HULISANI LIMITED - Condensed Consolidated Results for the Six Months Ended 31 August 2017

Release Date: 29/11/2017 13:00
Code(s): HUL
 
Wrap Text
Condensed Consolidated Results for the Six Months Ended 31 August 2017

HULISANI LIMITED
Registration number 2015/363903/06
(Incorporated in the Republic of South Africa)
("the Group" or "the Company")
Share code: HUL
ISIN: ZAE000212072

Condensed Consolidated Results for the Six Months Ended
31 August 2017

INTRODUCTION

In the six months under review Hulisani Limited
(”Hulisani”) concluded its first investment, the viable
acquisition in the form of a 6.67% interest in the Kouga
Wind Farm, on 22 March 2017. The transaction resulted in
Hulisani ceasing to operate as a Special Acquisition
Company (“SPAC”). Since then Hulisani has concluded two
additional investments; Rustmo1 Solar Farm in June 2017
and GRI Wind Steel in July 2017. The Rustmo1 Solar Farm
transaction is an acquisition of a controlling stake,
which results in a business combination from a financial
reporting perspective.

Hulisani is listed on the JSE and trades as an investment
holding company.

RESULTS

Hulisani’s performance for the six months is a
consolidated view of the acquired investments. Revenue
for the period under review is reported at R13m, an
incremental revenue of R12m arose from the business
combination transaction.

The operating expenses of R27.6m increased significantly
when compared to the prior half-year unaudited amount of
R9.9m. Once-off costs of R3.8m in success fees were
incurred, these are investment acquisition related costs.
Additional expenses included are legal costs of R3m and
consulting fees of R3.2m, these relate to due diligence
on investments. In comparison to the prior half-year
unaudited results the indication is that the increase in
costs is driven by an increase in investment activities.

Finance Income of R11.6m earned consists of R6m interest
on cash balances and R4.9m interest earned on the loan
receivable. Interest expense of R4m results from
acquired long term borrowings.
Hulisani earned a share of profits of R0.9m from
associates during the six months.

The following table reflects the operating financial
results for the six months ended 31 August 2017 compared
to the corresponding previous financial period:

                      Unaudited     Unaudited
                         period        period
                      ended 31-     ended 31-    Variance Variance
Summary of Results     Aug-2017      Aug-2016
                          R’000         R’000       R’000          %

Revenue                  12,863            -       12,863        100
Operating expenses     (27,670)      (9,977)     (17,693)     (>100)
Finance income           11,618       11,487          131          1
Finance costs           (3,983)            -      (3,983)      (100)
Share of profits
from associates             857              -          857     100

PROJECTIONS

The outlook for the South African energy space still
presents some delays and uncertainty. However, Hulisani’s
projected pipeline is approximately R4bn, with the
initial focus on R2bn in priority projects. Hulisani is
assessing various forms of funding to enable the
conclusion of the focus projects in the pipeline.

GOING CONCERN

The unaudited condensed consolidated interim results for
the period ended 31 August 2017, have been prepared on a
going concern basis. This basis presumes that funds will
be available to finance future operations and that the
realization of assets and settlement of liabilities,
contingent obligations and commitments will occur in the
ordinary course of business.

DIRECTORS

The following changes to the board of directors took
effect during the period under review:

MH Zilimbola    Terminated as CEO    01   July 2017
ME Raphulu      Appointed as CEO     01   July 2017
M Booysen       Terminated as CFO    01   August 2017
MP Dem          Appointed as CFO     01   July 2017
ME Raphulu      Terminated as CIO    01   July 2017
MF Modau        Appointed as CIO     01   July 2017
MH Zilimbola*   Appointed            01   July 2017
B Marx*         Appointed            01 July 2017

* Independent Non-executive



CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS
AT 31 AUGUST 2017

                                   Unaudited   Unaudited     Audited
                                      period      period      period
                                       ended       ended       ended
                                     31-Aug-     31-Aug-     28-Feb-
                           Notes        2017        2016        2017
                                       R’000       R’000       R’000


ASSETS
Non-current assets                  596,065           463     3,106
Property, plant and
equipment                      6    137,027           463     2,756
Intangible assets              7    134,336             -         -
Investments in
associates                     4    177,941             -          -
Loan receivable                5    104,932             -          -
Other financial
Instruments                    5     41,479             -          -
Deposits held against
bank guarantee                 5        350             -        350

Current assets                       80,779        501,408   498,551
Cash and cash                        51,724        500,158   498,551
equivalents
Trade and other
receivables                    5     29,055         1,250          -


TOTAL ASSETS                        676,844        501,871   501,657


EQUITY AND LIABILITIES
Equity                              503,759        501,087   493,991
Stated capital                      500,000        500,000   500,000
Retained Income/(Loss)             (11,714)          1,086   (6,010)
Non-controlling                      15,473              -         -
interest

Non-current liabilities             159,277             -          -
Long term borrowings           8    127,749             -          -
Deferred tax liability               31,528             -          -
Current liabilities                  13,808         784        7,666
Trade and other                       6,605         784        7,657
payables
Current portion of
borrowings                      8     7,203           -              -
Other accruals                            -           -              9

TOTAL EQUITY AND LIABILITIES         676,844     501,871     501,657

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 31 AUGUST 2017

                                     Unaudited Unaudited    Audited
                                        period    period     period
                                         ended     ended      ended
                                       31-Aug-   31-Aug-    28-Feb-
                          Notes           2017      2016       2017
                                         R’000     R’000      R’000

Revenue                     9           12,863          -          -
Other income                             1,249          -          -
Operating expenses                    (27,670)    (9,977)   (31,734)
Operating
profits/(Loss)                        (13,558)    (9,977)   (31,734)
Finance income                          11,618     11,487     25,724
Finance costs                          (3,983)          -        (2)
Share of profits from
associates                  4              857          -         -
Net Income/(Loss)before tax            (5,067)      1,510   (6,010)
Tax                                          -      (423)         -
Net Income/(Loss) after tax            (5,067)      1,087   (6,010)
Other comprehensive income                   -          -         -
Total comprehensive
income/(loss) for the
year                                   (5,067)      1,087   (6,010)

Total comprehensive income/(loss) for the half-year is
attributable to:
Owners of Hulisani Limited           (5,704)     1,087      (6,010)
Non-controlling interest                 637         -            -
                                     (5,067)     1,087      (6,010)

Earnings per share:
Basic earnings per share
(cents)                         10        (11)         05     (13)
Diluted earnings per share
(cents)                         10        (11)         05     (13)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE
SIX MONTHS ENDED 31 AUGUST 2017

                                Unaudited   Unaudited    Audited
                                   period      period     period
                                    ended       ended      ended
                                  31-Aug-     31-Aug-    28-Feb-
                        Notes        2017        2016       2017
                                    R’000       R’000      R’000

Cash flows from
operating
activities
Cash generated from
operations                      (31,887)    (10,831)     (23,557)
Interest received                  6,686      11,487       25,724
Interest paid                        (1)           -            -
Income tax paid
Net Cash
inflow/(outflow) from
operating activities            (25,202)          656      2,167

Cash flows from
investing
activities
Acquisition of
subsidiary, net of
cash acquired                   (100,462)           -           -
Acquisition of
investments                     (323,950)           -           -
Acquisition of
property, plant and
equipment                   6      (538)        (498)    (3,267)
Dividends received          4      5,616
Deposit lodged
against bank
guarantee                                                  (350)
Net cash
inflow/(outflow)from
investing activities            (419,335)       (498)    (3,616)

Cash flows from
financing
activities
Proceeds from the
issue of shares                               500,000    500,000
Dividends paid to
non-controlling                  (2,289)            -           -
interests in
subsidiaries
Net cash
inflow/(outflow)from
financing activities                   (2,289)       500,000        500,000

Net
increase/(decrease)
in cash and cash
equivalents                          (446,827)       500,158        498,550
Opening cash and cash
equivalents                            498,551              -              -
Cash and cash
equivalents                             51,724       500,158        498,551



CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR
THE SIX MONTHS ENDED 31 AUGUST 2017
                                                                  Non-
                            Stated   Retained              controlling
                   Notes   capital   earnings     Total      interests     Total
                             R’000      R’000     R’000          R’000     R’000
Balance at 29
February 2016                    -          -          -             -         -
Profit/(Loss)
for the year                          (6,010)    (6,010)             -    (6,010)
Issue of shares            500,000          -    500,000             -    500,000
Balance at 28
February 2017              500,000    (6,010)    493,990             -    493,990
Acquisition of
subsidiary         3             -          -          -        17,125    17,125
Profit/(Loss)for
the year                              (5,704)    (5,704)            637   (5,067)
Dividends paid                                                  (2,289)   (2,289)

Balance at 31
August 2017                500,000   (11,714)    488,286        15,473    503,759
NOTES TO THE   CONDENSED   CONSOLIDATED   INTERIM   FINANCIAL
STATEMENTS

1. SIGNIFICANT CHANGES IN THE CURRENT REPORTING PERIOD

The purpose of Hulisani Ltd (“the Company”) is to pursue
the acquisition of, and investment in, companies focused
on, and operating in, the energy sector and which
evidence good potential for growth. The financial
position and performance of the Company was affected by
the following events and transactions during the six
months to 31 August 2017:
-The Company ceased to operate as a SPAC on 22 March 2017
when it successfully made a viable acquisition in the
form of a 6.67% interest in the Kouga Wind Farm (Pty)Ltd,
situated in the Eastern Cape. (See Note 4)
-Hulisani Limited acquired 100% of the issued ordinary
shares in Momentous Technologies (Pty) Ltd, a holding
company that owns a 66% majority stake in RustMo1 Solar
Farm (Pty) Ltd “Rustmo1”), a solar PV farm in the North-
West province for a net consideration of R120m. (See Note
3)
-The Company acquired 50% of the issued share capital of
Pele SPV13 (Pty) Ltd, for a cash consideration of
R41.25m. The transaction resulted in an acquisition of a
12.25% stake in GRI Wind Steel South Africa (Pty) Ltd.
(See Note 4)
-Subscription for Pele SPV198 (Pty) Ltd cumulative
preference shares to the value of R41.25m. (See Note 5)
-Hulisani Limited issued a loan to the value of R100m to
Legend Power Solution Pty) Ltd (“LPS”). (see Note 5)

2. BASIS OF PRESENTATION

The condensed consolidated interim financial statements
are prepared in accordance with International Financial
Reporting Standard, (IAS) 34 Interim Financial Reporting,
the SAICA Financial Reporting Guides as issued by the
Accounting Practices Committee and Financial Reporting
Pronouncements as issued by Financial Reporting
Accountants Council and the requirements of the Companies
Act of South Africa. The accounting policies applied in
the preparation of these interim financial statements are
in terms of International Financial Reporting Standards
and are consistent with those applied in the previous
annual financial statements, except for the adoption of
new accounting policies as set out below:
-Subsidiaries are all entities (including structured
entities) over which the group has control. Subsidiaries
are fully consolidated from the date on which control is
transferred to the group. The acquisition method of
accounting is used to account for business combinations
by the group.

-Associates are all entities over which the group has
significant influence but not control or joint control.
-Investments in associates are accounted for using the
equity method of accounting, after initially being
recognized at cost. The group’s share of post-acquisition
profits is recognized in profit or loss.
-Revenue is measured at the fair value of the
consideration received or receivable. The group
recognizes revenue when the amount of revenue can be
reliably measured.
-At initial recognition, the group measures a financial
asset at its fair value. Loans and receivables and held-
to-maturity investments are subsequently carried at
amortised cost using the effective interest method.
-Derivatives are initially recognized at fair value on
the date a derivative contract is entered into and are
subsequently remeasured to their fair value at the end of
each reporting period.
-Customer contracts acquired in the business combination
are recognized at fair value at the acquisition date.
They have a finite useful life and are subsequently
carried at cost less accumulated amortisation.
-Development costs acquired in the business combination
relate to the development phase of a project in the
subsidiary. The costs are recognized as intangible assets
on the basis that the recognition criteria are met. The
development costs intangible asset is recognized at fair
value at the acquisition date. The asset is subsequently
carried at cost less accumulated amortisation.
-Borrowings are initially recognized at fair value, net
of transaction costs incurred. Borrowings are
subsequently measured at amortised cost.

The condensed consolidated interim financial results for
the six months ended 31 August 2017 have not been audited
or reviewed. The condensed consolidated interim financial
results have been prepared under the supervision of MP
Dem (CA)SA, in his capacity as Chief Financial Officer.


3. ACQUISITION OF SUBSIDIARY

On 1 June 2017, Hulisani Ltd acquired 100% of the issued
ordinary shares in Momentous Technologies (Pty) Ltd, a
holding company that owns a 66% majority stake in RustMo1
Solar Farm (Pty) Ltd, a solar PV farm in the North-West
province for a net consideration of R120m. Rustmo1 is
engaged in the development, construction and operation of
large scale photovoltaic power generation for electricity
in South Africa. The acquisition is part of Hulisani
Limited’s strategy to invest in energy projects.

Management determined that the acquisition meets the
definition of a business combination as opposed to an
assets acquisition.

The acquired business contributed an incremental revenue
of R12m and net profit of R1.9m, before non-controlling
interest allocation. Details of the purchase
consideration, net identifiable assets acquired, and
goodwill are as follows:

                                                31 August
                                                     2017
Purchase consideration                              R’000
Net Cash paid                                     119,752
Total net purchase consideration                  119,752

The assets and liabilities recognized as a result of the
acquisition are:

                                                31 August
                                                     2017
                                                    R’000
Property, plant and equipment (note 6)            136,062
Derivatives financial instruments (note 5)            229
Intangible assets: Development costs (note 7)      25,029
Intangible assets: Customer contract (note 7)      87,528
Cash and cash equivalents                          19,264
Other current assets                                8,938
Long term borrowings (note 8)                   (127,749)
Deferred tax liability                           (31,528)
Other current liabilities                         (4,382)
Net identifiable assets acquired                  113,392

Less: Non-controlling interest                   (17,125)
Add: Goodwill (note 11)                            23,485
Net Cash consideration to acquire Rustmo1         119,752

The goodwill is considered as the portion of the purchase
price which is attributable to benefits beyond the
identifiable net assets.

The customer contract is attributable to the Purchase
Power Agreement between Rustmo1 and Eskom. The fair value
of the acquired customer contract of R87m is provisional,
pending the final valuation of the asset; deferred tax of
R24m has been provided for.

(a)   Transaction costs

Transaction costs are immaterial.

(b)   Acquired receivables

The fair value of trade and other receivables is R8.9m,
consisting of gross contractual trade receivables of
R8.7m.

(c)   Non-controlling interest

The group has chosen to recognize the non-controlling
interest at its proportionate share of the identifiable
net assets acquired.

4. INVESTMENTS IN ASSOCIATES

On 22 March 2017 Hulisani Ltd acquired the entire share
capital of both Red Cap Investments (Pty)Ltd (“Red Cap”)
and Eurocape Renewables (Pty) Ltd (“Eurocape”) for a cash
consideration of R116m and R26m respectively. The
acquisition effectively results in a 6.67% interest in
the Kouga Wind Farm (Pty) Ltd (“Kouga”), as Red Cap and
Eurocape are investment holding companies.

On 27 July 2017 the Company acquired 50% of the share
capital in Pele SPV13 (Pty) Ltd for a cash consideration
of R41.25m. The transaction resulted in an acquisition of
a 12.5% stake in GRI Wind Steel South Africa (Pty) Ltd
(“GRI”).

Hulisani has a directorship representation in both
acquired interests, therefore management has determined
that in both transactions Hulisani Limited has
significant influence.

A portion of the consideration paid is attributable to
the fair value of the Purchase Price Agreement (“PPA”)
between Kouga and Eskom, and the GRI customer list
respectively. No other intangible assets were identified.


The equity method has been used to determine Hulisani
Limited’s share of the associates:
                                                  31 August
                                                       2017
KOUGA WIND FARM (PTY) LTD                             R’000
Balance at the beginning of the period                    -
Addition                                            141,450
Profit attributable to Hulisani Limited               1,045
Dividends received                                  (5,616)
Balance at the end of the period                    136,879


                                                  31 August
                                                       2017
GRI WIND STEEL SA(PTY) LTD                            R’000
Balance at the beginning of the period                    -
Addition                                             41,250
Profit attributable to Hulisani Limited               (188)
Dividends received                                        -
Balance at the end of the period                     41,062


5. FINANCIAL INSTRUMENTS

Financial instruments include cumulative redeemable
preference shares to the value of R41.25m, issued to
Hulisani Ltd by Pele SPV198 (Pty) Ltd. The preference
shares earn dividends at 2% above the prime lending rate,
maturing 9 years from the issue date. Management’s view
is to classify the investment as an available-for-sale
financial asset. The fair value is determined using
discounted cash flow analysis.

Hulisani Limited issued a loan to the value of R100m to
Legend Power Solution Pty) Ltd (“LPS”). The loan has been
classified as a held-to-maturity asset.

Derivatives at fair value through profit or loss of R229k
relates to an Interest rate swap. Hulisani Ltd acquired
the assets as part of the Rustmo1 Solar Farm (Pty) Ltd
acquisition. Rustmo1 Solar Farm (Pty) Ltd is paying a
fixed rate of 6.95% and receiving a monthly variable
JIBAR rate.

(a)   Fair value Hierarchy

The following table presents the group’s financial assets
measured and recognized at fair value at 31 August 2017:

At 31 August 2017            Level 1   Level 2   Level 3      Total
                               R'000     R'000     R'000      R'000

Derivatives at
FVPL
- Interest Rate                   -         -
  SWAP                                                 229           229
Available-for-sale
financial assets                     -       -           -             -
- Cumulative
  preference                                        41,250     41,250
  shares                             -       -

Total assets                         -      229     41,479     41,479


(b)   Fair value of other financial instruments

Hulisani Limited group also has the following financial
instruments which are not measured at fair value in the
balance sheet. The fair value for these instruments is
not considered to be materially different to their
carrying amounts.

                                         Carrying         Fair
At 31 August 2017                          amount        value
                                            R'000        R'000

Loan receivable                           104,932      104,932
Trade and other
receivables                                29,055       29,055
Deposit held against a
bank guarantee                                350          350

Total assets                              134,337      134,337


6. PROPERTY, PLANT AND EQUIPMENT

The property, plant and equipment assets held by Hulisani
Ltd increased because of the acquisition of Rustmo1 Solar
Farm (Pty) Ltd. (See note 3)

                                   Compu
                                     ter
                     Offi Fixtu    Equip
             Land      ce   res     ment
                &    Equi   and        & Motor     Plant &
            Build    pmen Fitti    Softw Vehic    Machiner
             ings       t   ngs      are   les           y         Total
                     R'00
            R'000       0 R'000    R'000 R'000      R'000          R'000
Balance
at 28
February
2017
Cost
                -      323 2,310    170     -           -     2,803
Accumulat
ed
depreciat
ion             -       -   (18)   (29)     -                  (47)
Carrying
amount at
28
February
2017            -      323 2,291    141     -           -     2,756

Half-year ended 31 August
2017

Opening
carrying
amount          -      323 2,291    141     -           -     2,756

Additions       -      26    463     49     -           -       538
Acquisiti
on of
subsidiar
y (Note
3)          2,212       -      2      -   248     133,600   136,062
Depreciat
ion             -   (29) (207)     (31)   (17)    (2,044)   (2,329)
Balance
at 31
August
2017        2,212      320 2,549    159   231     131,556   137,027


Cost        2,212      349 2,778    219   359     162,167   168,084
Accumulat
ed
depreciat
ion             -   (29) (229)     (60) (128)    (30,611)   (31,057)
Carrying
Amount at
31 August
2017        2,212      320 2,549    159   231     131,556   137,027


7. INTANGIBLE ASSETS

The intangible assets held by Hulisani Ltd increased
because of the acquisition of Rusmo1 Solar Farm (Pty)
Ltd. The intangible assets consist of the development
costs, customer contract, and goodwill. (See note 3)
                                     Development Customer
                            Goodwill       costs contract    Total
                               R'000       R'000    R'000    R'000
Balance at 28
February 2017

Cost                              -            -        -        -
Accumulated
depreciation                      -            -        -        -
Carrying amount
at 28 February
2017                              -            -        -        -

Half-year ended 31 August
2017

Opening carrying
amount                            -            -        -        -
Additions
Acquisition of               23,485                         23,485
subsidiary
(Note 3)                          -       25,029    87,528 112,557
Amortisation                      -        (380)   (1,326) (1,706)
Balance at 31
August 2017                  23,485       24,649   86,202 136,042


Cost                         23,485       30,413   87,528 141,426
Accumulated
amortisation                      -      (5,764)   (1,326) (7,090)
Carrying Amount at
31 August 2017               23,485       24,649   86,202 134,336

8. BORROWINGS

Interest bearing liabilities held by Hulisani Ltd
increased primarily because of the acquisition of Rustmo1
Solar Farm (Pty) Ltd.

The IDC loan is secured, bears interest at 11.60% and is
payable in semi-annual instalments over a term of 15
years. The Nedbank loan is secured, bears interest at
10.80% and is payable in semi-annual instalments over a
term of 15 years.

                                                       31
                                                   August
                                                     2017
                                                    R’000
Non-current
IDC loan                                           64,107
Nedbank loan                                       63,642
Total non-current interest-bearing debt           127,749
Current
IDC loan                                            3,586
Nedbank loan                                        3,617
Total current interest-bearing debt                 7,203
Total interest-bearing debt                       134,952


9. REVENUE

Hulisani Limited’s revenue consists of R12m in sale of
electricity by the subsidiary, Rustmo1 Solar Farm (Pty)
Ltd, and a structuring fee of R0.8m.

10.   EARNINGS PER SHARE

The calculation of earnings per share at 31 August 2017
was based on the loss attributable to ordinary
shareholders of Hulisani Limited, and a weighted average
number of ordinary shares. The calculation is as follows:

                                 Unaudited   Unaudited      Audited
                                    period      period       period
                                     ended       ended        ended
                                   31-Aug-     31-Aug-      28-Feb-
                                      2017        2016         2017
                                     R’000       R’000        R’000
Loss for the year                  (5,704)       1,087      (6,010)
Adjustments:                             -           -            -
Listing costs                            -           -        2,365
Loss on disposal of property,
plant and equipment                      -           -         413
Safe custody costs                       -           -       2,633
Headline earnings                  (5,704)       1,087       (599)

Number of shares in issue
(‘000)                              50,000      50,000      50,000
Weighted numbers of shares
(‘000)                              50,000      20,833      44,795
Basic and diluted earnings per
share (cents)                         (11)          05        (13)
Basic and diluted headline
earnings per share (cents)            (11)          05        (01)

11.   GOODWILL
                                               31 August
                                                    2017
                                                   R’000
Balance at 28 February 2017                            -
Addition                                          23,485
Impairment                                             -
Balance at 31 August 2017                         23,485

The goodwill relates to the acquisition of a subsidiary
disclosed in Note 3. The goodwill is considered as the
portion of the purchase price which is attributable to
benefits beyond the identifiable net assets.

12.   RELATED PARTY TRANSACTIONS AND BALANCES

(a)   Transactions
                                                31 August
                                                     2017
                                                    R’000

Professional fees                                  1,611

During the six months period ended 31 August 2017
professional fees of R1.6m were paid for due diligence on
investments; R990k was paid to Uniper Energy SA (Pty)
Ltd, the CEO of the entity is a Hulisani Limited
director. The remaining R621k was paid to Mothee
Consulting, the owner of the entity is also a Hulisani
Limited director.

(b)   Balances
                                                31 August
                                                     2017
                                                    R’000

Preference shares                                 41,250
Other receivables                                  6,050

A subsidiary of Pele Green (Pty) Ltd, Pele SPV198 (Pty)
Ltd entered into an agreement with Hulisani Limited to
jointly subscribe for ordinary shares in Pele SPV13 (Pty)
Ltd. Hulisani Limited subscribed for cumulative
preference shares in Pele SPV198 (Pty) Ltd for the
entity's funding of the ordinary shares subscription in
Pele SPV13 (Pty) Ltd. Other receivables are due from
Pele Green Energy (Pty) Ltd, a parent company to Pele
SPV198 (Pty) Ltd.

13.   DIVIDENDS
There will be no dividends declared for the interim
period.

On behalf of the Board
ME Raphulu
Chief Executive Officer
29 November 2017

Registered Office:
11 Floor, Sandton Eye,126 West Street (corner Rivonia)
Sandton, Gauteng.

Auditors
PWC

Sponsor
PSG Capital Proprietary Limited

Transfer secretaries:
Computershare Investor Services Proprietary Limited, 70
Marshall Street Johannesburg, 2001


Company secretary
ER Goodman Secretarial Services CC, Houghton Estate
Office Park, 2nd Floor, Palm Grove, 2 Osborn Road,
Houghton, 2198

Directors:

ME Raphulu (Chief Executive Officer), MF Modau (Chief
Investment Officer), MP Dem (Chief Financial Officer), PC
Mdoda* (Chairman), A Notshe*, MH Zilimbola*, NP Gosa*, DR
Hlatshwayo*, HH Schaaf*#, B Marx*.
* Independent Non-executive     # German

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