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AVIOR CAPITAL MARKETS HOLDINGS LIMITED - Reviewed condensed consolidated interim results for the six months ended 31 October 2017 and changes to the board

Release Date: 31/01/2018 09:00
Code(s): AVR     PDF:  
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Reviewed condensed consolidated interim results for the six months ended 31 October 2017 and changes to the board

AVIOR CAPITAL MARKETS HOLDINGS LIMITED
(previously Jamispan Proprietary Limited)
Incorporated in the Republic of South Africa
Registration number: 2015/086358/06
JSE Share Code: AVR
ISIN: ZAE000211637

(“Avior Holdings” or “The Group”)



REVIEWED CONDENSED CONSOLIDATED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2017
AND CHANGES TO THE BOARD



HIGHLIGHTS

 -    HEADLINE EARNINGS PER SHARE (“HEPS”) DOWN 47%
 -    PROFIT BEFORE TAX DOWN 14%
 -    SUCCESSFUL LISTING ON THE JSE ALTX ON 6 JUNE 2017



      The board of directors of Avior Holdings (“the Board”) is pleased to present the reviewed condensed consolidated
      results of the group for the interim period ending 31 October 2017.


 1.   INTRODUCTION

      Avior Holdings condensed consolidated interim results include the statement of financial position, statement of
      changes in equity, statement of comprehensive income and statement of cash flows for the six months ended 31
      October 2017 (“Results”).

      The Results have been prepared in accordance with the requirements of the JSE Limited (“JSE”) Listings
      Requirements, the requirements of International Financial Reporting Standards (“IFRS”) and its interpretations as
      adopted by the International Accounting Standards Board, the South African Institute of Chartered Accountants
      Financial Reporting Guides as issued by the Accounting Practices Committee, financial pronouncements as issued
      by the Financial Reporting Standards Council, the presentation requirements of IAS 34 Interim Financial Reporting
      (excluding paragraph 16A(j) as permitted by the JSE Listings Requirements) and the requirements of the Companies
      Act, 71 of 2008 applicable to summarised financial statements.

      The Group’s Results have been prepared in accordance with the going concern principle under the historical cost
      basis as modified by the fair value accounting of certain assets and liabilities, where required or permitted by IFRS.
      These Results, as reflected in this announcement, are presented in South African Rand, which is the presentation
      currency of the Group.
      While this announcement itself has not been reviewed, the condensed consolidated interim Results for the period
      ended 31 October 2017 have been independently reviewed, in accordance with ISRE 2400, by the Group’s
      independent auditors, PKF, which expressed an unqualified opinion thereon.

      The decision to review the interim Results was made in the interest of good governance, and the financial statements
      for the year ended 30 April 2017 were unqualified.

      The Group’s 30 April 2017 annual financial information has been correctly extracted from the underlying audited
      consolidated annual financial statements. Similarly, the Groups interim financial information from 31 October 2017
      and 31 October 2016 has also been correctly extracted from the underlying reviewed consolidated financial
      statements.

      The directors of the Group take full responsibility for the preparation of this report.

      The preparation of the Group’s Results was undertaken by Northplan Chartered Accountants Incorporated, under
      the supervision of the Group Financial Director (acting), Justin Larsen, CA(SA).
      Shareholders are advised that the Group’s interim Results will be published on the Group’s website.

2.   RESULTS COMMENTARY

     For the period ended 31 October 2017, HEPS declined by 47% to 7.91 cents with 99% of the change driven by the
     recognition of a deferred tax asset of R11.6 million in the prior interim period ending 31 October 2016. This is
     assuming the weighted average number of shares for the 6 months ended 31 October 2016 remained the same at
     173 198 662.

     A truer sense of the Group’s performance is therefore profit before tax, where period-on-period performance
     declined by 14% to R15.5 million.

     The Group’s revenue increased marginally by 0.1% period-on-period to R100.5 million.

     Revenue from the Group’s South African operations declined by 0.09% period-on-period to R84.1 million owing in
     part to pricing pressure and reduced JSE trading volumes over the reporting period.

     Revenue from the Group’s UK operations grew by 1% period-on-period to R17.6 million.

     Gross profit margins improved from 75% to 82% because of efforts undertaken to renegotiate key counterparty
     contracts.

     Operating expenses increased by 12% period-on-period driven largely by an increase in staff remuneration as the
     Group continues to enhance its trading, research and operational capabilities.

     The significant variation in taxation period-on-period is due to the recognition in the prior interim period of a R11.6
     million deferred tax asset relating to historic losses in the UK operations, which were incurred prior to the acquisition
     of the entity.
     PROSPECTS

     While the outcome of the ANC’s elective conference in December 2017 was positive and led to increased JSE
     activity over December, the outlook for JSE trading volumes and brokerage rates remain uncertain.

     In the United Kingdom, the Group is positioned to benefit from the introduction of MiFID II in Europe as asset
     managers focus on remunerating high-quality research providers. The Group has invested in systems and
     processes to benefit from the introduction of MiFID II. The impact of MiFID II on the Group’s business environment
     is difficult to assess at this stage.

     The recent strengthening of the Rand versus foreign currencies will likely weigh on the Group’s UK earnings and
     revaluation of foreign denominated bank accounts.

     The Group remains committed to enhancing its customer experience and therefore will continue to augment its
     channel offerings.

     The Group acknowledges that its people are key to its success. Accordingly, it continues to invest in its people
     across its trading, research and operational capabilities.

3.   CHANGES TO THE BOARD

     During the financial period under review, the following changes were made to the Board:

     -   Mark Collier, an independent non-executive director and chairperson of the audit and risk committee, as well
         as the remuneration committee, resigned with effect from 21 July 2017.

     -   Octavia Matshidiso Matloa was appointed as an independent non-executive director and chairperson of the
         audit and risk committee, with effect from 18 August 2017.

     -   Elias Masilela, an independent non-executive director, was appointed as the chairperson of the social and
         ethics committee and a member of the remuneration committee, with effect from 12 July 2017.

     -   Marilyn Ramplin, an independent non-executive director and chairperson of the Board, was appointed as a
         member of the remuneration committee, with effect from 12 July 2017.

     Subsequent to the financial period under review, the following changes were made to the Board:

     -   Naeem Tilly resigned as Financial Director, with effect from 29 December 2017.

     -   Justin Larsen was appointed as the Interim Financial Director, with effect from 30 December 2017, pending
         the identification of a suitable candidate to replace Naeem Tilly.

     -   Marilyn Ramplin, an independent non-executive director and chairperson of the Board, was appointed as a
         member of the social and ethics committee, with effect from 17 January 2018.

     -   Elias Masilela, an independent non-executive director, was appointed as the chairperson of the remuneration
         committee, with effect from 7 December 2017.

     -   Octavia Matshidiso Matloa, an independent non-executive director, was appointed as a member of the
         remuneration committee, with effect from 7 December 2017.


 4.    CHANGES TO THE DESIGNATED ADVISOR AND COMPANY SECRETARY

       During the financial period under review, no changes occurred to the above-mentioned positions.


 5.    DISTRIBUTION OF INTERIM FINANCIAL RESULTS STATEMENTS

       Distribution of the interim financial statements for the period ended 31 October 2017:

       -   A copy of the interim financial statements contained in this announcement will be distributed electronically by
           the Group to its shareholders on or about Tuesday, 30 January 2018.


FOR AND ON BEHALF OF THE BOARD


MARYLIN RAMPLIN
Chairperson

Johannesburg
31 January 2018

AUDITOR
PKF (vga) Chartered Accountants Incorporated
Audit partner: HC Nieuwoudt

DESIGNATED ADVISOR
Pallidus Capital Proprietary Limited

TRANSFER SECRETARIES
Terbium Financial Services Proprietary Limited

REGISTERED OFFICE
11th Floor, South Tower, 140 West Street, Sandton, 2196.

WEBSITE:
www.avior.co.za

Condensed consolidated statement of comprehensive income for the six months ended 31 October 2017

                                                                                      Reviewed        Reviewed
                                                                     Change %
                                                                                    31 Oct 2017     31 Oct 2016

                                                                           0.1      100 474 942     100 371 191
 Revenue
 Cost of sales                                                            (25)      (18 414 270)    (24 659 564)

 Gross profit                                                               8         82 060 672     75 711 627

 Other income                                                              31           465 360         354 386

 Operating expenses                                                        13       (66 960 190)    (59 350 899)

 Operating profit                                                          (7)        15 565 842     16 715 114

 Finance income                                                           (11)         1 116 221      1 259 025

 Share of loss of equity accounted investee net of taxation              >100          (163 256)               -

 Finance costs                                                           >100        (1 017 977)        (27 586)

 Profit before taxation                                                   (14)        15 500 830     17 946 553

 Taxation                                                               >(100)       (4 129 473)      7 902 495

 Profit for the year                                                      (55)        11 371 357     25 849 048

 Other comprehensive income:
 Items that may be reclassified to profit or loss:
 Exchange differences on translating foreign operations                   (92)         (640 542)     (8 263 462)

 Other comprehensive income for the period net of taxation                (92)         (640 542)     (8 263 462)

 Total comprehensive income for the period                                (39)        10 730 815     17 585 586

 Weighted average number of shares                                        (16)      145 795 923     173 198 662
 Earnings per share (cents)                                               (27)             7.36           10.15

 Diluted earnings per share (cents)                                       (27)              7.36          10.15

 Headline earnings per share (cents)                                      (47)              7.91          14.82

 Diluted headline earnings per share (cents)                              (47)              7.91          14.82


 Earnings attributable to ordinary shareholders                                       10 730 816     17 585 586
 Loss on disposal of property, plant and equipment net of taxation        (99)           (1 276)      (186 686)
 Exchange differences on translating foreign operations                   (92)          640 542       8 263 462
 Share of loss of equity accounted investee net of taxation                  -           163 256               -
 Headline earnings attributable to ordinary shareholders                  (55)        11 533 338     25 662 362


 Number of shares in issue                                                (15)      146 285 100     171 562 800
 Weighted average number of shares in issue                               (16)      145 795 923     173 198 662
 Diluted weighted average number of shares in issue                       (16)      145 795 923     173 198 662

Condensed consolidated statement of financial position as at 31 October 2017
                                                                                  Reviewed        Audited
                                                                    Change %    31 Oct 2017   30 Apr 2017


Assets
Non-Current Assets
Property, plant and equipment                                              58     5 699 461     3 614 650
Loan receivable                                                          (38)       467 324       750 000
Intangible assets                                                          57       657 848       419 454
Equity accounted investee                                               >100        126 744              -
Deferred tax                                                              (2)    16 573 357    16 874 345
                                                                            9    23 524 734    21 658 449
Current assets
Margin and collateral accounts                                             29    11 075 285     8 574 583
Trade and other receivables                                                64     9 016 113     5 653 858
Loan to group companies                                                 >100        150 000
Loans to directors, managers and employees                               (41)     1 712 492     2 424 767
Financial assets held for trading                                       >100      7 507 208     3 064 864
Current tax receivable                                                   (44)       613 230     1 102 970
Amounts receivable in respect of stock broking activities               >100    355 017 434    46 970 215
Cash and cash equivalents                                                  10    70 797 423    63 435 808
                                                                        >100    455 899 185   131 227 065
Total Assets                                                            >100    479 413 919   152 885 514

Equity and Liabilities
Equity
Share capital                                                           >100      8 648 329        14 629
Reserves                                                                 (88)     (640 542)   (5 561 126)
Retained income                                                            13    90 097 593   79 616 636
                                                                                 98 105 380   74 070 139
Liabilities
Non-Current Liabilities
Loans from related parties                                                 1     13 135 506    13 000 251

Current Liabilities
Trade and other payables                                                 (30)    12 533 327    17 860 309
Financial liabilities held for trading                                  >100      6 207 673     2 668 353
Operating lease liability                                                (79)        78 280       377 374
Current tax payable                                                     >100         59 301         4 299
Provisions                                                                (9)     3 036 506     3 323 061
Amounts payable in respect of stock broking activities                  >100    345 105 407    41 581 728
Bank overdraft                                                          >100      1 152 539             -
                                                                        >100    368 173 033    65 815 124
Total Liabilities                                                       >100    381 308 539    78 815 375
Total Equity and Liabilities                                            >100    479 413 919   152 885 514

Condensed consolidated statement of cash flows for the six months ended 31 October 2017

                                                                                     Reviewed       Reviewed
                                                                  Change %         31 Oct 20 17   31 Oct 2016


Cash flows from operating activities
Cash receipts from customers                                               5         96 671 389     91 873 535
Cash paid to suppliers and employees                                      21       (94 502 027)   (77 874 381)
Cash generated from operations                                          (85)          2 169 362     13 999 154
Finance income                                                          (18)          1 031 664      1 259 025
Finance costs                                                          >100           (882 721)        (27 586)
Tax paid                                                                (22)        (2 065 334)    (2 657 157)
Net cash from operating activities                                     (100)            252 971     12 573 436

Cash flows from investing activities
Purchase of property, plant and equipment                             >(100)        (3 282 997)             -
Sale of property, plant and equipment                                  >100             104 261        37 331
Purchase of other intangible assets                                   >(100)          (323 140)             -
Acquisition of equity accounted investee                              >(100)          (500 000)             -
Movement in equity accounted investee loan                            >(100)          (150 000)             -
Net cash from investing activities                                    >(100)        (4 151 876)        37 381

Cash flows from financing activities
Buy back of shares                                                    >(100)          (220 270)               -
Proceeds on share issue                                                >100           8 633 700               -
Movement in loans to directors, managers and employees                 >100             125 486               -
Net cash from financing activities                                     >100           8 538 916               -

Total cash movement for the year                                        (63)         4 640 011     12 610 817
Cash at the beginning of the year                                          8        63 435 808     58 591 801
Effect of exchange rate movement on cash balances                      >100          1 569 065              -
Total cash at end of the year                                            (2)        69 644 884     71 202 618

Condensed consolidated statement of changes in equity for the six months ended 31 October 2017

                                                                Foreign currency     Treasury
                                                       Share          translation      shares          Total      Retained
                                                      capital            reserve      reserve       reserves       income     Total equity


                                                      17 216             646 753    (2 263 201)   (1 616 448)    84 289 805    82 690 573
 Balance at 01 May 2016 (audited)
 Profit for the year                                        -                   -             -             -    25 849 048    25 849 048
 Other comprehensive income                                 -         (6 194 832)             -   (6 194 832)             -    (6 194 832)
 Total comprehensive income for the year                    -         (6 194 832)             -   (6 194 832)    25 849 048    19 654 216
 Proceeds on shares issued                                  -                   -    (345 120)     (345 120)              -     (345 120)
 Purchase of own/treasury shares                         (60)                   -            -             -              -           (60)
 Transfer between reserves                                  -                   -    2 608 321     2 608 321    (2 608 321)              -
 Total contributions by and distributions to
                                                         (60)                   -    2 263 201     2 263 201    (2 608 321)     (345 180)
 owners of group recognised directly in equity
 Balance at 31 October 2016 (reviewed)                17 156          (8 263 462)                 (8 263 462)   107 530 532    99 284 226


 Balance at 01 May 2017 (audited)                     14 629          (5 561 126)             -   (5 561 126)    79 616 636    74 070 139
 Profit for the year                                        -                   -             -             -    11 371 357    11 371 357
 Other comprehensive income                                 -          4 920 584              -    4 920 584              -     4 920 584
 Total comprehensive income for the period                  -          4 920 584              -    4 920 584     11 371 357    16 291 941
 Issue of shares                                   8 633 700                    -            -             -              -     8 633 700
 Purchase of own/treasury shares                           -                    -    (890 400)     (890 400)              -     (890 400)
 Transfer between reserves                                  -                   -      890 400       890 400      (890 400)              -
 Total contributions by and distributions to
                                                   8 633 700                    -             -             -     (890 400)     7 743 300
 owners of group recognized directly in equity
 Balance at 31 October 2017 (reviewed)             8 648 329            (640 542)             -    (640 542)     90 097 593    98 105 380

Notes to the condensed consolidated financial statements for the six months ended 31 October 2017
Condensed consolidated segmental information for the six months ended 31 October 2017

SA Region - This includes all the South African based companies (Avior Capital Markets Proprietary Limited,
Avior Capital Investments (RF) Proprietary Limited, Avior ETF Funds Proprietary Limited, Groombridge
Nominees Proprietary Limited and A-Trade Proprietary Limited).
UK Region - This includes the Group's foreign based 100% owned subsidiary operating in the UK (Avior Capital
Markets International Limited).


 31 October 2017 (reviewed)                                          SA Region        UK Region                  Total
 Segment revenue                                                      84 188 104       17 388 667       101 576 771

 Revenue from external customers                                      82 619 759       17 939 487       100 559 246

 Intersegment revenues eliminated                                      (210 000)        (562 283)          (772 283)

 Interest revenue                                                      1 116 221                 -        1 116 221

 Other income                                                            662 124           11 463              673 587



 Segment expenses                                                   (76 308 328)      (9 498 349)       (85 806 677)
 Cash expenses                                                      (74 737 235)      (9 458 820)       (84 196 055)

 Interest expense                                                    (1 017 978)                 -       (1 017 978)

 Intersegment expenses eliminated                                        562 283                 -             562 283

 Depreciation and amortisation                                       (1 115 398)          (39 529)       (1 154 927)



 Income tax expense                                                  (2 594 386)      (1 535 087)        (4 129 473)

 Segment profit                                                        5 285 390        6 355 231        11 640 621



 Non-cash items (not included in segments results)
 Foreign exchange gains/(losses)                                         477 979        (749 015)          (271 036)

 Profit on sale of intangible assets                                       1 773                 -               1 773



 Segment assets and liabilities
 Segment assets excluding deferred tax                              448 513 655        46 907 122       495 420 777

 Deferred tax                                                          1 548 413       15 024 944        16 573 357

 Segment liabilities                                                409 531 128         1 654 325       411 185 453



 Investments
 Investments in subsidiaries                                           1 750 427                 -        1 750 427


 Capital expenditure
 Computer equipment                                                      458 850                 -             458 850

 Leasehold improvements                                                1 833 036                 -        1 833 036

 Furniture and fixtures                                                  893 955                 -             893 955

 Office equipment                                                         24 367           32 310               56 677

 Computer software                                                        38 499                 -              38 499

 Intangible asset                                                        323 140                 -             323 140

Reconciliation between segment information – 31 October 2017
Revenue and other income                                       102 056 523

Total segment revenue                                          101 576 711

Foreign exchange gains                                             477 979

Profit on sale of intangible assets (non cash)                       1 773

Revenue as per statement of profit and loss                    102 056 523



Expenses                                                       (86 555 692)

Total segment expenses                                         (85 806 677)

Foreign exchange gains/(losses) (non cash)                       (749 015)

Expenses as per statement of profit and loss                   (86 555 095)



Assets                                                         479 413 921

Total segment assets                                           511 994 134

Loans to group companies eliminated                            (30 829 786)

Investments in subsidiary                                       (1 750 427)

Total assets as per statement of financial position            479 413 921



Liabilities                                                    381 308 538

Total segment liabilities                                      412 403 064

Loans from group companies                                     (30 829 786)

Accruals                                                         (264 740)

Total liabilities as per the statement of financial position   381 308 538

30 April 2017 (audited)                               SA Region      UK Region             Total
Segment revenue                                      154 194 987     28 870 762     183 065 749

Revenue from external customers                      149 636 745     32 375 351     182 012 096

Intersegment revenues eliminated                                -    (3 529 304)     (3 529 304)

Interest revenue                                       3 220 531               -      3 220 531

Other income                                           1 337 711           2071       1 339 782



Segment expenses                                    (146 684 300)   (14 076 280)   (160 760 580)

Cash expenses                                       (147 483 367)   (14 030 644)   (161 514 011)

Interest expense                                        (877 812)              -       (877 812)

Intersegment expenses eliminated                       3 529 304               -      3 529 304

Depreciation and amortisation                         (1 852 425)       (45 636)     (1 898 061)



Income tax expense                                      (317 392)     6 617 724       6 300 332

Segment profit                                         7 193 294     21 412 206      28 605 500



Non-cash items (not included in segments results)
Foreign exchange gains/(losses)                       (3 105 580)     1 282 997      (1 822 583)

Fair value adjustments                                    11 031               -         11 031



Segment assets and liabilities
Segment assets excluding deferred tax                115 808 485     34 436 059     150 244 544

Deferred tax                                           1 587 096     15 287 289      16 874 345

Segment liabilities                                   91 003 762        526 112      91 529 874



Investments
Investments in subsidiaries                            1 750 327               -      1 750 327


Capital expenditure
Computer equipment                                       867 073        126 236         993 309

Leasehold improvements                                   265 417               -        265 417

Furniture and fixtures                                   220 954               -        220 954

Office equipment                                         112 852               -        112 852

Motor vehicles                                           760 800                        760 800

Computer software                                        265 417               -        265 417

Intangible asset                                         524 317                        524 317
 
Reconciliation between segment information – 30 April 2017
Revenue and other income                                                                         184 359 776

 Total segment revenue                                                                            183 065 748

 Foreign exchange gains                                                                             1 282 997

 Fair value adjustments (non cash)                                                                      11 031

 Revenue as per statement of profit and loss                                                      184 359 776



 Expenses                                                                                       (163 866 159)

 Total segment expenses                                                                         (160 760 579)

 Foreign exchange loss                                                                             (3 105 580)

 Expenses as per statement of profit and loss                                                   (163 886 159)



 Assets                                                                                           152 885 514

 Total segment assets                                                                             167 118 988

 Loans to group companies eliminated                                                             (12 483 047)

 Investments in subsidiaries                                                                       (1 750 327)

 Total assets as per statement of financial position                                              152 885 514



 Liabilities                                                                                       78 815 375

 Total segment liabilities                                                                         91 529 874

 Loans from group companies                                                                      (12 482 047)

 Accruals                                                                                            (231 452)

 Total liabilities as per the statement of financial position                                      78 815 375


Accounting policy application

The accounting policies applied in these reviewed condensed consolidated interim results are in terms of IFRS
and are consistent with the accounting policies applied in the preparation of the Group’s previous audited
consolidated annual financial statements, except for changes as required by the mandatory and early adoption
of the revised IFRS and the policy amendment relating to equity accounted investments detailed in the
paragraph below.

The Group’s interest in the equity accounted investee comprises an interest in a joint venture. A joint venture
is an arrangement in which the Group has joint control, whereby the Group has the rights to the net assets of
the arrangement, rather than the rights to its assets and obligations for its liabilities. Interests in joint ventures
are accounted for using the equity method. The joint venture is initially recognised at cost, which includes
transaction costs. After the initial recognition, the consolidated financial statements include the Group’s share
of the profit or loss and other comprehensive income of equity accounted investees, until the dates on which
significant influence or joint control ceases.
Analysis of assets and liabilities by financial instrument classification

The table below categorises the Group’s financial instruments according to their measurement category with
disclosure of the fair value being provided for those categories.

                                                                                                       Financial
                                                                      Financial      Financial     instruments
                                                                      assets at   liabilities at    at fair value
                                                                     amortised      amortised            through
                                                                          cost             cost       profit and
 Reviewed as at 31 October 2017                                                                              loss         Total

 Financial assets by category

 Loan receivable                                                     467 324                   -              -         467 324
 Financial assets held for trading                                         -                   -      7 507 208       7 507 208
 Amounts receivable in respect of stock broking activities       355 017 434                   -              -     355 017 434
 Trade and other receivables                                       9 016 113                   -              -       9 016 113
 Loans to directors, management and employees                      1 712 492                   -              -       1 712 492
 Margin and collateral accounts                                   11 075 285                   -              -      11 075 285
 Cash and cash equivalents                                        70 797 423                   -              -      70 797 423
                                                                 448 086 071                   -      7 507 208     455 593 279
 Financial liabilities by category

 Amounts payable in respect of stock broking activities          -                345 105 407                 -     345 105 407
 Trade and other payables                                        -                 12 533 327                 -      12 533 327
 Loans from related parties                                      -                 13 135 506                 -      13 135 506
 Financial liabilities held for trading                          -                          -         6 207 673       6 207 673
 Bank overdraft                                                  -                  1 152 539                 -       1 152 539
                                                                 -                371 926 779         6 207 673     371 926 779


Fair value hierarchy

The table that follows analyses the Group’s financial instruments carried at fair value, by level of fair value
hierarchy. The different levels are based on the extent that available market data is used in the calculation of
the fair value of the financial instruments.

Level 1 – fair value is based on quoted market prices (unadjusted) in active markets for an identical financial
asset or liability.

Level 2 – fair value is determined through valuation techniques based on observable inputs, either directly,
such as quoted prices, or indirectly, such as those derived from quoted prices.

Level 3 – fair value is determined through valuation techniques using significant unobservable inputs.

                                                                                                     Level 1

Financial assets held for trading                                                                  7 507 208

Financial liabilities held for trading                                                             6 207 673


Related party disclosures

Stately Horse Properties (Pty) Ltd. scrip lending transaction
On 8 September 2017 Stately Horse Properties (Pty) Ltd., which owns 58.1% of outstanding shares in Avior Holdings,
became a client of Avior Capital Markets (Pty) Ltd. Consequently, Avior Capital Markets (Pty) Ltd. entered into a securities
lending transaction with Stately Horse Properties (Pty) Ltd. At 31 October 2017 the short position was valued at R34 468
360 and the equity collateral posted was valued at R56 044 338. Avior Capital Markets (Pty) Ltd. earned total fees of R12
471 relating to this transaction as at 31 October 2017. The terms of the agreement were at an arm’s length and were aligned
to the International Securities Lending Association standard terms.

Transfer of shareholding from Zazomia Trust to Stately Horse Properties (Pty) Ltd.
As per the SENS announcement dated 2 October 2017, on 29 September 2017 Zazomia Trust transferred all of its
shareholding in Avior Holdings of 85 898 200 shares to Stately Horse Properties (Pty) Ltd. Peter Koutromanos, Director,
has a controlling interest in both entities. All costs associated with the transfer were borne by Zazomia Trust.
Investment in A-Trade (Pty) Ltd. joint venture, loan advanced to joint venture and management fees
On 1 June 2017 Avior Holdings invested in a newly incorporated entity being A-Trade (Pty) Ltd. The respective parties
subscribed to 50 Class A ordinary shares at R500 000 each representing a 50% shareholding in a joint venture arrangement.
The entity was formed to service clients as a member of the 4AX exchange. The joint venture is equity accounted per the
Group's accounting policies. On 23 June 2017 a loan of R150 000 was extended by Avior Holdings to A-Trade (Pty) Ltd.
The terms of the loan are a 0% interest rate and may only be called up when the entity achieves an appropriate level of
liquidity, to be agreed by the Board which is represented by both parties to the arrangement.

Avior Holdings charged A-Trade (Pty) Ltd. monthly management fees from 15 June 2017 to 31 October 2017 amounting to
R420 000. The fees related to the use of Avior Holdings Group facilities and broker capabilities.

Events after the reporting period

The directors are not aware of any material events which occurred after the reporting date except for the matter disclosed
below.

Institution of arbitration proceedings by a minority shareholder (non-adjusting event after the reporting period)
On Tuesday, 23 January 2018, Avior Capital Markets (Pty) Limited, a wholly owned subsidiary of the Group, received notice
that a minority shareholder and former employee of the Group, Dirk Noeth, instituted arbitration proceedings, for the
payment of damages, against Avior Capital Markets (Pty) Limited and two other previous shareholders of Avior Capital
Markets (Pty) Limited in respect of certain alleged breaches of a sale agreement concluded during or about February 2012.
At this stage, the directors of the Group are still in the process of assessing the claim and the merits thereof. Accordingly,
the directors are not, at this stage, in a position to determine the financial effect of the claim on the Group.

Date: 31/01/2018 09:00:00 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
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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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