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PBT GROUP LIMITED - Abridged Consolidated Financial Statements for the year ended 31 March 2017

Release Date: 05/10/2018 12:00
Code(s): PBG     PDF:  
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Abridged Consolidated Financial Statements for the year ended 31 March 2017

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


ABRIDGED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

Since the publication of the aforementioned results, the following changes have been made to the 
financial statements for the year ended 31 March 2017.

Take note that during the 2018 audit of the financial statements the 2017 figures have been
restated. The restated 2017 figures have been used in these financial statements. Please refer to
the 2018 integrated report for an explanation on this restatement. (All numbers are expressed in
thousands):

Notes to be taken into account for earnings per share and headline earnings per share figures for 
31 March 2017:

-   Due to the Prescient Capital group being reclassified as discontinued operations, the profit 
    from this group of R9 492 for the 2017 financial year has been reclassified to discontinued 
    operations. The earnings per share ('EPS') and headline earnings per share ('HEPS') have been 
    reflected as a split between continuing and discontinued operations. This change is already 
    reflected in the 2018 integrated report.

    Included in the HEPS calculation is the 'change in fair value of investments property' of 
    R4 179 as an adjustment. This adjustment reflects under the discontinued operations.

-   An impairment loss of R2 429 on intangible assets for 2017 was not added back as an 
    adjustment for HEPS, understating the HEPS by R2 429. This change is reflected in the 
    SENS announcement released on 30 July 2018.  
    
-   Adjustments to the EPS and HEPS in the 2017 figures released on 4 August 2017 for earnings 
    attributable to forfeitable share plan shareholders were incorrectly added to the profit 
    (R5 129 for continuing operations and R13 834 for discontinued operations). This resulted 
    in an overstatement of the EPS and HEPS figures. This correction is already reflected in 
    the 2018 comparative figures as released on 30 July 2018.    
    
Restatement for 2017 figures published on 30 June 2017 and 2018 comparative figures published on 
30 July 2018:        

1.  An error was noted in the profit from discontinued operations in the 2018 comparative figures.  
    This error was due to an account being misallocated to profit instead of the equity. The profit 
    from discontinued operations and equity were overstated by R13 627. This adjustment reflects in 
    this SENS announcement as a correction. 

2.  An error was noted between the non-controlling interest (NCI) for discontinued operations and 
    profit from discontinued operations of R126. The NCI and profit from discontinued operations 
    were understated by 126. The adjustment to the profit from discontinued operations reflects in 
    this SENS announcement as a correction. The adjustment to NCI was already corrected in the 2018 
    comparative figures.

3.  An error was noted in the HEPS calculation for the 2017 figures. The foreign exchange recycled 
    from the foreign currency translation reserve of R3 014 was excluded from the gain on sale of 
    discontinued operations for the HEPS calculation. The adjustment is reflected in this 
    announcement.
 
4.  An error was noted on the comparative figures on the Statement of Cash Flows for the year ended 
    31 March 2017. The 'Acquisition of shares' on the comparative figures was incorrectly shown as 
    a cash inflow of R2 074. Consequently, the 'Cash generated from operations' were understated by 
    R4 148. The error was corrected by the restatement of the 'Acquisition of own shares' as a cash 
    outflow of R2 074 and the 'Cash generated from operations' increasing by R4 148 for the 
    comparative figures.  

The changes made above have not been audited and will not agree to the audited financial
statements. Please refer to note 11 for the reconciliation between the released financial
information and the restated financial information.

The restatements were identified through the JSE proactive monitoring process of the Abridged Consolidated 
Financial Statements for the year ended 31 March 2017.

Review of operations

During the period under review, PBT Group Limited's shareholders approved a transaction with
Stellar Capital Partners Limited and received a distribution to an amount of R1.428 billion from
Prescient Holdings (Pty) Ltd ("Prescient Holdings") resulting in the effective disposal of 
Prescient Holdings. Prescient Limited was renamed to PBT Group Limited to better reflect the ongoing
operations and strategic vision of the Company. The final regulatory approval had been received for
the group on 10 February 2017.

The pro rata income and expenses associated with Prescient Holdings was disclosed as profits from
discontinued operations in the abridged consolidated statement of profit or loss and other
comprehensive income. The comparative profit from Prescient Holdings 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 after the impairment of goodwill (R31.6 million) 
    for the period was R33.1 million (March 2016: profit of R19.7 million)
-   Loss before tax for continuing operations being R7.8 million (March 2016: profit of R40 million).
-   Headline earnings per share was 3.76 cents per share (March 2016: 6.79 cents per share)
-   Headline loss per share for continuing operations was 0.64 cents per share 
    (March 2016: 0.99 cents per share)
-   Headline earnings per share for discontinued operations was 4.40 cents per share 
    (March 2016: 5.81 cents per share).

The weighted average number of shares in issue for the 12 months ended 31 March 2017 was 
1 619 927 367 (March 2016: 1 600 156 235).

South Africa and Australia

The South African and Australian operations continue to operate well despite the general
challenging environment. The demand for our services in these two segments remain strong and
resulted in satisfactory growth and profits.

Middle-East/Africa

The headwinds in the Middle-East/Africa ("MEA") segment of our business resulted in a loss after tax
of R51.8 million for the region. The negative payment culture resulted in very high interest charges
and a bad debt write-off of R18.4 million. An implemented change in the tax law resulted in
withholding tax ("WHT") of R16.86 million expensed as additional tax paid in the current financial
year that resulted in an exceptionally high tax charge. This will be a recurring expense in future 
periods. WHT is deducted from payments to the Company from certain MEA countries. South Africa has 
Double Tax Agreements with most of these countries which disallows the deduction of WHT. The WHT was
allowed as a credit against the South African Tax in terms of Section 6quin of the Income Tax Act.
This Section has however been deleted and for all tax years starting on or after 1 January 2016 no
concession is allowed. As of this date a deduction cannot be claimed against the income in terms
of Section 6quat(1C) of the Income Tax Act. Although WHT of R14.9 million relating to previous periods 
is available to be offset against future tax payable, we felt it prudent to impair this asset and
expense it through profit or loss.

Dividend

In accordance with the SENS announcement released on 26 May 2017, an excess pay-out was made
post year end to PBT Group by Prescient Holdings Group. The cash portion of this excess pay-out
amounted to R26.2 million and was paid out to shareholders as a capital reduction distribution on
28 August 2017. No dividend from normal commercial operations was declared for the 6 months
ended 31 March 2017. 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

Our South African and Australian operations continue to perform well and will in all likelihood
continue to do so. We continue to experience good cash flows in these regions. A very small portion
of revenue in these regions is based on fixed price projects resulting in a clear cut operating
environment. The demand for services is very strong and exceeds the availability of skills. The
trading environment in the Middle-East/Africa region has deteriorated vastly over the last two
reporting periods. The change in legislation regarding the treatment of withholding tax, the
payment culture and the blatant disregarding of Double Tax Agreements make profitable trading in
some accounts in this region highly unlikely. Accordingly, we shall downscale our operations in 
this region, taking into account the reduced requirements from our clients as well as the duration 
of our current contract with clients.

Changes to Management and the Board of Directors

There were a number of changes to the Board during the period and subsequent to the end of the 
period under review.

KR Moloko, R van Rooyen and ZK Meyer resigned as independent non-executive directors effective 
17 March 2017. PJ De Wet was appointed as CEO and AJ Taylor and CL Dyers were appointed as independent 
non-executive directors on 17 March 2017. AJ Taylor was  appointed as lead independent non-executive 
director. Additionally, AL Winkler was appointed as an independent non-executive director effective 
17 May 2017.

The Board wishes PJ de Wet well in his new role.

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 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
for the year ended 31 March 2017

                                                                            2017 Restated    2016 Restated
                                                                                    R'000            R'000
        
Continuing operations        
Total income                                                                      595 877          543 136
Service fees                                                                      563 766          538 913
Interest and dividend income                                                       13 239              907
Other investment income                                                            18 872            3 316
             
Cost of information management services                                         (447 985)        (405 573)
Operating expenses                                                              (117 038)         (94 868)
Impairment of goodwill and other                                                 (34 074)                -
Share-based payment expense                                                             -            (455)
Profit from operations                                                            (3 220)           42 240
Other income                                                                        1 311            2 494
Finance costs                                                                     (5 869)          (4 694)
Profit before tax                                                                 (7 778)           40 040
Income tax expense                                                     9         (25 318)         (20 387)
Profit from continuing operations                                                (33 096)           19 653
Discontinued operations                
Profit for the period from discontinued operations                     6        1 239 026           99 439
Profit for the year                                                             1 205 930          119 092
Other comprehensive income            
Items that are or may be reclassified to profit or loss            
Foreign currency translation differences - foreign operations                     (8 183)           17 398
Tax on other comprehensive income                                                       -                -
Other comprehensive income for the year, net of tax                               (8 183)           17 398
Total comprehensive income for the year                                         1 197 747          136 490
            
Profit attributable to:             
Owners of the Company                                                           1 203 570          109 004
Non-controlling interests                                                           2 360           10 088
Profit for the year                                                             1 205 930          119 092
Total comprehensive income attributable to:              
Owners of the Company                                                           1 195 387          123 489
Non-controlling interests                                                           2 360           13 001
Total comprehensive income for the year                                         1 197 747          136 490
Earnings per shares (cents)             
Continuing operations                                                  5           (2.75)             0.88
Discontinued operations                                                5           75.87              5.81
Diluted earnings per share (cents)             
Continuing operations                                                  5           (2.75)             0.88
Discontinued operations                                                5            75.87             5.81
Headline earnings per share (cents)             
Continuing operations                                                  5           (0.64)             0.99
Discontinued operations                                                5             4.40             5.81
Diluted headline earnings per share (cents)             
Continuing operations                                                  5           (0.64)             0.99
Discontinued operations                                                5             4.40             5.81

     
ABRIDGED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
for the year ended 31 March 2017
                                                                                     2017             2016
                                                                   Notes            R'000            R'000
Assets     
Non-current assets                                                                312 968       11 667 621
Property and equipment                                                              7 792           29 241
Investment property                                                                     -           35 728
Goodwill and intangible assets                                         7          263 494          397 960
Deferred tax asset                                                                  7 352           14 197
Long-term loans and other receivables                                                   -           54 186
Investment in equity-accounted investees                                                -            9 658
Financial assets at fair value through profit or loss                              34 330          151 439
Linked investments backing policyholder funds                                           -       10 975 212
     
Current assets                                                                    282 173        1 077 824
Inventory                                                                          19 787           35 688
Trade and other receivables                                            8          224 214          214 959
Amounts owing by clearing houses                                                        -          192 777
Amounts owing by clients                                                                -          429 186
Taxation receivable                                                                     -           13 623
Cash and cash equivalents                                                          38 172          191 591
    
Non-Current assets held for sale and assets of disposal groups         6           82 234

Total assets                                                                      677 375       12 745 445
     
Equity     
Stated capital                                                                    144 015          667 660
Reserves                                                                            5 400            7 066
Retained income                                                                   410 765          152 451
Total equity attributable to owners of the Company                                560 180          827 177
Non-controlling interests                                                          12 434           24 064
Total equity                                                                      572 614          851 241

Liabilities
Non-current liabilities                                                             5 920       11 018 427
Deferred tax liability                                                              5 920           13 548
Policyholder investment contract liabilities                                            -       10 974 330
Loans payable                                                                           -           30 549
Current liabilities                                                                89 540          875 777
Trade and other payables                                                           29 369          106 393
Provisions                                                                          9 421                -
Amounts owing to clearing houses                                                        -           16 134
Amounts owing to clients                                                                -          604 668
Current tax payable                                                                 7 669            9 377
Loans payable                                                                      35 000           44 126
Bank overdraft                                                                      8 081           95 079
  
Liabilities of disposal groups                                    6                 9 301

Total liabilities                                                                 104 761       11 894 204
Total equity and liabilities                                                      677 375       12 745 445

ABRIDGED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2017
                                                                                                                       Share-based                                     Non-
                                                                                  Stated    Translation    Treasury        payment      Retained                controlling          Total
R'000                                                                            capital        reserve      shares        reserve        income         Total    interests         equity
Balance at 1 April 2015                                                          664 702          6 414    (14 502)            801       138 578       795 993       14 139        810 132
Total comprehensive income for the year  
Profit for the year                                                                    -              -           -              -       109 004       109 004       10 088        119 092
Total other comprehensive income                                                       -         14 485           -              -             -        14 485        2 913         17 398
Total comprehensive income for the year                                                -         14 485           -              -       109 004       123 489       13 001        136 490

Transactions with owners recognised directly in equity
Contributions by and distributions to owners of the Company
Treasury shares purchased                                                              -              -     (2 074)              -             -       (2 074)            -        (2 074)
Equity-settled share-based payments                                                    -              -           -          1 942             -         1 942            -          1 942
Dividends declared during the year                                                     -              -           -              -      (95 131)      (95 131)      (2 548)       (97 679)
Issue of ordinary shares                                                           2 958              -           -              -             -         2 958            -          2 958
Total contributions by and distributions to owners of the Company                  2 958              -     (2 074)          1 942      (95 131)      (92 305)      (2 548)       (94 853)
Changes in ownership interests in subsidiaries  
Acquisition of NCI without a change in control                                         -              -           -              -             -             -        5 950          5 950
Disposal of subsidiary                                                                 -              -           -              -             -             -      (6 478)        (6 478)
Total changes in ownership interests in subsidiaries                                   -              -           -              -             -             -        (528)          (528)
Total transactions with owners of the Company                                      2 958              -     (2 074)          1 942      (95 131)      (92 305)      (3 076)       (95 381)
Balance at 31 March 2016                                                         667 660         20 899    (16 576)          2 743       152 451       827 177       24 064        851 241

                                                                                                                       Share-based                                     Non-
                                                                                  Stated    Translation    Treasury        payment      Retained                controlling          Total
R'000                                                                            capital        reserve      shares        reserve        income         Total    interests         equity
Balance at 1 April 2016                                                          667 660         20 899    (16 576)          2 743       152 451       827 177       24 064        851 241
Total comprehensive income for the year
Profit for the year                                                                    -              -           -              -     1 217 170     1 217 170        2 360      1 219 530
Total other comprehensive income                                                       -        (8 183)           -              -             -       (8 183)            -        (8 183)
Total comprehensive income for the year                                                -        (8 183)           -              -     1 217 170     1 208 987        2 360      1 211 347

Transactions with owners recognised directly in equity
Contributions by and distributions to owners of the Company
Treasury shares sold                                                                   -              -       9 260              -        11 166        20 426            -         20 426
Dividends declared during the year                                                     -              -           -              -      (73 832)      (73 832)      (3 304)       (77 136)
Capital distribution                                                           (469 853)              -           -              -     (911 967)   (1 381 820)            -    (1 381 820)
Adjustment to reflect the PBT Group Limited Share Capital after disposal of  
Prescient Holdings (Pty) Ltd                                                    (53 792)              -           -              -             -      (53 792)            -       (53 792)
Equity-settled share-based payments                                                    -              -           -          1 680             -         1 680            -          1 680
Termination of forfeitable share plan                                                  -              -           -        (4 423)         3 142       (1 281)            -        (1 281)
Total contributions by and distributions to owners of the Company              (523 645)              -       9 260        (2 743)     (971 491)   (1 488 619)      (3 304)    (1 491 923)
Changes in ownership interests in subsidiaries  
Acquisition of non-controlling interests                                               -              -           -              -        12 635        12 635     (12 470)            165
Disposal of subsidiary                                                                 -              -           -              -             -             -        1 784          1 784
Total changes in ownership interests in subsidiaries                                   -              -           -              -        12 635        12 635     (10 686)          1 949
Total transactions with owners of the Company                                  (523 645)              -       9 260        (2 743)     (958 856)   (1 475 984)     (13 990)    (1 489 974)
Balance at 31 March 2017                                                         144 015         12 716     (7 316)              -       410 765       560 180       12 434        572 614

ABRIDGED CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 March 2017
                                                                                                 2017           2016
                                                                                   Notes        R'000          R'000
                                                                                             Restated       Restated
Cash flows from operating activities 
Cash generated from operations                                                                208 986        171 411
Dividends received                                                                              8 084          2 946
Dividends paid                                                                               (69 275)       (97 679)
Interest received                                                                               5 155         19 358
Interest paid                                                                                 (5 869)       (10 862)
Taxation paid                                                                                (19 904)       (50 998)
Net cash inflow from operating activities                                                     127 177         34 176
Cash flows from investing activities
Acquisition of equipment                                                                      (2 698)        (8 040)
Disposals of equipment                                                                             60              -
Acquisition of intangible assets                                                              (1 244)        (8 382)
Sale of othe asset                                                                            429 186              -
Proceeds on loss in control of subsidiary, net of cash disposed of                                  -          2 155
Disposal of equity-accounted investee                                                               -          3 064
Proceeds on disposal of discontinued operation, net of cash disposed of                     1 317 935              -
Disposal/(Acquisition) of financial assets at fair value through profit or loss              (53 104)          6 026
Advancement of long-tem loans receivable                                                            -        (2 313)
Cash outflow from investing activities                                                      1 690 135        (7 490)
Cash flows from financing activities
Acquisition of own shares                                                                       (145)        (2 074)
Movement in loans to directors, manager and employees                                       (534 809)              -
Reduction of share capital or buy-back of shares                                               53 830              -
Capital distribution                                                                      (1 427 822)              -
Increase in loans payable                                                                      32 899          4 499
Cash inflow from financing activities                                                     (1 876 047)          2 425
Net increase in cash and cash equivalents                                                    (58 735)         29 111
Effect of exchange rate fluctuations on cash held                                                   -         18 133
Cash and cash equivalents at beginning of the year                                             88 826         49 268
Cash and cash equivalents at end of the year                                                   30 091         96 512

Notes to the abridged consolidated financial statements 

1. Basis of preparation and accounting policies

Statement of compliance

The abridged 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 consolidated financial statements do not include all of the information required
for full annual financial statements. The abridged 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 consolidated financial statements are presented in
Rand, rounded to the nearest thousand. The accounting policies applied in the presentation of the
abridged consolidated financial statements are in accordance with International Financial Reporting
Standards and are consistent with those presented in the annual financial statements. The abridged
consolidated financial statements have been extracted from 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 consolidated financial statements were prepared under the supervision of the
Financial Director, AM Louw. The board of directors approved these financial statements on 
30 June 2017 and the changes as explained above, on 12 September 2018.

2. 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 expenses. Actual results may differ from these estimates. In preparing
these abridged 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 as at and for the year ended 
31 March 2016.

3. Related party transactions

PBT Group Limited and its subsidiaries ("the Group" or "the Company"), 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, other than the disposal of Prescient Holdings (Pty) Ltd Group which no longer forms
part of the PBT Group with effect from 21 February 2017.

4. Subsequent events

Subsequent to the 31 March 2017 year-end a capital reduction distribution of 1.57 cents per share
was paid on 28 August 2017.

A Circular has been released on 23 March 2018 for the disposal of Prescient Capital Proprietary
Limited and its subsidiaries and a Supplementary Circular was released on 28 August 2018.

5. Earnings per share

The calculation of basic earnings per share at 31 March 2017 was based on the profit
attributable to ordinary shareholders of R1 184 606 601 (2016: R107 054 988),
and a weighted average of ordinary shares outstanding of 1 619 927 367 (2016: 1 600 156 235),
calculated as follows:
                                                                                     31 March 2017                          31 March 2016
Profit attributable to ordinary shareholders (basic)                                                            Continuing   Discontinued
                                                                       Continuing    Discontinued       Total   operations      operation       Total
R'000                                                                   operation       operation                 Restated       Restated

(Loss)/profit for the year, attributable to owners of the Company        (39 351)       1 242 921   1 203 570       14 684         94 320     109 004
Earnings attributable to forfeitable share plan (FSP) Shareholders        (5 129)        (13 835)    (18 964)        (527)        (1 422)     (1 949)
(Loss)/profit attributable to ordinary shareholders                      (44 480)       1 229 086   1 184 606       14 157         92 898     107 055

Weighted average number of ordinary shares (basic)                                                                                   2017        2016
In thousands of shares                                                                       
                                                                       
Ordinary shares at 1 April                                                                                                      1 669 251   1 648 655
Effect of treasury shares held                                                                                                   (23 022)    (29 672)
Effect of FSP shares                                                                                                             (26 302)    (29 666)
Effect of shares issued and share capitalisation                                                                                        -      10 839
Weighted average number of ordinary shares at 31 March                                                                          1 619 927   1 600 156

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
                                                                                               Non-   attributable to  attributable to
                                                          Profit before                 controlling               FSP         ordinary     Cents per
2017                                                                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 and intangible asset                 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                     1 269 268    (30 242)          3 895           (13 835)        1 229 086         75.87
Adjustments 
Gain on sale of discontinued operations*                    (1 153 710)           -               -                 -      (1 153 710)       (71.22)
Change in fair value of investment property                     (4 179)           -               -                 -          (4 179)        (0.26)
Discontinued operations headline gain                           111 379    (30 242)           3 895          (13 835)           71 197          4.40

Per the statement of comprehensive income                     1 261 490    (55 560)         (2 360)          (18 964)        1 184 606         73.97
Total Group headline earnings                                   137 675    (55 560)         (2 360)          (18 964)           60 791          3.76

* Including foreign exchange recyled from the foreign currency translation reserve.

R'000
                                                                                                             Earnings         Earnings
                                                                                               Non-   attributable to  attributable to
                                                          Profit before                 controlling               FSP         ordinary     Cents per
2016                                                                tax         Tax       interests      shareholders     shareholders         share
Continuing operations
Per the statement of comprehensive income                        40 040    (20 387)         (4 969)             (527)           14 157          0.88
Adjustments
Change in fair value of investement proprerty                   (3 403)           -               -                61          (3 342)        (0.21)
Gain on partial sale of equity accounted investee                 (749)           -               -                13            (736)        (0.05)
Loss on loss of control of subsidiary                             5 818           -               -             (104)            5 714          0.36
Continuing operations headline earnings                          41 706    (20 387)         (4 969)             (557)           15 793          0.98
Discontinued operation
Per the statement of comprehensive income                       126 254    (26 815)         (5 119)           (1 422)           92 898          5.81
Discontinued operations headline earnings                       126 254    (26 815)         (5 119)           (1 422)           92 898          5.81
Total
Per the statement of comprehensive income                       166 294    (47 202)        (10 088)           (1 949)          107 055          6.69
Total Group headline earnings                                   167 960    (47 202)        (10 088)           (1 979)          108 691          6.79

6. Discontinued operations

                                                                                                                                 2017           2016
Results of discontinued operation                                                                                               R'000          R'000
                                               
Revenue                                                                                                                       335 608        367 264
Other income                                                                                                                   13 907          1 453
Expenses                                                                                                                    (233 957)      (242 463)
Share of profit/(loss) of equity accounted investment                                               
Segment finance costs                                               
Results from operating activities                                                                                             115 558        126 254
Tax                                                                                                                          (30 242)       (26 815)
Results from operating activities, net of tax                                                                                  85 316         99 439
Gain on sale of discontinued operation*                                                                                     1 153 710              -
Profit for the year                                                                                                         1 239 026         99 439
Basic earnings per share                                                                                                        76.49           5.81

* Included in the gain on sale of discontinued operatios is an amount of R92.4million relating to the excess payout as per the SENS announcement 
  released on 26 May 2017.

Profit from discontinued operations of R1.2 billion (2016: R94.3 million) was attributable to the
owners of the company. Of the loss from continuing operations of R33.1 million (2016: profit of R19.7
million), an amount of R39.4 million was attributable to the owners of the Company (2016: R14.7
million profit).

Cash flow from/(used in) discontinued operation
Net cash from/(used in) operating activities                                                                                    1 552        62 309
Net cash used in investing activities                                                                                             929      (27 932)
Net cash from financing activities                                                                                            (8 973)         7 931
Net cash flow for the year                                                                                                    (6 492)        42 308

Major classes of assets and liabilities disposed of

Property & equipment                                                                                                              123
Investment property                                                                                                            49 346
Goodwill and intangible assets                                                                                                 22 722
Investment in associate                                                                                                           289
Financial assets at fair value through profit or loss                                                                           4 483
Trade and other receivables                                                                                                     3 149
Long-term loans receivable                                                                                                        673
Cash and cash equivalents                                                                                                       1 449
Deferred tax liability                                                                                                           (67)
Long-term loans payable                                                                                                       (8 106)
Trade and other payables                                                                                                        (962)
Current tax payable                                                                                                             (166)                                                                      
Net assets and liabilities                                                                                                     72 933
Consideration received in cash                                                                                                  4 789
Cash and cash equivalents disposed off                                                                                        (1 449)
Net cash inflow                                                                                                                 3 340

7. Goodwill and intangible assets
                                                                       Patents    Internally                      System         Other
R'000                                                                      and     developed     Computer    development    intangible
Cost                                                    Goodwill    trademarks      software     software          costs                      Total
Opening balance - 1 April 2015                           424 253         2 024        35 765          270              -             -      462 312
Additions                                                     -              -           359          656          7 367             -        8 382
Disposal                                                (17 491)             -             -            -              -             -     (17 491)
Closing balance - 31 March 2016                          406 762         2 024        36 124          926          7 367             -      453 203
                     
Opening balance - 1 April 2016                           406 762         2 024        33 020        2 689          7 367         7 339      459 201
Additions                                                      -             -           485          758              -             -        1 243
Classified as held for sale                             (22 722)             -             -            -              -             -     (22 722)
Disposal of discontinued operation                      (98 468)       (2 024)             -            -        (7 367)             -    (107 859)
Closing balance - 31 March 2017                          285 572             -        33 505        3 447              -         7 339      329 863
                   
Accumulated amortisation                                                                                                                          -
Opening balance - 1 April 2015                            31 143           704        16 161          256              -             -       48 264
Amortisation for the year                                      -           200         6 192           37            550             -        6 979
Closing balance - 31 March 2016                           31 143           904        22 353          293            550             -       55 243
                     
Opening balance - 1 April 2016                            31 143           904        26 588        2 055            550             -       61 240
Amortisation for the year                                      -             -         3 308          521              -             -        3 829
Impairment loss                                           31 645             -         2 252            -              -             -       33 897
Disposal of discontinued operation                      (31 143)         (904)             -            -          (550)             -     (32 597)
Closing balance - 31 March 2017                           31 645             -        32 148        2 576              -             -       66 369
                   
Carrying amounts                   
At 31 March 2016                                         375 619         1 120        13 771          633          6 817             -      397 960
At 31 March 2017                                         253 927             -         1 357          871              -         7 339      263 494

Impairment test of goodwill

The Group has recognised an impairment loss of R31.6 million in profit or loss relating to goodwill of PBT Group's CGUs based on the value-in-use 
method to determine the recoverable amount. The value-in-use was determined by discounting future cash flows of the Group as a single CGU.

The key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to the key assumptions represented 
management's assessment of future trends in the relevant industries and were based on historical data from both external and internal sources.

                                                                                                                                  2017      2016
Discount rate                                                                                                                      17%       16%
Terminal value growth rate                                                                                                          6%        8%
Budgeted EBITDA growth rate                                                                                                         8%        8%

The discount rate was a post-tax measure estimated based on the historical industry average weighted-average cost of capital.

The cash flow projections included specific estimates for five years and a terminal growth rate thereafter. The terminal growth rate was determined 
based on management's estimate of the long-term compound annual EBITDA growth rate, consistent with the assumption that a market participant would make.

A sensitivity was performed to analyse the impact of increasing the forecast risk premium from 2% to 5%. This would result in a discount rate of 20%. 
Increasing the forecast risk premium by this factor, results in an impairment of approximately R94 million.

8. Trade and other receivables
                                                                                                                              2017          2016
Trade and other receivables include the following:                                                                           R'000         R'000  
Trade receivables                                                                                                          129 033       208 086   
VAT receivable                                                                                                                   -           833   
Deposits                                                                                                                     1 408         1 177   
Prepayments                                                                                                                    720         3 059   
Accrued income                                                                                                                 656           708   
Interest receivable                                                                                                              -         1 096   
Dividend receivable                                                                                                         92 397             -   
                                                                                                                           224 214       214 959   
                                                                          
9. Income tax expense 

Tax recognized in profit or loss                                                                        
Current tax expense                                                                        
Current year                                                                                                                15 201         9 545
Adjustment to prior years                                                                                                     (50)         3 934
                                                                                                                            15 151        13 479
Withholding tax - Section 6quat(1C)                                                                                         16 584         5 272
                                                                                                                            31 735        18 751
Deferred tax expense                                                                         
Origination and reversal of temporary differences                                                                          (6 417)         1 636
                                                                                                                           (6 417)         1 636
                                                                           
Income tax expense on continuing operations                                                                                 25 318        20 387

10. Fair value hierarchy

The table below analyses financial instruments carried at fair value by valuation method. Fair values are determined according
to the following hierarchy based on the requirements in IFRS 13 Fair Value Measurement:

Level 1                        Unadjusted quoted market prices: financial assets and liabilities with quoted prices for identical instruments in active
                               markets that the Company can access at the measurement date.

Level 2                        Valuation techniques using observable inputs: quoted prices (other than those included in level 1) for similar
                               instruments in active markets or quoted prices for identical or similar instruments in markets that are less than
                               active and financial assets and liabilities valued using models where all significant inputs are observable directly
                               or indirectly from market data.

Level 3                        Valuation techniques using significant unobservable inputs: financial assets and liabilities valued using valuation
                               techniques where one or more inputs are unobservable and have a significant effect on the instrument's valuation.

R'000                                                                                    Level 1         Level 2         Level 3         Total
2017                               
Financial assets                               
Financial assets at fair value through profit or loss                                          -             722               -           722
Loans and receivables                                                                                                     10 385        10 385
Investments                                                                                    -               -          22 787        22 787
Total financial assets measured at fair value                                                  -             722          33 172        33 894
Total financial liabilities measured at fair value                                             -               -               -             -
                                                    
                            
R'000                                                                                    Level 1         Level 2         Level 3         Total
2016                             
Financial assets                             
Financial assets at fair value through profit or loss                                    112 716          38 723               -       151 439
Linked investments backing policyholder contract funds                                10 244 977         730 235               -    10 975 212
Investment Property                                                                            -          35 728               -        35 728
Total financial assets measured at fair value                                         10 357 693         804 686               -    11 162 379
Financial liabilities                                
Policyholder investment contract liabilities                                                   -      10 974 330               -    10 974 330
Total financial liabilities measured at fair value                                             -      10 974 330               -    10 974 330
    
11. Prior period error

Restatement 1,2 & 3

1. An error was noted in the profit from discontinued operations in the 2018 comparative figures.  This error was due to an account being 
   misallocated to profit instead of the equity. The profit from discontinued operations and equity were overstated by R13 627. 

2. An error was noted between the non-controlling interest (NCI) for discontinued operations and profit from discontinued operations of R126.  
   The NCI and profit from discontinued operations were understated by 126. The adjustment to NCI was already corrected in the 2018 comparative 
   figures. 

3. An error was noted in the HEPS calculation for the 2017 figures. The foreign exchange recycled from the foreign currency translation reserve 
   of R3 014 was excluded from the Gain on sale of discontinued operations for the HEPS calculation. 

Weighted average number of ordinary shares                                                                                                 2017
In thousands of shares                                                                       
                                                                       
Ordinary shares at 1 April                                                                                                            1 669 251
Effect of treasury shares held                                                                                                         (23 022)
Effect of FSP shares                                                                                                                   (26 302)
Effect of shares issued                                                                       
Weighted average number of ordinary shares at 31 March 2017                                                                           1 619 927

HEADLINE EARNINGS PER SHARE
R'000
                                                                                                         Earnings          Earnings               
                                                                                           Non-   attributable to   attributable to               
                                                     Profit before                  controlling               FSP          ordinary   Cents per   
2017                                                           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   
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   
Restatement nr.1                                          (13 627)              -             -                 -          (13 627)      (0.84)   
Restatement nr.2                                               126              -             -                 -               126        0.01   
                                                         1 269 367       (30 242)         3 895          (13 835)         1 229 185       75.88   
Adjustments                                                                                                                                       
Gain on sale of discontinued operations                (1 150 696)              -             -                 -       (1 150 696)     (71.03)   
Restatement nr.3                                           (3 014)              -             -                 -           (3 014)      (0.19)   
Change in fair value of investment property                (4 179)              -             -                 -           (4 179)      (0.26)   
                                                       (1 157 889)              -             -                 -       (1 157 889)     (71.48)   
Discontinued operations headline earnings                  111 478       (30 242)         3 895          (13 835)            71 296        4.40   
Total                                                                                                                                             
Per the statement of comprehensive income                1 261 589       (55 560)       (2 360)          (18 964)         1 184 705       73.13   
Total Group headline earnings                              137 774       (55 560)       (2 360)          (18 964)            60 890        3.76 

Restatement 1 & 2:

Refer to above restatement for explanation.

ABRIDGED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
for the year ended 31 March 2017

                                                                                                        Impact of correction of error
                                                                                               As previously                                      
                                                                                                    reported          Adjustments   As restated   
                                                                                                       R´000                R´000         R´000   
Continuing operations                                                                                595 877                            595 877   
Total income                                                                                         563 766                            563 766   
Service fees                                                                                          13 239                             13 239   
Interest and dividend income                                                                          18 872                             18 872   
Other investment income                                                                                                                           
Cost of information management services                                                            (447 985)                          (447 985)   
Operating expenses                                                                                 (117 038)                          (117 038)   
Impairment of goodwill and other                                                                    (34 074)                           (34 074)   
Share-based payment expense                                                                                –                                  –   
Profit from operations                                                                               (3,220)                            (3,220)   
Other income                                                                                           1 311                              1 311   
Finance costs                                                                                        (5 869)                            (5 869)   
Profit before tax                                                                                    (7 778)                            (7 778)   
Income tax expense                                                                                  (25 318)                           (25 318)   
Profit from continuing operations                                                                   (33 096)                           (33 096)   
Discontinued operations                                                                                                                 
Profit for the period from discontinued operations                                                 1,252 626             (13 501)     1 239 125   
Profit for the year                                                                                1 219,530             (13 501)     1 206 029   
Other comprehensive income                                                                                                                               
Items that are or may be reclassified to profit or loss                                                                                                                         
Foreign currency translation differences – foreign operations                                        (8 183)                            (8 183)   
Tax on other comprehensive income                                                                          –                                  –   
Other comprehensive income for the year, net of tax                                                  (8 183)                            (8 183)   
Total comprehensive income for the year                                                            1 211 347                          1 197 846   

Restatement 3:

An error was noted on the comparative figures on the Statement of Cash Flows for the year ended 31 March 2017. The 'Acquisition of shares' on the
comparative figures was incorrectly shown as a cash inflow of R2 074. Consequently the 'Cash generated from operations' were understated by R4
148. The error was corrected by the restatement of the 'Acquisition of own shares' as a cash outflow of R2 074 and the 'Cash generated from
operations' increasing by R4 148 for the comparative figures.

The error only impacted the Statement of Cash Flows and was correctly accounted for in the other Statements to the Consolidated Financial
Statements.

The following tables summarise the impacts on the Group's consolidated Statement of Cash Flows

                                                                                                        Impact of correction of error
                                                                                               As previously                                      
                                                                                                    reported          Adjustments   As restated   
                                                                                                       R´000                R´000         R´000   
Cash flows from operating activities                                                                                                              
Cash generated from operations                                                                       167 263                4 148       171 411   
Dividends received                                                                                     2 946                    -         2 946   
Dividends paid                                                                                      (97 679)                    -      (97 679)   
Interest received                                                                                     19 358                    -        19 358   
Interest paid                                                                                       (10 862)                    -      (10 862)   
Taxation paid                                                                                       (50 998)                    -      (50 998)   
Net cash inflow from operating activities                                                             30 028                4,148        34 176   
Cash flows from investing activities                                                                                                              
Acquisition of equipment                                                                             (8 040)                    -       (8 040)   
Acquisition of intangible assets                                                                     (8 382)                    -       (8 382)   
Proceeds on loss in control of subsidiary, net of cash disposed of                                     2 155                    -         2 155   
Disposal of equity-accounted investee                                                                  3 064                    -         3 064   
Disposal/(Acquisition) of financial assets at fair value through profit or loss                        6 026                    -         6 026   
Advancement of long-tem loans receivable                                                             (2 313)                    -       (2 313)   
Cash outflow from investing activities                                                               (7 490)                    -       (7 490)   
Cash flows from financing activities                                                                                                              
Acquisition of own shares                                                                              2 074              (4 148)       (2 074)   
Increase in loans payable                                                                              4 499                    -         4 499   
Cash inflow from financing activities                                                                  2 425              (4,148)         2 425   
Net increase in cash and cash equivalents                                                             29 111                    -        29 111   
Effect of exchange rate fluctuations on cash held                                                     18 133                    -        18 133   
Cash and cash equivalents at beginning of the year                                                    49 268                    -        49 268   
Cash and cash equivalents at end of the year                                                          96 512                    -        96 512   

12. Segment Report

In 2016 the Group had two reportable segments according to strategic divisions. These two segments were financial services and information 
management services. After the disposal of the financial services segment, the Group's core operations consisted of mainly information management 
services. The reportable segments for the current financial year are according to geographical areas, namely South Africa, 
Middle East/Africa and Australia.
                                                                                                             
- South Africa includes consulting and implementation of data, management information software and healthcare administration services.
- Australia includes consulting and implementation of data, management information software and healthcare administration services.
- Middle East/Africa includes consulting and implementation of data and management information software.

                                                                                  CONTINUING OPERATIONS    
                                      South Africa              Australia          Middle East Africa              Other                    Total
                                   2017           2016       2017       2016         2017         2016        2017        2016        2017           2016
Segment external total income   330 557        279 347     79 738     82 333      159 673      173 344      29 823      10 606     599 791        545 630
Segment profit before tax        25 746         26 142     12 061      8 738     (40 704)        8 135      26 765     (2 975)      23 868         40 040
Segment assets *                 88 039         77 758     28 862     30 793       91 149      136 897     133 163     153 160     341 213        398 608
Segment liabilities            (20 475)      (102 262)   (10 135)    (9 724)     (62 593)     (47 766)     (2 257)    (13 292)    (95 460)      (173 044)

                                                                                    DISCONTINUED OPERATIONS
                                        South Africa             Australia             Middle East Africa          Other                    Total
                                   2017           2016       2017       2016         2017         2016        2017        2016        2017           2016
Segment external total income         -        351 226          -          -            -            -   1 527 403      17 491   1 527 403        368 717
Segment profit before tax             -        120 533          -          -            -            -   1 269 268       5 721   1 269 268        126 254
Segment assets *                      -     11 940 949          -          -            -            -      59 345      30 269      59 345     11 971 218
Segment liabilities                   -   (11 719 256)          -          -            -            -     (9 302)     (1 904)     (9 302)   (11 721 160)
   
                                                                                           GROUP
                                      South Africa              Australia         Middle East Africa               Other                   Total
                                   2017           2016       2017       2016         2017         2016        2017        2016        2017           2016
Segment external total income   330 557        630 573     79 738     82 333      159 673      173 344     557 226      28 097   2 127 194        914 347 
Segment profit before tax        25 746        146 675     12 061      8 738     (40 704)        8 135   1 296 033       2 746   1 293 136        166 294
Segment assets *                 88 039     12 018 707     28 862     30 793       91 149      136 897     192 508     183 429     400 558     12 369 826
Segment liabilities            (20 475)   (11 821 518)   (10 135)    (9 724)     (62 593)     (47 766)    (11 559)    (15 196)   (104 762)   (11 894 204)

Reconciliation of reportable segment profit or loss                                                                                   2017           2016
Total consolidated profit before tax for reportable segments                                                                     1 293 136        166 294
Less impairment of goodwill                                                                                                       (31 645)              -
Elimination of discontinued operations                                                                                         (1 269 268)      (126 254)
Profit before tax                                                                                                                  (7 777)         40 040 

Company information
Directors:                                        AJ Taylor (Independent Non-Executive Chairman) 
                                                  PJ de Wet (Chief Executive Officer)
                                                  AM Louw (Financial Director)
                                                  CL Dyers (Independent Non-Executive Director)
                                                  HC Steyn (Non-executive Director)
                                                  AL Winkler (Independent 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
Auditors:                                         BDO Cape Inc.
Sponsor:                                          Bridge Capital Advisors Proprietary Limited
Transfer secretaries:                             Link Market Services
Website:                                          www.pbtgroup.co.za


Cape Town
05 October 2018


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