainability of results.
FINANCIAL RESULTS
The two key benchmarks which Zeder believes to measure performance by are SOTP value
per share and recurring headline earnings per share.
SOTP
Zeder's SOTP value, calculated using the quoted market prices for all JSE-listed
investments, and market-related valuations for unlisted investments, increased
by 18% to R14.4bn as at 31 August 2016 following a strong recovery in
Pioneer Foods' share price. At the close of business on Monday, 26 September 2016,
Zeder's SOTP value was R14.5bn or R8.40 per share.
29 Feb 2016 31 Aug 2016 26 Sep 2016
Interest Interest Interest
Company (%) Rm (%) Rm (%) Rm
Pioneer Foods 27.2 7 574 27.2 9 903 27.2 10 108
Capespan 96.6 2 027 98.1 2 064 98.1 2 064
Zaad 92.3 1 246 92.9 1 310 92.9 1 310
Kaap Agri 39.4 758 39.6 880 39.6 880
Agrivision 55.9 614 55.9 614 55.9 614
Quantum Foods 26.4 168 26.4 173 26.4 173
Other 44 42 42
Total investments 12 431 14 986 15 191
Cash 118 2 2
Other net liabilities (324) (607) (648)
SOTP value – pre mgmt fee liability 12 225 14 381 14 545
Mgmt fee liability * (1 667) (1 961)
SOTP value – post mgmt fee liability 10 558 12 420 14 545
Number of shares in issue (million) 1 523 1 523 1 731
SOTP value per share – pre mgmt fee
liability (rand) 8.03 9.44
SOTP value per share – post mgmt fee
liability (rand) 6.93 8.15 8.40
* Calculated as the aforementioned 12% newly issued Zeder shares multiplied by the
Zeder SOTP value per share.
Recurring headline earnings
Zeder's consolidated recurring headline earnings is the sum of its effective
interest in that of each of its underlying investments. The result is that
investments in which Zeder holds less than 20% and are generally not equity
accountable in terms of accounting standards, are included in the calculation of
consolidated recurring headline earnings, whilst once-off (i.e. non-recurring)
income and expenses are excluded. This provides management and investors with
a more realistic and transparent way of evaluating Zeder's earnings performance.
Audited Unaudited
29 Feb 2016 31 Aug 2015 31 Aug 2016
12 months 6 months 6 months
Rm Rm Rm
Recurring headline earnings from investments 805 314 314
Management (base) fee (155) (81) (75)
Net interest, taxation and other income and expenses (18) (8) (11)
Recurring headline earnings 632 225 228
Non-recurring headline earnings
Management (performance) fee (81)
Other (87) (55) (10)
Headline earnings 545 89 218
Non-headline items 237 (24) (4)
Attributable earnings 782 65 214
Weighted average number of shares in issue
(million) 1 490 1 458 1 523
Recurring headline earnings from investments per
share (cents) 54.0 21.5 20.6
Recurring headline earnings per share (cents) 42.4 15.4 14.9
Headline earnings per share (cents) 36.5 6.1 14.3
Attributable earnings per share (cents) 52.5 4.4 14.0
Recurring headline earnings from investments per share and recurring headline
earnings per share decreased by 4% to 20.6 cents and by 3% to 14.9 cents,
respectively, mainly due to the tougher trading conditions experienced at Capespan,
Zaad and Quantum Foods.
Headline earnings per share increased by 134% to 14.3 cents mainly as a result of no
performance management fee provided for during the period under review, as well as a
lower BEE charge incurred by Pioneer Foods.
Attributable earnings per share increased by 218% to 14.0 cents, a higher percentage
than headline earnings per share mainly due to non-headline losses incurred in the
comparative period in the prior year.
Management fees
For the period ended 31 August 2016, a base management fee was still payable to a
wholly-owned subsidiary of PSG Group in accordance with the previous management
agreement whereby the PSG Group subsidiary provided all investment, administrative,
advisory, financial and corporate services to a wholly-owned subsidiary of Zeder.
The base management fee of R75m (2015: R81m) was calculated as 1.5% p.a. of
Zeder's volume weighted average market capitalisation for the six months under
review.
PROSPECTS
Zeder will remain actively involved in its existing portfolio of companies, while
continuously seeking new opportunities. We believe that, despite inevitable
cyclicality, the agribusiness industry offers rewarding investment opportunities,
both locally and abroad. The structural change following the internalisation of the
management agreement bodes well for Zeder and we believe that the company and its
shareholders will benefit from same.
DIVIDEND
It is Zeder's policy to only declare a final dividend at year-end.
CONDENSED CONSOLIDATED INCOME STATEMENT
Unaudited Audited
Aug 16 Aug 15 Feb 16
6 months 6 months 12 months
Rm Rm Rm
Revenue 4 912 4 799 9 318
Cost of sales (4 201) (4 165) (7 759)
Gross profit 711 634 1 559
Income
Changes in fair value of biological assets 115 61 244
Investment income 26 24 47
Net fair value gains/(losses) 4 (20) (53)
Other operating income 17 13 51
Total income 162 78 289
Expenses
Management fees (note 3) (75) (162) (155)
Marketing, administration and other expenses (799) (656) (1 430)
Total expenses (874) (818) (1 585)
Net income from associates and joint ventures
Share of profits of associates and joint ventures 321 253 569
Net (loss)/profit on dilution of interest in associates (4) 258
Net income from associates and joint ventures 317 253 827
Profit before finance costs and taxation 316 147 1 090
Finance costs (104) (82) (180)
Profit before taxation 212 65 910
Taxation 34 (16) (122)
Profit for the period 246 49 788
Attributable to:
Owners of the parent 214 65 782
Non-controlling interests 32 (16) 6
246 49 788
EARNINGS PER SHARE AND NUMBER OF SHARES IN ISSUE
Earnings per share (cents)
Recurring headline from investments 20.6 21.5 54.0
Recurring headline 14.9 15.4 42.4
Headline (basic) (note 4) 14.3 6.1 36.5
Headline (diluted) 13.0 5.2 33.8
Attributable (basic) 14.0 4.4 52.5
Attributable (diluted) 12.8 3.6 49.4
Number of shares (million)
In issue 1 523 1 523 1 523
Weighted average (basic and diluted) 1 523 1 458 1 490
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Unaudited Audited
Aug 16 Aug 15 Feb 16
6 months 6 months 12 months
Rm Rm Rm
Profit for the period 246 49 788
Other comprehensive loss for the period, net of
taxation (144) (114) (132)
Items that may be subsequently reclassified
to profit or loss
Currency translation adjustments (156) (102) (131)
Share of other comprehensive profits/(losses) of
associates 12 (7) (8)
Cash flow hedges (4) (2)
Items that may not be subsequently reclassified
to profit or loss
(Losses)/gains from changes in financial and
demographic assumptions of post-employment
benefit obligations (1) 9
Total comprehensive income/(loss) for the period 102 (65) 656
Attributable to:
Owners of the parent 98 9 765
Non-controlling interests 4 (74) (109)
102 (65) 656
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Unaudited Audited
Aug 16 Aug 15 Feb 16
Rm Rm Rm
Assets
Non-current assets 9 664 8 524 9 182
Property, plant and equipment 1 601 1 399 1 562
Intangible assets 656 622 657
Biological assets (bearer plants) 313 260 279
Investment in ordinary shares of associates and
joint ventures 6 780 5 978 6 456
Loans granted to associates and joint ventures 64 40
Equity securities 47 47 50
Loans and advances 82 61 65
Deferred income tax assets 78 82 70
Employee benefits 43 35 43
Current assets 3 963 3 820 3 722
Biological assets (agricultural produce) 86 80 127
Inventories * 1 245 1 098 1 291
Debt securities 23
Loans and advances 22 4 2
Trade and other receivables * 2 045 1 834 1 575
Current income tax assets 24 21 20
Cash, money market investments and other cash
equivalents 541 783 684
Total assets 13 627 12 344 12 904
Equity and liabilities
Ordinary shareholders' equity 8 266 7 501 8 251
Non-controlling interests 360 463 442
Total equity 8 626 7 964 8 693
Non-current liabilities 1 529 1 624 1 474
Deferred income tax liabilities 80 102 102
Borrowings 1 238 1 320 1 166
Derivative financial liabilities 69 66 65
Employee benefits 142 136 141
Current liabilities 3 472 2 756 2 737
Borrowings 1 886 1 150 1 276
Trade and other payables * 1 501 1 546 1 328
Current income tax liabilities 31 13 62
Employee benefits 54 47 71
Total liabilities 5 001 4 380 4 211
Total equity and liabilities 13 627 12 344 12 904
Net asset value per share (cents) 542.7 492.5 541.8
Net tangible asset value per share (cents) 499.7 451.7 498.6
* Reclassified as set out in note 7.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Unaudited Audited
Aug 16 Aug 15 Feb 16
6 months 6 months 12 months
Rm Rm Rm
Ordinary shareholders' equity at beginning of
the period 8 251 7 133 7 133
Shares issued 610 610
Total comprehensive income for the period 98 9 765
Transactions with non-controlling interests 48 (175) (181)
Other movements 6 3 3
Dividends paid (137) (79) (79)
Ordinary shareholders' equity at end of the period 8 266 7 501 8 251
Non-controlling interests at beginning of
the period 442 608 608
Shares issued 21 365 365
Total comprehensive income/(loss) for the period 4 (74) (109)
Transactions with non-controlling interests (100) (415) (413)
Other movements 5 (1) 11
Dividends paid (12) (20) (20)
Non-controlling interests at end of the period 360 463 442
Total equity 8 626 7 964 8 693
Dividend per share (cents) 9.0
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited Audited
Aug 16 Aug 15 Feb 16
6 months 6 months 12 months
Rm Rm Rm
Cash generated from/(utilised by)
operations (note 6) (294) (343) 107
Investment income 92 84 267
Finance costs and taxation paid (119) (124) (254)
Net cash flow from operating activities (321) (383) 120
Acquisition of associates and joint ventures (38) (66) (58)
Acquisition of subsidiaries (note 5) (244) (275)
Acquisition of equity securities (5) (7)
Additions to property, plant and equipment (180) (128) (359)
Additions to intangible assets (39) (26) (95)
Proceeds from disposal of non-current assets held
for sale 13 13
Proceeds from disposal of property, plant and
equipment 2 16 48
(Loans granted to)/loans repaid by associates and
joint ventures (64) 253
Other (50) (262) (9)
Net cash flow from investing activities (369) (449) (742)
Capital contributions by non-controlling interests 21 365 365
Dividends paid to group shareholders (137) (79) (79)
Dividends paid to non-controlling interests (12) (20) (20)
Borrowings repaid (292) (81) (396)
Borrowings drawn 1 040 674 694
Other (51) (5) (6)
Net cash flow from financing activities 569 854 558
Net (decrease)/increase in cash and cash equivalents (121) 22 (64)
Exchange differences on cash and cash equivalents (22) (9) (22)
Cash and cash equivalents at beginning of the period 684 770 770
Cash and cash equivalents at end of the period 541 783 684
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. Basis of presentation and accounting policies
These condensed consolidated interim financial statements have been prepared in
accordance with the recognition and measurement principles of International
Financial Reporting Standards ("IFRS") as issued by the International Accounting
Standards Board, including IAS 34 Interim Financial Reporting; the SAICA Financial
Reporting Guides, as issued by the Accounting Practices Committee; the Financial
Reporting Pronouncements, as issued by the Financial Reporting Standards Council;
the requirements of the South African Companies Act, 71 of 2008, as amended; and
the Listings Requirements of the JSE.
The condensed consolidated interim financial statements do not include all of the
information required for full consolidated annual financial statements and should
be read in conjunction with the consolidated financial statements for the year
ended 29 February 2016.
The accounting policies applied in the preparation of these condensed consolidated
interim financial statements are consistent in all material respects with those
used in the prior financial year. The group adopted the various revisions to IFRS
which are effective for its financial year ending 28 February 2017; however,
these revisions have not resulted in material changes to the group's reported
financial interim results or disclosures.
In preparing these condensed consolidated interim financial statements, the
significant judgements made by management in applying the group's accounting
policies and the key sources of estimation uncertainty were similar to those
disclosed in the consolidated annual financial statements for the year ended
29 February 2016.
2. Preparation
These condensed consolidated interim financial statements were compiled under the
supervision of the financial director, Mr JH le Roux, CA (SA), and were not reviewed
or audited by the group's external auditor, PricewaterhouseCoopers Inc.
3. Management fees
Management fees were payable in terms of a management agreement to PSG Corporate
Services (Pty) Ltd ("PSGCS"), being a wholly-owned subsidiary and the appointed
nominee of PSG Group Ltd ("PSG Group"), Zeder's ultimate holding company (as
accounted for in terms of IFRS). In accordance with the management agreement, PSGCS
provided all investment, administrative, advisory, financial and corporate services
to the Zeder group of companies.
The management fees payable consisted of a base fee and a performance fee element.
The base fee was calculated at the end of every half-year as 1.5% p.a. (exclusive
of VAT) of Zeder’s volume weighted average market capitalisation for that half-year.
The performance fee was calculated at the end of the financial year as 20% p.a.
(exclusive of VAT) on Zeder’s share price outperformance of the GOVI-index yield
plus 4%, adjusted for dividends.
Effective 1 September 2016, the existing management agreement and functions were
internalised by Zeder against the issue of 207 661 758 new Zeder ordinary shares
("Issue Shares") to PSGCS ("the Internalisation"). The Issue Shares were issued at
a price equal to the volume weighted average price at which Zeder shares traded on
the JSE for the 30 trading days prior to the date of fulfilment of the last
outstanding condition precedent to the Internalisation, being 8 September 2016.
Pursuant to the Internalisation, payment of the existing management fee ceased with
effect from 1 September 2016 and consequently no further management fees will be
paid to PSG Group in terms of the above management agreement.
PSG Group remains the largest shareholder in Zeder and the existing PSG Group
representatives will continue to be involved on both Zeder’s executive committee
and its board to help determine strategy and help make investment decisions for at
least the next five years. A nominal fee of R5m per annum, escalating annually at
a rate equal to the consumer price index, will apply in respect of services rendered
in this regard.
Following the Internalisation, the management team of Zeder is now directly employed
by the Zeder group and their direct and other operating costs will be for the Zeder
group's account going forward.
4. Headline earnings
Unaudited Audited
Aug 16 Aug 15 Feb 16
6 months 6 months 12 months
Rm Rm Rm
Profit for the period attributable to owners
of the parent 214 65 782
Non-headline items 4 24 (237)
Gross amounts
Net loss/(profit) on dilution of interest of associate 4 (258)
Impairment of intangible assets and goodwill 1 8
Non-headline items of associates and joint ventures (1) 26 20
Impairment of property, plant and equipment 14
Net profit on sale of property, plant and equipment (30)
Fair value gain on step-up from associates and joint
ventures to subsidiaries (4)
Other (2) 2
Non-controlling interests 11
Headline earnings 218 89 545
5. Subsidiaries acquired
No business combinations were concluded during the period under review.
6. Cash generated from/(utilised by) operations
Unaudited Audited
Aug 16 Aug 15 Feb 16
6 months 6 months 12 months
Rm Rm Rm
Profit before taxation 212 65 910
Share of profits of associates and joint ventures (321) (253) (569)
Depreciation and amortisation 90 71 167
Changes in fair value of biological assets (115) (61) (244)
Net loss/(profit) on dilution of interest in
associates 4 (258)
Investment income (26) (24) (47)
Finance costs 104 82 180
Net harvest short-term biological assets 67 44 44
Other non-cash items 18 (71) 74
33 (147) 257
Changes in working capital and other financial
instruments (209) (109) 26
Additions to biological assets (118) (87) (176)
Cash generated from/(utilised by) operations (294) (343) 107
7. Reclassification of comparatives
Capespan Group Ltd's, a subsidiary, 31 August 2015 comparatives were restated
to correctly classify inventory fruit stock on hand. The reclassification had no
impact on previously reported profits, cash flows or equity.
The effect of the reclassification on the group results were:
Unaudited
Previously Currently
reported reported Difference
Rm Rm Rm
Statement of financial position as at
31 August 2015
Current assets
Inventories 905 1 098 193
Trade and other receivables 1 991 1 834 (157)
36
Current liabilities
Trade and other payables 1 510 1 546 36
36
8. Financial instruments
8.1 Financial risk factors
The group's activities expose it to a variety of financial risks: market risk
(including currency risk, cash flow and fair value interest rate risk and price
risk), credit risk and liquidity risk.
The condensed consolidated interim financial statements do not include all financial
risk management information and disclosures set out in the annual financial
statements, and therefore they should be read in conjunction with the group's annual
consolidated financial statements for the year ended 29 February 2016. Risk
management continues to be carried out throughout the group under policies approved
by the respective boards of directors.
The information below analyses financial assets and financial liabilities, which are
carried at fair value, by level of hierarchy as required by IFRS 13. The different
levels in the hierarchy are defined below:
Level 1
The fair value of financial instruments traded in active markets is based on quoted
market prices at the reporting date. A market is regarded as active if quoted prices
are readily and regularly available from an exchange, dealer, broker, industry
group, pricing service, or regulatory agency, and those prices represent actual
and regularly occurring market transactions on an arm's length basis. The quoted
market price used for financial assets held by the group is the current bid price.
Level 2
Financial instruments that trade in markets that are not considered to be active but
are valued (using valuation techniques) based on quoted market prices, dealer
quotations or alternative pricing sources supported by observable inputs are
classified within level 2. These include over-the-counter traded financial
instruments. As level 2 investments include positions that are not traded in
active markets and/or are subject to transfer restrictions, valuations may be
adjusted to reflect illiquidity and/or non-transferability, which are generally
based on available market information. If all significant inputs in determining
an instrument's fair value are observable, the instrument is included in level 2.
Level 3
If one or more of the significant inputs is not based on observable market data, the
instrument is included in level 3. Investments classified within level 3 have
significant unobservable inputs, as they trade infrequently.
The fair value of financial assets and liabilities carried at amortised cost
approximates their fair value, while those measured at fair value in the statement
of financial position can be summarised as follows:
Unaudited
Level 1 Level 2 Level 3 Total
Rm Rm Rm Rm
31 August 2016
Assets
Equity securities 1 46 47
Opening balance 72
Disposals (23)
Fair value losses (3)
Liabilities
Derivative financial liabilities 1 68 69
Opening balance 65
Finance cost 3
31 August 2015
Assets
Equity securities 47 47
Opening balance (including non-current
assets held for sale) 80
Additions 5
Disposals (26)
Fair value losses (12)
Liabilities
Derivative financial liabilities 66 66
Opening balance 64
Finance cost 3
Fair value gains (1)
Audited
Level 1 Level 2 Level 3 Total
Rm Rm Rm Rm
29 February 2016
Assets
Equity securities 1 49 50
Debt securities 23 23
Closing balance - 1 72 73
Opening balance 80
Additions 30
Disposals (29)
Fair value losses (9)
Liabilities
Derivative financial liabilities 65 65
Opening balance 64
Finance cost 5
Fair value gains (4)
9. Segmental reporting
The group is organised into four reportable segments, namely i) food, beverages
and related services, ii) agri-related retail, trade and services, iii) agri-inputs
and iv) agri-production.
The segments represent different sectors in the broad agribusiness industry.
Headline earnings comprise recurring and non-recurring headline earnings. Recurring
headline earnings (being a measure of segment profit) is calculated on a see-through
basis. Zeder's recurring headline earnings is the sum of its effective interest in
each of its underlying investments. The result is that investments which Zeder
does not equity account or consolidate in terms of accounting standards, are
included in the calculation of recurring headline earnings.
Non-recurring headline earnings include the elimination of equity securities'
see-through recurring headline earnings not equity accounted, the related net fair
value gains/losses and investment income (as recognised in the income statement).
Associates' and subsidiaries' once-off gains/losses are excluded from recurring
headline earnings and included in non-recurring headline earnings.
Segmental income comprises revenue and investment income, as per the income
statement.
SOTP is a key valuation tool used to measure Zeder's performance. The SOTP
value is calculated using the quoted market prices for all JSE-listed
investments, and market-related valuations for unlisted investments. These
values will not necessarily correspond with the values per the statement of
financial position since the latter are measured using the relevant accounting
standards which include historical cost and the equity accounting method.
The chief operating decision-maker (executive committee) evaluates the following
information to assess the segments' performance:
Unaudited Audited
Aug 16 Aug 15 Feb 16
6 months 6 months 12 months
Rm Rm Rm
Recurring headline earnings segmental analysis:
Food, beverages and related services 253 285 662
Agri-related retail, trade and services 45 43 79
Agri-inputs (5) 20 101
Agri-production 21 (34) (37)
Recurring headline earnings from investments 314 314 805
Management (base) fee (75) (81) (155)
Net interest, taxation and other income and expenses (11) (8) (18)
Recurring headline earnings 228 225 632
Non-recurring headline earnings (10) (136) (87)
Management (performance) fee (81)
Other non-recurring headline earnings, net of taxation (10) (55) (87)
Headline earnings 218 89 545
Non-headline items (note 4) (4) (24) 237
Attributable earnings 214 65 782
SOTP segmental analysis:
Segments
Food, beverages and related services 12 140 13 815 9 768
Agri-related retail, trade and services 922 730 802
Agri-inputs 1 310 1 018 1 246
Agri-production 614 614 614
Cash and cash equivalents 2 36 118
Other net liabilities (607) (428) (323)
SOTP value pre management fee liability 14 381 15 785 12 225
Management fee liability (1 961) (2 153) (1 667)
SOTP value post management fee liability 12 420 13 632 10 558
SOTP value per share - pre management fee
liability (rand) 9.44 10.37 8.03
SOTP value per share - post management fee
liability (rand) 8.15 8.95 6.93
Profit before taxation segmental analysis:
Segments
Food, beverages and related services 257 221 913
Agri-related retail, trade and services 47 39 76
Agri inputs (22) 19 134
Agri-production 20 (44) (46)
Management fees and other income and expenses (90) (170) (167)
212 65 910
IFRS revenue (revenue and investment income) segmental analysis:
Segments
Food, beverages and related services 4 179 4 003 7 720
Revenue 4 161 3 986 7 688
Investment income 18 17 32
Agri-inputs 481 468 1 231
Revenue 477 466 1 226
Investment income 4 2 5
Agri-production 275 347 404
Unallocated investment income (mainly head office
interest income) 3 5 10
IFRS revenue 4 938 4 823 9 365
10. Related-party transactions
Related-party transactions similar to those disclosed in the group's annual
financial statements for the year ended 29 February 2016 took place during the
period under review.
11. Events subsequent to the reporting date
No material event, apart from the Internalisation set out in note 3, occurred
between the end of the reporting period and the date of approval of these condensed
consolidated interim financial statements.
12. Changes to the board of directors, the composition of the Audit & Risk,
Remuneration and Nomination Committees and the company secretary
Ms Nonhlanhla Mjoli-Mncube was appointed as an independent non-executive director
on 1 June 2016.
Messrs Antonie Jacobs and André Hanekom retired from the board of directors on
24 June 2016.
Mr Johann le Roux was appointed as the financial director of Zeder on
8 September 2016, replacing Mr Wynand Greeff, who will continue to serve on the
board as a non-executive director from 8 September 2016 onwards.
Ms Nonhlanhla Mjoli-Mncube (an independent non-executive director) has been
appointed as a member of the Zeder Audit & Risk Committee from 8 September 2016
onwards, from which date Prof Mohammad Karaan (an independent non-executive
director) ceased to serve on the Zeder Audit & Risk Committee.
Messrs Chris Otto (independent non-executive chairman of the Remuneration
Committee), George Eksteen (an independent non- executive director) and
Prof Mohammad Karaan (an independent non-executive director) have been
appointed as members of the newly established Zeder Remuneration Committee
from 8 September 2016 onwards.
Messrs Jannie Mouton (non-executive chairman of the Nomination Committee),
George Eksteen (an independent non-executive director) and Chris Otto (an
independent non-executive director) have been appointed as members of the newly
established Zeder Nomination Committee from 8 September 2016 onwards.
Rose Bridge 59 (Pty) Ltd (in process of changing name to Zeder Corporate Services
(Pty) Ltd), a wholly-owned subsidiary of Zeder, has been appointed, from
8 September 2016 onwards, as the company secretary of Zeder following the
resignation of PSG Corporate Services (Pty) Ltd.
Jannie Mouton Norman Celliers
Chairman Chief executive officer
Stellenbosch
5 October 2016
DIRECTORS
JF Mouton (Chairman), N Celliers* (CEO), JH le Roux* (FD), GD Eksteen#, WL Greeff,
ASM Karaan#, NS Mjoli-Mncube#, PJ Mouton, CA Otto#
* executive
# independent non-executive
COMPANY SECRETARY AND REGISTERED OFFICE
Rose Bridge 59 (Pty) Ltd (in process of changing name to Zeder Corporate Services
(Pty) Ltd)
2nd Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600
PO Box 7403, Stellenbosch, 7599
TRANSFER SECRETARY
Computershare Investor Services (Pty) Ltd
70 Marshall Street, Johannesburg, 2001
PO Box 61051, Marshalltown, 2107
SPONSOR
PSG Capital
AUDITOR
PricewaterhouseCoopers Inc.
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