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STELLAR CAPITAL PARTNERS LIMITED - Provisional condensed financial results for the year ended 30 November 2016

Release Date: 16/02/2017 11:00
Code(s): SCP     PDF:  
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Provisional condensed financial results for the year ended 30 November 2016

STELLAR CAPITAL PARTNERS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/015580/06)
Share code: SCP
ISIN: ZAE000198586

PROVISIONAL CONDENSED FINANCIAL RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2016

INTRODUCTION

Stellar Capital Partners Ltd ("Stellar Capital", the "Company" or the "Group") presents its results for the year ended 30 November 2016.


HIGHLIGHTS: YEAR ENDED 30 NOVEMBER 2016

     -    Net asset value per share of R1.66 (2016 H1: R1.57, 2015: R2.03)
     -    Transaction to acquire a significant minority interest in Prescient Holdings (Pty) Ltd agreed and in process of implementation
     -    Increase in investment in Torre Industries Ltd to 55.38%
     -    Acquisition of 100% of Amalgamated Electronic Corporation Ltd
     -    Continued to streamline and improve the remaining portfolio via the successful disposal of Goliath Gold Mining Limited and the
          acquisition of the minority interests in Tellumat (Pty) Ltd and Cadiz Holdings (Pty) Ltd amongst other initiatives

COMMENTARY

During the year under review, Stellar Capital's exposure to the South African industrial sector resulted in a mark-to-market unrealised fair value
loss of R390 million in relation to the Torre Industries Ltd ("Torre") investment, which materially contributed to the Group's recorded net loss
after taxation of R309.5 million. Despite this material and unexpected setback, a number of investments showed measurable positive progress
during the reporting period, while new corporate initiatives have added significant quality and long term growth potential to the portfolio.

INVESTMENT MANAGEMENT

At the reporting date, the acquisition of a strategic interest in Prescient Holdings (Pty) Ltd ("Prescient") had not yet been completed.

Cadiz Holdings (Pty) Ltd ("Cadiz") has shown stablisation in the management team and significantly improved investment performance since
the appointment of CEO Shawn Stockigt. Costs continue to be reduced to a more sustainable level and Stellar Capital is also investigating
further measures to increase the capital efficiency of the business.

SPECIALTY FINANCE

The operational and balance sheet restructuring in Praxis Financial Services (Pty) Ltd ("Praxis") during the year, as well as significant IT
platform enhancements, which are ongoing, have translated into improved trading metrics and year-to-date profitability for the 9 months ended
30 November 2016.

Integrated Equipment Rentals (Pty) Ltd ("IE Rentals") continued to grow its rental book to R38.5 million earning an average yield of 22% per
annum.

Stellar Credit (Pty) Ltd ("Stellar Credit") successfully established a sustainable revenue base as appointed fund manager of third-party capital
invested in Stellar Specialised Lending (Pty) Ltd ("SSL") and the Inyosi Enterprise Development and Supplier Development Funds.

The loan portfolio assets held by SSL continued to deliver exceptional returns during the year under review. Stellar Capital's investment in
this loan portfolio, in the amount of R457.8 million at the reporting date, delivered cash interest and earnings distributions of R80.2 million over
the course of the year.

INDUSTRIALS

On 23 June Stellar Capital launched a mandatory offer to acquire the remaining shares in Torre which it did not already own. This resulted in
the shareholding in Torre increasing from 33.86% to 55.38%, as well as a significant decrease in the average cost price of this investment. As
a consequence of the disposal of Torre's remaining 55% shareholding in Kanu Equipment Ltd during the last quarter of 2016, which comprises
the majority of Torre's non-South African operations, a strategic review on the future of Torre is being undertaken. The results of this review
are anticipated to be announced along with Torre's interim results on or about 28 February 2017.

The acquisition of a 100% interest in Amalgamated Electronic Corporation Ltd ("Amecor") during October 2016 was a notable highlight of the
year under review. Normalised EBITDA for the 6 months ended 30 September 2016 of R25.5 million exceeded budget by 19% and was 29%
ahead of the prior comparative period. The business is well positioned to continue to grow its earnings at these rates for the foreseeable future.

Tellumat's group profits from operations before depreciation and amortisation weakened from R34.9 million in 2015 to R17.1 million in 2016
as strong profit contribution from the Air Traffic Management division was more than offset by poor trading performance in the Integrated
Solutions division, which saw large customer spending curtailed, and Grand Tellumat Manufacturing, which was significantly negatively
impacted by the manufacturing portion of Government's digital migration rollout being put on hold. The Defence division also experienced
project execution delays.

OUTLOOK

Although both Torre and Tellumat have had difficult years, the outlook for both businesses is improving. Amecor is a high quality asset with
excellent prospects. The completion of the strategic investment in Prescient (which was not yet unconditional at the reporting date) as well as
the positive trading performances across the specialty finance portfolio during the year under review, are key developments as the board
increasingly seeks to focus the Stellar Capital portfolio on the financial services sector.


SUM-OF-THE-PARTS VALUATION
As at 30 November 2016

                                       Audited as at                                                         Audited as at
                                         30 November          % of       Unaudited as at          % of         30 November         % of
R'000                                           2016     portfolio           31 May 2016     portfolio                2015    portfolio

Financial Services
Cadiz Holdings (Pty) Ltd                      89,362            4%               240,643           12%             134,390           6%
Praxis Financial Services (Pty)              
Ltd(1)                                       139,621             6%               133,997           7%              40,000           2%
Integrated Equipment Rentals             
(Pty) Ltd(1)                                  51,384            2%                37,272            2%              23,417           1%
Stellar Credit (Pty) Ltd                       7,934            0%                 2,500            0%                   -           0%
     
Industrials     
Torre Industries Ltd                         709,478           30%               493,879           25%             900,833          36%
Amalgamated Electronic      
Corporation Ltd                              359,708           16%                     -            0%                   -           0%
Tellumat (Pty) Ltd(2)                        239,182           10%               260,643           13%             100,119           4%
     
Corporate Assets     
Cash and cash equivalents                    382,854           16%               305,494           15%             797,760          32%
Loan portfolio(3)                            302,119           13%               486,077           24%              73,602           3%
Venture capital portfolio(4)                  30,299            1%                     -                                 -           0%
Financial assets                              25,046            1%                31,500            2%             370,525          15%
Other assets                                  13,107            1%                11,770            0%              32,631           1%

Total assets                               2,350,094                           2,003,775                         2,473,277
Preference share liability                 (565,652)                           (554,559)                         (548,478)
Trade and other payables                    (15,829)                             (6,315)                          (42,778)
Sum-of-the-parts value                     1,768,613                           1,442,901                         1,882,021

Net shares in issue ('000)                 1,068,017                             920,627                           925,456
Sum-of-the-parts value per share
(Rand)                                          1.66                                1.57                              2.03
Sum-of-the-parts value per share
post preference share
conversion (Rand)(5)                            1.82                                1.76                              2.13

Notes
1. The value comprises the sum of the fair value of the equity and the face value of the loans from Stellar Specialised Lending (Pty) Ltd to
   these portfolio companies
2. The value comprises the sum of the fair value of the investments in Tellumat (Pty) Ltd and Masimong Technologies (Pty) Ltd
3. The loan portfolio as at 30 November 2016 is held via an equity investment in Stellar Specialised Lending (Pty) Ltd and the sum-of-the-parts 
   value reflects the investment's net asset value excluding the loans owing to it by Praxis Financial Services (Pty) Ltd and Integrated Equipment 
   Rentals (Pty) Ltd
4. Held in Stellar International Ltd
5. The conversion assumes an issuance of a maximum 215.8 million ordinary shares at R2.78 per share in settlement of convertible preference share 
   funding

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 November 2016

                                                                                                     Audited as at        Audited as at
R'000                                                                                 Notes       30 November 2016     30 November 2015
                                              
ASSETS                                           
                                           
Non-current assets                                                                                       1,954,277            1,278,806
Listed investments at fair value                                                          6                709,478              914,859
Unlisted investments at fair value                                                        6              1,219,609              234,509
Loan investments                                                                          7                      -               56,631
Loans to portfolio companies                                                              8                      -               18,978
Other financial assets                                                                    9                 23,864               46,803
Property, plant and equipment                                                                                1,108                    -
Deferred taxation                                                                                              218                7,026
                                           
Current assets                                                                                             395,817            1,194,471
Loan investments                                                                          7                      -               16,971
Loans to portfolio companies                                                              8                  4,622               55,995
Other financial assets                                                                    9                  1,182              323,722
Trade and other receivables                                                                                  7,159                   23
Cash and cash equivalents                                                                                  382,854              797,760
                                           
TOTAL ASSETS                                                                                             2,350,094            2,473,277
                                           
EQUITY AND LIABILITIES                                           
                                           
Equity                                                                                                   1,768,613            1,882,021
Equity attributable to owners of the parent                                              10              1,768,613            1,882,021
                                           
LIABILITIES                                           
                                           
Non-current liabilities                                                                                    506,465              497,660
Preference share liability                                                                                 506,465              497,660
                                           
Current liabilities                                                                                         75,016               93,596
Preference share liability                                                                                  59,187               50,818
Current tax payable                                                                                            900                  204
Trade and other payables                                                                                    14,929               42,574
                                           
TOTAL EQUITY AND LIABILITIES                                                                             2,350,094            2,473,277
                                           
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 November 2016
 
                                                                                                Audited year ended   Audited year ended
R'000                                                                                 Notes       30 November 2016     30 November 2015
Continuing operations                           
Fair value adjustments                                                                   11              (748,503)             (21,334)
Realised and unrealised fair value gains and losses                                                      (311,542)             (21,334)
Fair value losses resulting from capital distributions                               
by portfolio companies                                                                                   (436,961)                    -
                               
Dividend revenue                                                                         12                480,025                    9
Capital distributions declared by portfolio                               
companies                                                                                                  436,961                    -
Earnings distributions declared by portfolio                               
companies                                                                                                   43,002                    9
Other dividends received                                                                                        62                    -
                               
Interest revenue                                                                         13                 98,188               24,308
Impairment of loan to portfolio company                                                   8                (2,289)                    -
Gross (loss) / income from investments                                                                   (172,579)                2,983
Other income                                                                                                 8,870                7,356
Finance costs                                                                            14               (71,543)                (202)
Net (loss) / income before operating expenses                                                            (235,252)               10,137
Management fee                                                                                            (11,129)              (8,292)
Impairment                                                                                                       -              (1,173)
Loss on disposal of Consolidated Subsidiaries                                                                    -             (13,935)
Operating expenses                                                                                        (15,837)             (11,296)
Transaction costs                                                                                         (21,306)              (4,887)
Loss before taxation                                                                                     (283,524)             (29,446)
Taxation                                                                                                  (25,990)                1,505
Loss from continuing operations                                                                          (309,514)             (27,941)
Discontinued operations                                                                                          -                    -
Net loss from discontinued operations                                                                            -              (8,747)
Loss for the period                                                                                      (309,514)             (36,688)
                               
                               
Loss for the period attributable to:                               
Equity owners of the parent                                                                              (309,514)            (36,688)
Non-controlling interests                                                                                        -                   -
                               
                               
Loss from continuing operations attributable to:                               
Equity owners of the parent                                                                              (309,514)            (27,941)
Non-controlling interests                                                                                        -                   -
                               
                               
Loss from discontinued operations attributable to:                               
Equity owners of the parent                                                                                      -            (8,747)
Non-controlling interests                                                                                        -                  -
                               
                               
Weighted number of shares in issue                                                                         942,745            298,534
                               
                               
Loss per share (cents)                                                                                     (32.83)            (12.29)
From continuing operations                                                                                 (32.83)             (9.36)
From discontinued operations                                                                                     -             (2.93)
                               
                               
Headline loss per share for the year (cents)                                                               (32.83)             (5.97)
From continuing operations                                                                                 (32.83)             (4.69)
From discontinued operations                                                                                     -             (1.28)
    

The issue of 600 convertible redeemable preference shares has not been treated as dilutive in calculating diluted earnings and headline
earnings per share as the conversion thereof will result in a decrease in loss per share from continuing operations (i.e. the conversion is 
anti-dilutive).

RECONCILIATION BETWEEN LOSS AND HEADLINE LOSS ATTRIBUTABLE TO EQUITY OWNERS OF THE PARENT

                                                                                           Audited year ended     Audited year ended
R'000                                                                                        30 November 2016       30 November 2015
                               
Continuing operations                               
Basic loss attributable to equity owners of the parent                                              (309,514)               (27,941)
Loss on disposal of Consolidated Subsidiaries                                                               -                 13,935
Headline loss attributable to equity owners of the parent                                           (309,514)               (14,006)
                               
Discontinued operations                               
Basic loss attributable to equity owners of the parent                                                      -                (8,747)
Loss on disposal of Consolidated Subsidiaries                                                               -                  4,847
Loss on disposal of property, plant and equipment                                                           -                     78
Headline loss attributable to equity owners of the parent                                                   -                (3,822)
                               


CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 November 2016

                                                                                           Audited year ended     Audited year ended
R'000                                                                                        30 November 2016       30 November 2015
Balance at the beginning of the year                                                                1,882,021                179,108
Loss for the year                                                                                   (309,514)               (36,688)
Issue of shares                                                                                       198,485              1,734,313
Capitalisation of share issue costs                                                                     (223)               (20,641)
Acquisition of treasury shares                                                                       (20,566)                      -
Disposal of treasury shares                                                                            18,410                  1,114
Disposal of Consolidated Subsidiary                                                                         -                 24,815
Balance at the end of the year                                                                      1,768,613              1,882,021

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 November 2016

                                                                                           Audited year ended     Audited year ended
R'000                                                                                        30 November 2016       30 November 2015
                                
Operating activities                                
Cash generated from operations and capital distributions                                
received as dividends                                                                                 239,010                 23,874
Interest revenue                                                                                       98,188                 24,308
Finance costs                                                                                               -                  (202)
Tax paid                                                                                             (18,486)                (2,522)
Cash generated from operating activities                                                              318,712                 45,458
                                 
Investing activities                                
Acquisitions of investments                                                                         (745,960)              (179,250)
Proceeds from disposals of investments                                                                180,353                211,275
Acquisitions of loan investments                                                                            -               (51,371)
Loans advanced to portfolio companies                                                               (546,376)               (76,045)
Loans repaid by portfolio companies                                                                    40,907                  1,072
Acquisitions of other financial assets                                                               (53,445)              (234,724)
Disposals / repayments of other financial assets                                                      378,317                 50,100
Purchase of property, plant and equipment                                                             (1,254)                      -
Net cash flow on disposal of Consolidated Subsidiaries                                                      -                  (211)
Cash utilised in investing activities                                                               (747,458)              (279,154)
                                 
Financing activities                                
Net proceeds from ordinary share issue                                                                 88,775                446,486
Net proceeds from preference share issue                                                                    -                580,522
(Purchase) / disposal of treasury shares                                                             (20,566)                  1,114
Preference share finance costs paid                                                                  (54,369)                      -
Cash generated from financing activities                                                               13,840              1,028,122
                                
Net (decrease) / increase in cash and cash equivalents                                              (414,906)                794,426
Cash and cash equivalents at the beginning of the year                                                797,760                  3,334
Total cash and cash equivalents at the end of the year                                                382,854                797,760

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL RESULTS

1. REPORTING ENTITY

Stellar Capital is a South African domiciled investment holding company listed on the main board of the Johannesburg Stock Exchange
("JSE").

After being converted into an investment holding company in the 2015 financial year, the Company applied the investment entity exception
as per IFRS 10 Consolidated Financial Statements ("IFRS 10"). The Company therefore does not consolidate its subsidiaries, except where
a subsidiary, which is not itself an investment entity, mainly provides services that relate to the Company's investment activities.

These results have been prepared by DJ Hoek CA(SA) under the supervision of CB de Villiers CA(SA), the Chief Financial Officer of Stellar
Capital.

2. STATEMENT OF COMPLIANCE

The condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
("IFRS") as issued by the International Accounting Standards Board ("IASB") including IAS 34: Interim Financial Reporting ("IAS 34") and
comply with the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the JSE Listings Requirements and
the requirements of the South African Companies Act, No 71 of 2008. The results include, as a minimum the information required by IAS 34.
They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are
included to explain events and transactions that are significant to an understanding to the changes in the Group's financial position and
performance. 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 auditor's report together with the accompanying financial information from the Company's registered office.

3. APPROVAL, STATEMENT OF RESPONSIBILITY and AUDITOR'S OPINION

These condensed consolidated financial statements were approved by the Board of Directors on 15 February 2017 and are not themselves
audited. The directors take full responsibility for the preparation of these results, which have been correctly extracted from the audited
annual financial statements of the Group.

The unmodified audit opinion of the auditors, Grant Thornton Cape Inc. in respect of the consolidated financial statements of the Group for
the year ended 30 November 2016 is available for inspection at the offices of the Company at Third Floor, The Terraces, 25 Protea Road,
Claremont, Cape Town.

4. ACCOUNTING POLICIES

The accounting policies are consistent with those applied in the previous year.

All subsidiaries classified as portfolio investments are accounted for at fair value through profit or loss ("FVTPL") in terms of IAS 39 Financial
Instruments: Recognition and Measurement ("IAS 39") and all associates classified as portfolio investments are accounted for at FVTPL in
terms of the exemption from applying the equity method of accounting provided in IAS 28 Investments in Associates and Joint Ventures.

Subsidiaries are entities that the Group controls by being exposed to, or having rights to, variable returns from its involvement with that entity
and, where the Group has the ability to affect those returns through its power over the entity.

The subsidiaries of the Group are entities that:
       i.  comprise portfolio investments; and
       ii. provide investment-related services to third parties and related companies.

Due to the investment entity exception, subsidiaries classified as portfolio investments are not consolidated and are measured at fair value
on the date of acquisition in terms of IAS 39. Changes in fair value subsequent to acquisition, primarily driven by the revaluation of portfolio
investments, are recognised in profit and loss in the period of change. Subsidiaries classified as (ii) are not portfolio investments and
continue to be consolidated ("Consolidated Subsidiaries").

In preparing the annual financial statements, management is required to make estimates and assumptions that affect the amounts
represented in the annual financial statements and related disclosures. Use of available information and the application of judgement is
inherent in the formation of estimates. Actual results in the future could differ from these estimates. In preparing the condensed consolidated
financial statements, the significant judgements made by management in applying the Group's accounting policies and the sources of
estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 
30 November 2015.

5. SEGMENT INFORMATION

As the Group has only one business segment which is managed as a single pool of capital irrespective of the sector in which the Group's
investees trade, segmental reporting is not applicable.

6. INVESTMENTS AT FAIR VALUE

                                                                                  Principle                                              %
                                                                                  place of                              % held        held
Entity                      Nature of operations                                  business                                2016        2015
               
Torre Industries Ltd        Industrial group that distributes and rents capital   South Africa                             55%         35%
                            equipment and supplies aftermarket parts to the               
                            mining, construction, manufacturing and industrial               
                            markets across Africa               
               
Mine Restoration            Processing and screening of coal fines, a South       South Africa                             34%         34%
Investments Ltd             African by-product of coal mining - currently               
                            under care and maintenance               
               
Stellar Specialised         Credit fund specialising in mezzanine financing       South Africa                            100%         n/a
Lending (Pty) Ltd               
               
Amalgamated Electronic      Technology solutions and services in security         South Africa                            100%         n/a
Corporation Ltd               
               
Tellumat (Pty) Ltd          Technology solutions and services in                  South Africa                           48.9%          30%
                            manufacturing, air traffic control systems,               
                            defence and security and turnkey infrastructure 
                            solutions for the telecommunications industry

Masimong Technologies       A subsidiary of a diversified BBBEE investment        South Africa          100% of non-cumulative          n/a
(Pty) Ltd                   holding company and the BBBEE partner of                             preference shares, redeemable
                            Stellar Capital relating to Tellumat                                   at the instance of Masimong
                                                                                                        Technologies (Pty) Ltd

Cadiz Holdings (Pty) Ltd    Financial services group specialising in              South Africa                            100%          46%
(held via Friedshelf 1678   institutional and personal investments              
Ltd, a 100% subsidiary)              
              
Stellar International Ltd   Holding company for international venture capital      Mauritius                              100%          n/a
                            investments               
               
Stellar Credit (Pty) Ltd    Provision of management services to entities          South Africa                            100%          n/a
                            within the Stellar Capital investment portfolio as               
                            well as to third parties               
               
Integrated Equipment        Specialised ICT Asset Finance Solutions               South Africa                             50%          50%
Rentals (Pty) Ltd               
               
Praxis Financial Services   Provider of short term finance to the panel           South Africa                             60%          51%
(Pty) Ltd                   beating industry to address motor body repairers'              
                            working capital needs              

R'000                                                 2016         2015

Listed investments at fair value                   709,478      914,859
Torre Industries Ltd                               709,478      900,833
Mine Restoration Investments Ltd                         -       14,026

Unlisted investments at fair value               1,219,609      234,509
Stellar Specialised Lending (Pty) Ltd              457,760            -
Amalgamated Electronic Corporation Ltd             359,708            -
Tellumat (Pty) Ltd                                 124,309      100,119
Masimong Technologies (Pty) Ltd                    114,873            -
Cadiz Holdings (Pty) Ltd                            89,362      134,390
Stellar International Ltd                           30,299            -
Stellar Credit (Pty) Ltd                             7,934            -
Praxis Financial Services (Pty) Ltd                 29,671            -
Integrated Equipment Rentals (Pty) Ltd               5,693            -

                                                 1,929,087    1,149,368

Reconciliation of investments at fair value through profit and loss ("FVTPL"):

                                                                                                                  Fair value
                                                                                                                      losses
                                                                  Proceeds                     Unrealised     resulting from
Group 2016                         Opening                            from       Realised      (losses) /            capital     Closing
R'000                              balance    Acquisitions       disposals         gains            gains      distributions     balance
Torre Industries Ltd               900,833         198,690               -             -        (390,045)                  -     709,478
Mine Restoration
Investments Ltd                     14,026               -               -             -         (14,026)                  -           -
Stellar Specialised Lending
(Pty) Ltd                                -         689,760               -             -                -          (232,000)     457,760
Amalgamated Electronic
Corporation Ltd                          -         268,636               -             -           91,072                  -     359,708
Tellumat (Pty) Ltd                 100,119         179,668       (180,353)        37,382         (12,507)                  -     124,309
Masimong Technologies
(Pty) Ltd                                -         180,353               -             -         (65,480)                  -     114,873
Cadiz Holdings (Pty) Ltd           134,390         157,433               -             -                -          (202,461)      89,362
Stellar International Ltd                -          30,360               -             -             (61)                  -      30,299
Stellar Credit (Pty) Ltd                 -           5,000               -             -            5,434            (2,500)       7,934
Praxis Financial Services
(Pty) Ltd                                -               -               -             -           29,671                  -      29,671
Integrated Equipment
Rentals (Pty) Ltd                        -               -               -             -            5,693                  -       5,693
                                 1,149,368       1,709,900       (180,353)        37,382        (350,249)          (436,961)   1,929,087

                                                                                                                  Fair value
                                                                                                                      losses
                                                                  Proceeds      Realised       Unrealised     resulting from
Group 2015                         Opening                            from       gains /       (losses) /            capital     Closing
R'000                              balance    Acquisitions       disposals      (losses)            gains      distributions     balance
Torre Industries Ltd(1)                  -         913,822         (1,376)            78         (11,691)                  -     900,833
Mine Restoration
Investments Ltd                      2,951          25,272            (51)             -         (14,146)                  -      14,026
Tellumat (Pty) Ltd(2)                    -         100,119               -             -                -                  -     100,119
Cadiz Holdings (Pty) Ltd                 -         129,353               -             -            5,037                  -     134,390
Digicore Holdings Ltd                    -         192,748       (209,848)        17,100                -                  -           -
Goliath Gold Mining Ltd(3)             316          64,199        (46,803)      (17,712)                -                  -           -
                                     3,267       1,425,513       (258,078)         (534)         (20,800)                  -   1,149,368

 (1) Prior to the acquisition of 34.62% of Torre Industries Ltd, 290,000 shares were purchased for R1.3 million and later disposed of for
     R1.4 million. The total acquisition cost per the 2015 table includes both the R1.3 million purchase and the 34.62% acquisition for
     R912.6 million

 (2) The investment in Tellumat (Pty) Ltd was acquired as settlement of the consideration due in respect of the sale of Chrystalpine
     (Pty) Ltd Group (incorporating Andrews Kit (Pty) Ltd) and Structured Connectivity Solutions (Pty) Ltd, which were previously
     classified as a Disposal Group held for sale
 (3) Refer to note 9

Torre Industries Ltd
In the current financial year, the investment in Torre was increased to 35.5% on 22 June 2016 by acquiring 8,368,102 Torre ordinary shares
which were settled by the transfer of 10,460,127 Stellar Capital ordinary shares (previously held as treasury shares), representing a swap
ratio of 1.25 Stellar Capital shares for every Torre share. The investment in Torre was subsequently increased to 55.4% on or about 14
October 2016 as a result of a mandatory offer to acquire all issued Torre ordinary shares not already held by Stellar Capital, on the basis of
the same swap ratio, and was settled by way of the issue of 130,934,036 Stellar Capital shares at R1.33 per share.

The investment has been valued at the closing quoted market price of R2.44 per share on 30 November 2016 (R5.14 per share on 
30 November 2015, which was based on the 30-day VWAP plus a market premium of 16.8%). The total unrealised fair value loss for the year
amounts to R390 million.

During the 2015 financial year the fair value of Torre, a listed investment, was determined using observable and unobservable
inputs and as a result was classified as a Level 3 fair value measurement. The current year valuation uses the closing quoted
market price and it has therefore been transferred to a Level 1 fair value measurement.

During the year under review, Stellar Capital received a scrip distribution of R6.1 million from Torre as well as a cash dividend of 
R3.7 million.

Mine Restoration Investments Ltd ("MRI")
In the previous financial year, the investment in MRI was acquired for R28.7 million or 10 cents per MRI share. On 20 July 2015, MRI
announced that its operations had been placed under care and maintenance.

Due to the suspension of the MRI share from trading on the Johannesburg Stock Exchange, management does not consider the quoted
market price to be a representation of fair value and has therefore not used the closing quoted market price of 3 cents per share.
Management has estimated a Rnil fair value in respect of the investment due to operations still being under care and maintenance as at 
30 November 2016 in conjunction with the previously anticipated strategic stake in Iron Mineral Beneficiation Services (Pty) Ltd not
materialising.

The investment in MRI was previously held at 5 cents per share (representing a discount to the closing price of 6 cents per share on 
30 November 2015 so as to reflect the share's illiquidity), resulting in an unrealised fair value loss of R14 million.

Stellar Specialised Lending (Pty) Ltd
During the current financial year the Company advanced R675.5 million to SSL (being cash of R531.1 million and transfers of loans with a
carrying value of R144.4 million), whilst still a wholly-owned subsidiary of Cadiz, in order to refinance a portfolio of loan receivables. This
portfolio included loans owing by IE Rentals and Praxis as well as loan investments participated in during the previous financial year. In June
2016, a dividend in specie of 100% of the share capital of SSL, with an equity value of R42 million, was declared and paid by Cadiz to Stellar
Capital and correspondingly, an equity investment in SSL of the same amount was recognised by Stellar Capital. In conjunction with this
restructure, the remaining loan balance of R647.7 million as at 30 June 2016 owing by SSL to Stellar Capital was capitalised into an equity
contribution by way of an issue of shares by SSL.

SSL is a credit fund and, as such, the investment is valued at the estimated net asset value ("NAV") of SSL, being primarily derived from the
value of the loan portfolio (after any impairments) less liabilities.

Subsequent to the equity investment being recognised by Stellar Capital, SSL has returned R232 million of capital by way of dividends,
resulting in a corresponding reduction in NAV and therefore the recognition of unrealised fair value losses of the same amount.

Subsequent to year-end, SSL returned an additional R154.7 million of capital by way of dividends.

Amalgamated Electronic Corporation Ltd
The investment in Amecor was acquired on or about 13 October 2016 and the purchase consideration was settled by way of the issue of
5,995,526 ordinary shares in the Company at a price of R1.90 per share and a cash payment of R257.2 million, collectively comprising a
total acquisition price of R268.6 million, being R3.80 per Amecor share.

As at 30 November 2016 the fair value of the investment in Amecor has been estimated by management using the sustainable earnings
model. Management considers the EV/EBITDA multiple to be the most appropriate valuation method.

Significant unobservable inputs/assumptions:
-    Sustainable EBITDA of R50.6 million
-    EV/EBITDA multiple of 7.1 times

The EV/EBITDA multiple represents a discount of 3% to the 3 year trailing peer group average of 7.3 times and a 5% premium to the spot
peer group average of 6.7 times as at 30 November 2016.

The reasonability of the estimated fair value of the investment has been tested by reference to a discounted cash flow model, using the
following inputs/assumptions:
-     Weighted average cost of capital of 17.1%
-     Terminal growth rate of 2.5%

Tellumat (Pty) Ltd
During the year under review, the investment in Tellumat was increased from 30% to 100% by way of further cash acquisitions of R166.7
million and by way of the issue of 5,631,007 new Stellar Capital ordinary shares at an agreed upon price of R2.30 per share in March 2016.

In October 2016 Stellar Capital disposed of 51.1% of its investment in Tellumat to Masimong Technologies (Pty) Ltd ("Masimong
Technologies") for R180.3 million on a vendor funded basis in an empowerment transaction. Whilst the transaction price implies a total equity
value of R352.9 million and results in an initial realised gain on disposal of R37.3 million, it is subject to a downward adjustment in the event
that the disposal price exceeds 7 times the normalised EBITDA of Tellumat for the 12-month period ending 30 June 2017 ("Masimong
Transaction Price").

As at 30 November 2016 the fair value of the investment in Tellumat has been estimated at R124.3 million by management using the
sustainable earnings model, resulting in an unrealised fair value loss of R12.5 million. Management considers the EV/EBITDA multiple to be
the most appropriate valuation method.

Significant unobservable inputs/assumptions:
-    Sustainable EBITDA of R35.2 million
-    EV/EBITDA multiple of 6.2 times

The EV/EBITDA multiple represents a discount of 15% to the 3 year trailing peer group average of 7.3 times and an 8% discount to the spot
peer group average of 6.7 times as at 30 November 2016.

Included in the valuation of Tellumat is an estimated R37.6 million excess working capital.

The reasonability of the estimated fair value of the investment in Tellumat and has been tested by reference to a discounted cash flow
model, using the following inputs/assumptions:
-    Weighted average cost of capital of 23.8%
-    Terminal growth rate of 2.5%

Masimong Technologies (Pty) Ltd ("Masimong Technologies")
As a result of the disposal of 51.1% of Tellumat to Masimong Technologies on a vendor funded bases, Stellar Capital holds 100% of the
preference share capital of Masimong Technologies, which has only 1,000 ordinary shares in issue at a nominal value. In terms of the
Memorandum of Incorporation of Masimong Technologies, the preference shares shall accrue dividends at a rate of 90% of any dividends
received from Tellumat.

As Tellumat is the only significant asset held by Masimong Technologies as at 30 November 2016, the fair value of the preference
shareholding in Masimong Technologies has been determined with reference to the estimated fair value of Tellumat, and has been
calculated in accordance with the Masimong Transaction Price.

Significant unobservable inputs/assumptions:
-    Forecast normalised 2017 EBITDA of R32.1 million
-    EV/EBITDA multiple of 7 times

The reasonability of the estimated fair value of the investment in Masimong Technologies has been tested by reference to the discounted
cash flow model of Tellumat, using the following inputs/assumptions:
-    Weighted average cost of capital of 23.8%
-    Terminal growth rate of 2.5%

Cadiz Holdings (Pty) Ltd
The investment in Cadiz is held via Friedshelf 1678 Ltd, a 100% held investee subsidiary of Stellar Capital. In the current financial year, the
investment in Cadiz was increased from 45.99% to 100% for an additional R157.4 million cash, of which R51.1 million was settled by Cadiz
on behalf of Stellar Capital. The amount owing by the Company to Cadiz was settled by way of the declaration of a dividend by Cadiz.

In addition to the R51.1 million dividend declared, Cadiz also declared dividends in specie of R151.3 million during the current financial year.
These dividends declared by Cadiz in the current financial year were distributed out of excess capital and not out of profits earned in its
financial year and as a result, the net asset value of the Cadiz Group was substantially reduced. A downward fair value adjustment of
R202.4 million was therefore recognised in order to reflect the reduced carrying value of the investment due to the distribution of cash and
assets to Stellar Capital.

As at 30 November 2016 the value of the investment in Cadiz, after all distributions, is supported by the estimated fair value of the major operating
entities, being Cadiz Asset Management (Pty) Ltd, Cadiz Life Ltd, Cadiz Collective Investments (RF) Ltd and South Easter Fund Managers
(Pty) Ltd (the "CAM Group"). As the CAM Group is not yet in a sustainable profit-making position, management does not consider a
sustainable earnings multiple to be an appropriate valuation method and as such, has used NAV as the basis for the estimated fair value.
The value of the investment represents a discount of 35% to the NAV of the CAM Group of R137.6 million as per the latest audited financial
statements of Cadiz for the year ended 30 June 2016.

Significant unobservable inputs/assumptions:
-    Discount to NAV of 35%

Stellar International Ltd ("Stellar International")
The functional currency of Stellar International is the US Dollar. Stellar International was incorporated in Mauritius and provided with a
shareholder loan of $2.2 million (converted at spot to R30.3 million) in October 2016, of which $1 million was used to acquire a 2% stake in
LifeQ Global Ltd ("LifeQ"), denominated in US Dollars, and $0.8 million to acquire a 2% stake in Tictrac Ltd ("Tictrac"), denominated in British
Pounds. The balance of cash is to be used for working capital purposes.

As at 30 November 2016 the fair value of the investment in Stellar International has been estimated by management using the price of recent
investment valuation method. Management considers this to be the most appropriate valuation method as both LifeQ and Tictrac are in the
early stages of development with no current earnings, no positive cash flows nor any anticipated short-term earnings. The respective
acquisition prices have therefore been converted to Rands using the foreign exchange spot rates on 30 November 2016, along with the
balance of cash, resulting in a small unrealised fair value loss.

Stellar Credit (Pty) Ltd
Stellar Credit, the appointed manager of the SSL loan portfolio as well as the Inyosi Enterprise and Supplier Development Funds, was
acquired as a wholly-owned subsidiary in January 2016 for R5 million in a cash acquisition. Shortly thereafter Stellar Credit declared a cash
dividend from excess capital of R2.5 million, resulting in a fair valuation downward adjustment by the same amount. The acquisition price
was determined with reference to the realisable underlying assets (market approach).

As at 30 November 2016 the fair value of the investment in Stellar Credit has been estimated by management using the sustainable earnings
model resulting in a R5.4 million unrealised fair value gain. Management considers the P/E multiple to be the most appropriate valuation
method.

Significant unobservable inputs/assumptions:
-    Sustainable net profit after tax of R0.7 million
-    P/E multiple of 10.6 times

The P/E multiple represents a discount of 8% to the 3 year trailing peer group average of 11.5 times and a discount of 26% to the spot peer
group average of 14.3 times as at 30 November 2016.

The reasonability of the estimated fair value of the investment has been tested by reference to a discounted cash flow model, using the
following inputs/assumptions:
-     Weighted average cost of capital of 38.5%
-     Terminal growth rate of 3%

Praxis Financial Services (Pty) Ltd
In October 2016, the shareholding in Praxis was increased from 51% to 60% through a capital restructuring at no additional consideration.
As at 30 November 2016, Stellar Capital has been the predominant provider of finance to Praxis, initially directly, but via SSL from March
2016 (refer to note 8).

As at 30 November 2016 the fair value of the investment in Praxis has been estimated by management using the sustainable earnings
model, resulting in an unrealised fair value gain of R29.6 million. Management considers the P/E multiple to be the most appropriate
valuation method.

Significant inputs/assumptions:
-    Sustainable net profit after tax of R4.5 million
-    P/E multiple of 10.9 times

The P/E multiple represents a discount of 5% to the 3 year trailing peer group average of 11.5 times and a 24% discount to the spot peer
group average of 14.3 times as at 30 November 2016.

The reasonability of the estimated fair value of the investment has been tested by reference to a discounted cash flow model, using the
following inputs/assumptions:
-     Weighted average cost of capital of 21.7%
-     Terminal growth rate of 2%

The Company has pledged and ceded in secuitatem debiti to SSL the shares held in Praxis as a continuing general covering collateral
security in respect of the amounts owed by Praxis to SSL.

Integrated Equipment Rentals (Pty) Ltd
Stellar Capital has been the sole provider of finance to IE Rentals, initially directly, but via SSL from April 2016 (refer to note 8).

As at 30 November 2016 the fair value of the investment in IE Rentals has been estimated by management using the sustainable earnings
model, resulting in an unrealised fair value gain of R5.6 million. Management considers the P/E multiple to be the most appropriate valuation
method.

Significant unobservable inputs/assumptions:
-    Sustainable net profit after tax of R1 million
-    P/E multiple of 10.9 times

The P/E multiple represents a discount of 5% to the 3 year trailing peer group average of 11.5 times and a 24% discount to the spot peer
group average of 14.3 times as at 30 November 2016.

The reasonability of the estimated fair value of the investment has been tested by reference to an unlevered discounted cash flow model,
using the following inputs/assumptions:
-    Weighted average cost of capital of 39.3%
-    Terminal growth rate of 5%

The nature of debt of IE Rentals is such that drawdowns occur as and when rental equipment is purchased. As such the debt is more akin to
working capital in nature and thus an unlevered discounted cash flow model is considered to be appropriate.

The Company has pledged and ceded in secuitatem debiti to SSL the shares held in IE Rentals as a continuing general covering collateral
security in respect of the amounts owed by IE Rentals to SSL.

7. LOAN INVESTMENTS

R'000                                                                                    2016        2015
Loan Participation 3                                                                        -      33,173
Loan Participation 4                                                                        -      40,429
                                                                                            -      73,602
                                         
Long-term portion of loan portfolio                                                         -      56,631
Short-term portion of loan portfolio                                                        -      16,971
                                                                                            -      73,602
 
In the previous year, loan syndication agreements were entered into between Stellar Capital and Afrasia Special Opportunities Fund (Pty)
Ltd ("ASOF"), whereby the Company has participated in loans advanced by ASOF to various private entities unrelated to the Company. The
credit risk of the loan participations was shared by all syndicated parties in accordance with the proportion of the funding provided by each
syndication party. Stellar Capital shared in 19% and 24% of the risks and rewards of Loan Participations 3 and 4 respectively, in equal
measure with other participants. The loans were transferred to SSL during the current financial year.

8. LOANS TO PORTFOLIO COMPANIES

R'000                                                                                    2016        2015
Amalgamated Electronic Corporation Ltd                                                  2,003           -
Stellar Credit (Pty) Ltd                                                                1,000           -
Cadiz Holdings (Pty) Ltd                                                                  724           -
Mine Restoration Investments Ltd                                                          895      11,556
Integrated Equipment Rentals (Pty) Ltd - initial facility                                   -       7,372
Integrated Equipment Rentals (Pty) Ltd - drawdown facility                                  -      16,045
Praxis Financial Services (Pty) Ltd                                                         -      40,000
                                                                                        4,622      74,973
 
Long-term portion of loans to portfolio companies                                           -      18,978
Short-term portion of loans to portfolio companies                                      4,622      55,995
                                                                                        4,622      74,973

Short-term loans have been granted to Amecor, Stellar Credit and Cadiz to fund working capital requirements. Interest is charged at prime
plus 2%. As at 30 November 2016, the carrying values of the loans are considered to approximate fair value as the interest rate charged is
commensurate with the credit risk associated with the loans and is therefore considered to be market-related. There is no indication of
impairment at year-end.

As at 30 November 2016 MRI owes Stellar Capital R3.1 million, of which R2.2 million has been impaired. An agreement was entered into in
December 2016 whereby the loan receivable was sold to a 3rd party for R0.9 million

The loans owing by IE Rentals and Praxis in the previous year were transferred to SSL during the current year. As at 30 November 2016 IE
Rentals owes SSL R45.6 million on which interest is payable monthly at a rate of prime plus 11% per annum (as of 1 April 2016) and Praxis
owes SSL R81.9 million on which interest is payable monthly at a rate of prime plus 8% per annum and R28 million on which interest is
payable monthly at a rate of prime plus 1% per annum (the latter balance representing the refinanced portion of the initial loan).

9. OTHER FINANCIAL ASSETS

R'000                                                                                    2016       2015
Cadiz Asset Management (Pty) Ltd Retention Funds                                        2,632          -
Cadiz Asset Management (Pty) Ltd Fixed Income Annuities                                 1,449          -
Cadiz South Easter Fixed Interest IDS QI Hedge Fund                                    20,965          -
Deposit                                                                                     -    200,000
Rights Offer receivable                                                                     -     88,998
Goliath Gold Mining Ltd deferred proceeds                                                   -     46,803
Lavender Sky Investments 40 (Pty) Ltd                                                       -     34,724
Sizwe Africa IT Group (Pty) Ltd                                                             -      1,867
Impairment of Sizwe Africa IT Group (Pty) Ltd                                               -    (1,867)
                                                                                       25,046    370,525
                                       
Long-term portion of other financial assets                                            23,864     46,803
Short-term portion of other financial assets                                            1,182    323,722
                                                                                       25,046    370,525
                                       
Cadiz Asset Management (Pty) Ltd Retention Funds
These investments were received as a dividend in specie from Cadiz in June 2016 and are classified as held at fair value through profit or
loss as they have been designated as such by management. The investments are categorised as Level 2 in the fair value hierarchy in
accordance with IFRS 13.

Cadiz Asset Management (Pty) Ltd Fixed Income Annuities
These investments were received as a dividend in specie from Cadiz in June 2016 and are held at amortised cost.

Cadiz South Easter Fixed Interest IDS QI Hedge Fund
The investment is held at fair value through profit or loss as it has been designated as such by management. The investment is categorised
as Level 2 in the fair value hierarchy in accordance with IFRS 13.

Deposit
The refundable deposits on the acquisitions of Cadiz and Tellumat were received in full during the current financial year.

Rights Offer receivable
The outstanding proceeds on the Rights Offer were received in full during the current financial year.

Goliath Gold Mining Ltd deferred proceeds
In the previous financial year, the investment in Goliath Gold Ltd was disposed of and the Company elected to receive the deferred proceeds
of R51.7 million (R1.60 per Goliath Gold share), resulting in the derecognition of the investment and the recognition of a receivable in other
financial assets. During the current financial year the Company entered into an agreement to receive an early settlement of the proceeds of
R48.5 million, of which R1.4 million was recognised as interest earned on the unwinding of the receivable, resulting in a fair value gain of
R0.3 million upon disposal.

Lavender Sky Investments 40 (Pty) Ltd
The loan to Lavender Sky Investments (Pty) Ltd was repaid in full in January 2016. The loan accrued interest at the prime rate and was
secured by a pledge of ordinary shares in Friedshelf 1678 Ltd, which approximated the full value of the loan.

Sizwe Africa IT Group (Pty) Ltd
This related to expenses settled on behalf of Sizwe Africa IT Group (Pty) Ltd. The loan bore no interest, was fully impaired in the previous
financial year and was written off in the current financial year.

10. SHARE CAPITAL
In the previous financial year, the authorised ordinary share capital of the Company was increased from 200,000 ordinary shares of no par
value to 2,000,000,000 authorised ordinary shares of no par value.

                                       Number of ordinary shares issued  Date of issue     Issue price per share (Rand)
Specific acquisition issue - Tellumat                         5,631,007      01-Mar-16                             2.30
Specific acquisition issue - Torre                          130,934,036      18-Oct-16                             1.33
Specific acquisition issue - Amecor                           5,995,526       1-Nov-16                             1.90

On 30 November 2015, the Company issued 600 convertible redeemable preference shares at R1 million each to raise R600 million in
funding. The preference shares were issued at a dividend rate of 95% of prime and at an initial conversion price of R2.78. The redemption
date is 31 May 2019. The preference shares are convertible, at the election of the holders, into a maximum of 215,827,338 ordinary shares.

Cumulative convertible redeemable preference shares issued by the Group have been treated as compound financial instruments in
accordance with IAS 32 Financial Instruments: Presentation ("IAS 32"). The liability and equity components of the preference shares have
been separately classified as financial liabilities at amortised cost, in accordance with the effective interest rate method, and equity
instruments respectively. The carrying amount of the financial liability component of the preference shares has been determined with
reference to the fair value, by discounting the net present value of future cash flows, net of transaction costs, at market rate at inception for a
similar instrument without the equity conversion option, being 115% of prime rate. The carrying amount of the equity component of the
compound financial instrument has been determined by deducting the fair value of the financial liability component at inception from the fair
value of the compound financial instrument as a whole.

11. FAIR VALUE ADJUSTMENTS

R'000                                                                                          2016         2015
Realised gains/(losses) on investments                                                       37,382        (534)
Unrealised losses on investments                                                          (350,249)     (20,800)
Fair value losses resulting from capital distributions by portfolio companies             (436,961)            -
Realised gains on other financial assets                                                      1,930            -
Unrealised losses on other financial assets                                                   (605)            -
                                                                                          (748,503)     (21,334)

Realised and unrealised fair value gains and losses                                       (311,542)     (21,334)
Fair value losses resulting from capital distributions by portfolio companies             (436,961)            -
                                                                                          (748,503)     (21,334)

The fair value adjustments line item in the statement of comprehensive income has been disaggregated into two components in order to
separately present the recurring and non-recurring fair value adjustments.

12. DIVIDEND REVENUE

R'000                                                                                          2016        2015

Capital distributions declared by portfolio companies as cash                               276,708           -
Cadiz Holdings (Pty) Ltd                                                                     42,208           -
Stellar Credit (Pty) Ltd                                                                      2,500           -
Stellar Specialised Lending (Pty) Ltd                                                       232,000           -

Capital distributions declared by portfolio companies as dividends in
specie                                                                                      160,253           -
Cadiz Holdings Ltd                                                                          160,253           -

Earnings distributions declared by portfolio companies                                       43,002           9
Stellar Specialised Lending (Pty) Ltd                                                        33,144           -
Torre Industries Ltd                                                                          9,858           9

Other dividends received                                                                         62           -

                                                                                            480,025           9

Capital distributions declared by portfolio companies                                       436,961           -
Earnings distributions declared by portfolio companies                                       43,002           9
Other dividends received                                                                         62           -
                                                                                            480,025           9

The dividend revenue line item in the statement of comprehensive income has been disaggregated into two components in order to
separately present the recurring and non-recurring dividends received.

13. INTEREST REVENUE

R'000                                                                                          2016         2015
Loan investments                                                                             16,255       12,506
Loans to portfolio companies                                                                 51,728        8,031
Other financial assets                                                                        2,260          783
Cash and cash equivalents                                                                    27,945        2,988
                                                                                             98,188       24,308

14. FINANCE COSTS

Finance costs in the current year relate to interest on the preference share liability which accrues at 115% of the prime interest rate.

15. RELATED PARTY TRANSACTIONS

During the current year the Company incurred management fees to Thunder Securitisations (Pty) Ltd, the management company, in the
amount of R11.1 million (2015: R8.3 million) after recoveries of R7 million (2015: R1.6 million), representing 0.6% of the average NAV of
Stellar Capital over the reporting period (2015: 0.8%). Refer to note 8 for loans advanced to portfolio companies and note 13 for interest
earned on loans to portfolio companies.

16. DIVIDEND

No ordinary dividend has been declared for the year under review (2015: nil).

17. CHANGE TO THE BOARD OF DIRECTORS AND COMPANY SECRETARY

-    Mr M Wentzel replaced Ms CH Wiese as alternate independent non-executive director to Ms CC Wiese with effect on 11 April 2016 and
     on 29 July 2016 Mr Wentzel's role changed to that of independent non-executive director when he replaced Ms CC Wiese;
-    Mr MM Ngoasheng was appointed as an independent non-executive director with effect from 26 October 2016;
-    On 1 November 2016, Ms L Mangope and Ms J de Bruyn resigned as independent non-executive directors and members of the Audit
     and Risk Committee;
-    Mr CJ Roodt joined the Audit and Risk Committee on 2 November 2016;
-    Mr L Potgieter was appointed as an independent non-executive director and chairman of the Audit and Risk Committee on 2 November
     2016;
-    With effect from 1 September 2016, Mr S Graham was appointed as Company Secretary following the resignation of The Secretarial
     Company (Pty) Ltd, represented by Ms C du Preez, on 31 August 2016.

18. CONTINGENT LIABILITIES

At the reporting date, the Company has issued limited corporate guarantees in favour of the creditors of Praxis Financial Services for 
R47.5 million (2015: R11 million). The guarantees will expire on 30 September 2017. Due to the nature of the operations of Praxis, it requires
purchasing power in order to grow its revenue by way of increased parts funding. The Company therefore took the decision to assist the
investee in this regard, after considering the profitability of Praxis and its ability to generate sufficient cash to sustain the enabled growth.
Management accounts are obtained from Praxis on a monthly basis and analysed in conjunction with the monitoring of the purchases from
suppliers for which guarantees have been issued.

19. EVENTS AFTER THE REPORTING PERIOD

The Board of Directors are not aware of any events after the reporting date and until the date of approval, which have a material impact on
the annual financial statements as presented.


By order of the Board

CE Pettit                                                                 CB de Villiers
Chief Executive Officer                                                   Chief Financial Officer

16 February 2017


FORWARD-LOOKING STATEMENTS

Any forward-looking statements included in this results announcement involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance
or achievements expressed or implied by such forward-looking statements. Any reference to forecast information included in this results
announcement does not constitute an earnings forecast and has not been reviewed or reported on by the Group's external auditors.

CORPORATE INFORMATION

Directors
DD Tabata (Chairman)*, CE Pettit (Chief Executive Officer), CB de Villiers (Chief Financial Officer), MM Ngoasheng*, L Potgieter*, CJ
Roodt*, PJ van Zyl#, MVZ Wentzel*
#Non-executive *Independent non-executive

Company Secretary
Sean Graham

Registered office and business address
3rd Floor, The Terraces, 25 Protea Road, Claremont, Cape Town, 7708

Postal address
Suite 229, Private Bag X1005, Claremont, Cape Town, 7735

Transfer Secretaries
Computershare Investor Services (Pty) Ltd
70 Marshall Street, Johannesburg, 2001

Sponsor
Rand Merchant Bank (a division of First Rand Bank Limited)
15th Floor, 1 Merchant Place, Cnr Rivonia Road and Fredman Drive, Sandton, Johannesburg, 2196



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