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

Release Date: 30/07/2018 17:30
Code(s): PBG
 
Wrap Text
Abridged Audited Consolidated Annual Financial Statements and Notice of Annual General Meeting

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

ABRIDGED AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 MARCH 2018 AND NOTICE OF ANNUAL GENERAL MEETING

Shareholders are advised that the Integrated Annual Report for the year ended 31 March 2018, and the
notice of annual general meeting will be dispatched to shareholders today, 30 July 2018.

In addition, the Integrated Annual Report, which includes the notice of annual general meeting, together
with the consolidated annual financial statements is also available on the company's website -
www.pbtgroup.co.za. Furthermore, copies of the integrated annual report and the abridged audited
consolidated annual financial statements are available at the company's registered office or on request
from the company secretary.

Since the publication of the Condensed Consolidated Provisional Financial Statements for the year
ended 31 March 2018, the following changes have been made to the audited financial statements,
all the changes related to the 31 March 2017 comparative figures and the 31 March 2018 figures remained 
unchanged (all numbers are expressed in thousands):

    -   On the Statement of Financial Position as at 31 March 2018, a reclassification was made on
        Other financial liabilities between non-current liabilities and current liabilities for the 2017 figure.
        Previously the Other financial liabilities of R35 000 was disclosed under non-current liabilities and is now
        disclosed under current liabilities to agree to the 2017 signed annual financial statements. The total
        liabilities are unchanged at R104 762.
    -   The headline earnings per share ("HEPS") for 2017 have changed from 4.62 cents per share to
        4.78 cents per share. This is due to an impairment loss of R2 429 on intangible assets in the
        prior year that was not added back as an adjustment to earnings per share ("EPS").
    -   In the Statement of Changes of Equity, the total equity for the prior year, being 31 March 2017, 
        was adjusted by R1,246.
    -   In the Statement of Cash Flows purchase and sale of equipment change from (R7 308) and R4 538
        respectively to (R2 698) and R60.
    -   In the Statement of Cash Flows the Loans advance to group companies changed from (R5 704)
        to zero.

AUDIT OPINION

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

The company auditors, BDO Cape Inc., have audited the consolidated annual financial statements and
their unqualified report is available for inspection at the company's registered office.

NOTICE OF ANNUAL GENERAL MEETING

The annual general meeting of the PBT Group's shareholders will be held at PBT House, 2 Mews Close,
Waterford Mews, Century City, 7441, on Friday, 21 September 2018 at 12:00 to consider and, if deemed
fit, to pass with or without modification all of the ordinary and special resolutions set out in the notice of
annual general meeting attached to the abridged audited consolidated annual financial statements.

The record date for shareholders to be recorded as such in the securities' register of the PBT Group in
order to be able to attend, participate and vote at the annual general meeting is Friday, 14 September
2018. Accordingly, the last date to trade to be eligible to attend, participate and vote at the annual
general meeting is Tuesday, 11 September 2018.

Review of operations
During the period under review, PBT Group Limited entered into an agreement with a consortium
to dispose of Prescient Capital, which does not form part of the Group's core operations. A
circular was released on 23 March 2018 containing the details of the proposed disposal. The date
of posting the supplementary circular, as announced via SENS on 5 April 2018, will be announced
in due course.

The income and expenses associated with Prescient Capital is disclosed as a loss from discontinued
operations in the abridged audited consolidated financial statement of profit or loss and other
comprehensive income. The comparative profit from Prescient Capital for the prior year has been
restated to reflect as profits from discontinued operations in the comparative period. The
corresponding earnings per share and headline earnings per share have also been reflected as a
split between continuing and discontinued operations.

 -  Total loss after tax from continuing operations for the period was R139.4 million 
    (March 2017: R33.1 million) with loss before tax for continuing operations being R117.4 million
    (March 2017: R7.8 million).
 -  Headline loss per share was 1.55 cents per share (March 2017: earnings 4.78 cents per
    share).
 -  Headline loss per share for continuing operations was 1.35 cents per share (March 2017:
    0.64 cents per share).
    Headline loss per share for discontinued operations was 0.2 cents per share (March 2017:
    earnings 5.42 cents per share).

The weighted average number of shares in issue for the 12 months ended 31 March 2018 was 
1 499 205 494 (March 2017: 1 619 927 367).

In terms of International Financial Reporting Standards, the Group performed an impairment test
on Goodwill based on value-in-use and an impairment charge of R118.3m was recognised. Refer to note 4 
for further details.

South Africa and Australia
The South African operations continued to produce satisfactory growth in revenue and profit and
we are pleased to report growing demand for our services.

In Australia we experienced a subdued year. In order to grow the business beyond the two major
clients, we accepted lower margin contracts. However, this will provide us with the opportunity
to expand into normal margin business in these clients. A significant amount of time and cost was
spent on proposals and pre-sales initiatives and we hope to profit from these efforts in future.

Middle-East/Africa
The headwinds experienced in the Middle-East/Africa ("MEA") segment of our business resulted in
a loss after tax of R46.4 million for the region. The negative payment culture resulted in very
high interest charges.

An implemented change in the tax law resulted in withholding tax ("WHT") of R15.7 million being
expensed as additional tax paid in the period under review, causing an exceptionally high tax
charge in the financial statements.

The negative trading environment in this segment of our business, necessitated complete
reduction of exposure to this region. Accordingly, we are pleased to report that we have reduced
this exposure by 80% and will no longer be regarded as a separate segment of our business for
future financial periods. This vast effort resulted in very positive cashflow as we succeeded in
collecting the bulk of outstanding debtors in this region.

Dividend
In accordance with the SENS announcement released on 26 May 2017, an excess payout was made
to PBT Group by Prescient Holdings. The cash portion of this excess payout amounted to 
R26.2 million, which was paid out to shareholders as a capital reduction on 28 August 2017. No dividend
from normal commercial operations has been declared for the year ended 31 March 2018.

Biannually, the directors consider the payment of a dividend, taking into account prevailing
circumstances and future cash and capital requirements of the Group in order to determine the
appropriate dividend in respect of a particular financial reporting period.

Prospects
South Africa
The explosion in the volume of data created in organisations on a daily basis necessitates the
extraction of information to remain competitive. We have been experiencing sustained and
growing demand for our services in this field over a 19-year period and all indications are that this
trend will continue. Our application development services are also in high demand and are
growing at a sustainable pace. The worldwide shortage of skills creates opportunities, but is also a
constraint as access to these skills is limited. Our client base is of very high quality and is still
expanding in a controlled manner.

Australia
We have spent extensively in man hours and other costs on proposals and pre-sales initiatives in
order to accelerate growth in this region. Our margins are also under pressure because of our long
involvement at a core client. Expansion beyond this key client should restore margins and reduce
client concentration risk.

United Kingdom and Europe
We have identified this region for expansion of our revenue base and have been actively exploring
opportunities. This drive is costly, but we are very confident that this region will contribute
significantly to the bottom line in future. Good relationships have been formed through our
partner network and a small office infrastructure established in Utrecht, Netherlands.

Changes to Management and the Board of Directors
AL Winkler was appointed as independent non-executive director effective 17 May 2017. AM Louw
resigned as Chairman of the board, but continues in his role as Financial Director and AJ Taylor
was appointed as the Chairman of the board on 25 August 2017.

Forward-looking statements
This announcement contains certain forward-looking statements with respect to the financial
condition and results of the operations of PBT Group Limited that, by their nature, involve risk
and uncertainty because they relate to events and depend on circumstances that may or may not
occur in the future. These may relate to future prospects, opportunities and strategies. If one or
more of these risks materialise, or should underlying assumptions prove incorrect, actual results
may differ from those anticipated. By consequence, none of the forward-looking statements have
been reviewed or reported on by the Group's auditor.

Abridged Audited Consolidated Financial Statements for the year ended 31 March 2018 

Abridged Audited Consolidated Statement of Financial Position as at 31 March 2018

Figures in Rand thousand                                                                                        Notes        2018         2017
                                                                                                                                      Restated
Assets                                     
Non-Current Assets                                     
Property, plant and equipment                                                                                               6 031        7 792
Goodwill                                                                                                            4     135 666      253 927
Intangible assets                                                                                                   5         675        9 567
Other financial assets                                                                                              8      25 786       34 330
Deferred tax                                                                                                                2 139        7 352
                                                                                                                          170 297      312 968
                                     
Current Assets                                     
Inventories                                                                                                                     -       19 787
Trade and other receivables                                                                                         6      91 269      224 214
Other financial assets                                                                                                      3 206            -
Current tax receivable                                                                                                      1 817            -
Cash and cash equivalents                                                                                                  34 202       38 172
                                                                                                                          130 494      282 173
Non-current assets held for sale and assets of disposal groups                                                      3      57 121       82 234
Total Assets                                                                                                              357 912      677 375
                                     
Equity and Liabilities                                     
                                     
Equity                                     
                                     
Equity Attributable to Equity Holders of Parent                                     
Stated capital                                                                                                            117 805      144 015
Reserves                                                                                                                 (39 537)        5 400
Retained earnings                                                                                                         221 402      410 765
                                                                                                                          299 670      560 180
Non-controlling interest                                                                                                    6 916       12 434
                                                                                                                          306 586      572 614
                                     
Liabilities                                     
Non-Current Liabilities                                     
Deferred tax                                                                                                                  184        5 920
                                                                                                                              184        5 920
                                     
Current Liabilities                                     
Trade and other payables                                                                                                   35 853       29 369
Other financial liabilities                                                                                                     -       35 000
Current tax payable                                                                                                         1 774        7 669
Provisions                                                                                                                  6 791        9 421   
Bank overdraft                                                                                                                152        8 081
                                                                                                                           44 570       89 540
Liabilities of disposal groups                                                                                       3      6 572        9 301
Total Liabilities                                                                                                          51 326      104 761
Total Equity and Liabilities                                                                                              357 912      677 375
                                     
Abridged Audited Consolidated Financial Statement of Profit or Loss and Other Comprehensive Income for the year ended 31 March 2018                                    
                                      
Figures in Rand thousand                                                                                        Notes        2018         2017   

Continuing operations                                                                                                                            
Revenue                                                                                                                   556 094      563 766   
Cost of sales                                                                                                           (457 972)    (447 985)   
Gross profit                                                                                                               98 122      115 781   
Other income                                                                                                                2 756        1 311   
Other operating income                                                                                                        111       18 872   
Loss on exchange differences                                                                                              (4 409)        (294)   
Impairment loss                                                                                                         (127 041)     (34 074) 
Operating expenses                                                                                                       (87 682)    (116 744)  
Operating (loss) profit                                                                                                 (118 143)     (15 148)   
Investment income                                                                                                           6 035       13 239
Finance costs                                                                                                             (5 191)      (5 869)   
Other non-operating gains (losses)                                                                                           (53)            -        
(Loss) profit before taxation                                                                                           (117 352)      (7 778)   
Taxation                                                                                                                 (22 018)     (25 318)   
(Loss) profit from continuing operations                                                                                (139 370)     (33 096)   
Discontinued operations                                                                                                                          
(Loss) profit from discontinued operations                                                                               (42 281)    1 252 626   
(Loss) profit for the year                                                                                              (181 651)    1 219 530   

Other comprehensive income:                                                                                                                      

Items that will not be reclassified to profit or loss:                                                                                                

Items that may be reclassified to profit or loss:                                                                                                
Exchange differences on translating foreign operations                                                                        193      (8 183)   
Other comprehensive income for the year net of taxation                                                                       193      (8 183)   
Total comprehensive (loss) income for the year                                                                          (181 458)    1 211 347   

(Loss) profit attributable to:                                                                                                                   

Owners of the parent:                                                                                                                            
From continuing operations                                                                                              (145 836)     (39 351)   
From discontinued operations                                                                                             (42 281)    1 256 521   
                                                                                                                        (188 117)    1 217 170   
Non-controlling interest:                                                                                                                        
From continuing operations                                                                                                  6 466        6 255   
From discontinued operations                                                                                                    -      (3 895)   
                                                                                                                            6 466        2 360   
Total comprehensive (loss) income attributable to:                                                                                               
Owners of the parent                                                                                                    (187 924)    1 208 987   
Non-controlling interest                                                                                                    6 466        2 360   
                                                                                                                        (181 458)    1 211 347 
                                                                                                                        
Earnings per share
Continued operations                                                                                                       (9.73)       (2.75)
Discontinued operations                                                                                                    (2.82)        76.71   
Diluted earnings per share
Continued                                                                                                                  (9.73)       (2.75) 
Discontinued                                                                                                               (2.82)        76.71                                              

Abridged Audited Consolidated Statement of Changes in Equity for the year ended 31 March 2018

                                                                                                               Total         Non-        Total   
                                                                                                        attributable  controlling       equity      
                                                                                                           to equity     interest                   
                                                                                                          holders of 
Figures in Rand thousand                                                                                   the group 

Balance at 01 April 2016                                                                                     836 437       24 064      860 501   

Profit for the year                                                                                        1 217 170        2 360    1 219 530   
Other comprehensive income                                                                                   (8 183)            -      (8 183)   
Total comprehensive income                                                                                 1 208 987        2 360    1 211 347   
for the year                                                                                                                                        

Treasury shares sold                                                                                          11 166            -       11 166   
Equity-settled share based                                                                                     1 680            -        1 680   
payments                                                                                                                                            
Capital distribution                                                                                     (1 381 820)            -  (1 381 820)   
Adjustment to reflect the PBT                                                                               (53 792)            -     (53 792)   
Group Limited share capital after                                                                                                                   
the disposal of Prescient                                                                                                                           
Holdings Proprietary Limited                                                                                                                        
Termination of foefeitable share                                                                             (1 281)            -      (1 281)   
plan                                                                                                                                                
Dividends                                                                                                   (73 832)      (3 304)     (77 136)   
Acquisitions of non-controlling                                                                               12 635     (12 470)          165   
interests                                                                                                                                           
Disposal of subsidiary                                                                                             -        1 784        1 784   

Total contributions by and                                                                               (1 485 244)     (13 990)  (1 499 234)   
distributions to owners of                                                                                                                          
group recognised directly in                                                                                                                        
equity                                                                                                                                              


Abridged Audited Consolidated Statement of Changes in Equity for the year ended 31 March 2018

                                                                                                                Total         Non-       Total   
                                                                                                         attributable  controlling      equity      
                                                                                                            to equity     interest                  
                                                                                                           holders of 
Figures in Rand thousand                                                                                    the group     
                                 
Balance at 01 April 2017                                                                                      558 934       12 434     571 368   

Loss for the year                                                                                           (188 117)        6 466   (181 651)   
Other comprehensive income                                                                                        193            -         193   

Total comprehensive Loss for                                                                                (187 924)        6 466   (181 458)   
the year                                                                                                                                            

Capital distribution                                                                                         (26 210)            -    (26 210)   
Purchase of own treasury share                                                                               (45 130)            -    (45 130) 
Loss of control                                                                                                     -      (2 913)     (2 913)   
Dividends                                                                                                           -      (9 065)     (9 065)             

Change in ownership
-control not loss                                                                                                   -           (6)        (6)
Total contributions by and                                                                                               
distributions to owners of                                                                                                                          
group recognised directly in                                                                                 (71 340)      (11 984)   (83 324)      
equity                                                                                                                                              

Balance at 31 March 2018                                                                                      299 670        6 916     306 586   


Abridged Audited Consolidated Statement of Cash Flows for the year ended 31 March 2018

Figures in Rand thousand                                                                                         Notes       2018          2017   

Cash flows from operating activities                                                                                                              

Cash generated from operations                                                                                            100 371       208 986   
Interest income                                                                                                             4 167         5 155   
Dividend income                                                                                                             1 868         8 084   
Finance costs                                                                                                             (5 191)       (5 869)   
Tax paid                                                                                                                 (30 059)      (19 904)   
Dividends paid                                                                                                                  -      (69 275)   
Net cash from operating activities                                                                                         71 156       127 177  

Cash flows from investing activities                                                                                                              

Purchase of property , plant and equipment                                                                                (2 017)       (2 698)   
Sale of property, plant and equipment                                                                                         340           60   
Purchase of other intangible assets                                                                                  4      (273)       (1 244)     
Purchase of financial assets                                                                                              (1 941)      (53 104)   
Sale of financial assets                                                                                                    5 970             - 
Sale of other asset                                                                                                             -       429 186   
Proceeds on disposal of discountinued operations                                                                                -     1 317 935   
Net cash from investing activities                                                                                          2 079     1 690 135   

Cash flows from financing activities                                                                                                              

Reduction of share capital or buy back of shares                                                                         (26 210)     (534 809)   
Repayment of other financial liabilities                                                                                 (35 000)             -   
Movement in loans to directors, managers and employees                                                                          -        53 830   
Proceeds from loans/borrowings                                                                                                  -        32 899     
Capital distribution                                                                                                            -   (1 427 822)   
Acquisition of shares                                                                                                     (8 053)         (145)       
Net cash from financing activities                                                                                       (69 263)   (1 876 047)    

Total cash movement for the year                                                                                            3 972      (58 735)   
Cash at the beginning of the year                                                                                          30 091        88 826   
Effect of exchange rate movement on cash balances                                                                            (13)             -    

Total cash at end of the year                                                                                              34 050        30 091   


1. Basis of preparation and accounting policies

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

These abridged audited consolidated financial statements were prepared under the supervision of the Financial 
Director, AM Louw. The Board of Directors approved these financial statements on 30 July 2018.

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

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

Related party transactions
PBT Group Limited and its subsidiaries ("the Group" or "the Company"), in the ordinary course of
business, entered into various intercompany transactions with related parties. The Company has
related party relationships with subsidiaries and with its key management personnel. There were
no significant changes to these relationships.

Subsequent events
There were no material events subsequent to the reporting date except for the Circular released
for the disposal of Prescient Capital Pty Ltd and its subsidiaries ('Prescient Capital'). Please refer
to note 3 and below for the details of the transaction.

2. Earnings per share

BASIC EARNINGS PER SHARE

The calculation of basic earnings per share at 31 March 2018 was based on the loss attributable to ordinary shareholders of R188.1m 
(2017: profit R1 198,2m) and a weighted average of ordinary shares outstanding of 1 499 205 494 (2017: 1 619 927 367), calculated as follows:

                                                                             31 March 2018                            31 March 2017               
Profit attributable to ordinary shareholders                                                     Total   Continuing    Discontinued       Total   
                                                                Continuing    Discontinued               operations       operation               
R'000                                                            operation       operation                Restated*       Restated*               
Profit/(loss) for the year, attributable to owners of the                                                                                         
Company                                                          (145 836)        (42 281)   (188 117)     (39 351)       1 256 521   1 217 170   
Earnings attributable to FSP Shareholders                                -               -           -      (5 129)        (13 835)    (18 964)   
Profit/(loss) attributable to ordinary shareholders              (145 836)        (42 281)   (188 117)     (44 480)       1 242 686   1 198 206   


Weighted average number of ordinary shares                                                                         Note        2018        2017   
In thousands of shares                                                                                                                            
Ordinary shares at 1 April                                                                                                1 669 251   1 669 251   
Effect of treasury shares held                                                                                            (170 045)    (23 022)   
Effect of FSP shares                                                                                                              -    (26 302)   
Weighted average number of ordinary shares at 31 March                                                                    1 499 206   1 619 927   


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

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

R'000                                                                                                                                                 
                                                                                                          Earnings          Earnings               
                                                                                                   attributable to   attributable to               
                                                      Profit before              Non-controlling               FSP          ordinary   Cents per   
2018                                                            tax        Tax         interests      shareholders      shareholders       share   
Continuing operations                                                                                                                              
Per the statement of comprehensive income                 (117 352)   (22 018)           (6 466)                 -         (145 836)      (9.73)   
Adjustments                                                                                                                                        
                                                            125 600          -                 -                 -           125 600        8.38   
Continuing operations headline earnings                       8 248   (22 018)           (6 466)                 -          (20 236)      (1.35)   
Discontinued operation                                                                                                                             
Per the statement of comprehensive income                  (42 118)      (163)                 -                 -          (42 281)      (2.82)   
Adjustments                                                                                                                                        
Restatement to fair value of discontinue operation           16 371          -                 -                 -            16 371        1.09   
Impairment loss on goodwill and investment                   26 477          -                 -                 -            26 477        1.77   
Change in fair value of investment property                 (3 545)          -                 -                 -           (3 545)      (0.24)   
Discontinued operations headline loss                       (2 815)      (163)                 -                 -           (2 978)      (0.20)   

Total                                                                                                                                              
Per the statement of comprehensive income                 (159 470)   (22 181)           (6 466)                 -         (188 117)     (12.55)   
Total Group headline earnings                                5 434    (22 181)           (6 466)                 -          (23 214)      (1.55)   


R'000                                                                                                                                          
                                                                                                       Earnings          Earnings               
                                                                                                   attributable to   attributable to               
                                                                                 Non-controlling               FSP          ordinary   Cents per   
2017                                              Profit before tax        Tax         interests      shareholders      shareholders       share   
Continuing operations                                                                                                                              
Per the statement of comprehensive income                   (7 778)   (25 318)           (6 255)           (5 129)          (44 480)      (2.75)   
Adjustments                                                                                                                        -           -   
Impairment loss on goodwill                                  34 074          -                 -                 -            34 074        2.10   
Change in fair value of investment property                       -          -                 -                 -                 -           -   
Continuing operations headline earnings                      26 296   (25 318)           (6 255)           (5 129)          (10 406)      (0.64)   

Discontinued operation                                                                                                                             
Per the statement of comprehensive income                 1 282 868   (30 242)             3 895          (13 835)         1 242 686       76.71   
Adjustments                                                                                                                                        
Gain on sale of discontinued operations*                (1 150 696)          -                 -                 -       (1 150 696)     (71.03)   
Change in fair value of investment property                 (4 179)          -                 -                 -           (4 179)      (0.26)   
Discontinued operations headline gain                       127 993   (30 242)             3 895          (13 835)            87 811        5.42   

Total                                                                                                                                              
Per the statement of comprehensive income                 1 275 090   (55 560)           (2 360)          (18 964)         1 198 206       73.97   
Total Group headline earnings                               154 289   (55 560)           (2 360)          (18 964)            77 405        4.78   
   
*Including foreign exchange recycled from foreign currency translation reserve.

Dividends per share                                                                                                             2018        2017   
                                                                                                                               Cents       Cents   
Interim - declared (2017: 13 December 2016)                                                                                        -        2.25   
Prescient Distribution - declared (2017: 28 October 2016)                                                                          -       85.54   
Capital distribution (2017: Rnil)                                                                                               1.57           -   

3. Discontinued Operations

The Company has entered into a memorandum of agreement ("the MoA") with an acquiring consortium
("AQC"), in relation to the disposal by the PBT Group of Prescient Capital Proprietary Limited and its subsidiaries 
("Prescient Capital"), where the AQC will purchase Prescient Capital from the PBT Group by offering the PBT Group shares owned by the AQC
to the PBT Group. In addition, the AQC will purchase the Prescient Holdings shares owned by the PBT Group from the PBT Group
by offering the PBT Group shares owned by the AQC to the PBT Group.

The settlement of the total purchase price of R65.8m for Prescient Capital and Prescient Holdings will be settled by way of a
deposit of R4.8m and the balance will be accounted for as a share repurchase against equity.

Prescient Capital was established as an investment holding company for the interests of the PBT Group
outside of its traditional service offering. Prescient Capital's assets include properties in Johannesburg and Dublin, as well as a
venture capital investment.

Prescient Capital consists of Prescient Capital Proprietary Limited, Prescient Property Holdings Proprietary Limited, PIB Risk
Services Proprietary Limited and Stadia Capital Proprietary Limited.

After this transaction PBT Group will be a focused IT business as Prescient Capital did not form part of the core business of the PBT
Group.

The effective date of the Proposed Transaction is dependent on the shareholder approval date. A finalisation announcement will be 
released on SENS when the Proposed Transaction becomes unconditional.

Herman Steyn was the Chief Executive Officer of Prescient Limited prior to being re-named to the PBT Group and subsequently
appointed as a Non-Executive Director. He is also a material shareholder who forms part of the AQC. As such, he is considered to
be a related party in terms of the JSE Listings Requirements.

Cheree Dyers is an Independent Non-Executive Director and shareholder of the PBT Group and she forms part of the AQC. As such,
she is considered to be a related party in terms of the JSE Listings Requirements.

The Proposed Transaction is classified as both a specific repurchase and a related party transaction in terms of the JSE Listings
Requirements.

The Take Over Regulation Panel ("the TRP") requested that the PBT Group release a supplementary circular with a separate
independent expert report dealing with the share repurchase portion of the Proposed Transaction. The date of posting of the
supplementary circular will be announced in due course.

Prescient Capital was not previously classified as held-for-sale or as a discontinued operation. The comparative condensed
consolidated provisional statement of profit or loss and other comprehensive income has been restated to show the discontinued
operation separately from continuing operations.

Results of discontinued operations                                                                      2018              2017   
                                                                                                       R'000             R'000   

Revenue                                                                                               11 543           349 208   
Other income                                                                                           2 315            13 907   
Expenses                                                                                            (56 302)         (233 957)   
Results from operating activities                                                                   (42 444)           129 158   
Tax                                                                                                      163          (30 242)   
Results from operating activities, net of tax                                                       (42 281)            98 916   
Gain on sale of discontinued operations*                                                                   -         1 153 710   
Profit for the year                                                                                 (42 281)         1 252 626   
Earnings per share (cents)                                                                            (2.82)             77.33   

*Included in 2017 in the gain on sale of disontinued operations is an amount of R92.4 million relating to the excess pay-out as per the SENS
announcement released on 26 May 2017.

(Loss)/profit from discontinued operations of R42.3million (2017: profit R1.3 billion) was attributable to the owners of the Company. Of the loss from
continuing operations of R139.4 million (2017: loss R33.1 million), a loss of R145.8 million (2017: loss R39.4m) was attributable to the owners of the 
company.

Cash flows from/(used in) discontinued operations                                         
Net cash from operating activities                                                                     24 816            1 552   
Net cash used in investing activities                                                                  30 405            (929)   
Net cash from financing activities                                                                   (54 363)          (8 973)   
Net cash flow for the year                                                                                858          (6 492)   
                             
Effect of disposal on the financial position of the Group                                                                        
                             
Equipment                                                                                                  48              123   
Investment property                                                                                    36 428           49 346   
Goodwill and intangible assets                                                                              -           22 722      
Financial assets at fair value through profit or loss                                                  17 777            4 483   
Investment in associate                                                                                     -              289      
Trade and other receivables                                                                               920            3 149   
Long-term loans receivable                                                                                288              673     
Cash and cash equivalents                                                                               1 532            1 449  
Deferred tax liability                                                                                  (303)             (67)     
Long-term loans payable                                                                               (5 260)          (8 106)   
Trade and other payables                                                                              (1 009)            (962)   
Current tax (payable)/receivable                                                                          128            (166)      
Net assets and liabilities held-for-sale                                                               50 549           72 933  
                              
Consideration received in cash                                                                        (4 789)            4 789  
Cash and cash equivalents                                                                             (1 532)          (1 449)   
Net cash inflow/(outflow)                                                                             (6 321)            3 340  

A deposit of R4.8 million was received from Prescient Capital Proprietary Limited on the 6th October 2017.

4. Goodwill                                                 
                                                                                                                            
Cost                                                                                                                             
Opening balance - 1 April 2016                                                                                         406 762   
Classified as held for sale                                                                                           (22 722)   
Disposal of discontinued operations                                                                                   (98 468)   
Closing balance - 31 March 2017                                                                                        285 572   
Opening balance - 1 April 2017                                                                                         285 572   
Additions                                                                                                                    -   
Disposals                                                                                                                    -   
Closing balance - 31 March 2018                                                                                        285 572   

Accumulated impairment/amortisation                                                                                              
Opening balance - 1 April 2016                                                                                          31 143   
Impairment loss                                                                                                         31 645   
Disposal of discontinued operations                                                                                   (31 143)   
Closing balance - 31 March 2017                                                                                         31 645   
Opening balance - 1 April 2017                                                                                          31 645   
Impairment loss                                                                                                        118 261         
Closing balance - 31 March 2018                                                                                        149 906  

Carrying amounts                                                                                                                 
At March 2017                                                                                                          253 927   
At March 2018                                                                                                          135 666   

The Goodwill on the Statement of Financial Position arose as a result of the reverse acquisision of PBT Group Ltd
by the Prescient Holdings Group of Companies ("Prescient Holdings") effective 1 September 2012. According to
IFRS 3 Business Combinations, PBT Group Ltd was treated as the accounting acquiree and Goodwill on the PBT
Group of Companies arose as a result.

During the 2017 financial year the financial services segment of the business, being Prescient Holdings, delisted
from the group, leaving the PBT Group of Companies and Prescient Capital Group of Companies. The PBT Group
comprise of information management services. The Prescient Capital Group of Companies are in the process of
being disposed of, refer to note 2 for the transaction details.

With the 2012 Goodwill calculation and allocation, the PBT Group of Companies was seen as a separate Cash
Generating Unit ("CGU").

In terms of IFRS, the Group performs an annual impairment test on Goodwill based on CGU's. The recoverable
amount of each CGU to which Goodwill is allocated has been determined based on the value-in-use calculation
which uses cash flow projections on financial forecasts. The discount rate use to calculate the value-in-use 
figure is 19% (2017: 17%) and their terminal growth rate 3% (2017: 6%).

Management based its cash flow projections on historical information and taking into account discontinued operations and the
downsizing of the Middle-East/Africa business. A steady and prudent revenue growth rate was used and was calculated over a
period of 5 years.

The negative trading environment in this segment of our business, necessitated complete reduction of exposure to this region.
Accordingly, we are pleased to report that we have reduced this exposure by 80% and will no longer be regarded as a separate
segment of our business for future financial periods. This vast effort resulted in very positive cashflow as we succeeded in
collecting the bulk of outstanding debtors in this region.

At year end, in terms of IFRS, the PBT Group of Companies is still seen as a separate CGU and an impairment
test was performed. For 2018 financial year the Goodwill figure has been impaired from R253.9m to R135.7m in
accordance with a directors valuation.

5. Intangible assets
                                                                                          
                                                      Internally                      System
                                       Patents and     developed     Computer    development          Other    
                                        trademarks      software     software          costs     intangible        Total
Cost                                                                                       
Opening balance - 1 April 2016               2 024        33 020        2 689          7 367          7 339       52 439
Additions                                        -           485          758              -              -        1 243
Disposal of discontinued operations        (2 024)             -            -        (7 367)              -      (9 391)
Closing balance - 31 March 2017                  -        33 505        3 447              -          7 339       44 291
Opening balance - 1 April 2017                   -        33 505        3 447              -          7 339       44 291
Additions                                        -           273            -              -              -          273
Disposals                                        -             -            -              -              -            -
Closing balance - 31 March 2018                  -        33 778        3 447              -          7 339       44 564

Accumulated impairment/amortisation
Opening balance - 1 April 2016                 904        26 588        2 055            550              -       30 097
Amortisation for the year                        -         3 308          521              -              -        3 829
Impairment loss                                  -         2 252            -              -              -        2 252
Disposal of discontinued operations          (904)             -            -          (550)              -      (1 454)
Closing balance - 31 March 2017                  -        32 148        2 576              -              -       34 724
Opening balance - 1 April 2017                   -        32 148        2 576              -              -       34 724
Amortisation for the year                        -         1 194          665              -              -        1 859
Impairment loss                                  -             -            -              -          7 339        7 339
Other changes, movements                         -          (34)            -              -              -         (34)
Closing balance - 31 March 2018                  -        33 308        3 242              -          7 339       43 888

Carrying amounts
At March 2017                                    -         1 357          870              -          7 339        9 566
At March 2018                                    -           470          205              -              -          675

6. Trade and other receivables

Trade and other receivables include the following:
                                                                                                   2018             2017
                                                            
Trade receivables                                                                                88 709          129 033
Accrued income                                                                                    1 078              656
Deposits                                                                                          1 440            1 408
Prepayments                                                                                          42              720
Dividend receivable                                                                                   -           92 397
                                                         
                                                                                                 91 269          224 214
                                                         
7. Income tax expense                                                   
Tax recognised in profit or loss                                                                   2018             2017   
Current year                                                                                                               
Current year expense                                                                              8 431           15 201   
Adjustment to prior years                                                                       (1 570)             (50)   
Securities transfers tax                                                                             22                -   
Withholding tax - Section 6quat(1C) - prior year                                                  6 826           16 584   
Withholding tax - Section 6quat(1C)                                                               8 832                -   
                                                                                                 22 541           31 735   
Deferred tax expense                                                                                                       
Originating and reversal of temporary differences      
on provision for overtime                                                                            85              240
on provision for leave pay                                                                        (225)               69
on provision for bonuses                                                                          (122)              249
on accrued income                                                                                  (12)             (15)
on income received in advance                                                                       222            (320)
on prepaid expenses                                                                                  12              118
on tax losses not raised                                                                          (483)             (60)
on work in progress                                                                                   -          (4 452)
on straight lining of leases                                                                          -             (37)
on bad debts                                                                                          -          (1 046)
on deferred revenue                                                                                   -          (1 163)
                                                                                                  (523)          (6 417)   
Income tax expense on continuing operations                                                      22 018           25 318   

8. Other financial assets                                                                                        
                                                                                                   2018             2017   
Designated at fair value through profit (loss)                                                                             
Investments                                                                                      23 844           22 787     

Although this investment is classified as an asset held at fair value through profit or
loss, it is recorded at cost.

The investment is a minority interest in a private internet based software company
which is in a growth phase. However, it will require additional cash injections through
future capital raising to be sustainable.

This investment is volatile in nature and as a result has an extremely wide valuation
matrix. The investment has therefore been valued at cost by the directors. 

Bonds and unlisted debt                                                                             433              722   
                                                                                                 24 277           23 509    
Loans and receivables                                                                                                      
Other loans and receivables                                                                       2 875            7 185   
The unsecured loan bears interest at prime and has no fixed terms of repayment.                                            
Share plan loans                                                                                      -            2 216
The unsecured loan bears no interest and have been settled in the current financial year.                                  
Enterprise development loans                                                                      1 840            1 420   
The unsecured loan bears no interest and has no fixed terms of repayment.                                        
                                                                                                  4 715           10 821   
Total other financial assets                                                                     28 992           34 330   
Non-current assets                                                                                                         
Designated at fair value through profit (loss)                                                   24 277           23 509   
Loans and receivables                                                                             1 509           10 821   
Total non-current assets                                                                         25 786           34 320   
Current assets                                                                                                             
Loans and receivables                                                                             3 206                -   
Total current assets                                                                              3 206                -  
Total                                                                                            28 992           34 330  

9. Impairment losses

                                                                                                   2018             2017
Goodwill                                                                                        118 261           31 645
The Group performs an annual impairment test on
goodwill based on cash-generating units (CGU).
Please see note 3 for details.

Intangible assets                                                                                 7 339            2 429

The Group performs impairment tests in relation
to intangible assets. The current year impairment
relates to the write-off of the purchase price
allocation, as management determined that the
recoverable amount was less than the carrying amount.

Other financial assets                                                                            1 368                -
Current year impairments relate to the
recoverable amount being less than the carrying
amount, which was determined by management.
Management's key assumptions are based on past
experience in the market with reference to cash
flow assumptions.

Total impairment losses recognised                                                              126 968           34 074

10. Comparative figures

Certain prior year amounts have been reclassified for consistency with the current year presentation
of the consolidated financial statements. These reclassifications had no effect on the reported
results of operations.

The effects of the reclassifications are as follows:

Statement of Financial Position
Provisions                                                                                            -          (9 422)
Trade and other payables                                                                              -            9 422

11. Segment Report

The reportable segments for the current financial year are according geographical areas, namely South Africa, Middle-East / Africa and Australia.
- South Africa includes consulting and implementation of data, management information software and healthcare administrations services in the Republic of South Africa.
- Australia includes consulting and implementation of data, management information software and healthcare administrations services in Australia.
- Middle-East/Africa includes consulting and implementation of data, management information software in Middle-East and Africa.

                                                                                                      CONTINUING OPERATIONS
                                                              South Africa            Australia         Middle-East/Africa              Other                  Total
                                                              2018      2017       2018        2017       2018         2017       2018       2017        2018        2017
                                                             R'000     R'000      R'000       R'000      R'000        R'000      R'000      R'000       R'000       R'000
Revenue                                                    410 270   329 141     64 383      78 932     80 958      155 693        483          -     556 094     563 766
Other income                                                    52       589        273         715      2 427            -      1 983     28 434       4 736      29 738
Interest revenue                                             2 026       827        116          91      1 929        3 980         96      1 389       4 167       6 287
Cost of sales                                            (305 493) (248 849)   (55 010)    (54 709)   (97 470)    (144 427)          -          -   (457 973)   (447 985)
Depreciation and amortisation                              (1 774)   (1 815)      (516)           -    (3 012)      (2 925)          -          -     (5 302)     (4 740)
Impairments                                                   (75)      (51)          -           -    (1 366)            -          -          -     (1 441)        (51)
Operating expenses                                        (65 569)  (53 823)    (6 867)    (12 959)   (12 407)     (47 440)    (1 997)    (3 058)    (86 840)   (117 280)
Share of profit/(loss) of equity accounted investments           -         -          -           -          -            -          -          -           -           -
Finance costs                                              (1 785)     (273)        (5)         (9)    (3 397)      (5 586)        (4)          -     (5 191)     (5 868)
Income tax expense                                         (7 116)   (6 242)      (681)     (7 845)   (14 039)     (11 057)      (182)      (174)    (22 018)    (25 318)
Profit / (loss) for the year                                30 536    19 504      1 693       4 216   (46 377)     (51 762)        380     26 591    (13 768)     (1 450)

                                                                                                    DISCONTINUED OPERATIONS
                                                              South Africa             Australia        Middle-East/Africa            Other                         Total
                                                             2018      2017        2018        2017      2018          2017       2018       2017         2018       2017
                                                            R'000     R'000       R'000       R'000     R'000         R'000      R'000      R'000        R'000      R'000
Revenue                                                         -         -           -           -         -             -     11 543    383 144       11 543    383 144
Other income                                                    -         -           -           -         -             -      3 693  1 144 028        3 693  1 144 028
Interest revenue                                                -         -           -           -         -             -        127        231          127        231
Cost of sales                                                   -         -           -           -         -             -          -          -            -          -
Depreciation and amortisation                                   -         -           -           -         -             -       (52)    (5 725)         (52)    (5 725)
Impairments                                                     -         -           -           -         -             -   (14 287)          -     (14 287)          -
Operating expenses                                              -         -           -           -         -             -   (19 610)  (230 704)     (19 610)  (230 704)
Share of profit/(loss) of equity accounted investments          -         -           -           -         -             -          -      (759)            -      (759)
Finance costs                                                   -         -           -           -         -             -    (1 136)    (7 346)      (1 136)    (7 346)
Income tax expense                                              -         -           -           -         -             -        163   (30 242)          163   (30 242)
Profit / (loss) for the year                                    -         -           -           -         -             -   (19 559)  1 252 627     (19 559)  1 252 627


                                                                                                             GROUP
                                                              South Africa               Australia      Middle-East/Africa            Other                         Total
                                                              2018      2017       2018        2017      2018           2017       2018       2017        2018       2017
                                                             R'000     R'000      R'000       R'000     R'000          R'000      R'000      R'000       R'000      R'000
Revenue                                                    410 270   329 141     64 383      78 932    80 958        155 693     12 025    383 144     567 636    946 910
Other income                                                    52       589        273         715     2 427              -      5 562  1 172 463       8 429  1 173 766
Interest revenue                                             2 026       827        116          91     1 929          3 980        224      1 620       4 294      6 518
Cost of sales                                            (305 493) (248 849)   (55 010)    (54 709)  (97 469)      (144 427)          -          -   (457 973)  (447 985)
Depreciation and amortisation                              (1 774)   (1 815)      (516)           -   (3 012)        (2 925)       (52)    (5 725)     (5 354)   (10 465)
Impairments                                                   (75)      (51)          -           -   (1 366)              -   (14 287)          -    (15 728)       (51)
Operating expenses                                        (65 569)  (53 823)    (6 867)    (12 959)  (12 407)       (47 440)   (21 606)  (233 767)   (106 460)  (347 984)
Share of profit/(loss) of equity accounted investments           -         -          -           -        -               -          -      (759)           -      (759)
Finance costs                                              (1 785)     (273)        (5)         (9)   (3 397)        (5 586)    (1 140)    (7 346)     (6 327)   (13 215)
Income tax expense                                         (7 116)   (6 242)      (681)     (7 845)  (14 039)       (11 057)       (20)   (30 416)    (21 856)   (55 560)
Profit / (loss) for the year                                30 536    19 504      1 693       4 216  (46 377)       (51 762)   (19 179)  1 279 218    (33 443)  1 251 176

                                                                                                       CONTINUING OPERATIONS
                                                               South Africa            Australia         Middle-East/Africa             Other                 Total
                                                              2018      2017       2018        2017      2018           2017       2018       2017        2018      2017
                                                             R'000     R'000      R'000       R'000     R'000          R'000      R'000      R'000       R'000     R'000
Segment assets *                                            90 013    86 682     20 283      28 862    25 850         91 149     28 305    124 953     164 450   325 727
Intangible assets                                              479     1 357          -           -       196              -          -      8 209         675     9 566
Investment in equity-accounted investees                         -         -          -           -         -              -          -          -           -         -
Total assets                                                90 492    88 039     20 283      28 862    26 046         91 149     28 305    133 163     165 125   341 213
Segment liabilities                                       (27 633)  (20 475)    (4 748)    (10 135)   (7 424)       (62 593)    (4 948)    (2 257)    (44 754)  (95 461)
Total liabilities                                         (27 633)  (20 475)    (4 748)    (10 135)   (7 424)       (62 593)    (4 948)    (2 257)    (44 754)  (95 461)

                                                                                                     DISCONTINUED OPERATIONS
                                                             South Africa              Australia       Middle-East/Africa               Other                  Total
                                                             2018       2017      2018         2017     2018            2017       2018       2017        2018      2017
                                                            R'000      R'000     R'000        R'000    R'000           R'000      R'000      R'000       R'000     R'000
Segment assets *                                                -          -         -            -        -               -     57 121     59 056      57 121    59 056
Intangible assets                                               -          -         -            -        -               -          -          -           -         -
Investment in equity-accounted investees                        -          -         -            -        -               -          -        289           -       289
Total assets                                                    -          -         -            -        -               -     57 121     59 345      57 121    59 345
Segment liabilities                                             -          -         -            -        -               -    (6 572)    (9 302)     (6 572)   (9 302)
Total liabilities                                               -          -         -            -        -               -    (6 572)    (9 302)     (6 572)   (9 302)

                                                                                                               GROUP
                                                               South Africa            Australia         Middle-East/Africa             Other                  Total
                                                             2018        2017      2018        2017      2018           2017       2018       2017       2018       2017
                                                            R'000       R'000     R'000       R'000     R'000          R'000      R'000      R'000      R'000      R'000
Segment assets *                                           90 013      86 682    20 283      28 862    25 850         91 149     85 425    184 009    221 571    390 703
Intangible assets                                             479       1 357         -           -       196              -          -      8 209        675      9 566
Investment in equity-accounted investees                        -           -         -           -         -              -          -        289          -        289
Total assets                                               90 492      88 039    20 283      28 862    26 046         91 149     85 425    192 508    222 246    400 558
Segment liabilities                                      (27 633)    (20 475)   (4 748)    (10 135)   (7 424)       (62 593)   (11 521)   (11 558)   (51 326)  (104 762)
Total liabilities                                        (27 633)    (20 475)   (4 748)    (10 135)   (7 424)       (62 593)   (11 521)   (11 558)   (51 326)  (104 762)
* Goodwill is not managed as part of segment assets and has therefore been excluded

                                                                                           2018           2017
                                                                                          R'000          R'000
Reconciliation of reportable segment revenue                           
Total consolidated income for reportable segments                                       567 636        946 910
Elimination of discontinued operations                                                 (11 543)      (383 144)
Consolidated total income                                                               556 094        563 766
                          
Profit before tax                          
Total consolidated profit before tax for reportable segments                           (11 472)      1 306 736
Less impairment of goodwill                                                           (125 600)       (31 645)
Elimination of discontinued operations                                                   19 720    (1 282 868)
Consolidated profit before tax                                                        (117 352)        (7 778)
                          
Assets                          
Total assets for reportable segments                                                   136 821        208 050
Goodwill                                                                               135 666        253 928
Assets for other segments                                                               85 425        192 219
Equity accounted investees                                                                   -            289
Elimination of discontinued operations                                                (57 121)       (59 345)
Consolidated total assets                                                              300 791        595 142
                          
Liabilities                          
Total liabilities for reportable segments                                             (39 806)       (93 204)
Liabilities for other segments                                                        (11 521)       (11 558)
Other unallocated amounts                                                                    -              -
Elimination of discontinued operations                                                   6 572          9 301
Consolidated total liabilities                                                        (44 754)        (95461)

Company Information

Directors:              PJ de Wet (CEO)
                        AM Louw (Financial Director)
                        AJ Taylor (Independent Non-Executive Chairman)
                        AL Winkler (Independent Non-Executive Director)
                        CL Dyers (Independent Non-Executive Director)
                        HC Steyn (Non-Executive Director)
Registered office:      PBT House, 2 Mews Close, Waterford Mews,
                        Century City, 7441, South Africa
Postal address:         PO Box 276, Century City 7446
Registration number:    1936/008278/06
Auditors                BDO Cape Inc.
Sponsor                 Bridge Capital Advisors Proprietary Limited
Transfer secretaries:   Link Market Services
JSE share code:         PBG
ISIN:                   ZAE000227781
Website:                www.pbtgroup.co.za

Cape Town
30 July 2018

Sponsor: Bridge Capital Advisors Proprietary Limited



Date: 30/07/2018 05:30:00 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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