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Preliminary audited summarised consolidated results for the year ended 31 March 2017
INVICTA HOLDINGS LIMITED
Registration number: 1966/002182/06 | (Incorporated in the Republic of South Africa)
Share code: IVT | ISIN: ZAE000029773
Preference share code: IVTP | ISIN: ZAE000173399
("Invicta" or "the Group" or "the Company")
PRELIMINARY AUDITED SUMMARISED CONSOLIDATED RESULTS
FOR THE YEAR ENDED 31 MARCH 2017
FINANCIAL HIGHLIGHTS
REVENUE
UP 8.4% to
R11.5 BILLION
PROFIT ATTRIBUTABLE TO
ORDINARY SHAREHOLDERS
UP 25.7% to
R533 MILLION
OPERATING PROFIT
(BEFORE FOREIGN
EXCHANGE MOVEMENTS)
UP 35.9% to
R1.16 BILLION
HEADLINE EARNINGS
PER SHARE
UP 37.3% to
500 CENTS
The 31 March 2017 results as disclosed above represent the total continuing and discontinued operations.
COMMENTS
OVERVIEW OF THE YEAR
The Invicta Group has delivered exceptional results for the year to 31 March 2017 under most difficult circumstances.
The conditions in the Group's diverse businesses proved to be challenging. Unusually high volatility in the
Rand exchange rate, the worst drought in living memory, continued political turmoil and a recession in South Africa
in Quarters 3 and 4 of the financial year.
It is therefore extremely pleasing to be able to report such good results, which bear testimony to the resilience of
the Group.
GROUP PERFORMANCE
CONTINUING OPERATIONS
The continuing operations comprise:
- ESG (Engineering Solutions Group) - distributor of engineering products, technical services and solutions including
bearings, tools, electric motors, hydraulics etc.
- CEG (Capital Equipment Group) - agricultural machinery, construction machinery, forklifts and related parts,
including Kian Ann Engineering, which is based in Singapore.
Revenue of continuing operations increased by 9.5% from R8.8 billion to R9.6 billion. Operating profit increased by 48%
from R681 million to R1.010 billion. This is due largely to improved gross profit management, cost containment and
reduced foreign exchange cost.
Profit for the year from continuing operations grew by 22% from R472 million to R575 million. Basic earnings per share
from continuing operations grew by 24% from 374 cents per share to 465 cents per share, whilst diluted earnings per
share increased by 26% from 396 cents to 499 cents per share. The dividend for the year is up 18% from 142 cents per
share to 167 cents per share.
Cash generated by all operations was very strong at R1.35 billion, up 130% from R586 million in the prior year.
A restatement of the prior year results has resulted in the prior year comparative numbers being restated. The effect of
this is not material and has resulted in a minor increase of R5.5 million of the comparative period net profit after taxation.
Further growth and expansion of current operations is taking place in Southern Africa, particularly through ESG and its
BMG division.
DISCONTINUED OPERATIONS
During the year the decision was taken to dispose of BSG (consisting of the MacNeil and Tiletoria group of companies), in
order to focus on the core competency of the Invicta Group, being industrial consumables, capital equipment and parts.
BSG is therefore shown as a Discontinued Operation in the Consolidated Statement of Profit or Loss and other Comprehensive
Income and as Assets Held for Sale in the Consolidated Statement of Financial Position.
ESG
The Engineering Solutions segment grew revenue by 8.5% (R366 million) to R4.665 billion for the year. A combination of
careful gross margin management and cost containment resulted in operating profit increasing by 18% to R480 million.
The R350 million construction and infrastructural expansion programme at BMG World in Johannesburg has been highly
successful, with the relocation of staff and inventory from the Durban facilities now complete. The Durban head office
has now been completely shut down and sold off. Some of the efficiencies from the programme are already evident,
with the main benefits projected to come through after September 2017, when the new warehouse management and
demand forecasting systems will become fully operational.
New branches in Tanzania, DRC and Ghana have started gaining momentum, adding to the non-South African operations
already in place in Zambia, Mozambique, Swaziland, Namibia and Botswana.
CEG
The Capital Equipment segment continues to focus on the growing importance and contribution of original manufactured
and aftermarket parts.
CEG had a highly satisfactory year in a sector which was wracked by the worst drought in South Africa in over 100 years which
resulted in equipment volume declines in the agricultural sector.
Despite this, revenue grew by 10.5% to R4.955 billion for the financial year through a combination of increased market
share and an improved sales mix. Good gross margin management and exceptional cost control led to operating profit
increasing by a phenomenal 30% to R470 million.
Invicta announced on 1 February 2017 that CEG had reached agreement with CNH Industrial ("CNH") that CNH will
distribute their New Holland brand agricultural products directly into South Africa, Swaziland, Lesotho, Botswana and
Namibia with effect from 1 May 2017. The impact on the Invicta Group results for the 2018 financial year is not expected
to be material. The remaining distribution rights for other CNH branded products (CASEIH & CASE Construction) are
not affected by this agreement. CEG will continue to support the New Holland agricultural products in the aftermarket.
BSG
(Included under Discontinued Operations)
The Building Supplies segment grew revenue by 3% to R1.896 billion. Operating profit was up by a highly commendable
55% to R108 million, adding R38 million during the year.
Investment in and construction of the new distribution facility in Midrand, Johannesburg to the value of R150 million
is in progress. This logistics and warehousing hub will provide the infrastructure base for the continued strong growth
expected from the Gauteng market and Southern African territories.
Invicta announced the disposal of BSG to Steinhoff Doors and Building Materials Proprietary Limited on 16 February
2017. All conditions precedent have been met, except for Competition Commission approval, which is expected to be
received within the next few months. The purchase consideration is based on an enterprise value of R732 million for
100% of BSG and excludes certain manufacturing and property businesses currently forming part of BSG, which will be
disposed of separately.
STRATEGIC FOCUS
The Group's strategic focus is to generate cash in its existing businesses and to invest this in sound acquisitions that
diversify the Group's revenue streams both within its product groups and geographically.
PROSPECTS
The Group remains resolute in its efforts to produce results above market benchmarks and its competitors. Trading
conditions are expected to remain challenging in the year ahead.
The businesses that make up the Invicta Group have strong fundamentals and enjoy significant competitive advantage.
Management will continue to consolidate the strengths of the current businesses that make Invicta one of the leading
suppliers of industrial consumable products, capital equipment and parts in Southern Africa.
Any forward looking statement in this announcement has not been reviewed nor reported on by the Company's auditors.
CHANGES TO THE BOARD AND BOARD COMMITTEES
During the 2017 financial year, Byron Nichles resigned as CEO of ESG effective 31 October 2016 and was appointed as
a non-executive director of the Invicta board effective 1 November 2016. Lance Sherrell resigned as a member of the
Audit committee effective 29 August 2016 and was replaced by Ramani Naidoo effective 2 September 2016. Charles
Walters resigned as CEO of the Invicta Group effective 31 January 2017. Arnold Goldstone was re-appointed as Group
CEO effective 1 February 2017. David Samuels resigned as chairman of the Social and Ethics committee effective 10 April
2017 and was replaced by Rashid Wally effective 10 April 2017.
APPRECIATION
The board is once again highly appreciative to the executive management, the respective management teams of our
businesses and most importantly all the staff, for the excellent commitment and performance in what can only be
described as difficult and uncertain economic times.
The board is confident that, with the strengths the Group possesses and the strategic decisions that the board will take,
the Group will continue to deliver sustainable value to all stakeholders going forward.
INDEPENDENT AUDITOR'S REPORT ON SUMMARISED FINANCIAL STATEMENTS
TO THE SHAREHOLDERS OF Invicta Holdings Limited
OPINION
The summarised consolidated financial statements of Invicta Holdings Limited, which comprise the summarised
consolidated statement of financial position as at 31 March 2017, the summarised consolidated statements of profit or
loss and other comprehensive income, changes in equity and cash flows for the year then ended, and related notes, are
derived from the audited consolidated financial statements of Invicta Holdings Limited for the year ended 31 March 2017.
In our opinion, the accompanying summarised consolidated financial statements are consistent, in all material respects,
with the audited consolidated financial statements of Invicta Holdings Limited, in accordance with the requirements of
the JSE Limited Listings Requirements for preliminary reports, set out in the 'Basis of Preparation' note to the summarised
consolidated financial statements, and the requirements of the Companies Act of South Africa as applicable to summary
financial statements.
SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS
The summarised consolidated financial statements do not contain all the disclosures required by the International
Financial Reporting Standards and the requirements of the Companies Act of South Africa as applicable to the annual
financial statements. Reading the summarised consolidated financial statements and the auditor's report thereon,
therefore, is not a substitute for reading the audited consolidated financial statements of Invicta Holdings Limited and
the auditor's report thereon.
THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND OUR REPORT THEREON
We expressed an unmodified audit opinion on the audited consolidated financial statements in our report dated
22 June 2017. That report also includes:
- The communication of other key audit matters as reported in the auditor's report of the audited financial statements.
DIRECTORS' RESPONSIBILITY FOR THE SUMMARY CONSOLIDATED FINANCIAL STATEMENTS
The directors are responsible for the preparation of the summarised consolidated financial statements in accordance with
the requirements of the JSE Limited Listings Requirements for preliminary reports, set out in the 'Basis of Preparation'
note to the summary consolidated financial statements, and the requirements of the Companies Act of South Africa
as applicable to summary financial statements, and for such internal control as the directors determine is necessary to
enable the preparation of the summary consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
The Listings Requirements require preliminary reports to be prepared in accordance with the framework concepts
and the measurement and recognition requirements of International Financial Reporting Standards (IFRS), the SAICA
Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued
by the Financial Reporting Standards Council, and to also, as a minimum, contain the information required by IAS 34,
Interim Financial Reporting.
AUDITOR'S RESPONSIBILITY
Our responsibility is to express an opinion on whether the summarised consolidated financial statements are consistent,
in all material respects, with the audited consolidated financial statements based on our procedures, which were
conducted in accordance with the International Standard on Auditing (ISA) 810 (Revised), Engagements to Report on
Summary Financial Statements.
Deloitte & Touche
Registered Auditor
Per: Thega Marriday
Partner
22 June 2017
Buildings 1 and 2
Deloitte Place
The Woodlands
Woodlands Drive
Woodmead Sandton
2052
SUMMARISED CONSOLIDATED STATEMENT
OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Restated
% 2017 2016
change R'000 R'000
Continuing operations
Revenue 9 9 631 811 8 799 244
Gross profit 3 073 847 2 590 774
Operating profit before foreign exchange movements 34 1 051 178 783 464
Net foreign exchange cost (40 748) (102 489)
Operating profit 48 1 010 430 680 975
Interest received and dividends received from financial investments 771 942 674 401
Interest paid (889 429) (797 073)
Share of profits of associates 4 106 5 607
Profit before taxation from continuing operations 59 897 049 563 910
Taxation (321 747) (92 264)
Profit for the year from continuing operations 22 575 302 471 646
Discontinued operations
Profit for the year from discontinued operations 50 36 505 24 340
Profit for the year 611 807 495 986
Other comprehensive income
Items that will be reclassified subsequently to profit or loss:
Exchange differences on translating capitalised loans (10 788) -
Exchange differences on translating foreign operations (82 482) 164 129
Total comprehensive income for the year 518 537 660 115
Profit attributable to:
Owners of the company 533 304 424 219
Non-controlling interest (3 932) (1 940)
Preference shareholders 82 435 73 707
611 807 495 986
Total comprehensive income attributable to:
Owners of the company 447 004 590 280
Non-controlling interest (10 902) (3 872)
Preference shareholders 82 435 73 707
518 537 660 115
Basic earnings per share from continued operations (cents) 24 465 374
Basic earnings and normalised earnings per share (cents) 26 499 396
Diluted earnings per share (cents) 26 499 396
SUMMARISED CONSOLIDATED HEADLINE EARNINGS
AND EARNINGS PER SHARE
Restated
% 2017 2016
change R'000 R'000
Determination of headline earnings
Attributable earnings 533 304 424 219
Adjustments
- Headline earnings per share adjustments on discontinued
operations (578) (366)
- Impairment of intangible assets - 12 935
- Gain from bargain purchase price recognised (235) -
- Impairment of property, plant and equipment 3 517 (2 663)
- Loss/(profit) on disposal of investments 5 286 (35)
- Profit on disposal of other assets (231) -
- Net profit on disposal of property, plant and equipment (11 355) (62 043)
- Impairment of loans 3 089 -
Total adjustments before taxation and non-controlling interest (507) (52 172)
Taxation 1 456 16 974
Non-controlling interest 307 142
Total adjustments 1 256 (35 056)
Headline earnings 534 560 389 163
Determination of normalised headline earnings
Headline earnings 534 560 389 163
Relocation provision (net of tax) - 18 000
Normalised headline earnings 534 560 407 163
Headline earnings per share from continuing
operations (cents) 466 341
Headline earnings and diluted headline earnings per
share (cents) 500 364
Normalised headline earnings per share (cents) 500 380
Shares in issue
Weighted average (000s) 106 953 107 013
At the end of the period (000s) 108 495 108 495
Number of shares used for diluted earnings per share (000s) 106 953 107 013
Headline earnings per share (cents) 37 500 364
Earnings per share (cents) 26 499 396
Dividends per share* (cents) 167 142
- Interim 7 72 67
- Final 27 95 75
* In accordance with IAS 10 (Events After The Reporting Period), the final dividend of 94.51 cents per share proposed by the directors has not been reflected
in the final results.
SUMMARISED CONSOLIDATED CONDENSED STATEMENT OF
FINANCIAL POSITION
Restated Restated
2017 2016 2015
R'000 R'000 R'000
ASSETS
Non-current assets 8 167 232 7 398 015 6 586 957
Property, plant and equipment 1 640 530 1 495 251 1 274 365
Financial investments and investment in associates 2 085 253 1 808 135 1 638 830
Goodwill and other intangible assets 776 075 832 137 839 090
Financial assets, finance leases and long-term receivables 3 484 113 3 075 413 2 669 357
Deferred taxation 181 261 187 079 165 315
Current assets 7 024 693 7 483 427 7 704 220
Inventories 3 662 856 4 092 849 3 803 416
Trade and other receivables 1 541 960 1 970 913 1 941 824
Taxation prepaid 16 113 27 137 18 855
Current portion of financial investments, finance leases
and long-term receivables 751 247 610 606 1 219 107
Bank and cash balances 1 052 517 781 922 721 018
Assets classified as held for sale 1 073 053 12 058 -
Total assets 16 264 978 14 893 500 14 291 177
EQUITY AND LIABILITIES
Capital and reserves 5 268 111 5 039 982 4 635 652
Equity attributable to the equity holders 5 116 027 4 856 672 4 459 973
Non-controlling interest 152 084 183 310 175 679
Non-current liabilities 6 892 355 6 193 333 5 670 556
Long-term borrowings and financial liabilities 6 857 313 6 164 339 5 637 801
Deferred taxation 35 042 28 994 32 755
Current liabilities 3 432 390 3 660 185 3 984 969
Trade, other payables and provisions 2 136 640 2 406 441 2 554 310
Share appreciation rights liability 5 443 8 474 -
Taxation liabilities 170 052 32 124 37 918
Shareholders for dividends 49 593 48 082 40 105
Current portion of long-term borrowings 864 211 939 276 1 176 983
Current portion of financial liabilities - - 28 022
Bank overdrafts 206 451 225 788 147 631
Liabilities associated with assets held for sale 672 122 - -
Total liabilities 10 996 867 9 853 518 9 655 525
Total equity and liabilities 16 264 978 14 893 500 14 291 177
SUMMARISED CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
Restated
2017 2016
R'000 R'000
SHARE CAPITAL, SHARE PREMIUM AND PREFERENCE SHARE CAPITAL
Share capital 5 424 5 424
Share premium 2 653 151 2 653 151
Treasury shares - Balance at the beginning of the year (85 011) (80 098)
Treasury shares - Movement for year 16 954 (4 913)
Treasury shares - Balance at the end of the year (68 057) (85 011)
Preference shares 750 000 750 000
RETAINED EARNINGS
Balance at the beginning of the year 1 358 685 1 111 256
Total comprehensive income 604 951 496 613
Transfer from non-distributable and other reserve movements 7 879 1 367
Non-controlling interest arising on acquisitions and purchases of
non-controlling interests - 17 086
Ordinary and preference dividends paid (241 463) (267 637)
Balance at the end of the year 1 730 052 1 358 685
OTHER RESERVES
Balance at the beginning of the year 174 423 20 240
Share appreciation rights exercised - (4 018)
Share appreciation rights change in classification - (8 179)
Non-controlling interest arising on acquisitions and purchases of
non-controlling interests (41 944) 1 942
Other reserve movements (11 510) -
Translation of foreign operations (75 512) 164 438
Balance at the end of the year 45 457 174 423
Attributable to equity shareholders 5 116 027 4 856 672
NON-CONTROLLING INTEREST
Balance at the beginning of the year 183 310 175 679
Total comprehensive income 18 686 13 712
Transfer from non-distributable and other reserve movements (3 146) 3 196
Non-controlling interest arising on acquisitions and purchases of
non-controlling interests (37 719) 324
Ordinary dividends paid (9 047) (9 601)
Balance at the end of the year 152 084 183 310
SUMMARISED CONSOLIDATED STATEMENT OF
CASH FLOWS
Restated
2017 2016
R'000 R'000
Cash flows from operating activities
Cash generated from operations 1 347 957 585 599
Finance costs (879 612) (1 068 195)
Dividends paid to Group shareholders and non-controlling interest (244 239) (269 262)
Taxation paid (188 896) (146 539)
Interest and dividends received 736 798 831 321
Net cash inflow/(outflow) from operating activities 772 008 (67 076)
Cash flows from investing activities
Proceeds on sale of property, plant and equipment and other intangible assets 95 858 139 128
Additions to property, plant and equipment (435 201) (308 672)
Additions to intangible assets (16 820) (10 703)
Acquisition of subsidiaries and associates (141 912) (82 398)
Dividend received from associates - 3 262
Proceeds on sale of Wegezi 9 240 477
Net increase in long-term receivables and finance lease receivables (404 726) (406 056)
Net increase in financial investments (192 081) (173 786)
Net (increase)/decrease in current portion of financial investments and
long-term and finance lease receivables (140 641) 608 501
Net cash outflow from investing activities (1 226 283) (230 247)
Cash flows from financing activities
Increase in long-term borrowings 733 843 472 912
Share appreciation rights settled - (4 018)
Treasury shares acquired - (4 913)
Decrease in current portion of long-term borrowings and financial liabilities (62 946) (266 086)
(Acquisition)/disposal of non-controlling interest (46 317) 18 487
Net cash inflow from financing activities 624 580 216 382
Net increase/(decrease) in cash and cash equivalents 170 305 (80 941)
Cash and cash equivalents at the beginning of the year 556 134 573 387
Effect of foreign exchange rate movement on cash balance (25 358) 63 688
Cash and cash equivalents at the end of the year 701 081 556 134
OTHER INFORMATION
Restated
2017 2016
R'000 R'000
Net interest-bearing debt: equity ratio (excluding long-term debt secured by
investments and loans) (%) 28% 34%
Depreciation and amortisation (R'000) 138 138 151 790
Net asset value per share (cents) 4 715 4 476
Tangible net asset value per share (cents) 4 000 3 709
Capital expenditure (R'000) 435 201 563 491
Capital commitment (R'000) 189 640 182 344
SEGMENT INFORMATION
Group,
financing Total
Engineering Capital and other Continuing Building Total
Solutions Equipment operations operations Supplies Operations
R'000 R'000 R'000 R'000 R'000 R'000
2017
Segment revenue 4 665 157 4 954 925 11 729 9 631 811 1 896 062 11 527 873
Segment operating
profit before foreign
exchange movements 479 762 469 813 101 603 1 051 178 108 264 1 159 442
Segment assets 2 758 272 4 085 804 8 347 849 15 191 925 1 073 053 16 264 978
Segment liabilities 719 727 1 779 389 7 825 629 10 324 745 672 122 10 996 867
2016 Restated
Segment revenue 4 298 874 4 483 878 16 492 8 799 244 1 836 606 10 635 850
Segment operating
profit before foreign
exchange movements 406 226 361 989 15 249 783 464 69 944 853 408
Segment assets 2 729 534 3 850 263 7 318 251 13 898 048 995 452 14 893 500
Segment liabilities 793 788 1 595 349 6 860 950 9 250 087 603 431 9 853 518
BASIS OF PREPARATION
The summarised consolidated financial statements are prepared in accordance with the requirements of the JSE Limited
Listings Requirements for preliminary reports, and the requirements of the Companies Act of South Africa applicable
to summary financial statements. The Listings Requirements require preliminary reports to be prepared in accordance
with the framework concepts and the measurement and recognition requirements of International Financial Reporting
Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial
Pronouncements as issued by the Financial Reporting Standards Council, and to also, as a minimum, contain the
information required by IAS 34, Interim Financial Reporting. The accounting policies applied in the preparation of the
consolidated financial statements, from which the summarised consolidated financial statements were derived, are in
terms of IFRS and are consistent with the accounting policies applied in the preparation of the previous consolidated
financial statements except for the accounting policy on the Group's share based payments. Previously the Group's
share based payments were classified as equity settled, this has been changed to cash settled in the current year.
The comparative numbers have been restated for this change in accounting policy.
Shareholders are advised that in order to obtain a full understanding of the nature of the auditor's engagement they
should obtain a copy of the unmodified ISA 810 and ISA 700 audit reports together with the consolidated financial statements
and financial information from the Company's registered office.
PREPARED BY
These audited annual consolidated financial statements and summarised financial statements have been prepared under
the supervision of Craig Barnard CA(SA), the Financial and Commercial Director.
ACQUISITIONS OF SUBSIDIARIES AND ASSOCIATES
The below acquisitions were made during the year ended 31 March 2017, amounting to R162 million:
ACQUISITION OF SUBSIDIARIES
The significant acquisitions undertaken in the current year related to Steve Woods Limited, Compact Computers
Solutions (Pty) Ltd, Arc Eng Since 1934 (Pty) Ltd, and D&D Lifting and Crane Services (Pty) Ltd. The Group acquired
control of these companies by purchasing controlling shares of their share capital. These subsidiaries are all operational
within the same segments as the current Group, thus the board identified these businesses based on their ability to
assist the Group with its expansion and growth. The goodwill is based on the provisional fair values of the assets and
liabilities, including identifiable intangible assets at acquisition date. Effective control was obtained through the
purchase of the majority equity of these subsidiaries. Goodwill arose on these acquisitions because the cost of these
combinations included a control premium. In addition, the consideration paid for these combinations effectively included
amounts in relation to the benefit of expected synergies, revenue growth and future market development. These benefits are
not recognised separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
Subsidiary Industry
Steve Woods Limited Supplier of new and refurbished excavators and undercarriage parts
Compact Computers Solutions (Pty) Ltd Provides information technology services to fellow subsidiaries
Arc Eng Since 1934 (Pty) Ltd Supplier of welding products
D&D Lifting and Crane Services (Pty) Ltd Supplier of engineering components and technical solutions
2017 2016
R'000 R'000
Fair value of net assets acquired
Non-current assets 44 696 23 087
Current assets 100 149 216 176
Non-current liabilities (24 673) (53 626)
Current liabilities (55 866) (89 645)
Net tangible asset value 64 306 95 992
Non-controlling interest * (25 797) 922
Fair value of net assets acquired 38 509 96 914
Bank and cash 1 162 (33 760)
Net fair value of net assets acquired 39 671 63 154
Cash outflow on acquisitions 42 020 80 083
Fair value of associate investment previously held 20 943 -
Fair value of net assets acquired (39 671) (61 310)
Total goodwill 23 527 18 773
Total gain from bargain purchase price (235) -
* Measured based on the net asset value of the acquiree at the
acquisition date.
Profit /(loss) after tax since acquisition date included in the consolidated
results for the year 2 789 (5 018)
Revenue since acquisition date included in the consolidated results for
the year 129 177 189 953
Profit /(loss) after tax should the business combinations have been included
for entire year 8 700 (34 658)
Revenue should the business combinations have been included for the
entire year 190 110 425 498
ACQUISITION OF ASSOCIATES
The acquisition of associates amounted to R100 million during the current year of which Kunshan Kensetsu Buhin Co.
Ltd was the only significant acquisition. The company was aquired for R96 709 978. Invicta Holdings Group share
of the net assets of Kunshan Kensetsu Buhin Co. Ltd is R70 343 754 giving rise to notional goodwill of R26 366 224.
EVENTS AFTER THE REPORTING DATE
During the current year the directors announced a plan to dispose of the Company's Building Supply Group business.
The business is being sold to Steinhoff Doors and Building Materials Proprietary Limited and the effective date of the
transaction is 1 April 2017, whilst the transaction closing date will be the 1st day of the month following the month in
which the last of the conditions precedent in the sale contract are fulfilled. The business has therefore been disclosed as
a discontinued operation and an asset held for sale at year end. No further items other than those disclosed above have
occurred after the reporting date.
RESTATEMENT NOTE
This restatement has been accounted for due to the proactive monitoring process of the Johannesburg Stock Exchange.
In the previous year, the Company accounted for the employee share incentive scheme as equity settled rather
than cash-settled.
As a result of the proactive monitoring process of the Johannesburg Stock Exchange a review of the annual financial
statements was performed by management, during this it was noted that in the previous year the Company had
accounted for a portion of the employee benefits as a provision rather than trade and other payables.
The correction of the above results in adjustments as follows:
As previously Restatement
2016 reported adjustments As restated
R'000 R'000 R'000
Statement of financial position
Share appreciation rights reserve (31 433) 14 305 (17 128)
Retained earnings (1 354 488) (4 197) (1 358 685)
Deferred tax asset 188 712 (1 633) 187 079
Share appreciation rights liability - (8 474) (8 474)
Trade and other payables (2 151 016) (58 935) (2 209 951)
Provisions (255 425) 58 935 (196 490)
Statement of comprehensive income
Selling, administration and distribution costs 2 203 177 (7 143) 2 196 034
Taxation - deferred tax (29 922) 1 633 (28 289)
Net effect on profit for the year 2 173 255 (5 510) 2 167 745
Other note disclosure
Basic earnings and normalised earnings per share (cents) 391 5 396
Diluted earnings per share (cents) 391 5 396
Headline earnings per share (cents) 359 5 364
Diluted headline earnings per share (cents) 358 6 364
Normalised headline earnings per share (cents) 375 5 380
As previously Restatement
2015 reported adjustments As restated
R'000 R'000 R'000
Statement of financial position
Trade and other payables (2 315 720) (44 610) (2 360 330)
Provisions (238 590) 44 610 (193 980)
As the change in intention from equity settled to cash settled share based payment was made by management during
the 2016 financial year the restatement has not affected the 2015 Statement of Financial Position and Statement of Profit
or Loss and other Comprehensive Income.
FAIR VALUE DISCLOSURE
The following is an analysis of the financial instruments that are measured subsequent to initial recognition at fair value.
They are grouped into levels 1 to 3 based on the extent to which the fair value is observable.
The levels are classified as follows:
Level 1 - fair value is based on quoted prices in active markets for identical financial assets or liabilities
Level 2 - fair value is determined using directly observable inputs other than level 1 inputs
Level 3 - fair value is determined on inputs not based on observable market data
Valuation
technique(s)
31 March 2017 and key inputs Level 1 Level 2 Level 3
Financial assets at fair value
FirstRand Bank Bonds 709 094 3 709 094 - -
Forward exchange contract asset 677 1 677 - -
Financial liabilities at fair value
Foreign trade payables 1 089 685 4 - 1 089 685 -
Foreign exchange contract liability 18 625 1 18 625 - -
Valuation
technique(s)
31 March 2016 and key inputs Level 1 Level 2 Level 3
Financial assets at fair value
FirstRand Bank Bonds 568 621 3 568 621 - -
Financial liabilities at fair value
Foreign trade payables 1 024 388 4 - 1 024 388 -
1. Discounted contractual stream payments using the zero swap curve at the valuation date.
2. Face value less specific related provision.
3. Expected settlement value.
4. Determined by the spot rate at year-end.
There have been no transfers between the levels during the financial year disclosed.
PREFERENCE SHARE CASH DIVIDEND
Notice is hereby given that the board has declared a gross cash dividend on 12 June 2017 of
698.35 cents (10 June 2016: 630.93 cents) per preference share for the period from 1 November 2016 to 12 June 2017.
Dividends are to be paid out of distributable reserves.
- Dividends tax (DT) of 20% will be withheld in terms of the Income Tax Act for those shareholders who are not
exempt from the DT.
- Accordingly, shareholders who are not exempt from DT will receive a net dividend of 558,68 cents per
preference share.
- Invicta Holdings Limited has 7 500 000 preference shares in issue.
- Invicta Holdings Limited's income tax reference number is 9400/012/03/6.
The salient dates for the preference share dividend will be as follows:
Last day of trade to receive a dividend Tuesday, 4 July 2017
Shares commence trading "ex" dividend Wednesday, 5 July 2017
Record date Friday, 7 July 2017
Payment date Monday, 10 July 2017
Share certificates may not be dematerialised or rematerialised between Wednesday, 5 July 2017 and Friday, 7 July 2017,
both days inclusive.
ORDINARY SHARE CASH DIVIDEND
Notice is hereby given that the board has declared a gross cash dividend of 94.51 cents per ordinary share for the
year ended 31 March 2017.
Dividends are to be paid out of distributable reserves. Dividend tax (DT) of 20% will be withheld in terms of the Income
Tax Act for those shareholders who are not exempt from DT. In accordance with paragraphs 11.17(1)(i) and 11.17(c) of the
JSE Listings Requirements, the following additional information is disclosed:
- The gross local dividend amount is 94.51 cents per ordinary share for shareholders exempt from the Dividend Tax;
- The net local dividend amount is 75.608 cents per ordinary share for shareholders liable to pay the Dividend Tax;
- Invicta Holdings Limited has 108 494 738 ordinary shares in issue (which includes 1 541 823 treasury shares); and
- Invicta Holdings Limited's income tax reference number is 9400/012/03/06.
The salient dates for the ordinary share dividend will be as follows:
Last day of trade to receive a dividend Tuesday, 1 August 2017
Shares commence trading "ex" dividend Wednesday, 2 August 2017
Record date Friday, 4 August 2017
Payment date Monday, 7 August 2017
Share certificates may not be dematerialised or rematerialised between Wednesday, 2 August 2017 and Friday, 4 August
2017, both days inclusive.
By order of the board
GM Chemaly Cape Town
Group company secretary 22 June 2017
Registered office: Invicta Holdings Limited, 3rd Floor, Pepkor House, 36 Stellenberg Road, Parow Industria, 7493
PO Box 6077, Parow East, 7501
Transfer secretaries: Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue,
Rosebank, Johannesburg, 2196. PO Box 61051, Marshalltown, 2107
Directors: Dr CH Wiese* (Chairman), A Goldstone (Chief Executive Officer), C Barnard, R Naidoo^, B Nichles*,
DI Samuels^, LR Sherrell*, AM Sinclair, RA Wally^, Adv JD Wiese*
* Non-executive ^ Independent non-executive
Group company secretary: GM Chemaly
Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
www.invictaholdings.co.za
Date: 26/06/2017 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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