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NUTUN LIMITED - Unaudited Interim Results for the half year ended 31 March 2025

Release Date: 20/05/2025 07:05
Code(s): NTU TC002     PDF:  
Wrap Text
Unaudited Interim Results for the half year ended 31 March 2025

Nutun Limited                                             Nutun Investments Limited
(formerly known as "Transaction Capital Limited")         (formerly known as "TransCapital Investments
(Incorporated in the Republic of South Africa)            Limited")
Registration number: 2002/031730/06                       (Incorporated in the Republic of South Africa)
JSE share code: NTU                                       Registration number: 2016/130129/06
ISIN: ZAE000167391                                        Bond company code: TCII
("Nutun" or "the company" or "the group")                 LEI: 378900AA31160C6B8195
                                                          ("Nutun Investments")


UNAUDITED INTERIM RESULTS FOR THE HALF YEAR ENDED 31 MARCH 2025

Following the transformative corporate activity concluded during the 2024 financial year the
simplified group continued trading during the 2025 financial year as a global specialist Business
Process Outsourcing (BPO) operator and an innovative provider of collection and debt acquisition
services in South Africa. The group changed its name to Nutun Limited as announced on SENS on
5 March 2025.

The Nutun business consists of two focused and distinct customer-centric divisions: Nutun
International and Nutun South Africa. The operating structure enables each division to focus solely
on its respective target markets, utilising their core competencies and competitive advantages under
the single Nutun brand to deliver superior service to clients while leveraging group resources.

Nutun South Africa focusses exclusively on collections and recoveries services for clients in South
Africa both as a principal in relation to the acquisition of unsecured non-performing loan (NPL)
portfolios and as an agent on behalf of its clients in South Africa within the financial services,
specialist lending and retail sectors.

Nutun International focusses on BPO customer engagement services, including customer
acquisition and retention, customer experience, collection and recovery services for clients located
in the United Kingdom, the United States and Australia within the utilities, financial services, retail,
telecommunications and e-commerce sectors. Growth is focused on market segments in which the
division has entrenched expertise and where it is well differentiated.

Performance – core continuing operations

Continuing operations include the Nutun operations and the legacy group head office which is now
part of the simplified group and which is no longer separately reported.
                                                                             Half year
                                                              Half year       ended 31
                                                               ended 31          March
                                                                  March      2024 ("H1
                                                              2025 ("H1         2024")
 Key Performance Indicators (Rm)                                 2025")    (restated*)      Change

 Revenue and other income                                          1480           1536        (4%)
   Nutun South Africa                                               917            978        (6%)
   Nutun International                                              563            558          1%

 EBITDA                                                             615            736       (17%)

 Amortisation of purchased book debts                               422            400          5%

 Net interest cost                                                  233            348       (33%)

 Continuing core loss                                              (71)          (104)         32%

 Purchased book debt ("PBD")
   Cost of Purchased books acquired                                 272            123        121%
   Carrying value of purchased books                              4 353          4 388        (1%)
   Estimated remaining collections                                7 808          7 794           -

 Clients
   Nutun South Africa                                                23             34       (32%)
   Nutun International                                               35             33          6%

 Number of BPO seats                                              2 069          2 056           -

* Comparative information for 31 March 2024 has been restated for the correction of identified prior
  period errors in terms of IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors.

Continuing core earnings improved to a loss of R71 million from a loss of R104 million in H1 2024,
primarily due to:

   -   Nutun South Africa
          - a reduction in PBD revenue of R70 million (9%) due to reduced NPL portfolio
            acquisitions in FY 2024 and H1 2025 and the ongoing adverse economic environment
            and its resultant impact on consumer payment behaviour
          - an increase in agency commission and fee revenue by R11 million (6%) despite a
            reduction in the number of clients as a result of a deliberate focus on more strategic,
            scalable and sizeable mandates
          - overhead increases due to provision releases of R70 million in H1 2024. Note that
            non-recuring legacy costs of R62 million in the Transaction Capital group head office
            were excluded from core earnings in H1 2024
          - reduced collections on existing portfolios due to deteriorating consumer payment
            behaviour, combined with an ageing portfolio due to the lack of adequate recency,
            resulting in a 5% increase in the portfolio amortisation cost from R400 million in
            H1 2024 to R422 million in H1 2025
          - a reduction in net interest costs by R118 million due to the settlement of debt from
            the proceeds of the WeBuyCars ('WBC'), Nutun Australia and Nutun Transact
            disposals.
   -   Nutun International
          - revenue flat on H1 2024 while the business continues to recalibrate its client base as
            it diversifies by geography and industry. The revenue was concentrated during
            H1 2024 to a limited number of clients located in the United Kingdom energy sector
            where performance has normalised post stabilisation of the UK utility sector. The
            client base has grown to 35 clients with 2 069 billable seats by H1 2025
          - overhead decreases due to cost savings, net of inflationary increases, of R21 million
            driven by ongoing efficiencies.

Refer to group continuing core results below for a reconciliation of continuing core earnings to
continuing headline earnings to continuing basic earnings.

Performance – group including discontinued operations

                                                                                            H1 2024
                                                           Units          H1 2025       (restated*)
 Core loss from continuing operations                         Rm             (71)             (104)
 Core loss from discontinued operations                       Rm                -           (1 445)
 Core loss from total operations                              Rm             (71)           (1 549)
 Core loss per share from total operations                 cents            (9.1)           (201.2)

 Headline loss from total operations                          Rm            (135)           (1 780)
 Headline loss per share from total operations             cents           (17.2)           (231.2)

 Basic loss from total operations                             Rm             (64)           (1 723)
 Basic loss per share from total operations                cents            (8.2)           (223.8)

* Comparative information for 31 March 2024 has been restated for the correction of identified prior
period errors in terms of IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors.

The group's results for H1 2025 are presented to distinguish between the performance of continuing
operations and discontinued operations. The discontinued operations include WeBuyCars, Nutun
Australia, Nutun Transact, Mobalyz and Transaction Capital Business Solutions. The comparative
period has been restated as a result of prior period adjustments and also in accordance with IFRS 5,
which pertains to Non-current Assets Held for Sale and Discontinued operations for Mobalyz which
was included in continuing operations in H1 2024.

Discontinued operations core earnings is made up as follows:

                                                                                             H1 2024
                                                                               H1 2025   (restated*)
                                                                             R million     R million
 Mobalyz                                                                             -       (1 789)
 WeBuyCars                                                                           -           327
 Nutun Australia                                                                     -            10
 Nutun Transact                                                                      4            10
 Transaction Capital Business Solutions                                            (4)           (3)
 Core loss from discontinued operations                                              -       (1 445)

* Comparative information for 31 March 2024 has been restated for the correction of identified prior
period errors in terms of IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors.

Balance sheet and liquidity

As announced on SENS on 17 February 2025, the group secured commitments from its main bank
funders to retain all funding lines that mature before 30 September 2027 to 30 September 2027 or
beyond. The group has access to the necessary funding and liquidity to increase its activity in
acquiring unsecured NPL portfolios and to invest in BPO growth opportunities.

Outlook

The outlook on Nutun's medium-term and long-term potential is positive, however, while much has
been achieved in the first year of a two-year restructuring process, the H1 2025 results are reflective
of the fact that the transition will need time to become embedded, and gain traction, in the business.
The group has been simplified, with a material reduction in overheads achieved, including the
elimination of the group head office. Both divisions, Nutun South Africa and Nutun International,
remain customer focused with clear target markets and client-bases, streamlined cost architectures
and experienced management teams which enables them to capitalise on their leading positions in
the South African collections and recovery market and the South African BPO offshoring market.

Whilst the group's liquidity position has been materially enhanced, thus enabling it to assertively re-
enter the book-buying market, its absence, combined with ongoing pricing disconnects within
certain sectors of the market, continues to delay the maintenance and growth of the portfolio.
Notwithstanding the growing pool of NPL portfolios in the market, the group continues to apply
rigorous credit and risk mitigation policies in its acquisition process.

Nutun International's increasingly diversified client base provides a stable and more tangible
platform for future growth, which is augmented by the tailwinds supporting the SA BPO sector in
general. Recent geopolitical events in the United States may be of concern, and whilst there has been
no negative impact yet, this will be closely monitored.

As part of the disposal of shares in Mobalyz Group Holdings Proprietary Limited, and in return for a 3
year commitment from its main bank funders to renew and/or revolve all facilities that mature before
30 September 2027, Nutun has agreed that 90% any dividends that it receives from Nutun Holdings
Proprietary Limited, if and when declared, will be utilised to acquire SA Taxi Holdings Proprietary
Limited loan claims to a value of R200 million, if settled by 26 November 2026, or R250 million, if
settled post that date.

Dividend

As communicated in FY 2023, cash dividends have been suspended until such time as the group has
completed its restructuring, with no cash dividend being declared in the current period.

Group continuing core results

Nutun assesses its performance using core continuing earnings, an alternative non-IFRS profit
measure, alongside IFRS profit. This, in terms of the JSE Listings Requirements, constitutes pro forma
financial information. The reported amounts and adjustments are extracted without adjustment from
the group's unaudited condensed consolidated financial statements for the half year ended 31
March 2025 or underlying accounting records of the group.

The pro forma financial information, which is the responsibility of the group's directors, is presented
in accordance with the JSE Listings Requirements and the SAICA Guide on Pro Forma Financial
Information. The pro forma financial information is presented for illustrative purposes only. Because
of its nature, the pro forma financial information may not fairly present the group's financial position,
changes in equity, results of operations or cash flows.

Non-IFRS measures are not uniformly defined nor used by all entities and may not be comparable
with similarly labelled measures and disclosures provided by other entities. Management considers
that core continuing earnings is an appropriate alternative performance measure to enhance the
comparability and understanding of the financial performance of the group. The Group has set out
its policy to calculate core continuing earnings below.

Nutun calculates headline earnings in accordance with the latest SAICA Circular 'Headline Earnings'.

Core continuing earnings is calculated by adjusting headline earnings for the following:

    -   Once-off transaction costs which are directly attributable to corporate activity (which
        comprises mostly legal and consulting fees).
    -   Adjustments on put and call options over non-controlling interests, namely imputed interest
        on the put option liability, re-measurements of the put option liability and fair value
        adjustments on the call option derivative.
    -   Once-off or accelerated items, where these are reasonably expected not to re-occur in the
        ordinary course of business in future reporting periods.
    -   Adding back specified headline earnings exclusions, if the gain/loss is considered part of
        Nutun's normal operations.

These adjustments are considered annually based on the transforming nature of the group.
Management is responsible for the calculation of core continuing earnings and determining the
inclusions and exclusions in accordance with the policy. The Nutun audit and risk committee reviews
the core continuing earnings for transparency and consistency.

The reconciliation of continuing basic (loss)/ earnings, continuing headline (loss)/ earnings and core
continuing loss is as follows:

                                                                                           H1 2024
 Rm                                                                    Note    H1 2025 (restated*)
 Continuing basic (loss)/ earnings                                               (122)        (57)
 Impairment of an investment                                              1          -          99
 Recycled forex profit                                                    2          -        (26)
 Loss on disposal of PPE                                                             -           2
 Continuing headline (loss)/ earnings                                            (122)          18
 Remeasurement of the Nutun CX put option liability                       3          -       (286)
 Imputed interest charge on the Nutun CX put option                       3          -          16
 Imputed interest charge on the WBC put option                            4          -          54
 Transaction costs                                                        5          4          32
 Impairment of an associate investment                                    6         47           -
 Non-repeating legacy costs in the Transaction Capital group head         7          -          62
 office
 Core continuing loss                                                             (71)       (104)

 
 Note 1: Impairment of an investment in Troy GmbH.
 Note 2: Recycled forex on TC Global Finance
 Note 3: These adjustments were made in terms of the Nutun CX option agreements. The option
         was cancelled in July 2024 when the group acquired the remaining 25% shareholding in Nutun
         CX. Please refer to note 25 of Transaction Capital's audited consolidated and company financial
         statements for the year ended 30 September 2024 for details relating to the Nutun CX option.
 Note 4: This adjustment was made in terms of the WBC Holdings option agreements. The option
         agreements were cancelled in March 2024 when WBC was unbundled by the group. Please refer
         to note 25 of Transaction Capital's audited consolidated and company financial statements for
         the year ended 30 September 2024 for detail relating to WBC unbundling and the impact of the
         option agreements.
 Note 5: Once-off costs incurred in relation to the restructuring of the group. H1 2025 relates to
         restructuring the group's funding arrangements and H1 2024 relates to the WBC unbundling and
         the Mobalyz restructure and disposal.
 Note 6: Impairment of financial assets which were held by TC Global Finance.
 Note 7: These relate to intercompany cost eliminations between continuing and discontinued
         operations.

* Comparative information for 31 March 2024 has been restated for the correction of identified prior
period errors in terms of IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors.
The reconciliation of discontinued basic (loss)/ earnings, discontinued headline (loss)/ earnings
and core discontinued loss is as follows:

                                                                                           H1 2024
 Rm                                                                   Note     H1 2025 (restated*)
 Discontinued basic (loss)/ earnings                                                58     (1 666)
 Profit on disposal of Nutun Transact                                             (71)           -
 Recycled forex                                                          1           -        (88)
 Profit on disposal of subsidiary                                        2           -        (47)
 Impairment of Intangibles Mobalyz                                                   -           2
 Impairment of PPE Mobalyz                                                           -           1
 Discontinued headline (loss)/ earnings                                           (13)     (1 798)
 Transaction costs                                                       3          13          68
 Remeasurement of the WBC put option liability                           4           -         347
 Non-repeating legacy costs in the group head office                     5           -        (62)
 Core discontinued loss                                                              -     (1 445)

 Note 1: Recycled forex on Nutun Australia
 Note 2: Profit on disposal of Nutun Australia
 Note 3: Once-off costs incurred in relation to the restructuring of the group. H1 2025 relates to
         the disposal of Nutun Transact and H1 2024 relates to the disposal of Nutun Australia, the WBC
         unbundling and the Mobalyz restructure and disposal.
 Note 4: This adjustment was made in terms of the WBC Holdings option agreements. The option
         agreements were cancelled in March 2024 when WBC was unbundled by the group. Please refer
         to note 25 of Transaction Capital's audited consolidated and company financial statements for
         the year ended 30 September 2024 for detail relating to WBC unbundling and the impact of the
         option agreements.
 Note 5: These relate to intercompany cost eliminations between continuing and discontinued
         operations.

* Comparative information for 31 March 2024 has been restated for the correction of identified prior
period errors in terms of IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors.

Other information

Shareholders and noteholders are advised that this announcement represents a summary of the
information contained in the unaudited financial statements for the half year ended 31 March 2025
and does not contain full or complete details. Any investment decisions by investors and/or
shareholders should be based on a consideration of the full unaudited financial statements which
are available on https://senspdf.jse.co.za/documents/2025/JSE/ISSE/NTUE/HY25.pdf and on Nutun's
website: https://www.nutun.com/investor-relations/limited

This short form announcement, including any forward looking financial information, has not been
reviewed or reported on by Nutun's external auditors and is the responsibility of the directors.

The 2025 Interim Results Presentation (May 2025) is available on Nutun's website:
https://www.nutun.com/media/legal-centre/nutunntuhy25presentation.pdf

Changes to the board of directors of Nutun and Nutun Investments for the half year ended 31 March 2025

Christopher Seabrooke retired as an independent non-executive director of Nutun with effect from
31 December 2024. Consequently, he also retired as a member of the audit and risk committee and
as a member of the remuneration and nomination committee.

Albertinah Kekana was appointed to the Nutun audit and risk committee effective from
1 January 2025.

Roberto Rossi resigned as an executive director of Nutun and was appointed as a non-executive
director of the board effective from 1 October 2024.

Michael Mendelowitz resigned as an executive director of Nutun and was appointed as a non-
executive director of the board effective from 1 April 2025.

Mark Herskovits resigned as the CFO and executive director of Nutun and Nutun Investments and as
the Debt Officer of Nutun Investments effective from 31 March 2025. Rob Huddy was appointed as
the CFO and executive director of Nutun and Nutun Investments and as the Debt Officer of Nutun
Investments effective from 1 April 2025.

Approval by the board of directors

The information in this announcement has been reviewed and approved by the board of directors on
20 May 2025, and is signed on its behalf by:

Jonathan Jawno                                        Rob Huddy

Chief executive officer                               Chief financial officer


Sandton

Date of release on SENS: 20 May 2025

Registered office:
115 West Street, Sandton, 2196
P.O. Box 41888, Craighall, 2024, Republic of South Africa
Tel: +27 (0) 11 049 6700
Fax: +27 (0) 11 049 6899

Directors:
Ian Kirk (Chairman)*, Jonathan Jawno (Chief executive officer), Rob Huddy (Chief financial officer),
Michael Mendelowitz**, Roberto Rossi**, Suresh Kana (Lead independent director)*, Albertinah
Kekana*, Diane Radley*, Sharon Wapnick*
(*Independent non-executive)
(** Non-independent non-executive)
Company secretary:
Lisa Lill

Auditor:
PwC

JSE equity sponsor:
Investec Bank Limited

JSE debt sponsor:
Merchantec Capital

Transfer secretaries:
Computershare Investor Services Proprietary Limited

Enquiries:
IR@nutun.com

Date: 20-05-2025 07:05:00
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