Wrap Text
Preliminary Summarised Consolidated Audited Results for the Year Ended 30 June 2017
ADAPT IT HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number 1998/017276/06
Share code: ADI
ISIN: ZAE000113163
("Adapt IT" or "the Company" or "the Group")
UP
25%
TURNOVER
UP
18%
EBITDA
UP
10%
NORMALISED HEADLINE
EARNINGS PER SHARE
PRELIMINARY SUMMARISED
CONSOLIDATED AUDITED RESULTS
FOR THE YEAR ENDED 30 JUNE 2017
FINAL DIVIDEND DECLARATION AND
NOTICE OF ANNUAL GENERAL MEETING
SUMMARISED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2017
Group Group Company Company
2017 2016 2017 2016
R R R R
Revenue 996 425 164 803 337 834 23 134 544 37 001 209
Turnover 993 671 344 796 178 409 - -
Cost of sales (420 420 024) (343 573 374) - -
Gross profit 573 251 320 452 605 035 - -
Administrative, selling and other costs (422 268 011) (316 216 126) (3 106 526) (2 945 285)
Sundry revenue - - 3 500 000 5 000 000
Profit from operations 150 983 309 136 388 909 393 474 2 054 715
Dividend received - - 19 633 931 32 000 000
Finance income 2 753 820 7 159 425 613 1 209
Finance costs (25 605 200) (22 297 839) - -
Share of (loss)/profits of equity accounted
investment after tax (88 103) 1 636 095 - -
Profit before taxation 128 043 826 122 886 590 20 028 018 34 055 924
Income tax expense (35 497 923) (41 929 718) (67 262) (489 289)
Profit for the year 92 545 903 80 956 872 19 960 756 33 566 635
Attributable to:
Equity holders of the parent 88 133 237 78 357 135 19 960 756 33 566 635
Non-controlling interests 4 412 666 2 599 737 - -
Other comprehensive income
Items that may be reclassified subsequently
to profit and loss (437 553) 789 408 - -
Exchange differences arising from translation
of foreign operations (437 553) 789 408 - -
Total comprehensive income 92 108 350 81 746 280 19 960 756 33 566 635
Attributable to:
Equity holders of the parent 87 695 684 79 146 543 19 960 756 33 566 635
Non-controlling interests 4 412 666 2 599 737 - -
Basic earnings per share (cents) 58,74 57,61
Basic diluted earnings per share (cents) 58,74 55,28
SUMMARISED STATEMENTS OF FINANCIAL POSITION
AS AT 30 JUNE 2017
Group Group Company Company
2017 2016 2017 2016
R R R R
ASSETS
Non-current assets 730 781 287 705 320 773 49 543 493 48 147 559
Property and equipment 35 285 087 37 366 544 - -
Intangible assets 180 875 370 170 031 438 - -
Goodwill 500 346 685 472 515 143 - -
Interest in subsidiaries and share trust - - 49 511 335 48 115 401
Loans to subsidiaries - - 32 158 32 158
Equity accounted investment - 1 804 295 - -
Deferred taxation asset 14 274 145 23 603 353 - -
Current assets 355 666 131 259 556 272 300 609 100 184 137 891
Trade and other receivables 228 362 544 170 600 288 2 277 675 217 335
Amounts owing by subsidiaries - - 297 962 752 183 719 243
Current tax receivable 12 288 985 11 231 616 86 770 71 870
Cash and cash equivalents 98 048 710 77 724 368 281 903 129 443
Assets classified as held for sale 16 965 892 - - -
Total assets 1 086 447 418 964 877 045 350 152 593 232 285 450
EQUITY AND LIABILITIES
Equity
Share capital 15 360 14 006 15 360 14 006
Share premium 336 225 816 200 831 266 331 510 804 196 116 254
Other capital reserves 17 154 720 34 574 504 17 154 720 34 574 504
Equity compensation reserve 14 585 430 5 724 817 - -
Foreign currency translation reserve 2 770 967 3 208 520 - -
Revaluation reserve 3 544 400 3 544 400 - -
Retained earnings 287 281 824 218 782 518 912 405 585 580
Equity attributable to shareholders of the company 661 578 517 466 680 031 349 593 289 231 290 344
Non-controlling interests 6 958 535 6 007 925 - -
Total equity 668 537 052 472 687 956 349 593 289 231 290 344
Non-current liabilities 193 177 743 190 766 634 32 030 16 878
Interest-bearing borrowings 101 486 667 145 790 502 - -
Financial liabilities 43 814 766 - - -
Deferred taxation liability 47 876 310 44 976 132 32 030 16 878
Current liabilities 224 732 623 301 422 455 527 274 978 228
Trade and other payables 110 667 792 105 551 855 527 274 978 228
Provisions 24 921 276 42 937 636 - -
Deferred income 71 222 047 67 271 122 - -
Current tax payable 1 762 369 6 811 480 - -
Financial liabilities 14 197 783 59 476 533 - -
Current portion of interest-bearing borrowings 580 894 19 373 829 - -
Non-interest-bearing borrowings 1 380 462 - - -
Total equity and liabilities 1 086 447 418 964 877 045 350 152 593 232 285 450
At 30 June 2017, the carrying values of the financial assets and financial liabilities are considered by management to
approximate their fair value. All financial assets and liabilities are carried at amortised cost and hence no fair value
disclosure is necessary, in terms of the fair value hierarchy requirements of IFRS 7 Financial Instruments: Disclosures.
SUMMARISED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2017
Group Group Company Company
2017 2016 2017 2016
R R R R
OPERATING ACTIVITIES
Cash generated from/(utilised in) operations 139 325 456 173 602 262 (2 117 820) 1 093 032
Finance income 1 600 672 5 091 400 613 1 209
Finance costs (16 248 874) (15 376 527) - -
Dividends received - - 19 633 931 32 000 000
Dividends paid (23 359 331) (18 630 671) (19 633 931) (14 481 191)
Taxation paid (42 102 157) (55 029 679) (67 010) (78 719)
Net cash flow from/(utilised in) operating activities 59 215 766 89 656 785 (2 184 217) 18 534 331
INVESTING ACTIVITIES
Property and equipment acquired (6 681 043) (7 934 021) - -
Intangible assets acquired and developed (4 913 201) (2 544 560) - -
Proceeds on disposal of property and equipment 129 098 177 949 - -
Proceeds on disposal of asset held for sale - 9 733 141 - -
Cash outflow on warranty achievements (48 000 003) - - -
Net cash outflow on acquisition of subsidiaries (21 696) (137 790 705) - -
Net cash utilised in investment activities (59 486 845) (138 358 196) - -
FINANCING ACTIVITIES
Proceeds from borrowings 313 500 041 267 431 000 - -
Repayment of borrowings (376 596 812) (173 011 364) - -
Issue of shares for cash 83 999 979 2 216 450 - -
Issue of Company's shares - - 133 999 970 72 012 689
Increase in amounts owing by subsidiaries - - (131 663 293) (90 505 653)
Net cash flows from/(utilised in) financing activities 20 903 208 96 636 086 2 336 677 (18 492 964)
Net increase in cash resources 20 632 129 47 934 675 152 460 41 367
Exchange differences on translation (307 787) 817 407 - -
Cash and cash equivalents at beginning of year 77 724 368 28 972 286 129 443 88 076
Cash and cash equivalents at end of year 98 048 710 77 724 368 281 903 129 443
SUMMARISED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2017
Attributable to equity holders of the parent
Equity Foreign Attributable
Other com- Asset currency to equity Non-
Share Share capital pensation revaluation translation Retained holders of controlling
capital premium reserves reserve reserve reserve earnings the parent interests Total
GROUP R R R R R R R R R R
Balance at 30 June 2015 12 920 128 819 663 26 594 829 530 517 3 544 400 2 419 112 159 172 199 321 093 640 - 321 093 640
Total comprehensive income
for the year - - - - - 789 408 78 357 135 79 146 543 2 599 737 81 746 280
Profit for the year - - - - - - 78 357 135 78 357 135 2 599 737 80 956 872
Other comprehensive income
for the year - - - - - 789 408 - 789 408 - 789 408
Non-controlling interest
arising on the acquisition of
subsidiaries - - - - - - - - 7 557 668 7 557 668
Share-based payments - - - 5 194 300 - - - 5 194 300 - 5 194 300
Purchase consideration
adjustment - - 4 265 625 - - - (4 265 625) - - -
Issue of shares for business
combination 1 067 69 795 171 (12 860 454) - - - - 56 935 784 - 56 935 784
Shares issued during the year 19 2 216 432 - - - - - 2 216 451 - 2 216 451
Shares to be issued - - 16 574 504 - - - - 16 574 504 - 16 574 504
Dividend paid - - - - - - (14 481 191) (14 481 191) (4 149 480) (18 630 671)
Balance at 30 June 2016 14 006 200 831 266 34 574 504 5 724 817 3 544 400 3 208 520 218 782 518 466 680 031 6 007 925 472 687 956
Total comprehensive income
for the year - - - - - (437 553) 88 133 237 87 695 684 4 412 666 92 108 350
Profit for the year - - - - - - 88 133 237 88 133 237 4 412 666 92 545 903
Other comprehensive income
for the year - - - - - (437 553) - (437 553) - (437 553)
Share-based payments - - - 10 256 547 - - - 10 256 547 - 10 256 547
Issue of shares for business
combination 765 49 999 226 (34 574 504) - - - - 15 425 487 - 15 425 487
Shares issued during the year 589 85 395 324 - (1 395 934) - - - 83 999 979 263 344 84 263 323
Shares to be issued - - 17 154 720 - - - - 17 154 720 - 17 154 720
Dividends paid - - - - - - (19 633 931) (19 633 931) (3 725 400) (23 359 331)
Balance at 30 June 2017 15 360 336 225 816 17 154 720 14 585 430 3 544 400 2 770 967 287 281 824 661 578 517 6 958 535 668 537 052
Other
Share Share capital Retained Total
capital premium reserves earnings equity
COMPANY R R R R R
Balance at 30 June 2015 12 920 124 104 651 12 860 454 (18 499 864) 118 478 161
Total comprehensive income for the year - - - 33 566 635 33 566 635
Issue of shares 1 086 72 011 603 (12 860 454) - 59 152 235
Shares to be issued - - 34 574 504 - 34 574 504
Dividend paid - - - (14 481 191) (14 481 191)
Balance at 30 June 2016 14 006 196 116 254 34 574 504 585 580 231 290 344
Total comprehensive profit for the year - - - 19 960 756 19 960 756
Issue of shares 1 354 135 394 550 (34 574 504) - 100 821 400
Shares to be issued - - 17 154 720 - 17 154 720
Dividend paid - - - (19 633 931) (19 633 931)
Balance at 30 June 2017 15 360 331 510 804 17 154 720 912 405 349 593 289
EARNINGS AND DIVIDENDS PER SHARE
EARNINGS PER SHARE
The calculation of earnings per share is based on the profit attributable to equity holders of R88 133 237
(2016: R78 357 135) and the weighted average number of ordinary shares in issue during the year of 150 028 042
(2016: 136 016 313). The calculation of diluted earnings per share is based on the profit of R88 133 237
(2016: R78 357 135) and the weighted average number of diluted ordinary shares in issue during the year of
150 045 972 (2016: 141 751 697).
Group Group
2017 2016
Reconciliation between earnings and headline earnings
Earnings attributable to equity holders of the parent 88 133 237 78 357 135
Adjusted for:
- Loss/(profit) on sale of property and equipment 16 276 (98 589)
Headline earnings 88 149 513 78 258 546
Adjusted for:
Amortisation of intangible assets acquired 29 105 008 17 083 626
Deferred taxation on amortisation of intangible assets acquired (8 149 402) (4 783 415)
Fair value adjustment to financial liability (imputed interest) 9 356 326 6 921 312
Normalised headline earnings 118 461 445 97 480 069
Basic earnings per share (cents) 58,74 57,61
Headline earnings per share (HEPS) (cents) 58,76 57,54
Diluted basic earnings per share (cents) 58,74 55,28
Diluted headline earnings per share (cents) 58,75 55,21
Normalised headline earnings per share (cents) 78,96 71,67
Normalised headline earnings is calculated by adding back to headline
earnings the amortisation of intangible assets net of deferred taxation,
as a consequence of the purchase price allocations completed in terms of IFRS 3
- Business Combinations and fair value adjustments to financial liabilities (imputed
interest) on outstanding contingent purchase considerations.
DIVIDENDS PER SHARE
Dividends per share (cents) 13,40 10,90
EVENTS AFTER THE REPORTING DATE
On 1 July 2017, CQS Investment Holdings (Pty) Ltd, CQS Technology Holdings (Pty) Ltd, EasyRoster (Pty) Ltd, EasyRoster
Software (Pty) Ltd and Multimatics (Pty) Ltd were amalgamated into Adapt IT (Pty) Ltd in accordance with the
provisions of Section 113, 115 and 116 of the Companies Act, No 71 of 2008, as amended.
The reasons for the amalgamation are, inter alia:
- To rationalise the Adapt IT group;
- To reduce the number of Adapt IT group entities;
- To achieve efficiencies and savings in administrative and operational expenditure; and
- To simplify the Adapt IT group structure.
On 1 July 2017, following approval of the Competition Authorities, the Micros South Africa (Pty) Ltd acquisition became
effective. At the time of signing the report, the initial accounting for the acquisition had not been finalised.
On 1 July 2017, Uyandiswa Project Management Services (Pty) Ltd repurchased all of Adapt IT (Pty) Ltd shares in the
company and Adapt IT (Pty) Ltd sold its BI resourcing business to Uyandiswa Project Management Services (Pty) Ltd.
No other significant transactions or events have occurred between year-end date and the date of this report.
BUSINESS COMBINATIONS
ACQUISITION OF SUBSIDIARY
On 1 August 2016, the group acquired the entire issued share capital of EasyRoster (Pty) Ltd and EasyRoster Software
(Pty) Ltd (Collectively "EasyRoster"). EasyRoster is South African-registered.
EasyRoster is a leading Information Technology company with more than 20 years' experience and excellence in the
development of software tools for operational management.
EasyRoster has an extensive national and international customer footprint in over 25 countries.
The purchase consideration consists of R1 615 247 in cash paid on 12 January 2017, R17 154 720 in shares to be issued
in December 2017 at 1 595 cents per share, with a further contingent consideration of a maximum amount of
R68 580 000, which is contingent upon the achievement by EasyRoster of EBITDA performance warranties over 48 months.
The 2017 performance warranty was achieved and a cash payment of R14 197 783 will be made in August 2017.
The latest financial projections for EasyRoster indicate that the 2018 performance warranties will be achieved.
The fair value of the net assets acquired amounted to R28 359 480, resulting in goodwill of R43 081 242 at acquisition.
The purchase consideration paid for the combination effectively included amounts in relation to the benefit of the
expected synergies, revenue growth, new market penetration and future market development.
The acquisition, which is in line with Adapt IT's strategy of targeted acquisitive growth, will augment the group's
Manufacturing segment.
The fair values of the identifiable net assets and liabilities of EasyRoster as at the date of acquisition were:
Fair value
recognised
on acquisition
R'000
Assets
Property and equipment 22 954
Intangible assets 40 565 346
Trade and other receivables 1 288 543
Cash and cash equivalents 1 593 551
Total assets 43 470 394
Liabilities
Non-interest-bearing borrowings 1 380 462
Deferred tax liability 11 102 624
Trade and other payables 1 003 312
Current tax payable 1 624 516
Total liabilities 15 110 914
Total identifiable net assets 28 359 480
Goodwill arising on acquisition 43 081 242
Fair value of consideration payable 71 440 722
Fair value of consideration payable:
Cash paid 1 615 247
Shares to be issued in December 2017 17 154 720
Fair value of contingent purchase consideration owing in respect of acquisition and settled
through cash when relevant warranties have been fulfilled 52 670 755
Fair value of consideration payable 71 440 722
Cash outflow on acquisition:
Net cash acquired with the subsidiary 1 593 551
Cash paid (1 615 247)
Net cash outflow on acquisition (21 696)
The fair value of the assets acquired approximates their carrying value at the acquisition date.
From the date of acquisition, the contribution from EasyRoster, after recognising the amortisation charge on intangible
assets, the fair value of imputed interest and acquisition costs, was R131 654 to the profit after tax of the equity holders
of the group.
Acquired receivables represent the gross contractual amounts which approximate fair value and which are estimated
to be fully recoverable.
Acquisition-related costs of R481 371 have been expensed and are included in administrative, selling and other costs
on the statement of profit or loss and other comprehensive income.
SEGMENT ANALYSIS
Management monitors the operating results of its business units separately for the purpose of making decisions about
resource allocation and performance assessment. Monthly management meetings are held to evaluate segment
performance against budget and forecast.
Management does not monitor assets and liabilities by segment.
The following tables present turnover and EBITDA information (after Shared Services cost allocation) regarding the
group's operating segments for the year ended 30 June 2017 and 30 June 2016 respectively:
Financial
Education Manufacturing Services Energy Other Total
R R R R R R
2017
Turnover 170 741 995 284 977 932 350 040 062 187 911 355 - 993 671 344
Segment EBITDA 29 707 360 70 573 209 53 401 161 44 113 327 (3 469 049) 194 326 008
EBITDA margin (%) 17 25 15 23 20
2016
Turnover 170 806 274 242 200 530 223 349 140 159 922 465 - 796 278 409
Segment EBITDA 33 673 871 50 180 365 45 504 576 38 942 656 (3 161 863) 165 139 605
EBITDA margin (%) 20 21 20 24 21
The following table presents turnover by geographic area of the group's operating segments as at 30 June 2017 and
30 June 2016:
Financial
Education Manufacturing Services Energy Other Total
R R R R R R
2017
Turnover from
external customers
by geographic area* 170 741 995 284 977 932 350 040 062 187 911 355 - 993 671 344
South Africa 115 308 856 231 715 589 277 355 595 135 502 240 - 759 882 280
African Countries** 23 995 859 37 720 685 56 954 964 19 724 109 - 138 395 617
United Kingdom - - - 671 677 - 671 677
Europe 6 679 111 231 750 363 129 4 033 605 - 11 307 595
Asia - - - 5 020 413 - 5 020 413
North America - 1 217 114 15 366 374 15 569 779 - 32 153 267
South America - - - 7 364 899 - 7 364 899
Australasia 24 758 169 14 092 794 - 24 633 - 38 875 596
2016
Turnover from
external customers by
geographic area* 170 806 274 242 200 530 223 249 140 159 922 465 - 796 178 409
South Africa 114 182 877 191 991 807 188 157 940 83 416 883 - 577 749 507
African Countries** 25 216 549 34 995 812 32 807 301 12 983 498 - 106 003 160
United Kingdom - - - 649 115 - 649 115
Europe 9 695 431 - 5 240 5 393 355 - 15 094 026
Asia - - - 3 756 326 - 3 756 326
North America - 391 196 2 278 659 47 900 209 - 50 570 064
South America - - - 4 415 985 - 4 415 985
Australasia 21 711 417 14 821 715 - 1 407 094 - 37 940 226
* The turnover information above is ba sed on the location of the customer
** African countries are: Ghana, Zambia, Tanzania, Mozambique, Namibia, Malawi, Swaziland, Lesotho, Botswana, Nigeria,
Sierra Leone, Zimbabwe, Kenya, Burundi, Congo, Rwanda, Uganda, Cameroon, Gambia, Senegal, Ethiopia, Benin, Gambia,
Egypt, Gabon and South Sudan.
COMMENTARY
BASIS OF PREPARATION
The accounting policies applied in the preparation of these preliminary summarised consolidated audited
financial statements, which are based on reasonable judgements and estimates, are in accordance with
International Financial Reporting Standards (IFRS) and are consistent with those applied in the consolidated
annual financial statements for the year ended 30 June 2016. All amendments to IFRS adopted in the
current year were considered insignificant to the annual financial statements. These preliminary summarised
consolidated audited financial statements as set out in this report have been prepared in accordance with
the framework concepts and the measurement and recognition requirements of IFRS and the SAICA Financial
Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as
issued by the Financial Reporting Standards Council, and, as a minimum, contain the information required
by IAS 34 Interim Financial Reporting. The consolidated annual financial statements and the summarised
consolidated financial statements have been prepared under the historical cost method, except for certain
financial instruments initially measured at fair value and property measured at fair value. The consolidated
annual financial statements and the summarised consolidated financial statements have been prepared on
the going-concern basis and have been prepared under the supervision of Ms Nombali Mbambo CA (SA), the
Chief Financial Officer.
These preliminary summarised consolidated audited financial statements, which have been derived from the
consolidated annual financial statements and with which they are consistent in all material respects, have been
audited by Deloitte & Touche. Their unmodified audit opinions on the consolidated annual financial statements
and on the preliminary summarised consolidated audited financial statements (ISA 810) together with the
accompanying financial information are available for inspection at the registered office of the company. The
board of directors of Adapt IT (the Board) takes full responsibility for the preparation of this report and that the
financial information has been correctly extracted from the underlying consolidated audited annual financial
statements, which is available for inspection at the registered office of the company.
AUDIT REPORT
The consolidated financial statements for the year ended 30 June 2017 have been audited by the group's
auditors, Deloitte & Touche and their unmodified audit report is available for inspection at the company's
registered office.
The auditor's report on the summarised consolidated financial statements does not necessarily report on all
of the information contained in this announcement. Shareholders are therefore advised that in order to obtain
a full understanding of the nature of the auditor's engagement they should obtain a copy of the audit report
together with the accompanying financial information from the company's registered office. Any reference to
future financial performance included in this announcement has not been reviewed or reported on by the
company's auditor.
FINANCIAL REVIEW
Turnover for the year ended 30 June 2017 increased 25% to R993,7 million (2016: R796,2 million), organic growth
was 6% and acquisitive growth was 19%.
Earnings before interest, tax, depreciation and amortisation (EBITDA) increased 18% to R194,3 million
(2016: R165,1 million). Normalised headline earnings increased 22% to R118,5 million (2016: R97,5 million).
Adapt IT has disclosed normalised headline earnings as a result of the high non-cash expenses recognised
in terms of International Financial Reporting Standards (IFRS) due to its acquisitions. Non-cash acquisition-
related expenses are mainly the amortisation of intangible assets (such as internally developed software and
customer relationships) and notional interest on deferred purchase considerations, which is based on the
achievement of profit warranties.
Non-cash amortisation costs of R21,0 million and notional interest costs of R9,3 million, which totalled
R30,3 million (2016: R19,2 million) were expensed for the year. As acquisitions will be an ongoing hallmark of
Adapt IT in line with its acquisitive growth strategy, normalised headline earnings will be reported on an ongoing
basis, as this disclosure will add value to the financial analysis. Normalised HEPS grew 10% to 78,96 cents (2016:
71,67 cents). By comparison, HEPS grew to 58,76 cents (2016: 57,54 cents) after taking into account the non-
cash expenses described above.
Adapt IT acquired EasyRoster with effect from 1 August 2016, in line with the company's acquisitive growth
strategy. EasyRoster is a leading Information Technology company with more than 20 years' experience and
excellence in the development of software tools for operational management.
The Board declared its 15th ordinary dividend of 13,70 cents per share, payable in September 2017, which
represents a four times dividend cover ratio. The company has a policy of declaring a dividend at the end of
the financial year and not at the interim reporting date.
CHANGES TO THE BOARD DURING THE YEAR UNDER REVIEW
Nombali Mbambo was appointed to the Board on the 18th of August 2016 as Chief Financial Officer. There
were no other changes to the Board.
APPRECIATION
The Board extends its sincere thanks to Adapt IT's longstanding and new customers, suppliers, partners,
shareholders and service providers for their ongoing support of Adapt IT. In addition, the Board thanks Adapt IT's
staff, without whose dedication, hard work, enthusiasm, team spirit, skills and appetite for growth and change,
the group would not be the industry leader it is today.
DIVIDENDS: ORDINARY DIVIDEND NUMBER 15
The Board has set a policy of considering a dividend once annually, after the year-end. The Board has declared
a dividend on a dividend cover ratio of four times as the group wishes to retain a significant proportion of profits
for future growth activities.
The group will have sufficient working capital to meet its requirements after the dividend payment. Notice is
hereby given that a gross cash dividend of 13,70 cents per share (the dividend) has been declared for the
year ended 30 June 2017, payable to shareholders recorded in the books of the company at close of business
on 22 September 2017.
In terms of the Listings Requirements of the JSE Limited, the following additional information is disclosed:
- This is a dividend as defined in the Income Tax Act, 1962, and is payable from income reserves;
- The South African dividend tax (DT) rate is 20%;
- The DT to be withheld by the company amounts to 2,74 cents per share;
- Therefore, the net dividend payable to shareholders who are not exempt from DT is 10,96 cents per share,
while the gross dividend of 13,70 cents per share is payable to those shareholders who are exempt from DT;
- The issued share capital of Adapt IT at the declaration date comprises 160 078 096 ordinary shares;
- Adapt IT's registration number is 1998/017276/06; and
- Adapt IT's income tax reference number is 9410/002/71/2.
Shareholders are advised that the last day to trade cum-dividend will be Tuesday, 19 September 2017. Shares
will trade ex-dividend as from Wednesday, 20 September 2017, and the record date will be Friday, 22 September
2017. Payment will be made on Tuesday, 26 September 2017. Share certificates may not be dematerialised
or rematerialised during the period Wednesday, 20 September 2017 to Friday, 22 September 2017, both days
inclusive. This dividend, having been declared after 30 June 2017, has not been provided for in the financial
statements for the year ended 30 June 2017.
NOTICE OF THE ANNUAL GENERAL MEETING AND POSTING OF INTEGRATED ANNUAL REPORT
The integrated annual report will be mailed to shareholders on 8 September 2017 and is available on the
group's website: https://protect-za.mimecast.com/s/zKaDB7S23NouD?domain=adaptit.co.za from 28 August 2017.
Notice is hereby given that the 18th annual general meeting of shareholders of Adapt IT will be held on
Friday, 24 November 2017 at 09:00 at the company's offices at 5 Rydall Vale Office Park, Rydall Vale Crescent,
La Lucia Ridge, KwaZulu-Natal.
The Board has determined that, in terms of section 62(3)(a), as read with section 59 of the Companies Act,
No 71 of 2008, the record date for the purposes of determining which shareholders of the company are entitled
to participate in and vote at the annual general meeting is Friday, 17 November 2017. Accordingly, the last date
to trade in order to be registered in the register of shareholders of the company and therefore be eligible to
participate in and vote at the annual general meeting is Tuesday, 14 November 2017.
BROAD-BASED BLACK ECONOMIC EMPOWERMENT
Shareholders are advised that Adapt IT's annual compliance report in terms of Section 13G(2) of the
Broad-Based Black Economic Empowerment Amendment Act No 46 of 2013, is available on Adapt IT's website,
https://protect-za.mimecast.com/s/zKaDB7S23NouD?domain=adaptit.co.za.
CORPORATE INFORMATION
ADAPT IT HOLDINGS LIMITED TRANSFER SECRETARY
Incorporated in the Republic of South Africa Computershare Investor Services (Pty) Ltd
Registration number 1998/017276/06 PO Box 61051, Marshalltown, 2107
Share code: ADI T +27 (0) 11 370 5000
ISIN: ZAE000113163 F +27 (0) 11 688 5200
COMPANY SECRETARY AUDITORS
Statucor (Pty) Ltd Deloitte & Touche
22 Wellington Road
Parktown
2193 SPONSOR
Merchantec Capital
2nd Floor, North Block
Hyde Park Corner Office Towers
REGISTERED OFFICE Corner 6th Road and Jan Smuts Avenue
5 Rydall Vale Crescent Hyde Park
La Lucia Ridge Johannesburg
Durban 2196
4051
KwaZulu-Natal CORPORATE BANKERS
South Africa The Standard Bank of South Africa Limited
ABSA Bank Limited
DIRECTORS
Craig Chambers* (Chairman) LEGAL REPRESENTATIVES
Sbu Shabalala (Chief Executive Officer) Shepstone & Wylie Attorneys
Tiffany Dunsdon (Commercial Director) Read Hope Phillips Thomas Cadman Incorporated
Nombali Mbambo (Chief Financial Officer) Bousfield Incorporated
Bongiwe Ntuli* Michalsons
Catherine Koffman* Eversheds Sutherland
Oliver Fortuin*
* Independent non-executive director ADAPT IT WEBSITE
https://protect-za.mimecast.com/s/zKaDB7S23NouD?domain=adaptit.co.za
SOUTH AFRICAN OFFICES INTERNATIONAL OFFICES
GAUTENG AUSTRALIA BOTSWANA
The Braes Wanderers Office Park 10 Wilson Street Fairscape Precinct
Adapt IT House The Oval, Claremont Plot 70667
I93 Bryanston Drive West Block Ground Floor Western Australia Fairgrounds Office Park
Bryanston 52 Corlett Drive Australia Building 2 Floor 5
Johannesburg Illovo T +61 420 568 652 Gaborone
T +27 (0) 11 460 5300 Johannesburg Botswana
F +27 (0) 11 460 5301 T +27 (0) 11 797 3000 T +267 316 7456
F +27 (0) 11 797 3100 F +267 316 7457
Dunkeld Gardens, Block B Adapt IT Building
17 Kent Road 50 Bushbuck Lane
Dunkeld West Monument Park IRELAND MAURITIUS
Randburg Pretoria City Junction Business Park Clarens Field Business Park
Johannesburg T +27 (0) 11 507 0000 1st Floor, Chase House Suite 8D1, Block 8
T +27 (0) 11 507 0000 F +27 (0) 11 507 0001 Northern Cross Riviere Noire Road
F +27 (0) 11 507 0001 Malahide Road Bambous
Dublin 17 90203
Ireland Mauritius
KWAZULU-NATAL WESTERN CAPE T +353 1 687 3732 T +230 452 9349
Rydall Vale Office Park Great Westerford
5 Rydall Vale Crescent 3rd Floor
La Lucia Ridge 240 Main Road NEW ZEALAND
Durban Rondebosch Riverstone Terraces, 16 Frankie Stevens Place
T +27 (0) 31 514 7300 Cape Town Upper Hutt, 5080, New Zealand
F +27 (0) 86 602 8961 T +27 (0) 21 200 0480 T +64 4 528 9044
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