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TREMATON CAPITAL INVESTMENTS LIMITED - Consolidated Results for the year ended 31 August 2018

Release Date: 19/11/2018 09:00
Code(s): TMT     PDF:  
Wrap Text
Consolidated Results for the year ended 31 August 2018

TREMATON CAPITAL INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/008691/06)
JSE code: TMT
ISIN: ZAE000013991
("Trematon" or "the company")


PRELIMINARY CONDENSED CONSOLIDATED RESULTS
for the year ended 31 August 2018


CONDENSED STATEMENT OF FINANCIAL POSITION
                                                                             Reviewed       Audited
                                                                                   At            At
                                                                            31 August     31 August
                                                                                 2018          2017
                                                                   Note         R'000         R'000
ASSETS                  
Non-current assets                                                          2 094 953     1 965 107 
Property, plant and equipment                                                 150 490        95 257 
Investment properties                                                       1 702 317     1 665 954 
Investments in joint ventures                                                  94 848        81 959 
Investments in associate entities                                              88 473        75 853 
Loans receivable                                                               55 412        39 779 
Deferred tax asset                                                              3 413         6 305 
Current assets                                                                200 403       268 516 
Loans receivable                                                               20 575        12 113 
Investments                                                                    10 603         9 481 
Inventories                                                                    50 777        52 284 
Current tax asset                                                                   -             2 
Trade and other receivables                                                    19 406        24 705 
Cash and cash equivalents                                                      99 042       169 931 
Non-current assets held for sale                                                2 354         3 588
Total assets                                                                2 297 710     2 237 211
                  
EQUITY AND LIABILITIES                  
Equity                                                                      1 023 459       954 329 
Share capital and share premium                                               293 497       309 319 
Treasury shares                                                       2          (137)       (1 107)
Fair value reserve                                                             31 073        26 150 
Foreign currency translation reserve                                            3 733          (137)
Share-based payment reserve                                                    15 681        11 826 
Accumulated profit                                                            536 210       504 254 
Total equity attributable to equity holders of the parent                     880 057       850 305 
Non-controlling interest                                                      143 402       104 024 
Non-current liabilities                                                     1 196 477     1 007 495 
Loans payable                                                               1 096 960       907 140 
Deferred tax liability                                                         99 517       100 355 
Current liabilities                                                            77 774       275 387 
Loans payable                                                                  15 075       220 306 
Current tax liabilities                                                            62           831 
Trade and other payables                                                       62 637        54 250 
Total liabilities                                                           1 274 251     1 282 882 
Total equity and liabilities                                                2 297 710     2 237 211 
                  
Net asset value per share (based on shares in issue at year-end) (cents)          407           391


CONDENSED STATEMENT OF COMPREHENSIVE INCOME                  
                                                                             Reviewed       Audited
                                                                           Year ended    Year ended
                                                                            31 August     31 August
                                                                                 2018          2017
                                                                                R'000         R'000
Revenue                                                                       317 576       301 203 
Realised loss on held-for-trading investments                                    (854)         (302)
Realised profit/(loss) on sale of non-current assets                            2 187          (282)
Realised profit on sale of associate                                                -        91 795 
Total realised profit                                                           1 333        91 211 
Fair value adjustment on held-for-trading investments                           3 713         1 658 
Fair value adjustment on investment properties                                 32 768       219 883 
(Impairment)/reversal of impairment of loan                                    (2 666)        1 737 
Total profit from fair value adjustments                                       33 815       223 278 
Other income                                                                    1 097        22 578 
Employee benefits                                                             (51 833)      (40 325)
Cost of property and land sold                                                (11 169)      (79 356)
Other operating expenses                                                     (154 515)      (90 923)
Operating profit                                                              136 304       427 666 
Finance costs                                                                (110 544)      (70 887)
Profit from equity accounted investments (net of tax)                          25 383        47 860 
Profit before income tax                                                       51 143       404 639 
Income tax                                                                       (792)      (54 274)
Profit for the year                                                            50 351        350 365 
Other comprehensive income                  
Items that will not subsequently be reclassified to profit/(loss):                  
Fair value gain on revaluation of property, plant and equipment                 6 344        17 734 
Tax effects of fair value adjustments                                          (1 421)       (3 972)
Items that are or may subsequently be reclassified to profit/(loss):                  
Foreign currency translation differences on equity accounted investments        3 870          (137)
Other comprehensive income for the year                                         8 793        13 625 
Total comprehensive income for the year                                        59 144       363 990
Profit attributable to:                  
Equity holders of the parent                                                   35 657       291 777 
Non-controlling interest                                                       14 694        58 588 
                                                                               50 351       350 365 
                  
Total comprehensive income attributable to:                  
Equity holders of the parent                                                   44 450       305 402 
Non-controlling interest                                                       14 694        58 588 
                                                                               59 144       363 990 
                  
Basic earnings per share (cents)                                                 16.5         134.0
Diluted earnings per share (cents)                                               15.1         123.1


CONDENSED STATEMENT OF CHANGES IN EQUITY                              
                                                                                             Share-
                                                                  Total                       based
                                      Share         Share         share      Treasury       payment
                                    capital       premium       capital        shares       reserve
                                      R'000         R'000         R'000         R'000         R'000
Balance at 1 September 2016           2 195       320 511       322 706        (2 559)        8 999 
Total comprehensive income for year       -             -             -             -             - 
Profit for the year                       -             -             -             -             - 
Fair value gain on revaluation of 
  property, plant and equipment           -             -             -             -             - 
Tax effects on revaluations               -             -             -             -             - 
Share-based payment expense               -             -             -             -         2 847 
Settlement of share-based payment         -             -             -             -           (20)
Treasury shares cancelled               (17)       (4 680)       (4 697)        2 559             - 
Treasury shares acquired                  -             -             -        (1 107)            - 
Foreign currency translation reserve      -             -             -             -             - 
Ordinary shares issued                    1            91            92             -             - 
Capital distribution                      -        (8 782)       (8 782)            -             - 
Change in shareholding                    -             -             -             -             - 
Balance at 31 August 2017             2 179       307 140        309 319       (1 107)       11 826 
                                    
Balance at 1 September 2017           2 179       307 140        309 319       (1 107)       11 826 
Total comprehensive income for year       -             -             -             -             - 
Profit for the year                       -             -             -             -             - 
Fair value gain on revaluation of 
  property, plant and equipment           -             -             -             -             - 
Tax effects on revaluations               -             -             -             -             - 
Share-based payment expense               -             -             -             -         3 977 
Settlement of share-based payment         -             -             -             -          (122)
Treasury shares cancelled               (19)       (5 499)       (5 518)        5 518             - 
Treasury shares acquired                  -             -             -        (4 548)            - 
Foreign currency translation reserve      -             -             -             -             - 
Ordinary shares issued                    4           559           563             -             - 
Capital distribution                      -       (10 867)      (10 867)            -             - 
Change in shareholding                    -             -             -             -             - 
Balance at 31 August 2018             2 164       291 333        293 497        (137)        15 681 
                                    
                                                                               Note 2            

                                    Foreign
                                   currency                                                    Non-
                                translation    Fair value   Accumulated                 controlling         Total
                                    reserve       reserve  profit/(loss)        Total      interest        equity
                                      R'000         R'000         R'000         R'000         R'000         R'000
Balance at 1 September 2016               -        12 389       214 655       556 190        45 032       601 222 
Total comprehensive income for year       -        13 761       291 777       305 538        58 588       364 126 
Profit for the year                       -             -       291 777       291 777        58 588       350 365 
Fair value gain on revaluation of 
  property, plant and equipment           -        17 733             -        17 733             -        17 733 
Tax effects on revaluations               -        (3 972)            -        (3 972)            -        (3 972)
Share-based payment expense               -             -             -         2 847             -         2 847 
Settlement of share-based payment         -             -             -           (20)            -           (20)
Treasury shares cancelled                 -             -             -        (2 138)            -        (2 138)
Treasury shares acquired                  -             -             -        (1 107)            -        (1 107)
Foreign currency translation reserve   (137)            -             -          (137)            -          (137)
Ordinary shares issued                    -             -             -            92             -            92 
Capital distribution                      -             -             -        (8 782)            -        (8 782)
Change in shareholding                    -             -        (2 178)       (2 178)          404        (1 774)
Balance at 31 August 2017              (137)       26 150       504 254       850 305       104 024       954 329 
                                    
Balance at 1 September 2017            (137)       26 150       504 254       850 305       104 024       954 329 
Total comprehensive income for year       -         4 923        35 657        40 580        14 694        55 274 
Profit for the year                       -             -        35 657        35 657        14 694        50 351 
Fair value gain on revaluation of 
  property, plant and equipment           -         6 344             -         6 344             -         6 344 
Tax effects on revaluations               -        (1 421)            -        (1 421)            -        (1 421)
Share-based payment expense               -             -             -         3 977             -         3 977 
Settlement of share-based payment         -             -             -          (122)            -          (122)
Treasury shares cancelled                 -             -             -             -             -             - 
Treasury shares acquired                  -             -             -        (4 548)            -        (4 548)
Foreign currency translation reserve  3 870             -             -         3 870             -         3 870 
Ordinary shares issued                    -             -             -           563             -           563 
Capital distribution                      -             -             -       (10 867)            -       (10 867)
Change in shareholding                    -             -        (3 701)       (3 701)       24 684        20 983 
Balance at 31 August 2018             3 733        31 073       536 210       880 057       143 402     1 023 459
                                    
                                    


CONDENSED STATEMENT OF CASH FLOWS                  
                                                                             Reviewed       Audited
                                                                           Year ended    Year ended
                                                                            31 August     31 August
                                                                                 2018          2017
                                                                                R'000         R'000
Cash flows from operating activities                    
Cash generated from operations                                                104 578       156 188 
Finance income                                                                  8 989        10 710 
Dividends received                                                              3 625           297 
Dividends received from associate                                               3 500             -
Finance costs                                                                (106 918)      (70 887)
Taxation paid                                                                    (846)       (9 452)
Net cash inflow from operating activities                                      12 928        86 856 
                  
Cash flows from investing activities                  
Acquisition of property, plant and equipment                                  (56 453)      (44 864)
Acquisition of and addition to investment properties                          (43 097)       (2 512)
Proceeds on disposal of non-current assets                                     27 273        18 489 
Loans receivable advanced                                                           -        (6 647)
Proceeds on disposal of associate                                                   -       190 751 
Loans advanced to joint ventures and associates                                (6 589)       (8 089)
Loans repaid by joint ventures and associates                                   3 530             -
Acquisition of associates                                                           -       (72 384)
Acquisition of held-for-trading and available-for-sale investments             (2 805)         (120)
Proceeds on disposal of investments                                             4 543         2 509 
Net cash (outflow)/inflow from investing activities                           (73 598)       77 133 
                  
Cash flows from financing activities                  
Issue of shares                                                                   563            92 
Acquisition of treasury shares                                                 (4 548)       (1 108)
Capital distribution                                                          (10 867)       (8 782)
Decrease in borrowings                                                       (110 543)      (54 216)
Increase in borrowings                                                        115 176        37 396 
Net cash outflow from financing activities                                    (10 219)      (26 618)
                  
Net (decrease)/increase in cash and cash equivalents                          (70 889)      137 371 
Cash and cash equivalents at the beginning of the year                        169 931        32 560 
Total cash and cash equivalents at the end of the year                         99 042       169 931


NOTES

1.  PRESENTATION OF ANNUAL FINANCIAL STATEMENTS
    Trematon Capital Investments Limited ("the company") is a company domiciled in South Africa. 
    The consolidated financial  statements of the company as at and for the year ended 31 August 2018 
    comprise the company and its subsidiaries (together referred to as "the group") and the group's 
    interest in associates and joint ventures.

    The financial statements were authorised for issue by the directors on 8 November 2018.

    The preliminary, condensed consolidated results ("the results") have been prepared in accordance 
    with the framework concepts and the measurement and recognition requirements of International 
    Financial Reporting Standards ("IFRS") and the SAICA Financial Reporting Guides as issued by 
    the Accounting Practices Committee and contain the information required by IAS 34 - Interim 
    Financial Reporting, the JSE Listings Requirements and the Companies Act. The accounting 
    policies and methods of computation applied in the presentation of the results are consistent 
    with those applied in the prior year. These accounting policies and methods of computation are 
    in terms of IFRS.

    The results are stated in Rands, which is the company's functional and presentation currency.

    There have been no changes to the board of directors during the year under review.

    The results have been reviewed by the company's independent auditors, Mazars. Their unmodified 
    review opinion is available for inspection at the company's registered office. Their review was 
    conducted in accordance with ISRE 2410 "Review of interim financial information performed by the 
    independent auditor of the entity". The auditor's report does not necessarily report on all of 
    the information contained in these results. Shareholders are therefore advised that in order to 
    obtain a full understanding of the nature of the auditor's engagement they should obtain a copy 
    of the auditor's report together with the accompanying financial information from the company's 
    registered office.

                                                                             Reviewed       Audited
                                                                           Year ended    Year ended
                                                                            31 August     31 August
                                                                                 2018          2017
2.  Treasury shares            
    Number of shares held at year-end                                          43 871       423 650
                   
    The weighted average price of the treasury shares purchased during 
    the year was R2.98 per share (2017: R2.60).            
                  
                                                                                R'000         R'000
3.  Related party transactions            
    Profits from equity accounted joint ventures                               16 389        44 342 
    Profit from equity accounted associates                                     8 994         3 519 
    Interest received from associates                                              99            80 
    Interest received from joint ventures                                       1 088         2 060 
    Administration fees received from associates                                   78           607 
    Administration fees received from joint ventures                              668           646 
    Directors' emoluments                                                      13 050        16 069

                                                                      Reviewed                     Audited
                                                                     Year ended                   Year ended
                                                                      31 August                    31 August  
                                                                  Gross           Net         Gross           Net
                                                                   2018          2018          2017          2017
                                                                  R'000         R'000         R'000         R'000
4.  RECONCILIATION OF HEADLINE EARNINGS PER SHARE                        
    Headline earnings per share is calculated as follows:                        
    Profit attributable to equity holders of the parent                        35 657                     291 777 
    Fair value adjustment on investment properties              (32 768)      (21 001)     (219 883)     (119 261)
    Fair value adjustments within equity accounted profits      (17 254)       (8 261)      (57 292)      (36 701)
    Realised profit on sale of associate                              -             -       (91 795)      (91 795)
    Realised (profit)/loss on sale of property, plant 
      and equipment                                              (2 187)         (255)          282           219 
    Headline earnings                                                           6 140                      44 239 
                              
    Headline earnings per share (cents)                                           2.8                        20.3 
    Diluted headline earnings per share (cents)                                   2.6                        18.8 
                              
    The calculation of headline earnings per share is based on the weighted average number of 
    216 641 331 shares in issue during the year (2017: 217 710 577).

    The calculation of diluted headline earnings per share is based on the diluted weighted average 
    number of 236 083 197 shares in issue during the year (2017: 235 858 407).

5.  SEGMENTAL INFORMATION
                                                         Property                      UK   Corporate     
                                              Gaming  investments  Education  investments   and other       Total
                                               R'000        R'000      R'000        R'000       R'000       R'000
    2018                                    
    Revenue                                        -      273 593     40 358            -       3 625     317 576 
    Net income before tax                          -       43 031     (3 492)       8 297       3 307      51 143 
    Total assets                                   -    2 008 620    154 813       84 855      49 422   2 297 710 
    Total liabilities                              -    1 266 950      3 793            -       3 508   1 274 251 
    Net asset value                                -      598 660    150 627       84 855      45 915     880 057 
    Intrinsic net asset value                      -      567 079    225 630       84 855     133 937   1 011 501 
                                          
    2017                                    
    Revenue                                      541      280 619     20 043            -          -      301 203 
    Net income before tax                     94 161      308 786        313          439        940      404 639 
    Total assets                                   -    1 885 744     79 789       72 687    198 991    2 237 211 
    Total liabilities                              -    1 275 113      7 769            -          -    1 282 882 
    Net asset value                                -      506 820     71 807       72 687    198 991      850 305 
    Intrinsic net asset value                      -      571 136     94 626       72 687    198 991      937 440
                                                

6.  SUBSEQUENT EVENTS
    The directors are not aware of any material event which occurred after the reporting date and 
    up to the date of this report, other than those noted below.

7.  CAPITAL DISTRIBUTION
    The capital distribution of R10.9 million (5.0 cents per share) which was declared on 
    8 November 2017 was paid to shareholders on 18 December 2017.

    The capital distribution was treated as a return of contributed tax capital to shareholders 
    recorded in the share register of the company at the close of business on 15 December 2017.

    On 8 November 2018, subsequent to year-end, the board of directors declared a capital 
    distribution of 5.25 cents per share as a return of contributed tax capital to shareholders 
    recorded in the share register of the company at the close of business on Friday, 14 December 2018.

    The directors have determined that this capital reduction distribution will be paid out of 
    qualifying contributed tax capital, as contemplated in the definition of "contributed tax capital" 
    in section 1 of the Income Tax Act, 1962. As the distribution will be regarded as a return of 
    capital and may have potential capital gains tax consequences, Trematon shareholders are advised 
    to consult their tax advisers regarding the impact of the distribution.

    The directors have reasonably concluded that the company will satisfy the solvency and liquidity 
    test immediately after the capital distribution.

    The net amount payable to shareholders is R11.4 million, being 5.25 cents per share, based on 
    the current number of 216 188 197 shares in issue.

    The income tax reference number of Trematon Capital Investments Limited is 9340/323/84/0.

    Last date to trade:                                                      Tuesday, 11 December 2018
    Ex-date:                                                               Wednesday, 12 December 2018
    Record date:                                                              Friday, 14 December 2018
    Payment date:                                                            Tuesday, 18 December 2018

    Share certificates may not be dematerialised or rematerialised between Wednesday, 12 December 2018 
    and Friday, 14 December 2018, both days inclusive.
 

CHAIRMAN'S REPORT
The group has made a very successful transition from a passive investment company in 2005 when the 
current management took control, to a hub of entrepreneurial businesses with strategic and 
operational skills and a proven ability to source and execute value-added transactions across a 
wide range of industries.

Four out of the five largest businesses (Aria Property Group, Resi Investment Group, Generation Schools 
and ASK Partners) in the group were established and co-founded by the group from scratch and 
Club Mykonos, although it was an existing business, has been dramatically reshaped and has had 
several new profitable operations added. The group has a philosophy of making well-priced investments 
but the real skill in these endeavours is the selection of partners and management who can add value. 
The management of the various businesses is independent, and each group company has its own unique 
culture and uses the group skills in different ways. Some businesses are relatively passive 
investments while others have full operational involvement depending on the business's individual 
needs and operating life cycle. 

We own some businesses entirely and have the capacity to manage those and we continue to seek out 
partners and co-investors in areas where we can bring complementary skills to a transaction.

The majority of our businesses are focused in the Western Cape and the past financial year brought 
some unique challenges borne of overall economic weakness and the drought. Despite this, all of our 
operations added value and performed creditably.

All of the businesses in the group have the ability to grow. When the economy recovers from the 
current recession the growth in intrinsic value should meet or exceed expectations.

The Trematon Group is fortunate to be able to call on an engaged and high-quality board of directors 
and experienced and committed management, most of whom have been with the group for at least a 
decade. I thank them all for their hard work and dedication.

I have conferred with my colleagues on the board and have indicated to them my intention to 
retire from the board at the next AGM. The Trematon journey has been very positive and I have 
enjoyed watching the executive group develop into a well-balanced team with diverse skills and a 
well-earned reputation for innovation, attention to detail and fair dealing.


Monty Kaplan
Chairman


CHIEF EXECUTIVE OFFICER'S AND CHIEF FINANCIAL OFFICER'S JOINT REPORT
Group intrinsic net asset value ("INAV") exceeded R1 billion for the first time in 2018 and 
represents an important symbolic benchmark. In April 2005 Trematon was a very small company with 
a limited capital base and no operational businesses. Thirteen years later, the group is now a 
recognised innovator with the ability to purchase, establish, manage and exit projects in the 
areas of commercial property, residential property, education and leisure.

Trematon's earnings patterns are lumpy. The business has grown its annuity income operations 
substantially over the past few years but investment disposals, acquisitions and fair value 
adjustments can always create once-off swings in earnings. Over the past year there have been 
several realisations and revaluations which have resulted in an 8.5% increase in INAV. A large 
portion of the group's investments is backed by property values and the performance of this asset 
class has been muted in the past 12 months. This performance compares favourably with our industry 
peers.

An important measure of Trematon's value is INAV, which gives shareholders a realistic valuation 
of the underlying assets of the business. This is calculated and explained in detail in a separate 
INAV report which can be found below.

The 2018 distribution of 5.25 cents per share is an increase of 5% over the prior year, which 
represents eight years of uninterrupted distribution growth. 

The group has five major investments of which four were new ventures from inception. Head office 
involvement in each business varies depending on the stage of growth and the specific needs of the 
business. Each entity has committed, incentivised and competent management and each has growth 
prospects which have the potential to achieve the group's target internal rate of return ("IRR") 
of 20% per annum. We are under no illusions that this target will be easily achieved, and the 
South African economy would need to improve in order for us to meet our objectives, but we are 
well positioned to access growth in each market segment.

RESULTS
Group revenue (excluding sales of property and land) grew 61% which reflects the increased annuity 
income component of our operating businesses. Rental income increased due to the letting-up of the 
Pier Place redevelopment and school income increased as a result of the opening of new schools and 
an increase in student numbers.

The group's total comprehensive income for the year attributable to equity holders was 
R44.5 million (2017: R305.4 million). This translates into earnings per share of 16.5 cents 
(2017: 134.0 cents) and headline earnings per share of 2.8 cents (2017: 20.3 cents).

This decrease in earnings and headline earnings was mainly due to a large once-off profit in the 
prior year from the sale of the Mykonos Casino and the adjacent land. Fair value adjustments 
on investment properties were at a lower level than the prior year. There were also increases 
in operating expenses, resulting from the acquisition of additional properties in Aria Property 
Group and the increase in school operating expenses in Generation Education which is in line with 
expectations and the projected growth of the businesses. 

Net asset value ("NAV") has increased by 4.1% to 407 cents (2017: 391 cents) per share while INAV, 
which provides investors with a realistic and transparent evaluation of Trematon's performance and 
value, increased by 8.5% to 468 cents (2017: 431 cents) per share. NAV reflects the book values 
of the various investments in terms of IFRS, but does not take into account the market value of 
certain investments such as inventory and investments in joint ventures and associates that are 
equity accounted in terms of the required accounting standards. The INAV shows these assets at 
their realisable market values.

CLUB MYKONOS LANGEBAAN 
(100%) ("CML")
The Club Mykonos Resort performed ahead of its peers in the hospitality industry in the 
Western Cape although it was affected by the poor holiday season in Cape Town caused by the 
drought and other factors. The various restaurants, the boatyard and the marina generate stable 
income. The resort continues to improve steadily with further substantial upgrades to the restaurant 
facilities and conference centre planned for early 2019.

CML's contribution to INAV grew by 4% due to increases in property values and its contribution 
to group profit was R10.7 million (2017: R141.8 million). The prior-year profits included the sale 
of the Mykonos Casino and vacant land adjacent to the casino. During the current year the latest 
development ("Marina Edge") which consists of 16 serviced plots on the edge of the Mykonos Marina, 
was launched, with nine plots having been sold to date. Sales prices range from R2 million to 
R3 million per plot.

The Mykonos Marina showed strong growth even in the current difficult economic conditions and remains 
fully let with a substantial waiting list.

The Club Mykonos Boatyard, which has become an integral part of the Club Mykonos service offering, 
is also at full capacity. It includes 257 lock-up storage units in various sizes to accommodate a 
range of different storage needs.

CML continues to provide a stable income stream to the group with scope to increase value in the 
future via targeted development of the remaining zoned land, although the contribution to INAV is 
likely to grow at a slower rate than other group assets.

RESI INVESTMENT GROUP 
(100%) ("RESI")
Resi's portfolio of mid-range apartments provides stable income and some trading profits, albeit 
in a tighter market with rentals and property values under pressure. The ability to grow the 
business has, however, been hampered by a lack of suitable stock. While we remain committed to the 
residential sector in the Western Cape, it is our intention to diversify into other regions of 
South Africa in order to expand the Resi portfolio and secure the growth of the business.

We do trade in some units where we feel we have achieved our target with respect to maximum value 
gained. We continuously review our portfolio and where we feel the value has reached its maximum, 
we look to offload those properties and recycle the cash into new deals.

Resi's contribution to INAV decreased by 5% due to slight decreases in fair value adjustments. 
Resi contributed R3.6 million (2017: R28.3 million) to group profits. 

Resi's future contribution to group INAV is dependent on our ability to source attractively priced 
residential stock. Several potential transactions have been identified and will be announced when 
and if they are finalised.

GENERATION EDUCATION
(87%) ("GENERATION")
Generation has been operating since January 2016 and is still in an early growth phase. There are 
currently five operating schools with over 900 students (2017: 500 students) enrolled. We have 
secured three additional sites for which we are awaiting zoning approval and one site is currently 
under construction which is expected to be open in January 2019. 

Two of the five operating schools, Blue Moon in Plumstead and Generation Melkbos, are full and have 
waiting lists. Generation Sunningdale and Generation Hermanus have completed their expansions to 
include middle schools and intake has exceeded our projections. The younger age groups, up to 
age 12, are full at both the Sunningdale and Hermanus campuses. During the year an existing school 
was purchased in Hout Bay and will soon be undergoing expansion and refurbishment. 

Revenue has grown by 102% to R40.4 million (2017: R20 million) while Generation contributed 
R1 million (2017: R0.1 million) to group profits, which is a creditable performance given that 
expense ratios are inevitably higher in the start-up phases. Generation's contribution to INAV 
increased by 138% mainly due to increased investment in new school sites and organic growth within 
the schools. This was funded by group cash on hand.

ARIA PROPERTY GROUP
(60%) ("ARIA")
Aria's focus continues to be in the Western Cape and the company's brand value and local 
reputation have grown significantly over the past few years.

A highlight of the year was the highly successful redevelopment and tenanting of Pier Place, 
a 14-floor commercial office block on Cape Town's Foreshore. 

Despite a generally weak property market, the Aria team's ability to add value to underutilised 
assets has enabled asset value growth. The past financial year has been strong with the company 
focusing on the strengthening of both its income statement and balance sheet. Aria's contribution 
to INAV was similar to the previous financial year. Aria contributed R36 million (2017: 
R180.8 million) to group profits. Fair value adjustments in the current year have been lower than 
the prior year but the operating scale of the business has increased. 

Further redevelopments are planned for the next financial year. The portfolio is comprised almost 
entirely of medium-sized institutional grade properties and opportunities to add value and enhance 
the overall portfolio quality are being investigated.

ASK PARTNERS
(40%) ("ASK")
Towards the end of 2017 Trematon invested R72.4 million in ASK, which is based in the 
United Kingdom. The business provides innovative structured financing to property developers in the 
UK. This is currently Trematon's only offshore investment and meets our basic investment criteria 
based on projected investment returns in British Pounds and is not on any currency view.

ASK's contribution to group INAV grew 17% in the current financial year. The business is valued at 
cost plus equity accounted profits and any foreign exchange gains/losses. The business generated 
R12.2 million (2017: R0.4 million) profit for the group, which includes a R3.9 million forex gain. 
By the end of August 2018 ASK had completed 13 deals with a combined loan amount of £45 million 
(approximately R860 million). 

The investment has exceeded initial budgets and projections, both in terms of loans written and 
syndications and is on track to achieve our return objectives.

CONCLUSION
Trematon makes investments based on an attractive entry price and the potential to add value such 
that an IRR of 20% can be achieved on a three to five-year time frame. Each investment base case 
uses assumptions that we feel are conservative and we do not spend a large amount of time trying 
to forecast macroeconomic trends. However, without economic growth, it is difficult to forecast 
large increases in INAV with confidence. We are well positioned to capitalise on any increase in 
economic activity while weathering the current subdued economic realities.

Trematon has grown its INAV consistently since current management took over in 2005 and has 
increased distributions every year for the past eight years. The core management team has remained 
stable over this time and has consistently displayed an ability to identify, execute, manage and 
exit value-added transactions through both positive and negative economic cycles.

The prevailing stock market investment conditions do not favour investment holding companies, 
most of which are trading at substantial discounts to INAV. Most commentators note that the current 
discount to INAV for investment holding companies is at historically unprecedented levels. 

A critical question that investors might ask is how accurate the group's stated INAV is. Trematon 
has recycled its equity several times over the past 13 years and the group has not taken any INAV 
write-downs as the result of exiting investments. This is an indication that the stated INAV is 
realistic and represents the true after-tax value of the group's assets.

Our long-standing chairman, Monty Kaplan, has announced his intention to retire at the company's 
next AGM and the board is currently considering an appropriate replacement as well as other 
additions to the board. Monty has been a calm and thoughtful presence in our boardroom for the 
past 13 years and we thank him for his contribution to the group thus far. He has indicated that 
he will, in future, continue to be available to the group for counsel as required.


Arnold Shapiro                Arthur Winkler
Chief Executive Officer       Chief Financial Officer


INTRINSIC VALUE REPORT                  
Trematon is an investment holding company and uses the intrinsic value model to provide management 
and investors with a realistic and transparent way of evaluating Trematon's performance and value.

The intrinsic net asset value report below illustrates the intrinsic net asset value of all 
investment categories of the group for the year ended 31 August 2018. The preparation of the 
intrinsic net asset value is the responsibility of the directors of Trematon. The intrinsic net 
asset value has been prepared to assist investors in analysing future prospects of the group.

The financial information below has been compiled by using a combination of listed market values, 
external professional valuations, or directors' valuations, where applicable.

The intrinsic net asset value is also presented as part of the group's segment information in the 
audited annual financial statements and for comparative purposes, the prior year's information is 
also presented.
                  
                                                                               Intrinsic value      
                                                                           Year ended    Year ended
                                                                            31 August     31 August
                                                                                 2018          2017
                                                                  Notes         R'000         R'000
Club Mykonos Langebaan                                                1       138 246       132 836 
Aria Property Group                                                   1       227 199       226 860 
Resi Investment Group                                                 1       201 634       211 440 
Generation Education                                                  2       225 630        94 626 
ASK Partners                                                          3        84 855        72 687 
Other                                                                 4        34 895        29 060 
Cash                                                                           99 042       169 931 
Total                                                                       1 011 501       937 440 
                  
Number of shares in issue                                                 216 144 326   217 347 679 
INAV per share (cents)                                                            468           431
                  

NOTES
1  The assets have been valued by using a combination of directors' valuation and/or external 
   professional valuers, where applicable.
2  The school operations have been valued using a combination of discounted cash flows and price-
   earnings models. The school properties are carried at market value using directors' valuations 
   for completed schools and build costs incurred to date on school properties under construction.
3  The investment is carried at cost plus equity accounted profits and foreign currency gains/losses 
   at year-end.
4  "Other" includes listed shares, held directly and indirectly, and other minor assets less 
   related debt.



Domicile and registered office
3rd Floor, Aria North Wharf, 42 Hans Strijdom Avenue, Foreshore, Cape Town, 8001
PO Box 15176, Vlaeberg, 8018, South Africa

Contact details
Tel: 021 421 5550

Directors
M Kaplan (Chairman)*#, AJ Shapiro (Chief Executive Officer), AL Winkler (Chief Financial Officer), 
JP Fisher*#, A Groll, AM Louw*#, R Stumpf*  * Non-executive  # Independent

Secretary
SA Litten

Transfer secretaries
Link Market Services South Africa (Pty) Limited
19 Ameshoff Street, Braamfontein, 2001

Sponsor
Sasfin Capital, a member of the Sasfin Group

Auditor
Mazars
Engagement partner - Yolandie Ferreira

Published date
19 November 2018

Prepared by
The group financial results have been prepared under the supervision of the chief financial officer, 
Mr AL Winkler CA (SA).

The preliminary condensed consolidated results have been independently reviewed in compliance with 
the requirements of the Companies Act of South Africa.

www.trematon.co.za



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