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PBT GROUP LIMITED - Abridged Audited Consolidated Financial Statements and Notice of Annual General Meeting

Release Date: 04/08/2017 16:32
Code(s): PBG     PDF:  
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Abridged Audited Consolidated Financial Statements and Notice of Annual General Meeting

PBT Group Limited
(Formerly Prescient Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 1936/008278/06)
Share code: PBG
ISIN: ZAE000227781
("PBT Group" or "the Company" or "the Group")

ABRIDGED AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017
AND NOTICE OF ANNUAL GENERAL MEETING

Further to the Condensed Consolidated Provisional Financial Statements for the year ended 31 March
2017 ("the provisional results") released on the Stock Exchange News Service of the JSE Limited
("SENS") on 30 June 2017, shareholders are advised that the Integrated Report will be distributed to
shareholders on 07 August 2017. In addition, the full Annual Financial Statements, Integrated Report
and Notice of Annual General Meeting ("AGM") are available on the PBT Group website at
www.pbtgroup.co.za/integrated-reports/.

Since the publication of the aforementioned provisional results, the following changes have been made
to the audited financial statements for the year ended 31 March 2017:

(All numbers are expressed in thousands)

    -   In the Segment Report, the group table, 2017 columns of the South Africa and Middle East/Africa
        segments, the segments’ assets and liabilities were incorrectly allocated and have now been
        reclassified. The numbers included in the continuing and discontinued operations tables are
        correct and no changes have been made.

        The segment assets and liabilities for the South Africa segment have changed from R179 149 and
        (R24 799) to R88 039 and (R20 475) respectively. The segment assets and liabilities for the Middle
        East/Africa segment have changed from R40 and (R58 268) to R91 149 and (R62 593) respectively.

        No effect on the total column of the group table for segment assets and liabilities.

    -   On the Statement of Financial Position at 31 March 2017, a reclassification was made on loans
        payable between current liabilities and non-current liabilities. Previously the loans payable
        amount was R42 911 under non-current liabilities. This changed to R7 348 under non-current
        liabilities and R35 563 under current liabilities.

        The total liabilities are unchanged at R104 923.

BUSINESS ACTIVITIES AND GROUP RESULTS

During the period under review, PBT Group Limited (previously Prescient Limited) shareholders approved
a transaction with Stellar Capital Partners Limited and received a distribution to an amount of R1.428
billion from Prescient Holdings Proprietary Limited ("Prescient Holdings"), resulting in the effective
disposal of Prescient Holdings. Prescient Limited was renamed to PBT Group Limited to better reflect
the ongoing operations and strategic vision of the Company. The pro rata income and expenses associated
with Prescient Holdings are disclosed as profits from discontinued operations in the audited abridged
consolidated statement of profit or loss and other comprehensive income. The comparative profit from
Prescient Holdings for the prior year has been restated to reflect as profits from discontinued operations
in the comparative period. The corresponding earnings per share and headline earnings per share have
also been reflected as a split between continuing and discontinued operations. Total loss after tax from
continuing operations after the impairment of goodwill (R31.6 million) for the period was R23.6 million
(March 2016: profit of R19.7 million) with profit before tax for continuing operations being R1.8 million
(March 2016: profit of R40 million). Headline earnings per share was 5.93 cents per share (March 2016:
6.79 cents per share) while headline earnings per share for continuing operations was 0.16 cents per
share (March 2016: 0.98 cents per share) and headline earnings per share for discontinued operations
was 5.77 cents per share (March 2016: 5.81 cents per share). The weighted average number of shares in issue 
for the 12 months ended 31 March 2017 was 1 619 927 367 (March 2016: 1 600 156 235).

SOUTH AFRICA AND AUSTRALIA

The South African and Australian operations continue to operate well despite the generally challenging
environment. The demand for our services in these areas remains strong and resulted in satisfactory
growth and profits.

MIDDLE EAST AND AFRICA

Challenges in the Middle East and Africa ("MEA") segment of our business resulted in a loss after tax of
R51.8 million for the region. The negative payment culture resulted in very high finance charges and a
bad debt write-off of R18.4 million. A change in the tax law resulted in withholding tax ("WHT") of R16.5
million being expensed as additional tax in the current financial year which resulted in an exceptionally
high tax charge. This will be a recurring expense in future periods. WHT is deducted from payments to
the Company from certain MEA countries. South Africa has Double Tax Agreements with most of these
countries which disallows the deduction of WHT. The WHT was allowed as a credit against the South
African Tax in terms of Section 6quin of the Income Tax Act. This Section has, however, been deleted
and for all tax years commencing on or after 1 January 2016 no concession is allowed. As of this date a
deduction can be claimed against the income in terms of Section 6quat(1C) of the Income Tax Act.
Although WHT of R14.9 million relating to previous periods is available to be offset against future tax
payable, we felt it prudent to impair this asset and expense it through profit or loss.

PROSPECTS FOR THE PBT GROUP

Since PBT Group’s inception it has focused exclusively on the data management market and, as a result,
it finds itself ideally positioned to maximise the current and future potential revenue from this sector.
The key to PBT Group’s success has been its early decision to specialise rather than diversify. The decision
to focus on this sector was a calculated risk that was taken as a result of experience and the foresight
that data management will consistently outperform the growth figures compared to the rest of the
Information and Communication Technology sector. The focused approach has resulted in PBT Group
acquiring and retaining highly specialised skills in the field. With more than 550 consultants PBT Group
has the capability to successfully service the end-to-end data management landscape. PBT Group has a
solid business strategy that allows for rapid change without compromising on the quality of the service
that is delivered to its clients. The strategic objectives that underpin PBT Group’s ongoing success are:

Be product agnostic
In a market of consolidation and technical overload, the decision to be product agnostic has proven to
be the right one. Not only does it ensure that PBT Group is trusted by its clients as an objective partner,
but it also allows for the consultant adjustment of its technology focus based on what it views as the
best of breed, without the pressure from technology vendors to stay loyal to a brand that might no longer
be delivering on client expectations. At the same time, it also allows for successful exposure to all
industries.

Specialise in data
Connectivity is the number one reason for an explosion in data. It started off with the internet, but has
truly gained momentum with the introduction of social media, mobile and Internet of Things (millions of
devices, from cars to fridges, are connected and continuously generate petabytes of data). Data has
therefore become central to every single aspect of running a business, from recruitment to procurement,
from finance to strategy to planning. Customer engagement and retention is no longer possible without
near real-time access to data. PBT Group acquired the skills and has the experience to capitalise on this
by successfully transforming data into business value for its clients.

Worldwide expansion
The skills that PBT Group acquired and developed over the last two decades are of world-class standards.
This presented an opportunity to compete internationally. PBT Group has been operating successfully
and profitably in Australia since 2005 and established a fully-fledged operation in Melbourne in 2008. In
the MEA region, PBT Group is following the MTN footprint across 22 countries. The change in the
treatment of WHT deductions in some of these countries impacted profitable trading severely and will
result in downscaling of this operation in the future, considering client requirements. Technological
advancement has paved the way for the exporting of our skills. To this end, we have established a small-
scale operation in the United Kingdom and will continue to expand our services in this market.

Big data
Big data originated in an attempt to differentiate it from other data. Big data is, however, becoming the
norm rather than the exception and it might soon become "just data" again. A large component of PBT
Group’s consulting base has been part of the industry that gave rise to the term big data. The
telecommunication companies were the first to generate millions of lines of data every second. They
allowed social media to get a foothold and in the process opened the door for terabytes of unstructured
data in the form of videos, pictures and text to be uploaded continuously. They were also the first to
realise the potential of analysing this data. Connectivity is what defined big data. Being part of this
process allowed PBT Group to gain valuable experience and is assisting greatly in all current big data
initiatives.

Cloud
With the advent of big data, the move to cloud was inevitable. More and more data required scalable
infrastructure which was not financially viable within a decentralised model. Cloud allows business to
focus on core differentiators whilst allowing standard components to be outsourced. PBT Group has
aligned itself with all the cloud players and is, at the same time, exploring providing analytics as a service
in the cloud.

Business analytics
The ultimate objective of obtaining, cleaning and structuring data is to analyse it in a way that provides
actionable insight that can drive an increase in bottom line returns for companies. PBT Group has a solid
understanding of this concept and has aligned itself with developing technologies in this space. These
include, but are not limited to, advanced analytics, machine learning, cognitive computing, data lakes
and geographical information systems.

Train and mentor potential candidates
PBT Group married two components that are very specific to the South African market, namely skill
shortage and empowerment, and devised a programme more than a decade ago that has seen hundreds
of eager youngsters being skilled up and successfully deployed in the industry as business intelligence
consultants and analysts. The success of this programme is unprecedented and the talent that has been
uncovered has been tremendous. The programme has no equal in the market and the quality of the
resulting skills are world-class.

Best of breed methodologies
Even though PBT Group has remained product agnostic it is constantly aligning itself with best of breed
methodologies. PBT Group has established competency centres within the Company that refine
methodologies such as Ralph Kimball and agile continuously, to ensure that it aligns with new
developments in the market. PBT Group provides leadership in the data management space and has
positioned itself well to meet, or even exceed, the growth potential that is projected for this sector. It
has shown consistent growth through tough economic times, because it proactively adjusted its strategy
to cater for challenges and to benefit from an extremely volatile market.

GOVERNANCE

PBT Group remains committed to sound corporate governance principles, including integrity,
transparency and accountability and we subscribe to the Code of Corporate Practices and Conduct as set
out in King IV. Heather Sonn resigned in July 2016 in order to focus on her demanding business interests
and Michael Buckham resigned in February 2017 due to an opportunity that lured him away. Ronell van
Rooyen, Keneilwe Moloko and Zane Meyer resigned on 17 March 2017 and the new Board members were
appointed in their stead. Pierre de Wet, Tony Taylor and Cheree Dyers were appointed on 17 March 2017
and Arthur Winkler was appointed on 17 May 2017.

DIVIDEND

No dividend from normal commercial operations has been declared for the six months ended 31 March
2017. Bi-annually, the board of directors ("the Board") consider the payment of a dividend, taking into
account prevailing circumstances and future cash and capital requirements of the Group in order to
determine the appropriate dividend in respect of a particular financial reporting period.

CAPITAL REDUCTION DISTRIBUTION

In accordance with the SENS announcement released on 26 May 2017, an excess pay-out was made post
year-end to the PBT Group by the Prescient Holdings Group. The cash portion of this excess pay-out
amounted to R26.2 million and will be paid out to shareholders as announced on SENS on 3 August 2017.

ACKNOWLEDGEMENTS

We would like to take this opportunity to thank our clients for their support, our staff, management and
our Board for their hard work and input during this interesting but challenging year. We would especially
like to thank Heather Sonn, who resigned on 31 July 2016, Michael Buckham who resigned in February
2017, Keneilwe Moloko, Zane Meyer and Ronell van Rooyen, who resigned on 17 March 2017, for their
incredible contribution to the Group during the preceding years. At the same time, we wish to welcome
Pierre de Wet, who was appointed as Executive Director and CEO on 17 March 2017, Tony Taylor, who
was appointed as Lead Independent Non-Executive Director on 17 March 2017, Cheree Dyers who was
appointed as Independent Non-Executive Director on 17 March 2017 and Arthur Winkler
who was appointed as Independent Non-Executive Director on 17 May 2017. We would also like to thank
our shareholders for their continued support during a time of change within the Group. 2017 was certainly
an interesting year and so will 2018 be in forming the base for our future.

Abridged Audited Consolidated Financial Statements
for the year ended 31 March 2017

ABRIDGED AUDITED CONSOLIDATED
STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
For the year ended 31 March 2017

                                                                                                               2017        2016
                                                                                                   Notes      R'000       R'000
Total income                                                                                                612 741     543 136
Services fees                                                                                               572 287     538 913
Interest and dividend income                                                                                 17 999         907
Other investment income                                                                                      22 455       3 316
Cost of information management services                                                                    (447 985)   (405 573)
Operating expenses                                                                                         (128 899)    (94 868)
Impairment of goodwill                                                                                 3    (31 645)          -
Share-based payment expense                                                                                    (462)       (455)
Profit from operations                                                                                        3 750      42 240
Other income                                                                                                  4 819       2 494
Finance costs                                                                                                (6 724)     (4 694)
Profit before tax                                                                                             1 845      40 040
Income tax expense                                                                                     5    (25 449)    (20 387)
(Loss)/Profit from continuing operations                                                                    (23 604)     19 653
Discontinued operations                                                                                                         
Profit from discontinued operations                                                                    2  1 229 633      99 439
Profit for the year                                                                                       1 206 029     119 092
Other comprehensive income                                                                                                     
Items that are or may be reclassified to profit or loss                                                                        
Foreign currency translation differences - foreign operations                                                (8 183)     17 398
Tax on other comprehensive income                                                                                 -           -
Other comprehensive (loss)/income for the year, net of tax                                                   (8 183)     17 398
Total comprehensive income for the year                                                                   1 197 846     136 490
Profit attributable to:                                                                                                       
Owners of the Company                                                                                     1 203 543     109 004
Non-controlling interests                                                                                     2 486      10 088
Profit for the year                                                                                       1 206 029     119 092
Total comprehensive income attributable to:                                                                                    
Owners of the Company                                                                                     1 195 360     123 489
Non-controlling interests                                                                                     2 486      13 001
Total comprehensive income for the year                                                                   1 197 846     136 490
Earnings per share (cents)*                                                                                                     
    Continuing operations                                                                              1      (1.53)       0.88
    Discontinued operations                                                                            1      76.99        5.81
Diluted earnings per share (cents)                                                                                             
    Continuing operations                                                                              1      (1.53)       0.88
    Discontinued operations                                                                            1      76.99        5.81
Headline earning per share (cents)*                                                                                            
    Continuing operations                                                                              1       0.16        0.98
    Discontinued operations                                                                            1       5.77        5.81
Diluted headline earnings per share (cents)                                                                                   
    Continuing operations                                                                              1       0.16        0.98
    Discontinued operations                                                                            1       5.77        5.81
* Refer to note 5.                                                                                                             
                                     
ABRIDGED AUDITED CONSOLIDATED                                    
STATEMENT OF FINANCIAL POSITION                                     
AT 31 March 2017                                     
                                                                                                               2017          2016
                                                                                                   Notes      R'000         R'000
ASSETS                                                                                                                         
Non-current assets                                                                                          385 825    11 667 621
Property and equipment                                                                                       23 831        29 241
Investment property                                                                                          33 430        35 728
Goodwill and intangible assets                                                                         3    286 215       397 960
Deferred tax asset                                                                                            7 353        14 197
Long-term loans and other receivables                                                                         2 581        54 186
Investment in equity-accounted investees                                                                        289         9 658
Financial assets at fair value through profit or loss                                                        32 126       151 439
Linked investments backing policyholder funds                                                                     -    10 975 212
Current assets                                                                                              291 547     1 077 824
Inventory                                                                                                    19 787        35 688
Trade and other receivables                                                                            4    227 668       214 959
Amounts owing by clearing houses                                                                                  -       192 777
Amounts owing by clients                                                                                          -       429 186
Taxation receivable                                                                                               -        13 623
Cash and cash equivalents                                                                                    44 092       191 591
Total assets                                                                                                677 372    12 745 445
EQUITY                                                                                                                        
Stated capital                                                                                              144 015       667 660
Reserves                                                                                                      5 400         7 066
Retained income                                                                                             410 600       152 451
Total equity attributable to owners of the company                                                          560 015       827 177
Non-controlling interests                                                                                    12 434        24 064
Total equity                                                                                                572 449       851 241
LIABILITIES                                                                                                                   
Non-current liabilities                                                                                      13 336    11 018 427
Deferred tax liability                                                                                        5 988        13 548
Policyholder investment contract liabilities                                                                      -    10 974 330
Loans payable                                                                                                 7 348        30 549
Current liabilities                                                                                          91 587       875 777
Trade and other payables                                                                                     40 108       106 393
Amounts owing to clearing houses                                                                                  -        16 134
Amounts owing to clients                                                                                          -       604 668
Current tax payable                                                                                           7 835         9 377
Loans payable                                                                                                35 563        44 126
Bank overdraft                                                                                                8 081        95 079
Total liabilities                                                                                           104 923    11 894 204
Total equity and liabilities                                                                                677 372    12 745 445

ABRIDGED AUDITED CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2017
                                                                              Share-                               Non-
                                                      Trans-                   based                           control-
                                            Stated    lation    Treasury     payment   Retained                    ling      Total
R'000                                      capital   reserve      shares     reserve     income       Total    interest     equity
Balance at 1 April 2015                    664 702     6 414    (14 502)         801    138 578     795 993      14 139    810 132 
Total comprehensive income for the
year                                                                                                                       
Profit for the year                              -         -           -           -    109 004     109 004      10 088    119 092 
Total other comprehensive income                 -    14 485           -           -          -      14 485       2 913     17 398 
Total comprehensive income for the
year                                             -    14 485           -           -    109 004     123 489      13 001    136 490 
Transactions with owners recognise
directly in equity                                                                                                         
Contributions by and distributions to
owners of the Company                                                                                                      
Treasury shares purchased                        -         -      (2 074)          -          -      (2 074)          -     (2 074)
Equity-settled share-based payments              -         -           -       1 942          -       1 942           -      1 942 
Dividends declared during the year               -         -           -           -    (95 131)    (95 131)     (2 548)   (97 679)
Issue of ordinary shares                     2 958         -           -           -          -       2 958           -      2 958 
Total contributions by and distributions
to owners of the Company                     2 958         -      (2 074)      1 942    (95 131)    (92 305)     (2 548)   (94 853)
Changes in ownership interests in
subsidiaries                                                                                                               
Acquisition of NCI without a change
in control                                       -         -           -           -          -           -       5 950      5 950 
Loss of control                                  -         -           -           -          -           -      (6 478)    (6 478)
Total changes in ownership interests in
subsidiaries                                     -         -           -           -          -           -        (528)      (528)
Total transactions with owners of the
Company                                      2 958         -      (2 074)      1 942    (95 131)    (92 305)     (3 076)   (95 381)
Balance at 31 March 2016                   667 660    20 899     (16 576)      2 743    152 451     827 177      24 064    851 241 

                                                                             Share-                                 Non-
                                                       Trans-                 based                             control-
                                           Stated      lation   Treasury    payment    Retained                     ling      Total
R'000                                     capital     reserve     shares   reserve*      income        Total    interest     equity
Balance at 1 April 2016                   667 660      20 899   (16 576)      2 743     152 451      827 177      24 064    851 241
Total comprehensive income for the
year                                                                                                                            
Profit for the year                             -          -          -           -   1 203 543    1 203 543       2 486  1 206 029
Total other comprehensive income                -     (8 183)         -           -           -       (8 183)          -     (8 183)
Total comprehensive income for the
year                                            -     (8 183)         -           -   1 203 543    1 195 360       2 486  1 197 846
Transactions with owners recognised
directly in equity                                                                                                             
Contributions by and distributions to
owners of the Company                                                                                                          
Treasury shares sold                            -          -      9 260           -      11 166       20 426           -     20 426
Equity-settled share-based payments             -          -          -       1 680           -        1 680           -      1 680
Termination of forfeitable share plan*          -          -          -      (4 423)      4 423            -           -          -
Dividends declared during the year              -          -          -           -     (69 276)     (69 276)     (3 430)   (72 706)
Capital distribution**                   (469 853)         -          -           -    (957 969)  (1 427 822)          - (1 427 822)
Adjustment to reflect the PBT Group
Limited share capital after disposal of
Prescient Holdings Proprietary Limited    (53 792)         -          -           -      53 792            -           -          -
Total contributions by and distributions
to owners of the Company                 (523 645)         -      9 260      (2 743)   (957 864)  (1 474 992)     (3 430)(1 478 422)
Changes in ownership interests in
subsidiaries                                                                                                                    
Acquisition of non-controlling interests        -          -          -           -      12 470       12 470     (12 470)         -
Disposal of subsidiary                          -          -          -           -           -            -       1 784      1 784
Total changes in ownership interests i
subsidiaries                                    -          -          -           -      12 470       12 470     (10 686)     1 784
Total transactions with owners of the
Company                                  (523 645)         -      9 260      (2 743)   (945 394)  (1 462 522)    (14 116)(1 476 638)
Balance at 31 March 2017                  144 015     12 716     (7 316)          -     410 600      560 015      12 434    572 449
*   During December 2016, the Group's forfeitable share plan had been terminated.
** Refer to note 6.

Dividend per share (cents)                                                                                          2017      2016 
Interim - declared 13 December 2016 (2016: 26 November 2015)                                                        2.25      2.85
Final - declared 30 June 2017 (2016: 29 June 2016)                                                                     -      1.90

ABRIDGED AUDITED CONSOLIDATED
STATEMENT OF CASH FLOWS
For the year ended 31 March 2017

                                                                                                                2017          2016
                                                                                                    Note       R'000         R'000
Cash flows from operating activities                                                                                              
Profit for the year                                                                                        1 206 029       119 092
Income tax expense                                                                                            25 449        47 202
Non-cash movements and adjustments to profit before tax                                                   (1 318 195)     (970 453)
Cash generated from policyholder activities                                                                  307 697       981 892
Contributions and investment income                                                                        3 065 617     3 495 961
Withdrawals by policyholders                                                                              (2 757 920)   (2 514 069)
Changes in working capital                                                                                   (54 288)      (10 470)
Dividends received                                                                                            12 641         2 946
Dividends paid                                                                                               (72 706)      (97 679)
Interest received                                                                                              5 358        19 358
Interest paid                                                                                                 (6 724)      (10 862)
Taxation paid                                                                                                (25 454)      (50 998)
Net cash inflow from operating activities                                                                     79 807        30 028
Cash flows from investing activities                                                                                              
Acquisition of equipment                                                                                      (2 843)       (8 040)
Disposals of equipment                                                                                           789             -
Acquisition of intangible assets                                                                              (1 243)       (8 382)
Proceeds on loss in control of subsidiary, net of cash disposed of                                                 -         2 155
Disposal of equity-accounted investee                                                                              -         3 064
Proceeds on disposal of discontinued operations, net of cash disposed of                                 2 1 317 935             -
(Acquisition)/Disposal of financial assets at fair value through profit or loss                              (53 104)        6 026
Advancement of long-term loans receivable                                                                     (5 704)       (2 313)
Cash inflow/(outflow) from investing activities                                                            1 255 830        (7 490)
Cash flows from financing activities                                                                                              
Acquisition of own shares                                                                                       (145)        2 074
Capital distribution                                                                                      (1 427 822)            -
Increase in loans payable                                                                                     32 899         4 499
Cash (outflow)/inflow from financing activities                                                           (1 395 068)        6 573
Net (decrease)/increase in cash and cash equivalents                                                         (59 431)       29 111
Effect of exchange rate fluctuations on cash held                                                             (1 070)       18 133
Cash and cash equivalents at beginning of the year                                                            96 512        49 268
Cash and cash equivalents at end of the year                                                                  36 011        96 512

Notes to the abridged audited consolidated financial statements

1. Basis of preparation and accounting policies
   The abridged audited consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial
   Reporting, as well as the AC 500 standards as issued by the Accounting Practices Board, the requirements of the South African
   Companies Act, and the Listings Requirements of the JSE. The abridged audited consolidated financial statements do not include
   all of the information required for full annual financial statements. The abridged audited consolidated financial statements have
   been prepared in accordance with the historical cost basis, except for certain financial instruments and investment property
   which are stated at fair value. The abridged audited consolidated financial statements are presented in Rand, rounded to the
   nearest thousand. The accounting policies applied in the presentation of the abridged audited consolidated financial statements
   are in accordance with International Financial Reporting Standards and are consistent with those presented in the annual
   financial statements. The abridged audited consolidated financial statements have been extracted from audited information,
   but have not, in themselves, been 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 3.18 (F) of the Listings Requirements.

2. Judgements and estimates
   Preparing the financial statements requires management to make judgements, estimates and assumptions that affect the
   application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may
   differ from these estimates.

   In preparing these abridged audited consolidated financial statements, significant judgements made by management in
   applying the Group's accounting policies and key sources of estimation uncertainty were the same as those that applied to the
   consolidated financial statements as at and for the year ended 31 March 2016.

3. Related party transactions
   PBT Group Limited (previously Prescient Limited) and its subsidiaries (the Group or the Company), in the ordinary course of
   business, entered into various intercompany transactions with related parties. The Company has related party relationships
   with subsidiaries and with its key management personnel. There were no significant changes to these relationships, other than
   those transactions between the Prescient Holdings Proprietary Limited Group and the remaining entities in PBT Group. Prescient
   Holdings Proprietary Limited Group no longer forms part of PBT Group.

4. Subsequent events
   There were no material events subsequent to the reporting date other than the capital reduction distribution. Refer to the capital
   reduction distribution paragraph in the letter to Stakeholders for further information.

5. Earnings per share
   BASIC EARNINGS PER SHARE
   The calculation of basic earnings per share at 31 March 2017 was based on the profit attributable to ordinary shareholders
   of R1 184 580 219 (2016: R107 054 988) and a weighted average number of ordinary shares outstanding of 1 619 927 367
   (2016: 1 600 156 235), calculated as follows: 

   Profit attributable to ordinary
   shareholders                                         31 March 2017                                    31 March 2016
                                                                                         Continuing       Discontinued
                                        Continuing       Discontinued                    operations         operations
   R'000                                operations         operations          Total       Restated          Restated*          Total
   (Loss)/Profit for the year,
   attributable to owners of the
   Company                                (29 858)          1 233 401      1 203 543         14 684             94 320        109 004
   Earnings attributable to FSP   
   shareholders                            (5 129)            (13 834)       (18 963)          (527)            (1 422)        (1 949)
   (Loss)/Profit attributable to   
   ordinary shareholders                  (34 987)          1 219 567      1 184 580         14 157             92 898        107 055
   
   Weighted average number of ordinary shares                                                                     2017           2016
   In thousands of shares                                                                                                         
   Ordinary shares at 1 April                                                                                1 669 251      1 648 655
   Effect of treasury shares held                                                                              (23 022)       (29 672)
   Effect of forfeitable share plan                                                                            (26 302)       (29 666)
   Effect of shares issued and share capitalisation                                                                  -         10 839
   Weighted average number of ordinary shares at 31 March                                                    1 619 927      1 600 156

   HEADLINE EARNINGS PER SHARE
   Headline earnings per share has been calculated in accordance with Circular 2/2015 issued by the South African Institute of
   Chartered Accountants.

   Diluted earnings per share is equal to basic earnings per share. Diluted headline earnings per share is equal to headline earnings
   per share.

   
                                                                                                Earnings             Earnings
                                                                                Non-        attributable         attributable
                                     Profit before                       controlling              to FSP          to ordinary       Cents per
   R'000                                       tax             Tax         interests        shareholders         shareholders           share
   2017                                                                                                                     
   Continuing operations                                                                                                                
   Per the statement of
   comprehensive income                      1 845        (25 449)           (6 255)               5 129             (24 730)          (1.53)
   Adjustments                                                                                                                          
   Impairment loss on goodwill              31 645              -                 -                    -              31 645            1.95 
   Change in fair value of
   investment property                      (4 179)             -                 -                    -              (4 179)          (0.26)
   Continuing operations headline
   earnings                                 29 311        (25 449)           (6 255)               5 129               2 736            0.16
   Discontinued operations                                                                                                              
   Per the statement of
   comprehensive income                  1 259 744        (30 111)            3 769               13 834           1 247 236           76.99 
   Adjustments                                                                                                                          
   Gain on sale of discontinued
   operations*                          (1 153 710)             -                 -                    -          (1 153 710)         (71.22)
   Discontinued operations
   headline earnings                       106 034        (30 111)            3 769               13 834              93 526            5.77 
   Total                                                                                                                                
   Per the statement of
   comprehensive income                  1 261 589        (55 560)           (2 486)              18 963           1 222 506           75.46  
   Total group headline earnings           135 345        (55 560)           (2 486)              18 963              96 262            5.93
   * Including foreign exchange recycled from the foreign currency translation reserve. 

   2016                                                                                                                          
   Continuing operations                                                                                                                     
   Per the statement of
   comprehensive income                     40 040        (20 387)           (4 969)                (527)             14 157             0.88 
   Adjustments                                                                                                                          
   Change in fair value of
   investment property                      (3 403)             -                 -                   61              (3 342)           (0.21)
   Gain on partial sale of equity
   accounted investee                         (749)             -                 -                   13                (736)           (0.05)
   Loss on loss of control of
   subsidiary                                5 818              -                 -                 (104)              5 714             0.36
   Continuing operations headline
   earnings                                 41 706        (20 387)           (4 969)                (557)             15 793             0.98 
   Discontinued operations                                                                                                              
   Per the statement of
   comprehensive income                    126 254        (26 815)           (5 119)              (1 422)             92 898             5.81
   Discontinued operations 
   headline gain                           126 254        (26 815)           (5 119)              (1 422)             92 898             5.81
   Total                                                                                                                                
   Per the statement of 
   comprehensive income                    166 294        (47 202)          (10 088)              (1 949)            107 055             6.69
   Total group headline earnings           167 960        (47 202)          (10 088)              (1 979)            108 691             6.79

6. Discontinued operations
   On 10 February 2017, the final regulatory approval had been received for the Group to sell its entire investment management
   segment as per the Proposed Transaction with Stellar Capital as previously communicated to shareholders in the Circular posted
   on 30 September 2016. The proposed transaction included a subscription of Prescient Holding's "B" shares by Stellar Capital
   to an amount of R1.428 billion. Following the subscription, Prescient Limited declared a distribution of the same amount to its
   shareholders. The application of the distribution was implemented by way of a scheme with the Prescient shareholders in terms of
   the Companies Act. The Prescient distribution was applied on behalf of its shareholders, based on their election, to either receive
   the distribution in cash, subscribe for Stellar Capital shares or reinvest into Prescient Holdings and its subsidiaries by purchasing
   "B" ordinary shares. The Proposed Transaction has been completed, and Prescient Holdings no longer forms part of Prescient
   Limited. Prescient Limited was renamed to PBT Group Limited.
 
   The investment management segment was not previously classified as held-for-sale or as a discontinued operation.
   The comparative consolidated provisional statement of profit or loss and OCI has been restated to present the discontinued
   operations separately from continuing operations.
 
   To achieve this presentation, management has eliminated from the results of the discontinued operations the inter-segment
   loans, receivables and interest income and expenses.          
                                                                                                                            2017            2016
   Results of discontinued operations                                                                                      R'000           R'000
   Revenue                                                                                                               340 687         367 264 
   Other income                                                                                                            1 735           1 453 
   Expenses                                                                                                             (236 388)       (242 463)
   Results from operating activities                                                                                     106 034         126 254 
   Tax                                                                                                                   (30 111)        (26 815)
   Results from operating activities, net of tax                                                                          75 923          99 439 
   Gain on sale of discontinued operations*                                                                            1 153 710               -
   Profit for the year                                                                                                 1 229 633          99 439 
   Earnings per share (cents)                                                                                              76.99            5.81 
 
   * Included in the gain on sale of discontinued operations is an amount of R92.4 million relating to the excess pay out as per the SENS
     announcement released on 26 May 2017.
   
   Profit from discontinued operations of R1.2 billion (2016: R94.3 million) was attributable to the owners of the company. Of the loss
   from continuing operations of R23.6 million (2016: profit of R19.7 million), an amount of R29.9 million was attributable to the owners
   of the Company (2016: R14.7 million profit).
 
                                                                                                                            2017            2016
   Cash flows from/(used in) discontinued operations                                                                       R'000           R'000
   Net cash from operating activities                                                                                     88 180          62 309
   Net cash used in investing activities                                                                                 (87 036)        (27 932)
   Net cash from financing activities                                                                                      3 631           7 931
   Net cash flow for the year                                                                                              4 775          42 308

                                                                                                                                            2017
   Major classes of assets and liabilities disposed of                                                                                     R'000
                                                                       
   Property and equipment                                                                                                                  7 705
   Goodwill and intangible assets                                                                                                         75 262
   Deferred tax asset                                                                                                                      9 261
   Long-term loans receivable                                                                                                             68 301
   Investment in equity-accounted investee                                                                                                 2 382
   Financial assets at fair value through profit or loss                                                                                 190 692
   Linked investments backing policyholder funds                                                                                      11 192 166
   Trade and other receivables                                                                                                         1 213 416
   Taxation receivable                                                                                                                       568
   Cash and cash equivalents                                                                                                             168 366
   Deferred tax liability                                                                                                                   (729)
   Policyholder investment contract liabilities                                                                                      (11 192 166)
   Long-term loans payable                                                                                                               (74 216)
   Trade and other payables                                                                                                           (1 218 056)
   Current tax payable                                                                                                                   (12 093)
   Bank overdraft                                                                                                                        (58 479)
   Net assets and liabilities                                                                                                            372 380
   Consideration received in cash                                                                                                      1 427 822
   Cash and cash equivalents disposed of                                                                                                (109 887)
   Net cash inflow                                                                                                                     1 317 935

7. Goodwill and intangible assets
                                                                                                 Internally                   System             
                                                                                 Patents and      developed     Computer development             
   R'000                                                             Goodwill     trademarks       software     software       costs       Total
   Cost                                                                                                                                    
   Opening balance - 1 April 2015                                     424 253          2 024         35 765          270           -     462 312
   Additions                                                                -              -            359          656       7 367       8 382
   Disposals                                                          (17 491)             -              -            -           -     (17 491)
   Closing balance - 31 March 2016                                    406 762          2 024         36 124          926       7 367     453 203
   Opening balance - 1 April 2016                                     406 762          2 024         36 124          926       7 367     453 203
   Additions                                                                -              -            485          758           -       1 243
   Disposal of discontinued                                 
   operations                                                         (98 468)        (2 024)             -            -      (7 367)   (107 859)
   Closing balance - 31 March 2017                                    308 294              -         36 609        1 684           -     346 587
                                
                                                                                                 Internally                   System           
                                                                                 Patents and      developed     Computer development           
   R'000                                                             Goodwill     trademarks       software     software       costs       Total
   Accumulated                                
   impairment/amortisation                                                                                                              
   Opening balance - 1 April 2015                                      31 143            704         16 161          256           -      48 264
   Amortisation for the year                                                -            200          6 192           37         550       6 979
   Closing balance - 31 March 2016                                     31 143            904         22 353          293         550      55 243
   Opening balance - 1 April 2016                                      31 143            904         22 353          293         550      55 243
   Amortisation for the year                                                -              -          5 560          521           -       6 081
   Impairment loss                                                     31 645              -              -            -           -      31 645
   Disposal of discontinued                                 
   operations                                                         (31 143)          (904)             -            -        (550)    (32 597)
   Closing balance - 31 March 2017                                     31 645              -         27 913          814           -      60 372
   Carrying amounts                                                                                                                      
   At 31 March 2016                                                   375 619          1 120         13 771          633       6 817     397 960
   At 31 March 2017                                                   276 649              -          8 696          870           -     286 215

   IMPAIRMENT TEST OF GOODWILL
   The Group has recognised an impairment loss of R31.6 million in profit or loss relating to goodwill of PBT Group's CGUs based on
   the value-in-use method to determine the recoverable amount. The value-in-use was determined by discounting future cash
   flows of the Group as a single CGU.
   
   The key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to the key
   assumptions represented management's assessment of future trends in the relevant industries and were based on historical data
   from both external and internal sources.
   
                                                                                                                       2017       2016
   Discount rate                                                                                                        17%        16%
   Terminal value growth rate                                                                                            6%         6%
   Budgeted EBITDA growth rate                                                                                           8%         8%
   
   The discount rate was a post-tax measure estimate based on the historical industry average weighted-average cost of capital.
   
   The cash flow projections included specific estimates for five years and a terminal growth rate thereafter. The terminal growth
   rate was determined based on management's estimate of the long-term compound annual EBITDA growth rate, consistent with
   the assumption that a market participant would make.
   
   A sensitivity analysis was performed to analyse the impact of increasing the forecast risk premium from 2% to 5%. This would result
   in a discount rate of 20%. Increasing the forecast risk premium by this factor, results in an impairment of approximately R94 million.

8. Trade and other receivables
                                                                                                                        2017      2016
                                                                                                                       R'000     R'000
   Trade and other receivables include the following:                                                                               
   Trade receivables                                                                                                 132 415   208 086
   VAT receivable                                                                                                         72       833
   Deposits                                                                                                            1 408     1 177
   Prepayments                                                                                                           720     3 059
   Accrued income                                                                                                        656       708
   Interest receivable                                                                                                     -     1 096
   Dividend receivable                                                                                                92 397         -
                                                                                                                     227 668   214 959
                                                         
9. Income tax expense                                                         
                                                                                                                       2017       2016
                                                                                                                      R'000      R'000
   Tax recognised in profit or loss                                                                                                 
   Current tax expense                                                                                                              
   Current year                                                                                                      15 781      9 545
   Adjustment to prior years                                                                                            (50)     3 934
                                                                                                                     15 731     13 479
   Withholding tax - Section 6quat(1C)                                                                               16 584      5 272
                                                                                                                     32 315     18 751
   Deferred tax expense                                                                                                             
   Origination and reversal of temporary differences                                                                 (6 866)     1 636
                                                                                                                     (6 866)     1 636
   Income tax expense on continuing operations                                                                       25 449     20 387

10.Fair value disclosure and hierarchy
   The table below analyses financial instruments carried at fair value by valuation method. Fair values are determined according
   to the following hierarchy based on the requirements in IFRS 13 Fair Value Measurement:
   Level 1    Unadjusted quoted market prices: financial assets and liabilities with quoted prices for identical instruments in active
              markets that the Company can access at the measurement date.

   Level 2    Valuation techniques using observable inputs: quoted prices (other than those included in level 1) for similar
              instruments in active markets or quoted prices for identical or similar instruments in markets that are less than
              active and financial assets and liabilities valued using models where all significant inputs are observable directly 
              or indirectly from market data.

   Level 3    Valuation techniques using significant unobservable inputs: financial assets and liabilities valued using valuation
              techniques where one or more inputs are unobservable and have a significant effect on the instrument's valuation.
      
   R'000                                                                                              Level 1     Level 2   Level 3        Total
   2017                                                                                                                                    
   Financial assets                                                                                                                        
   Financial assets at fair value through profit or loss                                               31 404         722         -       32 126
   Investment property                                                                                      -      33 430         -       33 430
   Total financial assets measured at fair value                                                       31 404      34 152         -       65 556
                                                                                                    
   2016                                                                                                      
   Financial assets                                                                                          
   Financial assets at fair value through profit or loss                                              112 716      38 723         -      151 439
   Investment property                                                                                      -      35 728         -       35 728
   Linked investments backing policyholder funds                                                   10 244 977     730 235         -   10 975 212
   Total financial assets measured at fair value                                                   10 357 693     804 686         -   11 162 379
   Financial liabilities                                                                                     
   Policyholder investment contract liabilities                                                             -  10 974 330         -   10 974 330
   Total financial liabilities measured at fair value                                                       -  10 974 330         -   10 974 330

11.Segment report
   In 2016 the Group had two reportable segments according to strategic divisions. These two segments were financial 
   services and information management services. After the disposal of the financial services segment, the Group’s core 
   operations consisted of mainly information management services. The reportable segments for the current
   financial year are according to geographical areas, namely South Africa, Middle East/Africa and Australia.

   - South Africa includes consulting and implementation of data, management information software and healthcare 
     administration services.
   - Australia includes consulting and implementation of data, management information software and healthcare 
     administration services.
   - Middle East/Africa includes consulting and implementation of data and management information software.

                                                                             CONTINUING OPERATION
                                        South Africa             Australia            Middle East/Africa             Other                  Total
R’000                                 2017         2016       2017         2016        2017        2016         2017       2016        2017         2016
Segment external total income      330 557      279 347     79 738       82 333     159 673     173 344       47 592     10 606     617 560      545 630
Segment profit/(loss) before tax    25 746       26 142     12 061        8 738     (40 704)      8 135       36 387     (2 975)     33 490       40 040
Segment assets*                     88 039       77 758     28 862       30 793      91 149     136 897      192 673    153 160     400 723      398 608
Segment liabilities                (20 475)    (102 262)   (10 135)      (9 724)    (62 593)    (47 766)     (11 720)   (13 292)   (104 923)    (173 044)

                                                                            DISCONTINUED OPERATIONS
                                        South Africa             Australia             Middle East/Africa            Other                  Total
R’000                                 2017         2016       2017         2016         2017         2016       2017        2016       2017         2016
Segment external total income      322 322      351 226         –             –            –            –     20 100      17 491    342 422      368 717
Segment profit before tax           94 146      120 533         –             –            –            –     11 888       5 721    106 034      126 254
Segment assets*                         –    11 940 949         –             –            –            –          –      30 269          –   11 971 218
Segment liabilities                     –   (11 719 256)        –             –            –            –          –      (1 904)         –  (11 721 160)
 
                                                                                     GROUP 
                                        South Africa             Australia             Middle East/Africa            Other                  Total
R’000                                 2017         2016       2017        2016          2017         2016       2017        2016       2017         2016
Segment external total income      652 879      630 573     79 738      82 333       159 673      173 344     67 692      28 097    959 982      914 347
Segment profit/(loss) before tax   119 892      146 675     12 061       8 738       (40 704)       8 135     48 275       2 746    139 524      166 294
Segment assets*                     88 039   12 018 707     28 862      30 793        91 149      136 897    192 673     183 429    400 723   12 369 826
Segment liabilities                (20 475) (11 821 518)   (10 135)     (9 724)      (62 593)     (47 766)   (11 720)    (15 196)  (104 923) (11 894 204)
* Goodwill is not managed as part of segment assets and has therefore been excluded.
      
                                                                                                                               2017         2016
Reconciliation of reportable segment profit or loss                                                                           R'000        R'000
Total consolidated profit before tax for reportable segments                                                                139 524      166 294
Less impairment of goodwill                                                                                                 (31 645)           -
Elimination of discontinued operations                                                                                     (106 034)    (126 254)
Profit before tax                                                                                                             1 845       40 040

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given to all shareholders of the PBT Group as at the record date set out below that the
AGM of shareholders will be held at 12:00 on Wednesday, 20 September 2017 at PBT House, 2 Mews
Close, Waterford Mews, Century City, 7441 to transact such business as is set out in the Notice of AGM.
The record date for shareholders to be recorded as such in the securities’ register of the Company in
order to be able to attend, participate and vote at the AGM is Friday, 15 September 2017. Accordingly,
the last date to trade to be eligible to attend, participate and vote at the AGM is Tuesday, 12
September 2017. The Notice of AGM is contained in the Integrated Report posted to shareholders on 
07 August 2017.

AUDIT OPINION

This abridged report is extracted from the audited information, but is not itself audited. The financial
statements from which these results were extracted were audited by KPMG Inc. and their unmodified
opinion is included in the financial statements. The directors take full responsibility for the
preparation of this abridged report and confirm that the financial information has been correctly
extracted from the underlying annual financial statements.

By order of the Board

PJ de Wet                       AM Louw
CEO                             Chairman

Cape Town
4 August 2017
Sponsor: Bridge Capital Advisors Proprietary Limited


Date: 04/08/2017 04:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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