TASTE HOLDINGS LIMITED - Summarised Audited Consolidated Results for the Year Ended 28 February 2018 and Notice of Annual General Meeting

Release Date: 31/05/2018 15:03
Code(s): TAS
 
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Summarised Audited Consolidated Results for the Year Ended 28 February 2018 and Notice of Annual General Meeting

Taste Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2000/002239/06)
JSE code: TAS ISIN: ZAE000081162
(“Taste” or “the company” or “the group”)

SUMMARISED AUDITED CONSOLIDATED RESULTS FOR THE YEAR ENDED
28 FEBRUARY 2018 AND NOTICE OF ANNUAL GENERAL MEETING


 CONDENSED GROUP CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                                          28 February      28 February
                                                                    %            2018             2017
                                                                change          R'000            R'000
 Revenue (1)                                                       -5%      1,043,977        1,097,614
 Cost of sales                                                               (612,445)        (671,237)
 Gross profit (2)                                                   1%        431,532          426,377
 Other income                                                                   3,591            1,047
 Operating costs (3)                                              -24%       (621,753)        (502,080)
 EBITDA* (4)                                                     -150%       (186,630)         (74,656)
 Amortisation and depreciation (5)                                -16%        (41,662)         (36,047)
 Operating loss                                                  -106%       (228,292)        (110,703)
 Investment revenue (6)                                             6%         17,295           16,298
 Finance costs (7)                                                -29%        (44,745)         (34,809)
 Loss before taxation                                             -98%       (255,742)        (129,214)
 Taxation (8)                                                                  14,750           28,060
 Loss for the year                                                           (240,992)        (101,154)
 Attributable to:
 Equity holders of the company                                   -139%       (241,202)        (100,818)
 Non-controlling interest (9)                                                     210             (336)
                                                                             (240,992)        (101,154)

 Loss per share (cents)                                           -90%          (51.0)           (26.8)
 Diluted loss per share (cents) (24)                              -90%          (51.0)           (26.8)


*Earnings before interest, tax, depreciation and amortisation (“EBITDA”)

CONDENSED GROUP CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                                    Restated      Restated
                                                   28 February   28 February   29 February
                                                          2018          2017          2016
                                                         R'000         R'000         R'000

ASSETS
Non-current assets                                     513,399       578,967       550,117
Property, plant and equipment (10)                     186,920       190,692       159,767
Intangible assets (12)                                  86,027       104,833       117,180
Goodwill (12) (24)                                     121,348       140,070       127,456
Net investment in Finance lease (13)                     4,919         8,905        10,742
Other financial assets (14)                             25,345        46,820        78,324
Deferred tax (15)                                       88,848        87,647        56,648

Non-current assets held for sale                              -             -        3,459

Current assets                                         479,053       439,003       574,830
Inventories (16) (24)                                  296,017       322,935       270,756
Net investment in Finance lease   (13)
                                                           450           522           459
Trade and other receivables                             56,059        66,722        88,996
Current tax receivables                                  1,911           897         3,610
Advertising levies                                       2,914         3,416         5,444
Other financial assets (14)                              5,281        11,720         2,921
Cash and cash equivalents (17)                         116,421        32,791       202,644

Total assets                                           992,452     1,017,970     1,128,406

EQUITY AND LIABILITIES
Equity attributable to holders of company               813,943      559,086       654,652
Share capital (18)                                            8            4             4
(Accumulated loss)/Retained earnings                  (308,806)      (63,579)       37,239
Share premium (18)                                    1,112,154      611,606       611,188
Equity-settled share-based payment reserve               10,586       11,055         6,221

Non-controlling interest                                  1,503       (2,732)        1,174

Non-current liabilities                                  26,031      284,884       295,802
Borrowings (19)                                           1,109      246,916       248,906
Lease equalisation                                       11,270       11,025         6,517
Deferred tax                                             13,652       26,943        40,379

Current liabilities                                    150,976       176,732       176,778
Current tax payable                                          -           179         3,805
Bank overdrafts (17)                                    20,179        48,259        32,148
Borrowings (19)                                          2,662        13,543         6,984
Lease equalisation                                       2,755         1,164         4,495
Trade and other payables                               125,380       113,587       129,346

Total equity and liabilities                           992,452     1,017,970     1,128,406

Number of shares in issue ('000)                       898,970       376,587       374,531
Net asset value per share (cents)                         90.7         147.7         175.1
Net tangible asset value per share (cents)   (20)
                                                          69.6          93.6         120.8

                                           Equity-
                                           settled                         Total
                                            share-    (Accumul
                                             based   ated loss)  attributable to
                                                                                          Non-
                                 Stated    payment    Retained    equity holders   controlling       Total
                                capital    reserve    Earnings      of the group      interest      Equity

                                  R’000      R’000       R’000             R’000         R’000       R’000

Balance at 1 March 2016         611,196      6,221      37,239           654,656         1,174     655,830

Options exercised                   414          -           -               414             -         414

Share-based payment reserve           -      4,834           -             4,834             -       4,834
Acquired through business
combination                           -          -           -                 -        (3,570)     (3,570)
Comprehensive loss for the
year                                  -          -    (100,818)         (100,818)         (336)   (101,154)

Balance at 1 March 2017         611,610     11,055     (63,579)          559,086        (2,732)    556,354

Share issue (18)                500,069          -           -           500,069             -     500,069

Options exercised                   483          -           -               483             -         483

Share-based payment reserve           -       (469)          -              (469)            -        (469)

Minority interest acquired                              (4,025)           (4,025)        4,025           -
Comprehensive loss for the
year                                  -          -    (241,202)         (241,202)          210    (240,992)

Balance at 28 February 2018   1,112,162     10,586    (308,806)          813,942         1,503     815,445


CONDENSED GROUP CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                28 February   28 February
                                                                       2018          2017
                                                                      R'000         R'000

Cash flows from operating activities                              (101,074)      (99,559)
Cash utilised by operating activities   (21)
                                                                   (72,828)      (68,187)
Investment revenue (6)                                               17,295        16,298
Finance costs (7)                                                  (44,745)      (34,809)
Taxation paid                                                         (796)      (12,861)

Cash flows from investing activities                               (31,080)      (82,053)
Acquisition of property, plant and equipment (10)                  (53,933)      (48,242)
Proceeds of disposals of property, plant and equipment   (10)
                                                                     28,875           703
Acquisition of non-current asset held-for-sale                            -         (181)
Disposal of non-current assets held-for-sale                              -         3,659
Acquisition of business (25)                                       (24,173)      (15,882)
Investment in finance lease (13)                                      4,058         (358)
Net Loans paid/(advanced) (14)                                       15,501      (15,316)
Net acquisition of Intangibles                                      (1,408)       (6,436)

Cash flows from financing activities                               243,864        (5,439)
Proceeds from issue of shares (18)                                  500,552           418
Loans paid (19)                                                   (256,688)       (5,857)


Change in cash and cash equivalents                                 111,710     (187,051)
Cash acquired from business acquisition                                   -         1,087
Cash and cash equivalents at beginning of the year                 (15,468)       170,496
Cash and cash equivalents at end of the year                         96,242      (15,468)
CONDENSED GROUP CONSOLIDATED SEGMENTAL REPORT
                                                                                                        Inter-
                                                                                                       segment
                                                        Food        Jewellery       Corporate         division
                                                    division         division        services         revenues          Total
Year ended 28 February 2018                            R’000            R’000           R’000            R’000          R’000
Revenue                                              605,102          558,845          26,000        (145,970)      1,043,977

EBITDA                                             (177,123)           23,074        (32,581)                -       (186,630)
Segment depreciation and amortisation               (30,212)          (9,834)         (1,616)                -        (41,662)
Operating (loss)/profit                            (207,335)           13,240        (34,197)                -       (228,292)
Investment revenue                                     8,414            3,752          40,136         (35,007)          17,295
Finance costs                                       (25,359)         (18,883)        (35,510)           35,007        (44,745)
Loss before taxation                               (224,281)          (1,892)        (29,569)                -       (255,742)
Segment assets                                       463,432          424,748         104,272                -         992,452
Segment liabilities                                  100,364          212,452       (135,809)                -         177,007
Segment capital expenditure                           48,431            5,386             116                –          53,933

Year ended 28 February 2017
Revenue                                              551,099          622,116           8,500          (84,101)      1,097,614

EBITDA                                             (117,670)           60,917        (17,903)                 -        (74,656)
Segment depreciation and amortisation               (26,014)          (8,407)         (1,626)                 -        (36,047)
Operating profit/(loss)                            (143,684)           52,510        (19,529)                 -       (110,703)
Investment revenue                                     8,202              424          37,078          (29,406)          16,298
Finance costs                                       (18,911)         (17,071)        (28,233)            29,406        (34,809)
(Loss)/profit before taxation                      (154,392)           35,862        (10,684)                 -       (129,214)
Segment assets                                       529,023          462,388          26,559                 -       1,017,970
Segment liabilities                                  118,888          238,448         104,280                 -         461,616
Segment capital expenditure                           31,994           16,152              84                 -          48,230


  The board of directors of Taste (“the Board”) present the summarised audited financial results for the
  year ended 28 February 2018. Taste is a South African-based management group that owns and
  licenses a portfolio of franchised and owned, category specialist and formula driven QSR, coffee and
  luxury retail brands currently housed within two divisions: food and luxury goods. The group is
  strategically focussed on [1] licensing leading global brands; [2] leveraging our scale among our ‘low
  cost’ food brands, [3] increasing ownership of corporate-owned stores across both divisions; and [4]
  supporting this growth through a leveraged shared resources and vertically integrated platform.

  Group revenue decreased by 5% to R1.04 billion (2017: R1.1 billion), driven by a decrease in sales in
  the Luxury Goods Division. The group now owns 131 corporate (2017: 114 stores) stores, 59 of which
  are in the Luxury Goods Division. Gross profit increased by 1% to R432 million due to a margin increase
  of 2.5 percentage points consequent to having more corporate-owned stores in the Food Division than
  in the prior year. Total operating costs increased by 24%, or R120 million. R63 million of these costs
  related to owning more corporate stores and R42 million related to once-off goodwill and intangible
  impairments. Excluding these non-comparable costs, group operating costs increased by 3%. The
  group recorded an EBITDA loss of R186.6 million (2017: R74.6 million). While an EBITDA loss was
  expected from the Food Division, the extent of the decline in EBITDA in the Luxury Goods Division was
  not. Net finance costs increased to R27.5 million (2017: R18.5 million) as both the cost of borrowing
  and the quantum of borrowings increased over the prior year before all long-term debt was paid down
  in February 2018 from the proceeds of a rights issue. The building of new corporate stores saw
  depreciation increase by 16%. An increase in equity raised the weighted average number of shares in
  issue to 473 million shares (2017: 376 million), with the resultant headline loss being 41.8 cents per
  share (2017: headline loss of 25 cents per share).


Notes to the financial information
Reconciliation of headline loss
                                                                       28 February       28 February
                                                               %              2018             2017
                                                           change            R'000            R'000
 Reconciliation of headline loss:
 Loss attributable to ordinary shareholders                 -139%         (241,202)       (100,818)
 Adjusted for:
 Impairment losses (22)                                                      42,053           5,260
 Loss on sale of property, plant and equipment                                4,839           2,062
 Tax effect on headline loss adjustments                                    (3,274)           (385)
 Headline loss attributable to ordinary
 Shareholders                                               -110%         (197,584)        (93,881)
 Weighted average shares in issue ('000) (23)
                                                                            473,060         375,927
 Weighted average diluted shares in issue ('000)                            489,130         384,379
 Loss per share (cents)                                      -90%            (51.0)          (26.8)
 Diluted loss per share (cents) (24)                         -90%            (51.0)          (26.8)
 Headline loss per share (cents)                             -67%            (41.8)          (25.0)
 Diluted headline loss per share (cents) (24)                -67%            (41.8)          (25.0)


In the past, the group reported core earnings where IFRS earnings were adjusted to exclude Domino’s
and Starbucks start-up costs. The group used this core earnings measure in the last three years in
order to disclose more fully the costs associated with establishing and launching these global brands
and to reflect comparable numbers. As previously disclosed, now that the group has finalised the
Domino’s conversion and launched the Starbucks brand, and as these brands are now established,
there are no further launch costs, reporting is comparable and thus core earnings are no longer used.

 1. The 5% decrease in group revenue for the year ended 28 February 2018 (“2018” or “current year”)
    is driven by the lower revenue in the Luxury Goods Division. Luxury goods are cyclical and
    negatively influenced by macro-economic uncertainty in the country, relative Rand strength and
    disposable income. This division reported a 10% decrease in same-store sales on the back of a
    5.4% increase in same-store sales in the prior year (“2017” or “28 February 2017”). Same-store
    sales for the first six months of 2018 were -15% and improved to -10% for the full year. The
    division ended the current period on 79 stores (2017: 83 stores).

    Revenue in the Food Division increased by 2% or R9.6 million after inter-segment eliminations.
    This increase is due mainly to the increase in corporate store ownership. The division owned and
    operated 72 stores (62 Domino’s Pizza and 10 Starbucks) at the end of 2018 (2017: 52 stores).
    For the year ended 28 February 2018 Domino’s recorded a same-store sales decrease of 1%,
    while the local brands recorded a decline of 5%.

 2. Gross profit increased by R5 million or 1% over 2017 due to the increase in Food Division revenue.
    Gross profit margin increased to 41.3% (2017: 38.8%). This is primarily due to having more
    corporate stores in the Food Division which trade at higher margins than the group average. The
    Luxury Goods Division margin percentage declined by 1% point in its attempt to sustain revenue.

 3. Both divisions contributed to the 24% or R120 million increase in operating costs. This increase
    is made up as follows:

       - R5.2 million in the Luxury Goods Division which equates to a 2.8% increase. This includes
         a R2.7 million impairment of goodwill on stores acquired from franchisees. The decline in
         revenue saw costs as a percentage of its revenue increasing to 34.4% (2017: 30.1%).
      -  R100 million in the Food Division, R63 million of which relates to the division owning more
         corporate stores than the prior year and R40 million relates to goodwill and intangible
         impairments in the current year (see note 22). Excluding additional stores, and the
         impairment costs the Food Division costs were less than the prior year.
      -  R14.6 million in corporate services costs approximately half of which relates to capital
         raising and restructure costs and the remaining relates to costs associated with the
         resignation of the CEO in February 2018 such as IFRS 2 charges and restraint payments.

4. The Group reported an EBITDA loss of R186.6 million for 2018 (2017: R74.7 million loss). The
   table below reflects the segmental performance.

                                                                          28 February     28 February
                                                                                 2018            2017
       EBITDA                                           % change                R’000           R’000
       Food                                                 -51%            (177,123)       (117,670)
       Jewellery                                            -62%               23,074          60,917
       Corporate Services                                   -82%             (32,581)        (17,903)
       Group EBITDA                                        -150%            (186,630)        (74,656)

5. The increase of R5.6 million in depreciation and amortisation is due to the increased number of
   corporate-owned stores in the Food Division compared to the prior year. This amount is expected
   to grow in future as the Food Division adds to its corporate store base.

6. Investment revenue comprises of interest charged to franchisees on conversion loans and interest
   received on positive cash balances. Although notional this is a cash inflow.

7. The increase in finance costs is due to a combination of:
       - the group paying a higher interest rate than it previously did on its debt facilities as a result
         of the Group‘s net leverage ratio for the year ended 28 February 2017 exceeding three; and
       - interest on an additional facility of R48 million that was provided during the year to open
         new corporate Domino’s and Starbucks outlets.

8. The Group’s core effective tax rate for the current year is less than 28% due to once–off intangible
   impairments as described below, as well as continuing non-deductible expenses such as
   intangible amortisation and IFRS 2 share-based payment expenses. Additionally, the Group
   decided not to pass the deferred tax asset relating to certain of the losses incurred in the Food
   Division for 2018. This taxation asset amounts to R38 million and if passed would improve the
   loss after tax for 2018. As such, the deferred tax asset has not been increased by R38 million.

9. This relates to a shareholding by the Luxury Goods Division of 58% in a company that owns three
   NWJ stores.

10. The change in property, plant and equipment over the prior year relates to the acquisition and
    construction of corporate stores predominantly in the Food Division but this has been offset by
    the disposal during 2018 of the property in Midrand which houses the dough manufacturing and
    food distribution businesses of the Food Division, for R28 million.

11. The decrease in intangible assets mainly relates to [1] the intangible impairments per note 22 and
    [2] the reclassification of certain intangibles to property, plant and equipment and to goodwill when
    stores are acquired from franchisees.

12. The decrease in goodwill from the prior year is attributable to a combination of the acquisition of
    stores from franchisees per note 25 as well as goodwill impairments per note 22.

13. This amount represents the value of ovens and other pizza equipment being leased to franchisees
    that have converted their stores to Domino’s. This amount reduces as franchisees pay as well as
    when stores are acquired from franchisees.

14. Other financial assets consist of:
       - Loans made to marketing funds of brands within the group, including pre-funding the
         Domino’s marketing fund through a loan to launch the brand in South Africa.
       - Conversion loans provided to Scooters and St Elmo’s franchisees for the conversion of
         their stores to Domino’s.
       - Extended payment terms given to franchisees of the group.
       - Funded sale of the food manufacturing assets of the Cullinan facility. These assets were
         sold to the founding management of this facility as part of a strategic realignment of the
         Food Division.

15. The deferred tax asset arose due to the tax losses reported by the Food Division attributable to
    “start-up” losses from the launching of the Starbucks and Domino’s brands in South Africa. These
    losses are expected to be recovered in the foreseeable future as the Starbucks and Domino’s
    businesses mature out of their start-up stage. The recoverability of this asset is assessed annually
    at year end. As noted above the deferred tax asset has not been increased by R38 million.

16. The change in inventories is due to a R34.5 million decrease in the Luxury Goods Division
    inventory as a result of [1] an improvement in stockholding and also as a result of lower revenue
    over the prior year, and [2] R7.6 million increase in inventory of the Food Division as a result of
    more corporate-owned stores. Consequent to this, and the effective management of trade
    receivables and payables, R53 million cash was generated from working capital in the current
    year. (2017: investment in working capital of R42 million).

17. Cash and cash equivalents reflect an increase over the prior year because of the cash capital
    raised during the current year.

18. The increase in stated capital from 2017 is consequent to the following share issues during the
    year:
       - Claw back offer of 80 000 012 shares were issued at R1.50 on 19 June 2017.
       - 707 666 ordinary shares were issued on 20 June 2017 at 43 cents per share to the Taste
         Holdings Share Trust in anticipation of share options being exercised in terms of the Taste
         Holdings Share Option Scheme.
       - Rights issue of 442 222 223 shares at R0.90 on 29 January 2018.

19. During the year, Taste announced its intention to restructure its Food Division and Luxury Goods
    Division with a view to possibly separating them in the future. Part of this intended restructure saw
    the Group initiate a sale process for the Luxury Goods Division the proceeds of which would see
    the Group settle its long-term debt and utilise surplus cash resources to fund the Domino’s Pizza
    and Starbucks business. Having initiated the sale process earlier in 2017, deteriorating macro-
    economic conditions meant that the timing of the disposal was not ideal and the Group therefore
    stopped the sale process. With a focus on reducing its debt, the Company embarked on raising
    R398 million by way of a fully committed rights offer at 90 cents per share on 29 January 2018.
    The proceeds of the rights offer were used to settle, inter alia, the long-term debt with the balance
    of the proceeds to be used to fund the continued roll out of Domino’s Pizza and Starbucks stores.

20. Net tangible asset value per share is calculated by excluding goodwill, intangible assets and the
    deferred taxation liability relating to intangible assets, from net asset value.
21. Included in cash utilised from operating activities is an amount of R52 million of working capital
    that was generated by the Group. (2017: R42 million investment in working capital).
22. The following impairments were made during the year:
       - R4.9 million relating to goodwill of corporate stores in the Food and Luxury Goods Divisions.
       - R21 million relating to goodwill of the Fish and Chips Co. Same-store sales in this brand
         were flat for the year (2017: 5.8%) and store numbers have declined over the last few years.
         There were 128 Fish and Chip Co. stores at year end.
       - R15.7 million of intangibles relating to Zebro’s Chicken. (R7.7 million of goodwill and R8
         million intangible relating to the Zebro’s trademark). The brand continues to close non-
         performing and non-conforming outlets, and reported same-store sales decline of 18%
         (2017: -14%). The Board has decided to dispose of the franchise portion of the Zebro's
         chicken business. In light of this, the Food Division has entered into an agreement to
         dispose of this business effective 1 June 2018 and thus the impairment.
       - R0.4 million relating to the Domino’s franchise conversion contribution intangible.

23. The change in the weighted average number of shares in issue is as a result of the share issues
    during the year as per note 18.

24. Prior period restatement
    At the time of determining the fair values of assets and liabilities acquired in the acquisition of
    Arthur Kaplan in November 2014, an error was made in the determination of the fair value of
    inventory. The retail value of inventory acquired was inadvertently substituted for the fair value of
    inventory in the wholesale market. Inventory was thus overstated by R18.5 million and accordingly
    goodwill was understated by a like amount. To correct this error, goodwill was increased and
    inventory was decreased by R18.5 million in order to reflect the correct value of these items on
    the statement of financial position. This restatement affects the statement of financial position only
    and has had no effect on previously published earnings.
    In the prior year the diluted loss per share and diluted headline loss per share were calculated
    using a diluted weighted average number of shares where the calculation should’ve been limited
    to the undiluted weighted average number of shares, as Taste is in a loss position. As a result the
    2017 diluted loss per share has been restated to 26.8 cents per share from 26.2 cents per share,
    and the diluted headline loss per share has been restated to 25.0 cents per share from 24.4 cents
    per share.

25. During the year the group concluded the following acquisitions. Goodwill arose on each
    acquisition as a result of the excess of the cost of the acquisition over the group’s interest in the
    net fair value of the identifiable assets of each business to be acquired at date of acquisition. None
    of the goodwill recognised in these acquisitions is expected to be deductible for income tax
    purposes.
    Acquisition of NWJ stores
    Goodwill arose on the acquisition of the business of one NWJ store in March 2017. The rationale
    for this acquisition is consistent with the brands strategy of:
            - expanding its corporate-store ownership; and
            - retaining key strategic sites.

    The fair value of assets and liabilities acquired is set out below:

                                                                                                   R'000
    Property, plant and equipment                                                                     75
    Trade and other receivables                                                                        3
    Inventory                                                                                        609
    Fair value of assets acquired                                                                    687
    Consideration paid                                                                             (881)
    In cash                                                                                        (881)


    Goodwill acquired                                                                              (194)

    During the year that this store was owned, it contributed R2.6 million to revenue and R0.62 million
    to operating profit.

    Acquisition of Domino’s Pizza stores
    During the year the Food Division acquired the business of 11 Domino’s Pizza outlets in order to
    expand its corporate store footprint.

    The fair value of assets and liabilities acquired is set out below:

                                                                                                   R'000
   Property, plant and equipment                                                                   8,485
   Fair value of assets acquired                                                                   8,485
   Consideration paid                                                                           (23,291)
   Balance owed by vendors                                                                      (23,291)


   Goodwill acquired                                                                            (14,806)

    During the period that these stores were owned they contributed R29.5 million to revenue and an
    EBITDA of R0.3 million. The revenue and EBITDA as if these stores were owned for a full year
    cannot be disclosed, as complete and compliant financial records of these stores prior to the date
    that they were acquired could not be obtained.

BASIS OF PREPARATION OF THE SUMMARISED AUDITED RESULTS

Statement of compliance
The summarised audited consolidated financial results are prepared in accordance with the Listings
Requirements of the JSE Limited (“the JSE Listings Requirements”) for abridged reports, and the
requirements of the Companies Act, 2008 (Act 71 of 2008), as amended (“the Companies Act”)
applicable to summarised financial statements. The JSE Listings Requirements require summary
reports to be prepared in accordance with the framework concepts and the measurement and
recognition requirements of International Financial Reporting Standards (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 to also, as a minimum,
contain the information required by IAS 34 Interim Financial Reporting. This announcement does not
include the information required pursuant to paragraph 16A(j) of IAS 34. The full announcement which
does include this disclosure is available for inspection at the company’s registered office. The
accounting policies applied in the preparation of the consolidated financial statements from which the
summarised audited financial statements were derived are in terms of IFRS and are consistent with
those accounting policies applied in the preparation of the previous consolidated annual financial
statements, except for the adoption of new, improved and revised standards and interpretations, which
had no material effect on the financial results. This report was compiled under the supervision of Mr. E
Tsatsarolakis, Chief Financial Officer.

This abridged report is extracted from audited information but is itself not audited. The annual
consolidated financial statements were audited by Grant Thornton, who expressed an unmodified
opinion thereon. The audited annual consolidated financial statements and the auditor’s report thereon
are available for inspection on the company’s website or at the company’s registered office. The Board
takes full responsibility for the preparation of this abridged report and that the financial information has
been correctly extracted from the underlying audited consolidated financial statements.

EVENTS SUBSEQUENT TO YEAR END
In line with the continued deliberations over the entire portfolio of brands, in understanding how best to
enhance value to the Group whilst ensuring sustainability of the brands, the Board has decided to
dispose of the franchise portion of the Zebro's chicken business. This is in the best interest of all parties
including our Group and the brand/franchisees. In light of this, the Food Division has entered into an
agreement to dispose of this business effective 1 June 2018. The disposal of Zebro’s is not a
categorised transaction as it falls below the transaction threshold as set out in the JSE Listings
Requirements. However, the Board would like to advise shareholders of this strategic decision.

DIRECTORATE
As at 29 January 2018, the following changes were made to the Board:
Resignations:
Mr. Kevin Utian resigned as independent non-executive director.
Mr. Wessel van der Merwe resigned as independent non-executive director.
Mr. Antony Berman resigned as independent non-executive director.
Mr. Hylton Roy Rabinowitz resigned as non-executive director.

Appointments:
Mr. Neil Brimacombe appointed as independent non-executive director.
Ms. Nonzukiso (Zukie) Siyotula appointed as independent non-executive director.
Mr. Adrian Maizey appointed as non-executive director.
Mr. Leo Chou appointed as independent non-executive director.

On 12 February 2018, Mr. Carlo Gonzaga resigned from the Board and from his position as the Group’s
Chief Executive Officer (“CEO”). On that day Mr. Tyrone Moodley’s role was changed from a non-
executive director, and he was appointed as the Group’s interim CEO.
Mr. Evan Tsatsarolakis has resigned from the Board and from his position as Chief Financial Officer
with effect from 31 May 2018. Mr. Dylan Pienaar has been appointed as acting Chief Financial Officer
with effect from 31 May 2018, until such time as a suitable candidate is appointed to fill the role.
Shareholders will be advised of further developments in due course.

DIVIDEND TO SHAREHOLDERS
No dividend has been declared for the year ended 28 February 2018.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of Taste will be held at 10:00
on Tuesday 31 July 2018 at 12 Gemini Street Linbro Business Park, Frankenwald, Sandton, to conduct
the business stated in the notice of annual general meeting, which is contained in the annual report.

The Board has determined that, in terms of section 62(3)(a), as read with section 59 of the Companies
Act, 2008 (Act 71 of 2008), as amended, 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, 20 July 2018. Accordingly, the last day to trade Taste shares in order to be recorded in the
Register to be entitled to vote will be Tuesday, 17 July 2018.


On behalf of the Board


TC Moodley                                                              E Tsatsarolakis
Chief Executive Officer                                                 Chief Financial Officer
31 May 2018


CORPORATE INFORMATION
Non-executive directors: GM Pattison* (Chairperson), L Chou*, NG Brimacombe*, N Siyotula*, AJ
Maizey
*Independent
Executive directors: TC Moodley (CEO), DJ Crosson, E Tsatsarolakis (CFO)
Registration number: 2000/002239/06
Registered address: 12 Gemini Street, Linbro Business Park, Sandton 2065
Postal address: PO Box 1125, Ferndale, Randburg, 2160
Company secretary: iThemba Corporate Governance and Statutory Solutions Proprietary Limited
Telephone: (011) 608 1999
Facsimile: 086 696 1270
Transfer secretaries: Computershare Investor Services Proprietary Limited
Sponsor: Merchantec Capital

These results and an overview of Taste are available at www.tasteholdings.co.za

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