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Condensed Annual Financial Statements For The Year Ended 28 February 2017
Gaia Infrastructure Capital Limited
Incorporated in the Republic of South Africa
(Registration number 2015/115237/06)
Share Code: GAI, ISIN ZAE000210555
("GAIA") or "the Company")
CONDENSED ANNUAL FINANCIAL STATEMENTS
for the year ended 28 February 2017
Highlights and key metrics
- Earnings per share up by 205% to 65.59 cents
- An investment holding company listed on the main board of the JSE
- Tangible net asset value per share increased 6.7% to R10.63
- Maiden dividend of 63.5 cents per share declared
- The Manager has finalized its BBBEE structure
- Strong pipeline of new investment opportunities
- December 2016: Acquired see-through economic interest of 25.2% in Dorper Wind Farm
- Notice of AGM: 29 August 2017
- Opportunity for investors to gain direct exposure to large infrastructure assets
Directors' report
The Board submits their report on the condensed annual financial statements of GAIA
Infrastructure Capital Ltd ("GAIA") for the year ended 28 February 2017.
1. Review of financial results and activities
GAIA was incorporated on 16 April 2015 and successfully listed as a Special Purpose
Acquisition Company ("SPAC") on the Main Board of the JSE Ltd ("the JSE") on
12 November 2015. GAIA is focused on acquiring equity stakes in emerging Southern
African infrastructure assets, specifically in the energy, transport and water and
sanitation sectors. GAIA aims to be a leading investment holding company of infrastructure
assets in South Africa. GAIA's investment philosophy is to invest in infrastructure assets
that are operational or near operational, offer low risk and yield inflationary
linked returns.
On listing, GAIA issued 55 150 000 shares at R10 per share, thereby raising R551.5 million.
A SPAC is a special purpose vehicle established for facilitating the primary capital
raising process to enable the acquisition of viable assets in pursuit of a listing on
the JSE.
The purpose of listing was to give institutional investors access to an attractive
alternative asset class that is usually only accessed through illiquid private equity
investments. GAIA invests substantially all its assets through its wholly owned subsidiary
GAIA Financial Services (Pty) Ltd ("GAIA Financial Services"). The two companies are
collectively referred to as "the Group".
On 20 December 2016, GAIA acquired through GAIA Financial Services an effective see-through
economic interest of 25.2% in Dorper Wind Farm (RF) (Pty) Ltd ("Dorper") for a consideration
of R501 million and transaction cost of R11.6 million ("Dorper Acquisition"). On completion
of the Dorper Acquisition, the Company transferred to the Investment Services sector on the
Main Board of the JSE.
Dorper is performing to expectations. At year end Gaia had received its first dividend
income from its investment in Dorper of R15.6 million. GAIA earned interest income of
R33 million over the reporting period with operating expenses amounting to R8.8 million.
Profit before interest and tax is R44.9 million and net comprehensive income for the period
is R36.2 million. GAIA achieved a strong set of results, delivering an enhanced tangible net
asset value of R10.63 (from R9.97) and a threefold improvement in earnings per share from
21.54 cents to 65.59 cents.
Total cash and cash equivalents remaining in the Company at the end of reporting period is
R85 million.
2. Share capital
There have been no changes to the authorised or issued share capital during the year under
review.
Number
Shareholding spread as at 28 February 2017 of shares %
General public: Individual shareholding less than 5% 10 228 017 18.55
Government Employees Pension Fund 22 700 000 41.16
Specialised Listed Infrastructure Equity 19 247 699 34.90
Directors of GAIA Infrastructure Capital Ltd 2 975 284 5.39
55 151 000 100
3. Directorate
The directors in office at the date of this report are as follows:
Directors Appointed Resigned
Leon de Wit Non-Executive Director 1 October 2015
Nathiera Kimber Independent Non-Executive Director 1 October 2015
Prudence Lebina Chief Executive Officer ("CEO") 1 October 2015
Romeo Makhubela Independent Non-Executive Director 1 October 2015 31 July 2016
Clive Ferreira Non-Executive Director 1 October 2015
Botha Schabort Non-Executive Director 1 October 2015
Eddie Mbalo Independent Non-Executive Director 1 October 2015
Tamee Soudien-Witten Finance Director ("FD") 1 October 2015
Mich Nieuwoudt Chief Investment Officer ("CIO") 19 April 2015
John Oliphant Managing Director ("MD") 1 October 2015 19 April 2016
Sisanda Tuku Independent Non-Executive Director 21 November 2016
The following changes have been made to the Board:
- Mr Eddie Mbalo has been appointed as the Independent Non-Executive Chairman of the
Company with effect from 19 October 2016. Mr Eddie Mbalo has replaced Mr Leon de Wit, who
has continued to serve on the Board.
- Ms Prudence Lebina has been appointed as Chief Executive Officer, effective
1 October 2016.
- Ms Sisanda Tuku has been appointed as Independent Non-Executive Director on
21 November 2016. Ms Sisanda Tuku has replaced Ms Prudence Lebina as Audit and Risk
Committee chair.
- Mr Romeo Makhubela has resigned as Independent Non-Executive Director with effect from
31 July 2016.
The Board appointed a Nomination Committee, chaired by Mr Eddie Mbalo, on 11 August 2016.
The members of the Nomination Committee are Mr Leon de Wit, Mr Botha Schabort and Ms
Prudence Lebina. The Nomination Committee was tasked by the Board to fill the resultant
vacancy on the Board.
4. Directors' interests in shares
As at 28 February 2017, the Directors held beneficial interests in 5.39% of its issued
ordinary shares, as set out below.
Total
shareholding %
Interests in shares Directors Direct Indirect 2017 shareholding
Leon de Wit - 1 179 222 1 179 222 2.14
Clive Ferreira 461 100 - 461 100 0.84
Botha Schabort 40 313 1 294 649 1 334 962 2.41
501 413 2 473 871 2 975 284 5.39
The register of interests of directors and others in shares of the Company is available to
the shareholders on request.
There have been no significant changes in beneficial interests that occurred between the
end of the reporting period and the date of this report.
5. Dividends
The Company's dividend policy is to pay consistent, stable inflationary linked returns.
At its discretion, the Board may consider a special dividend, where appropriate. Depending
on the perceived need to retain funds for expansion or operating purposes, the Board may
pass on the payment of dividends.
The Board of Directors has declared and approved a maiden dividend of 63.5 cents per shares,
from income reserves, for the year ended 28 February 2017. This equates to a dividend cover
ratio of 1.03 times earnings per share (6% of tangible net asset value). The Board's goal
is to deliver consistent and stable inflation linked dividend returns, growing in line
with inflation.
Salient dates for payment of the final dividend are:
- Declaration date 3 May 2017
- Last day to trade cum dividend 23 May 2017
- First trading day ex dividend 24 May 2017
- Record date 26 May 2017
- Payment date 29 May 2017
Share certificates may not be dematerialised or rematerialised between Wednesday,
24 May 2017 and Friday, 26 May 2017, both days inclusive.
Dividend tax will be withheld from the amount of the gross dividend of 63.5 cents per share,
at the rate of 20% unless a shareholder qualifies for exemption. After the dividend tax has
been withheld, the net dividend will be 50.8 cents per share.
The Company had a total of 55 151 000 shares in issue at the declaration date.
The Company's tax number is 9473/844/17/4.
6. Events after the reporting period
The directors are not aware of any material facts or circumstances that have arisen between
the reporting date and the date of this report which affect the financial position of the
Company as reflected in these condensed annual financial statements.
STATEMENT OF FINANCIAL POSITION
for the year ended 28 February 2017
2017 2016
Note(s) R R
Assets
Non-current assets
Financial asset at fair value through profit and loss 2 503 680 415 -
Current assets
Financial asset at fair value through profit and loss 2 - 549 042 504
Current tax receivable - 971 588
Cash and cash equivalents 84 755 945 2 347 179
84 755 945 552 361 271
Total assets 588 436 360 552 361 271
Equity and liabilities
Equity
Share capital 545 851 762 545 851 762
Retained income 40 233 869 4 058 529
586 085 631 549 910 291
Liabilities
Non-current liabilities
Deferred tax 567 854 146 030
Current liabilities
Trade and other payables 1 539 602 1 717 884
Loans from group companies - 587 066
Current tax payable 243 273 -
1 782 875 2 304 950
Total liabilities 2 350 729 2 450 980
Total equity and liabilities 588 436 360 552 361 271
Net asset value per share (Rand) 10.63 9.97
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
for the year ended 28 February 2017
2017 2016
Note(s) R R
Interest income 3 33 039 564 9 992 043
Dividend income 4 15 562 635 -
Net gain from financial assets at fair value through
profit or loss 5 5 082 978 825 077
Total revenue 53 685 177 10 817 120
Total operating expenses (8 798 612) (5 236 220)
Operating profit before finance costs 44 886 565 5 580 900
Finance costs (5 088) (45 768)
Increase in net assets attributable to ordinary
shareholders before taxation 44 881 477 5 535 132
Taxation (8 706 137) (1 476 603)
Increase in net assets attributable to ordinary
shareholders 36 175 340 4 058 529
Earnings per share information
Basic earnings per share (cents) 65.59 21.54
Diluted earnings per share (cents) 65.59 21.54
STATEMENT OF CHANGES IN EQUITY
for the year ended 28 February 2017
Share Retained Total
capital income equity
R R R
Balance at 16 April 2015 - - -
Increase in net assets attributable to ordinary
shareholders - 4 058 529 4 058 529
Issue of ordinary shares 551 500 100 - 551 500 100
Share issue costs (5 648 338) - (5 648 338)
Balance at 1 March 2016 545 851 762 4 058 529 549 910 291
Increase in net assets attributable to ordinary
shareholders - 36 175 340 36 175 340
Balance at 28 February 2017 545 851 762 40 233 869 586 085 631
STATEMENT OF CASH FLOWS
for the year ended 28 February 2017
2017 2016
R R
Cash flows from operating activities
Cash received from operations 39 625 306 6 515 693
Finance costs (5 088) (45 768)
Tax paid (7 069 452) (2 302 160)
Net cash generated by operating activities 32 550 766 4 167 765
Cash flows from investing activities
Investment in financial asset at fair value through
profit and loss (501 000 000) -
Purchase of financial assets - (551 500 000)
Proceeds on disposal of financial assets 551 445 066 3 240 586
Net cash generated by/(used in) investing activities 50 445 066 (548 259 414)
Cash flows from financing activities
Proceeds from share issue - 551 500 100
Share issue costs - (5 648 338)
Proceeds from related party loans - 587 066
Repayment of related party loans (587 066) -
Net cash (used in)/from financing activities (587 066) 546 438 828
Total cash movement for the year 82 408 766 2 347 179
Cash at the beginning of the year 2 347 179 -
Total cash at the end of the year 84 755 945 2 347 179
1. Accounting Policies
1.1 Summary of significant accounting policies
Presentation of condensed annual financial statements
The condensed annual financial statements have been prepared in accordance with IAS 34
Interim Financial Reporting, as well as the SAICA Financial Reporting Guides as issued
by the Accounting Practices Board, the Financial Reporting Pronouncements as issued by
the Financial Reporting Accountants Council, the requirements of the Companies Act and
the Listings Requirements of the JSE. The condensed annual financial statements do not
include all of the information required for full financial statements. The condensed
annual financial statements have been prepared on the basis of accounting policies
applicable to a going concern.
The basis presumes that funds will be available to finance future operations and that
the realisation of assets and settlement of liabilities, contingent obligations and
commitments will occur in the ordinary course of business.
The condensed annual financial statements have been prepared on the historic cost
basis except that financial assets and liabilities at fair value through profit and
loss are stated at their fair value. They are presented in Rands, which is the
Company's functional and presentation currency. Amounts are rounded to the
nearest Rand.
These accounting policies are consistent with the previous period.
These condensed annual financial statements for the year have been extracted from
audited information, but is not itself audited. The auditor's unqualified audit report
and the audited financial statements are available for inspection at the Company's
registered office in terms of Section 3.18(f) of the Listings Requirements.
The condensed annual financial statements were prepared under supervision of the
Financial Director, Tamee Soudien-Witten CA(SA). The results were approved by the
Board of Directors on 20 April 2017.
The directors take full responsibility for the preparation of the condensed annual
financial statements and that the financial information has been correctly extracted
from the underlying audited annual financial statements.
1.2 Investment entities
An investment entity which acquires an interest in a subsidiary, joint venture or
associate shall be exempt from consolidation or equity accounting in terms of
amendments to IFRS 10, IFRS 12 and IAS 28 and shall measure an investment in a
subsidiary, joint venture or associate at fair value through profit or loss.
An investment entity is defined as an entity that:
- obtains funds from one or more investors for the purpose of providing those investors
with investment management services;
- commits to its investors that its business purpose is to invest in partners solely
for returns from capital appreciation, investment income, or both; and
- measures and evaluates the performance of substantially all its investments on a fair
value basis.
The Company has been deemed to meet the definition of an investment entity as per
IFRS 10 based on the following:
- The Company has obtained funds for the purpose of providing investors with an
operational and appropriately derisked secondary investment opportunity.
- The Company's business purpose, which was communicated directly to investors, is
investing in infrastructure assets that are operational or near operation, offer low
risk with inflationary linked investment returns.
- The performance of the Company's investments are measured and evaluated on a fair
value basis.
1.3 Financial instruments
Classification
The Company classifies financial assets and financial liabilities into the following
categories:
- Financial assets at fair value through profit or loss - designated
- Equity and debt instruments.
- Loans and receivables at amortised cost
- Cash and cash equivalents.
- Financial liabilities measured at amortised cost
- Balances due by subsidiaries.
The Company designates all debt and equity investments at fair value through profit
or loss on initial recognition because it manages, evaluates and reports on these
securities on a fair value basis in accordance with its documented investment
strategy. Internal reporting and performance measurement of these securities are on
a fair value basis.
A non-derivative financial asset with fixed or determinable payments may be classified
as a loan and receivable unless it is quoted in an active market, or it is an asset for
which the holder may not recover substantially all its investments, other than because
of credit deterioration.
Classification depends on the purpose for which the financial instruments were
obtained/incurred and takes place at initial recognition. Classification is reassessed
on an annual basis, except for derivatives and financial assets designated as at fair
value through profit or loss, which shall not be classified out of the fair value
through profit or loss category.
Recognition and initial measurement
Financial assets and financial liabilities at fair value through profit and loss are
recognised initially on the trade date, which is the date on which the Company becomes
a party to the contractual provisions of the instruments. Other financial assets and
financial liabilities are recognised on the date on which they are originated.
Financial assets and financial liabilities at fair value through profit and loss are
initially recognised at fair value, with transaction costs recognised in profit or loss.
Financial assets or financial liabilities not at fair value through profit and loss are
initially recognised at fair value plus transaction costs that are directly attributable
to their acquisition or issue.
Subsequent measurement
Financial instruments at fair value through profit or loss are subsequently measured at
fair value, with gains and losses arising from changes in fair value being included in
profit or loss for the period.
Loans and receivables are subsequently measured at amortised cost, using the effective
interest method, less accumulated impairment losses.
Financial liabilities at amortised cost are subsequently measured at amortised cost,
using the effective interest method.
Derecognition
The derecognition of a financial asset occurs when the contractual rights to the cash
flows from the financial asset expire or it transfers the rights to receive the
contractual cash flows in a transaction in which substantially all the risks and rewards
of ownership of the financial asset are transferred, nor retains substantially all the
risks and rewards of ownership and does not retain control of the financial asset.
On derecognition of a financial asset, the difference between the carrying amount of the
asset (or the carrying amount allocated to the portion of the asset derecognised), and
consideration received (including any new asset obtained less any new liability assumed)
is recognised in profit or loss. Any interest in such transferred financial assets that
is created or retained by the Company is recognised as a separate asset or liability.
The Company will derecognise a financial liability when its contractual obligations are
discharged, cancelled or expire.
Fair value determination
"Fair value" is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date
in the principal or, in its absence, the most advantageous market to which the Company
has access at that date. The fair value of a liability reflects its non-performance risk.
When available, the Company measures the fair value of an instrument using the quoted
price in an active market for that instrument. A market is regarded as "active" if
transactions for the asset or liability take place with sufficient frequency and volume
to provide pricing information on an ongoing basis.
If there is no quoted price in an active market, then the Company uses valuation
techniques that maximise the use of relevant observable inputs and minimise the use of
unobservable inputs. The chosen valuation technique incorporates all the factors that
market participants would consider in pricing a transaction.
The Company recognises transfers between levels of the fair value hierarchy as at the
end of the reporting period during which the change has occurred.
2017 2016
R R
2. Financial asset at fair value through profit and loss
At fair value through profit or loss - designated
Unit Trust Investment - 549 042 504
GAIA Financial Services (Pty) Ltd 503 680 415 -
503 680 415 549 042 504
The Company funded the acquisition of its effective see-through economic interest of 25.2%
in Dorper, through a R501 million loan to GAIA Financial Services. The loan was financed
using the proceeds from the partial disposal of the Company's unit trust investment. This
loan is interest-free, unsecured and has no fixed terms of repayment.
The acquisition was concluded on 20 December 2016.
The residual capital is held in a money market fund.
The acquisition entails the subscription for the ordinary shares in GAIA RE 1 equal to 34.9%
(R265 036 179) economic and voting interest of the issued share capital and the advancing
of a convertible loan (R235 963 821) to GAIA RE 1 which will effectively give the Company
an economic interest of 84.2% in GAIA RE 1.
The convertible loan may be settled in one of two ways, which could potentially trigger the
acquisition of minority interest in three (3) additional renewal energy projects or the
conversion of the convertible loan into additional ordinary shares in GAIA RE 1. The option
may be exercised no sooner than 1 July 2017 and no later than 31 December 2017.
GAIA RE 1 holds 30% of the issued share capital in Dorper, the 84.2% economic interest in
GAIA RE 1 equates to a 25.2% effective see-through economic interest in Dorper.
2017 2016
R R
Non-current assets
Designated as at fair value through profit or loss 503 680 415 -
Current assets
Designated as at fair value through profit or loss - 549 042 504
503 680 415 549 042 504
Fair value estimation
For financial assets recognised at fair value, disclosure is required of a fair value
hierarchy which reflects the significance of the inputs used to make the measurements.
Level 1 represents those assets which are measured using unadjusted quoted prices in active
markets for identical assets.
Level 2 applies inputs other than quoted prices that are observable for the assets either
directly (as prices) or indirectly (derived from prices).
Level 3 applies inputs which are not based on observable market data. This category includes
all instruments for which the valuation technique includes inputs not based on observable
data and the unobservable inputs have a significant effect on the instrument's valuation.
Valuation of underlying renewable assets
The value of the investment in the ordinary shares of Dorper was determined using the
discounted cash flow valuation model. Assumptions and inputs used in valuation techniques
include long-term CPI forecast and determination of an investor premium used in estimating
discount rates.
The objective of valuation techniques is to arrive at a fair value measurement that
reflects the prices that would be received to sell the investment in Dorper in an orderly
transaction between market participants at the measurement date.
The Company uses a valuation model that was developed by an experienced independent third
party during the bidding process for the rights of the project. This model has been
developed from recognised valuation models and the developer's experience regarding the
valuation of renewable energy projects.
Some of the significant inputs into the discounted cash flow model may not be observable
in the market and are derived from market prices or rates or are based on assumptions.
This valuation model therefore requires more management judgement and estimation in
determination of fair value.
In the valuation for the investment in Dorper management's judgement and estimation is
required for:
- selection of the appropriate valuation model to be used, in this case the discounted
cash flow model;
- assessment and determination of the expected cash flows from the investment in
Dorper; and
- selection of the appropriate discount rate.
The fair value estimate obtained from the discounted cash flow model will only be
adjusted for factors such as liquidity risk and model uncertainty to the extent that the
Company believes that a third-party market participant would take them into account in
pricing a transaction. No such adjustments were deemed necessary in the valuation of the
investment in Dorper.
The Company has an established control framework with respect to the measurement of fair
values. Specific controls include:
- verification of observable pricing inputs;
- a review and approval process for new models and changes to such models;
- analysis and investigation of significant valuation movements; and
- review of unobservable inputs and valuation adjustments.
The table on the next page analyses financial instruments measured at fair value at the
reporting date by the level in the fair value hierarchy into which the fair value
measurement is categorised.
The amounts are based on the values recognised in the statement of financial position.
All fair value measurements are recurring.
2017 2016
R R
Level 1
Unit trusts - 549 042 504
Level 3
GAIA Financial Services (Pty) Ltd 503 680 415 -
503 680 415 549 042 504
As at 28 February 2017, the fair value measurement of shares held by the Company in GAIA
Financial Services is categorised into Level 3. The fair value of investments in its 100%
subsidiary is determined using unadjusted net asset value of GAIA Financial Services at
reporting date.
Reconciliation of financial assets at fair value through profit or loss measured at Level 3
Gains in
Acquisitions profit or loss Total
GAIA Financial Services (Pty) Ltd 501 000 000 2 680 415 503 680 415
The change in unrealised gains or losses (net gain) for the period is included in profit or
loss for financial assets held at the reporting date. These gains and losses are recognised
in profit or loss as a net gain from financial instruments at fair value through profit
or loss.
Sensitivity of fair value measurement to changes in unobservable inputs
Although management believes that its estimates of fair value are appropriate, the use of
different methodologies or assumptions could lead to different measurements of fair value.
For fair value measurements in Level 3, changing one or more of the assumptions used to
reasonably possible alternative assumptions would have the following effects on net assets:
Sensitivity to
Range of changes in 1% 1%
Significant estimates for significant decrease in increase in
Valuation unobservable unobservable unobservable unobservable unobservable
technique inputs inputs inputs input input
The estimated fair
value would
increase if the
Discounted discount rate
cash flow Discount rate 12.92% decreased 16 962 258 (15 165 102)
Significant unobservable inputs used in measuring fair value
Significant unobservable inputs are developed as follows.
Discount rate:
Represents the rate used to discount projected levered or unlevered forecasted cash flows
for an asset to determine their present values. Their discounted present value cash flows
are determined as their fair value at reporting date. GAIA RE 1 uses a discount rate that
appropriately captures Dorper's stage-of-life, using South African data, substantiated by
international findings.
2017 2016
R R
3. Interest income
Interest income from financial assets carried at
amortised cost:
Money market funds 32 133 707 -
Cash and cash equivalents 905 857 -
33 039 564 -
Interest income on financial assets carried at fair value
through profit or loss:
Unit trust investment - 9 992 043
4. Dividend income
Dividend income is received from GAIA Financial Services's income which in turn received
income from the underlying investment in Dorper.
2017 2016
R R
Dividend received 15 562 635 -
2017 2016
R R
5. Net gain on financial asset at fair value through
profit or loss
Fair value gains/(losses)
Net gain on financial asset at fair value through
profit or loss
Financial asset - unit trusts - unrealised gain movement (825 077) 825 077
Financial asset - unit trusts - realised gain 3 227 640 -
Financial asset - GAIA Financial Services (Pty) Ltd 2 680 415 -
5 082 978 825 077
6. Earnings per share
Basic earnings per share
Basic earnings per share is determined by dividing profit or loss attributable to the
ordinary equity holders by the weighted average number of ordinary shares outstanding during
the period. Profit or loss attributable to the ordinary equity holders is determined as
profit or loss after adjusting for the after-tax effect.
2017 2016
R R
Basic earnings per share
From continuing operations (cents per share) 65.59 21.54
Basic earnings per share was based on earnings of R36 175 340 (2016: R4 058 529) and
weighted average number of ordinary shares of 55 151 000 (2016: calculated based on 1 000
shares issued on 16 April 2015 and 55 150 000 shares issued on listing 12 November 2015).
Prior year results are not comparable to the current year as 2017 was the first full year
of operations as a listed entity. It should also be noted that the acquisition of the viable
asset took place during the year.
2017 2016
R R
Reconciliation of profit for the period to basic earnings
Profit for the period attributable to equity holders of GAIA 36 175 340 4 058 529
Diluted earnings per share
In the determination of diluted earnings per share, profit or loss attributable to the
equity holders and the weighted average number of ordinary shares are adjusted for the
effects of all dilutive potential ordinary shares.
2017 2016
R R
From continuing operations (cents per share) 65.59 21.54
Diluted earnings per share is equal to earnings per share because there are no dilutive
potential ordinary shares in issue.
Headline earnings and diluted headline earnings per share
Headline earnings per share is calculated using Circular 2/2015. The calculation of headline
earnings per ordinary share is based on the weighted average of 55 151 000 (2016: 55 151 000)
ordinary shares in issue during the year, and headline earnings calculated as follows:
Headline earnings per share and diluted headline earnings per share are determined by
dividing headline earnings and diluted headline earnings by the weighted average number of
ordinary shares outstanding during a period.
Headline earnings and diluted headline earnings are determined by adjusting basic earnings
and diluted earnings by excluding separately identifiable remeasurement items. Headline
earnings and diluted headline earnings are presented after tax and non-controlling interest.
2017 2016
R R
Headline earnings per share (cents) 65.59 21.54
Diluted headline earnings per share (cents) 65.59 21.54
7. Related parties
Relationships
GAIA Infrastructure Partners (Pty) Ltd has been appointed as Manager of GAIA and therefore
has significant influence.
GAIA Infrastructure Partners (Pty) Ltd holds 1 000 shares in GAIA.
Credit risk
Credit risk consists mainly of cash deposits, cash equivalents, derivative financial
instruments and trade debtors. The Company only deposits cash with major banks with high
quality credit standing and limits exposure to any one counterparty.
No credit limits were exceeded during the reporting period, and management does not expect
any losses from non-performance by these counterparties.
Financial assets exposed to credit risk at year-end were as follows:
2017 2016
Financial instruments
Cash and cash equivalents 1 090 872 2 347 179
Money market funds 83 665 073 -
8. Events after the reporting period
No material facts or circumstances have arisen between the reporting date and the date of
this report which affect the financial position of the Company as reflected in these
condensed annual financial statements.
9. Going concern
The condensed annual financial statements have been prepared on the basis of accounting
policies applicable to a going concern. This basis presumes that funds will be available to
finance future operations and that the realisation of assets and settlement of liabilities,
contingent obligations and commitments will occur in the ordinary course of business.
General information
Country of incorporation and domicile
South Africa
Directors
KE Mbalo (Chairman)
L de Wit
N Kimber
KP Lebina (CEO)
C Ferreira
PB Schabort
TD Soudien-Witten (FD)
MM Nieuwoudt (CIO)
S Tuku
Registered office
37 Vineyard Road
Claremont
7708
Business address
37 Vineyard Road
Claremont
7708
Postal address
PO Box 44721
Claremont
7735
Bankers
FirstRand Bank Ltd
Auditors
KPMG Inc.
Chartered Accountants (S.A.)
Registered Auditors
Sponsor
PSG Capital
Secretary
Fusion Corporate Secretarial Services
Appointed 3 April 2017
Company registration number
2015/115237/06
Tax reference number
9473/844/17/4
Preparer
The condensed annual financial statements were independently compiled under the supervision
of Tamee Soudien-Witten CA(SA)
Notice of AGM
29 August 2017
Venue and time to be confirmed at a later date
Issued
3 May 2017
Date: 03/05/2017 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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