Wrap Text
Audited Condensed Group Results For The Year Ended 31 August 2017
African Equity Empowerment Investments Limited
(Incorporated in the Republic of South Africa)
Registration number 1996/006093/06
Share code: AEE and ISIN: ZAE000195731
("AEEI" or "the Group" or "the Company")
Audited Condensed Group results for the year ended 31 August 2017
Condensed Group Statement of Financial Position
Audited Audited
Group Group
31 August 31 August
2017 2016
R'000 R'000
Assets
Non-current assets 1 855 213 1 428 019
Property, plant and equipment 154 527 147 086
Goodwill 82 940 56 832
Intangible assets 384 027 338 640
Investments in associates 780 559 169
Investment in joint ventures 33 115
Other loans receivable 8 366 9 496
Other financial assets 425 524 856 571
Deferred tax 17 578 17 310
Prepayments 1 659 1 800
Current assets 966 940 263 200
Inventory 64 181 45 439
Biological assets 54 323 48 169
Other loans receivable 26 771 6 805
Current tax receivable 1 591 1 465
Trade and other receivables 195 050 96 482
Cash and cash equivalents 625 024 64 840
Total assets 2 822 153 1 691 219
Equity
Share capital and share premium 403 177 403 177
Reserves 8 030 8 034
Retained income 866 286 505 241
1 277 493 916 452
Non-controlling interest 760 627 84 583
2 038 120 1 001 035
Liabilities
Non-current liabilities 461 302 560 008
Other financial liabilities 245 622 253 004
Deferred tax 211 046 299 102
Other non-current liabilities 4 634 7 902
Current liabilities 322 371 130 176
Trade and other payables 169 984 74 262
Other financial liabilities 47 232 12 587
Current tax payable 32 506 9 906
Provisions 27 642 23 390
Other current liabilities 485 260
Bank overdraft 44 522 9 771
Liabilities of disposal groups 360
Total equity and liabilities 2 822 153 1 691 219
Net asset value per share (cents) 260.00 186.52
Condensed Group Statement of Profit and Loss and Other Comprehensive Income
For the year ended 31 August 2017
Restated
Audited Audited
Group Group
31 August 31 August
2017 2016
R'000 R'000
Revenue 1 052 196 735 569
Cost of sales (654 210) (460 278)
Gross profit 397 986 275 291
Other income 3 960 2 712
Other operating expenses (297 289) (168 960)
Net impairments, impairment reversals and write-offs (2 605) 5 363
Fair value adjustments 535 083 194 947
Gain on bargain purchase 11 898 -
Gain on disposal of business and subsidiary 6 019 1 034
Profit from equity accounted investments 30 203 242
Investment revenue 23 903 3 305
Finance cost (28 267) (26 194)
Profit before taxation 680 891 287 740
Taxation (155 029) (79 332)
Profit from continuing operations 525 862 208 408
Profit from discontinued operations 2 810 119
Profit for the year 528 672 208 527
Other comprehensive income:
Exchange differences on translating foreign operations (4) -
Total comprehensive income 528 668 208 527
Equity holders of the parent 477 085 216 623
Non-controlling interest 51 583 (8 096)
528 668 208 527
Basic and diluted earnings per ordinary share (cents) 97.10 44.09
Weighted (and fully diluted) average number of ordinary
shares in issue ('000s) 491 339 491 339
Condensed Group Statement of Changes in Equity
For the year ended 31 August 2017
Attributable Non-
To Controlling Total
Parent interest Equity
R'000 R'000 R'000
Balance at 01 September 2015 712 106 92 443 804 549
Profit for the year 216 623 (8 096) 208 527
Dividends paid (12 292) (2 234) (14 526)
Changes in ownership interest 15 (50) (35)
Change in ownership - control not lost - 2 520 2 520
Balance at 31 August 2016 916 452 84 583 1 001 035
Profit for the year 477 089 51 583 528 672
Other comprehensive income (4) - (4)
Dividends paid (25 804) (5 985) (31 789)
Changes in ownership interest
(disposal and share issue) - control not lost (91 355) 620 544 529 189
Business combinations 1 115 9 902 11 017
Balance at 31 August 2017 1 277 493 760 627 2 038 120
Condensed Group Statement of Cash Flows
For the year ended 31 August 2017
Restated
Audited Audited
Group to Group to
31 August 31 August
2017 2016
R'000 R'000
Cash generated from operations 73 478 86 385
Interest revenue 23 903 3 305
Dividend revenue 30 064 30 045
Finance cost (28 267) (26 188)
Other operating activities (19 646) (18 170)
Net cash flows from operating activities 79 532 75 377
Cash flows from investing activities
Net movement in property, plant and equipment (24 485) (12 464)
Net movement in intangible assets (1 859) (2 060)
Business combination (1 559) -
Movement in other investing activities (3 503) (6 930)
Proceeds from sale of financial assets - 20 000
Purchase of financial assets (14 118) (136 509)
Dividend received from investment in associate 16 183 -
Net cash flows from investing activities (29 341) (137 963)
Cash flows from financing activities
Repayment of other financial liabilities (46 006) (59 789)
Receipt of other financial liabilities 45 519 171 839
Change in ownership 507 518 -
Dividends paid including minorities (31 789) (13 042)
Net cash flows from financing activities 475 242 99 008
Total cash movement for the year 525 433 36 422
Cash and cash equivalent at the beginning of the year 55 069 18 647
Cash and cash equivalents at the end of the year 580 502 55 069
Condensed Group Segmental Report - 2017
Combined technology
Fishing and brands Technology Telecommunications and telecommunications
R'000 R'000 R'000 R'000
Revenue 410 694 475 644 - 475 644
External sales 407 814 475 587 - 475 587
Intergroup sales 2 880 57 - 57
Segment results:
Operating profit 76 678 48 692 569 963 618 655
Profit from discontinued operations - 2 810 - 2 810
Included in the segment results:
Depreciation and amortisation (14 262) (3 997) - (3 997)
Gain on disposal of business - 6 019 - 6 019
Fair value adjustments - 13 570 000 570 013
Non-current assets 156 119 83 205 780 559 863 764
Current assets 706 873 213 958 6 213 964
Non-current liabilities 89 957 14 368 - 14 368
Current liabilities 88 181 142 506 34 142 540
Profit/(loss) from associates - (529) 30 814 30 285
Capital expenditure 17 543 3 268 - 3 268
Health and beauty Biotechnology Events and tourism Corporate
R'000 R'000 R'000 R'000
Revenue 14 886 99 124 235 130 611
External sales 14 886 99 118 813 29 098
Intergroup sales - - 5 422 101 513
Segment results:
Operating profit/(loss) 11 224 (13 169) (1 492) 32 747
Included in the segment results:
Net (impairments)/impairment reversals and write-offs - - - (2 605)
Depreciation and amortisation (73) (2 260) (239) (1 451)
Gain on bargain purchase 11 898 - - -
Fair value adjustments - - 286 40 171
Non-current assets 40 365 349 706 10 207 225 962
Current assets 17 756 3 337 19 160 5 806
Non-current liabilities 16 798 91 066 720 114 575
Current liabilities 19 245 3 955 16 090 52 360
Loss from associates (82) - - -
Capital expenditure - 16 89 135
Combined corporate
Food and strategic investments Group
R'000 R'000 R'000
Revenue 5 899 136 510 1 162 068
External sales 5 899 34 997 1 052 196
Intergroup sales - 101 513 109 872
Segment results:
Operating profit/(loss) (69 591) (36 844) 655 052
Profit from discontinued operations - - 2 810
Included in the segment results:
Net (impairments)/impairment reversals and write-offs - (2 605) (2 605)
Depreciation and amortisation - (1 451) (22 281)
Gain on bargain purchase - - 11 898
Gain on disposal of subsidiaries/business - - 6 019
Fair value adjustments (75 387) (35 216) 535 083
Non-current assets 209 091 435 053 1 855 213
Current assets 44 5 850 966 940
Non-current liabilities 133 817 248 392 461 302
Current liabilities - 52 360 322 371
Profit from associates - - 30 203
Capital expenditure - 135 21 051
Condensed Group Segmental Report - 2016
Combined technology
Fishing and brands Technology Telecommunications and telecommunications
R'000 R'000 R'000 R'000
Revenue 401 692 169 910 15 550 185 460
External sales 401 210 168 666 15 550 184 216
Intergroup sales 482 1 244 - 1 244
Segment results:
Operating profit 74 814 31 649 224 659 256 308
Profit from discontinued operations - 3 156 - 3 156
Included in the segment results:
Depreciation and amortisation (13 608) (1 999) - (1 999)
Fair value adjustments - 14 209 109 209 123
Non-current assets 149 831 15 503 409 211 424 714
Current assets 159 452 67 424 7 67 431
Non-current liabilities 94 692 270 85 603 85 873
Current liabilities 58 968 20 978 32 21 010
Profit from associates - 160 - 160
Capital expenditure 9 295 1 121 - 1 121
Health and beauty Biotechnolog Events and tourism Corporate
R'000 R'000 R'000 R'000
Revenue 4 292 4 127 990 100 028
External sales 4 292 4 126 978 13 272
Intergroup sales - - 1 022 86 756
Segment results:
Operating profit/(loss) (1 850) (3 166) 5 199 12 216
Profit/(loss) from discontinued operations (3 134) - - 97
Included in the segment results:
Net (impairments)/impairment reversals and write-offs - 6 402 - (1 039)
Depreciation and amortisation (851) (2 609) (254) (1 286)
Gain on disposal of subsidiaries/business 1 034 - - -
Fair value adjustments - - (27) 24 495
Non-current assets 21 770 350 375 12 950 183 901
Current assets 7 944 2 223 19 282 6 868
Non-current liabilities 183 89 367 1 907 141 039
Current liabilities 2 567 1 078 16 047 30 506
Profit from associates 82 - - -
Capital expenditure - 527 287 1 261
Combined corporate
and strategic
Food investments Group
R'000 R'000 R'000
Revenue 5 597 105 625 825 073
External sales 5 597 18 869 735 569
Intergroup sales - 86 756 89 504
Segment results:
Operating profit/(loss) (33 134) (20 918) 310 387
Profit from discontinued operations - 97 119
Included in the segment results:
Net (impairments)/impairment reversals and write-offs - (1 039) 5 363
Depreciation and amortisation - (1 286) (20 607)
Gain on disposal of subsidiaries - - 1 034
Fair value adjustments (38 644) (14 149) 194 947
Non-current assets 284 478 468 379 1 428 019
Current assets - 6 868 263 200
Non-current liabilities 146 947 287 986 560 008
Current liabilities - 30 506 130 176
Profit from associates - - 242
Capital expenditure - 1 261 12 491
Note:
The Events and Tourism division excludes Magic 828 Proprietary Limited ("Magic") as the company was managed under the corporate office. Additionally, the investment
in BT Communication Services South Africa Proprietary Limited ("BT") was previously disclosed under Corporate division and is now disclosed under the
Telecommunications which forms part of the Technology division.
During the year under review, the Food and Fishing division was renamed to Fishing and Brands and the Healthcare division was renamed to Health and Beauty.
Determination of headline earnings
Audited Restated Audited
31 August 2017 31 August 2016
R'000 R'000
Earnings attributable to ordinary equity holders from continuing operations of parent entity IAS 33 474 275 216 504
Earnings attributable to ordinary equity holders from discontinued operations of parent entity IAS 33 2 810 119
Earnings attributable to ordinary equity holders of parent entity 477 085 216 623
Adjusted for:
Impairment of intangible assets IAS 38 - (4 368)
Loss on disposal of property, plant and equipment IAS 16 2 048 419
Gain on disposal of subsidiaries/business IFRS 3 (4 334) (744)
Gain on bargain purchase IFRS 3 (8 567) -
Headline earnings 466 232 211 930
- Continuing operations 463 422 211 811
- Discontinued operations 2 810 119
Weighted average number of shares ('000) 491 339 491 339
Headline earnings and diluted headline earnings per share (cents) 94.89 43.13
- Continuing operations 94.32 43.11
- Discontinued operations 0.57 0.02
Restated
Audited Audited
31 August 2017 31 August 2016
R'000 R'000
Total operating profit for reportable segments 655 052 310 387
Adjusted for:
Profit from equity accounted investments 30 203 242
Investment revenue 23 903 3 305
Finance cost (28 267) (26 194)
Profit before taxation 680 891 287 740
Taxation (155 029) (79 332)
Profit for the year and total comprehensive income from continuing operations 525 862 208 408
Profit from discontinued operations 2 810 119
Profit for the year 528 672 208 527
Other comprehensive income (4) -
Total comprehensive income for the year 528 668 208 527
Highlights compared to prior year:
- Revenue increased by 43% from R736m to R1 052m.
- Operating profit increased by 111% from R310m to R655m
- Earnings per share increased by 120% from 44.09 cents to 97.10 cents.
- Headline earnings per share increased by 120% from 43.13 cents to 94.89 cents.
- Total assets increased by 65% from R1.7bn to R2.8bn.
- Net asset value increased by 100% from R1bn to R2bn.
- Net cash generated from operating activities increased by 7% from R75m to R80m.
- Final dividend declaration of 5.50 cents per share to shareholders.
Group performance
For the year under review, revenue for the Group was exceptional, with outstanding operating profits and asset growth, due to the strong contributions from all the
underlying operations and investments. The consistent increase in earnings and asset growth during a year of ongoing economic volatility, as well as the rating
downgrade demonstrates the Group's efficient and effective business model during the challenging market conditions.
Group revenue increased significantly by 43% from R736m to R1 052m mainly due to the consistent growth in revenue from all our divisions and especially the fishing
and brands division, as well as the organic and acquisition growth during the year within the technology division and the improvement in the health and beauty division.
The Group's operating profit increased by 111% from R310m to R655m due to consistent organic and acquisitive growth, as well as efficiencies achieved in the fishing
and brands, technology, health and beauty and the events and tourism divisions, as well as its strategic investments.
Group earnings increased by 120% from R217m to R477m, whereas earnings per share ("EPS") increased by 120% from 44.09c to 97.10. Headline earnings per share ("HEPS")
increased by 120% from 43.13 cents to 94.89 cents for the year under review.
Profit before tax for the year increased by 136% from R288m to R681m with improved returns from our diversified operational and investment portfolio.
The Group's asset base increased by 65% from R1.7bn to R2.8bn mainly due to the successful acquisitions, the value unlocked on the listing of our fishing and brands
division and the consistent increase in underlying investment assets as compared to the comparative financial year.
Net asset value ("NAV") for the Group increased by 100% from R1bn to R2bn as a result of excellent operational performance from all our underlying operations and
investments. The NAV per share increased by 39% from 186.52 cents to 260.00 cents.
As a result of the solid financial performance from the underlying businesses during a tough economic environment, net cash generated from operating activities
increased by 7% from R75m to R80m.
Fishing and brands
The fishing and brands division delivered consistent organic growth in revenue from R401m to R411m. Operating profit increased from R75m to R77m. Improved
catch rates, greater sales volumes, better pricing and efficient vessel scheduling had a positive impact on the overall financial performance of the fishing and
brands division during the year. The diversification in the various fish species offset the revenue from exceptional catches in the squid division against the lower
revenue from the pelagic division.
The abalone division continues to focus on increasing production capacity and efficiencies and increases is capacity by 13% to 120 tons by year end. The expansion of
the farm commenced during the reporting year and is scheduled to be completed during 2019/2020.
On 2nd March 2017, the division was successfully listed on the main board of the JSE. The division raised R526m capital through the issue of new shares on the listing
date. The capital raised will be used for expansion of the division's abalone farm and will accelerate the execution of the growth strategy of the division.
Subsequent to year end, the fishing and brands division announced it concluded the binding heads of agreement with Talhado Fishing Enterprises Proprietary Limited
("Talhado"), the largest squid player in South Africa, to acquire a 50.01% equity interest in their company. This acquisition will complement the diversification
strategy and extend its product basket.
Technology
The IT division delivered on its acquisition strategy by acquiring two IT companies as well as organic growth in its underlying investments to bolster its product
portfolio, resulting in revenue increasing by 182% from R169m to R476m, as well as an increase in the operating profit by 142% from R256m to R619m.
The Technology ("IT") division focuses on the acquisition and development of niche-market information and communication technology companies. The IT division provides
end-to-end technology solutions across multiple industries to both the private and public sectors in South Africa and abroad. Technology offering includes, inter
alia, network services, collaboration services, system integration, enterprise security management, managed LAN and IPT services, audio technology, mobile solutions
and strategic digital services.
This includes an operating profit of the telecommunication division of R570m, which is reflected as part of the combined IT division. This produced the necessary
economies of scale required to meet its Vision 2020 Vision strategy in relation to the potential listing of the division in the short to medium-term.
During the year under review the Group obtained significant influence of its investment in BT Communication Services. This resulted in the division recognising the
investment previously held as an investment at fair value as well as equity income through profit and loss as an associate during the year. In the future, this
investment will be equity accounted for. The fully paid up investment in BT is well positioned to grow consistently over the next few years. Earnings have grown
and dividend returns are expected to continue in the foreseeable future.
Furthermore, the Board approved the proposed listing of its subsidiary, AYO Technology Solutions Limited ("AYO Technologies") (Formerly Sekunjalo Technology Solutions
Limited) on the main board of the JSE Limited, subject to market conditions.
Health and Beauty
The companies under the health and beauty division, focuses on the importation and distribution of cosmetic brands as well as on the manufacturing, sales and marketing
of an extensive range of natural products that are human, animal and plant safe and internationally recognised in the food, agriculture, hygiene and
general health sectors.
The health and beauty division increased revenue by 247% to R14.9m by increasing its footprint by acquiring a 90% equity interest in
Orleans Cosmetics Proprietary Limited ("Orleans").
Orleans is the exclusive South African and Southern African distributor of imported, high-end cosmetic brands such as Gatineau, NUXE, RVB SKINLAB, diego dalla palma
professional and Sothys. The acquisition within this division has led to operating profit increasing from a loss of R1.9m to a profit of R11.2m.
Operating profit for the current year includes a gain on bargain purchase of R11.7m.
Biotechnology
Genius Biotherapeutics ("Genius") South Africa and Africa's largest medical biotechnology company continues with its research and development activities.
The dendritic cell vaccine project is in the final phase of approval by the Medicines Control Council ("MCC") to commence with phase 1 clinical trials on breast
cancer. The research team also continues with research and development on pre-clinical trials on extreme drug resistant tuberculosis.
Genius' management focussed their plans to update all regulatory work to meet MCC compliance standards for the production of Repotin and upgrades its production
methodology.
Events and Tourism
The events and tourism division manages and owns an event planning and production company, espAfrika Proprietary Limited ("espAfrika"), a travel services company,
Tripos Travel Proprietary Limited ("Tripos") and a radio station Magic 828 Proprietary Limited ("Magic") (managed under the corporate division).
espAfrika, a Group subsidiary, hosted a very successful 18th Cape Town International Jazz Festival as well as it's 2nd event, "The Royal Escape" experience at Sun City.
However, the division is investing for future growth which should produce better results going forward.
Additionally, the radio station Magic, currently 24 months in existence, contributed to the gross revenue for the period, as well as increased its listenership by
155% in the greater Western Cape region from approximately 134 000 listeners to approximately 342 000 listeners during the year under review.
Tripos has grown as expected, which is in-line with the Group's strategy.
Strategic investments
The Group's strategic investments consist of the Pioneer Foods Group Limited ("Pioneer Foods"), Sygnia Limited ("Sygnia") and Saab Grintek Defence Proprietary Limited
("Saab"). Refer to the note from investment to associate below for the change in accounting treatment of BT which is managed under the information technology division.
AEEI has minority equity stakes in Saab, Sygnia and Pioneer Foods and these investments have shown improvement in its value since the date of the acquisitions with
Pioneer Foods being under pressure during the year. Consistent growth in earnings and regular dividends are received from all the strategic investments. During
the year under review, AEEI purchased additional shares in Sygnia as a result of a rights issue resulting in the Group obtaining an additional 0.867%
from 0.868% to 1.735%.
Refer to the note from investment to associate below for the change ownership of BT which is managed under the technology division.
Significant events
Business combinations
Aggregated business combinations
Audited
31 August 2017
R'000
Property, plant and equipment 5 922
Intangible assets 44 797
Other loans and receivable 1 153
Deferred tax (12 543)
Inventories 4 458
Trade and other receivables 62 756
Cash and cash equivalents 12 966
Other financial liabilities (3 797)
Provisions (1 495)
Trade and other payables (65 770)
Current tax payable (1 092)
Total identifiable net assets 47 355
Non-controlling interest (9 902)
Goodwill 30 740
Gain on bargain purchase (11 755)
Total purchase price 56 438
Consideration paid
Cash 33 499
Equity - ordinary shares in AYO Technology Solutions Limited ("AYO Technologies") 15 301
Contingent consideration 7 638
56 438
Net cash outflow on acquisition
Cash consideration paid (14 565)
Cash acquired 12 966
(1 559)
Acquisition of Kalula Communications Proprietary Limited ("trading as Headset Solutions") and Puleng Technologies Proprietary Limited ("Puleng")
During the year, AEEI via AYO Technologies acquired two businesses in order to bolster the Group's technology division in-line with its acquisition strategy.
Effective 1 September 2016 and 1 October 2016, the Group acquired 51% of the voting interest of Headset Solutions and 57% of equity interest in Puleng. The
consideration paid for these businesses amounted to R42m with a cash portion of R19.2m payable on the effective date and balance settled with an issue of AYO
Technologies shares. Headset Solutions is involved in headsets and unified communication devices and service which enhances the Group's strategy to diversify
its IT portfolio.
Puleng is involved with software development and internet security specialised services which complements the other IT businesses.
Goodwill of R30.7m arising from the acquisitions largely consists of the synergies and economies of scale expected from combining the operations, as well as an
intangible asset which did not qualify for separate recognition. Goodwill is not deductible for income tax purposes.
Non-controlling interest, which is a present ownership interest and entitle their holders to an proportionate share of the entity's net assets in the event of
liquidation, is measured at the present ownership interests proportionate share of the acquiree's identifiable net assets. There are no other components of non-
controlling interests.
The contingent consideration arrangement requires the Group to pay the previous owners an amount of R3.5m per annum for the next 3 years if the companies achieves
profit warranties which include 75% of their free cash flow based.
Receivables acquired per major class comprises of trade and other receivables of R62.8m.
The acquisition related costs of R0.5m have been included in operating expenses in the statement of profit or loss and other comprehensive income.
Revenue of R315m and profit of R18.5m have been included in the Group's trading results since the effective date of acquisition.
Acquisition of Orleans Cosmetics Proprietary Limited ("Orleans")
Effective 1 May 2017, the Group acquired 90% of the voting interest of Orleans. The consideration payable for this business amounted to R14.2m. Orleans is the
exclusive South African and southern African distributor of imported, high-end cosmetic brands such as Gatineau, NUXE, RVB SKINLAB, diego dalla palma professional
and Sothys.
A gain on bargain purchase of R11.8m was recognised from the acquisition largely consists of the synergies and economies of scale expected from combining the
operations of Orleans Distributors CC and RVB Distributors CC, as well as an intangible asset which did not qualify for separate recognition.
Non-controlling interest, which is a present ownership interest and entitles their holders to a proportionate share of the entity's net assets in the event of
liquidation, is measured at the present ownerships interest proportionate share of the acquiree's identifiable net assets. There are no other components of non-
controlling interests.
The acquisition related costs of R0.5m have been included in operating expenses in the statement of profit or loss and other comprehensive income.
Revenue of R9.7m and profit of R11.8m have been included in the Group's trading results since the effective date of the acquisition.
Business combinations subsequent to year end before reporting period
The Group, through its subsidiary Premier Fishing SA Proprietary Limited entered into a binding Heads of Agreement with Talhado to acquire a 50.01% stake in business.
The effective date of the transaction is 30 November 2017 subject to conditions precedent in the heads of agreement. Talhado is the largest squid player in the South
African market and the acquisition fits in line with the Group's growth strategy to expand organically or through acquisitions.
Investment becomes an associate
The Group holds a 30% equity interest in BT. This investment was accounted for at fair value through profit and loss on 31 October 2016 at R979m.
On 23 November 2016, the Board of directors of BT was rearranged which resulted in AEEI having the ability to participate in policy-making processes, including the
participation in decisions in relation to dividends resulting in the Group obtaining significant influence. As a result, the investment is treated as an associate in
line with IAS 28. However the fair value of the investment has been deemed to be the cost and is equity accounted for from the 23 November 2016. The impact of the
change resulted in the investment being recognised as an associate at R781m for the year under review. The financial effects are detailed below.
Audited
31 August 2017
R'000
Investment at fair value as at 31 August 2016 409 211
Fair value adjustment up to 31 October 2016 570 000
Investment at fair value as at 31 October 2016 979 211
Amount transferred to investment in an associate 979 211
Deferred tax liability to date of transfer (213 283)
Share of profits in the associate 30 814
Dividend received from the associate (16 183)
Investment in the associate as at 31 August 2017 780 559
Change in ownership without loss of control
During January 2017, AEEI acquired additional shares in Bioclones Proprietary Limited through its wholly owned subsidiary, African Biotechnological and Medical
Innovations Proprietary Limited ("ABMI") by means of a rights issue amounting to R103m through its loan account. This resulted in the Group's shareholding increasing
from 49.99% to 73.70%. The impact of the transaction in the Group's equity and non-controlling interest amounted to R19.1m which is reflected directly in the
statement of changes in equity.
During the year under review the Group acquired Headsets Solutions and Puleng on the 01 September 2016 and 01 October 2016 respectively as reflected in the business
combination note above. Included in the consideration amount, Headsets Solutions would obtain 6.5m ordinary shares in AYO Technologies on 01 September 2016.
Additionally, included in the consideration paid to Puleng, the Group would issue 3.6m ordinary shares in AYO Technologies on 01 October 2016. These two share issues
resulted in the Groups shareholding being diluted to 80.03%.
The equity issued by the Group as consideration resulted in a dilution of the Group's shareholding without control being lost, therefore accounted for directly in
equity with non-controlling shareholders.
The above transactions resulted in the Group's equity decreasing by R4.3m and the non-controlling interest increasing by R15.1m.
Upon the listing of Premier Fishing and Brands Limited ("PFB") (formerly Premier Food and Fishing Limited) on the main board of the JSE Limited, the company issued
shares to the public which resulted in AEEI's shareholding diluting by 45% from 100% to 55%. The change in ownership resulted in the Group's retained income
decreasing by R361m and the non-controlling interest increasing by R670m.
Sale of business
During the current year, the Group disposed the going concern in Saratoga Software Proprietary Limited ("Saratoga"). Total net assets of R13.3m were sold, of which
R4.6m was in relation to goodwill. The consideration receivable amounted to R19.4m, which resulted in a profit on disposal of R6.1m reflected in the statement of
profit or loss.
Related parties
The Group, in the ordinary course of business entered into various sales and purchases transactions on an 'arms' length basis with related parties.
Events after reporting period
The Group through its subsidiary Premier Fishing SA Proprietary Limited entered into a binding Heads of Agreement with Talhado Fishing Enterprises Proprietary Limited
("Talhado") to acquire a 50.01% stake in their business. The effective date of the transaction is 30 November 2017 subject to certain conditions precedent.
Talhado is the largest squid player in the South African market and this acquisition fits in line with the Group's strategy to diversify through expanding organically
and through acquisitions.
A SENS announcement in relation to the transaction was released on 18 October 2017. As detailed in the SENS, the Talhado transaction is undertaken at a 4 to 6 times
historic profit after tax multiple which is earnings enhancing to the shareholders.
The Board of AEEI has approved the proposed listing of its technology division on the main board of the JSE subject to various regulatory approvals, in the short to
medium term (short term: 6 months, medium term: 12 months) subject to market conditions.
On the 3 November 2017 AEEI acquired an additional 24.5% shares in espAfrika (Pty) Ltd from an exercising shareholder by executing its pre-emptive rights in.
Fair value information
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: Other techniques for all inputs which have a significant effect on the recorded fair value and are observable, either directly or indirectly.
Level 3: Techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
As at 31 August 2017, the Group held the following instruments measured at fair value:
Level 1 Level 2 Level 3 Total
2017 R'000s R'000s R'000s R'000s
Listed shares 235 298 - - 235 298
Unlisted shares - - 190 226 190 226
Biological assets - - 54 323 54 323
Total 235 298 - 244 549 479 847
Level 1 Level 2 Level 3 Total
2016 R'000s R'000s R'000s R'000s
Listed shares 302 216 - - 302 216
Unlisted shares - - 554 355 554 355
Biological assets - - 48 169 48 169
Total 302 216 - 602 524 904 740
Reclassification of the prior year figures
Dividend and interest received
A detailed analysis of the dividends and interest received from AEEI's underlying investments was performed by management. As part of this assessment, management
investigated certain dividend and interest received which were previously disclosed under investment income in the year-end financial statements in line with the
JSE monitoring guidance provided. Based on the findings, management reclassified these dividend and interest received to better reflect the nature of these
income streams.
Disposal of the Group's and non-current assets held for sale
During the year under review the Group disposed of the business divesture of Saratoga. The effective date of the transaction was 1 July 2017 and as a result of the
disposal, IFRS 5 requires the restatement of the comparative figures.
These reclassifications had no impact on the prior period reported earnings, diluted earnings or headline earnings per share, or on the net asset value or net cash
flow.
Reclassification Reclassification
of dividends as result
As previously stated and interest received of disposal group Restated
31 August 2016 R'000 R'000 R'000 R'000
Consolidated income statement
Revenue 752 203 30 048 (46 682) 735 569
Cost of sales (495 646) - 35 368 (460 278)
Other income 3 454 - (742) 2 712
Operating expenses (176 855) - 7 895 (168 960)
Investment revenue 33 592 (30 048) (239) 3 305
Finance cost (26 232) - 38 (26 194)
Taxation (80 538) - 1 206 (79 332)
Consolidated statement of cash flows
Cash generated from operations 86 187 - 198 116 430
Interest revenue 3 544 (330) 91 3 305
Dividend revenue 30 048 - (3) 30 045
Finance cost (26 232) 44 (26 188)
Reporting entity
AEEI is a Company domiciled in South Africa. These condensed consolidated annual financial statements for the year ended 31 August 2017, comprises AEEI the Company
and its subsidiaries ("The Group") and interest in associates and joint ventures. AEEI is a black-controlled entity, which holds interests in six sectors and promotes
Broad-Based Black Economic Empowerment and sound corporate governance practices.
Use of judgments and estimates
In preparing these condensed annual financial statements, management made 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.
The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that
applied to the audited consolidated financial statements as at and for the year ended 31 August 2016.
Measurement of fair values
The Group has an established control framework with respect to the measurement of fair values. The fair valuation calculations are performed by the Group's finance
department and the operational team on an annual basis. The finance department reports to the Group's chief financial officer. The valuation reports are approved by
the investment committee and the Board in accordance with the Group's reporting policies.
Basis of preparation
The condensed consolidated annual financial statements are prepared in accordance with the JSE Limited ("JSE") Listings Requirements and the requirements of the
Companies Act of South Africa, 2008 as amended, applicable to audited financial statements. The JSE Listings Requirements require financial reports to be prepared in
accordance with the framework concepts, the measurement and recognition requirements of the International Financial Reporting Standards ("IFRS"), the SAICA Financial
Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council and
also that they, as a minimum, contain the information required by IAS 34 'Interim Financial Reporting'. The accounting policies applied in the preparation of the
summarised consolidated annual financial statements from which the consolidated annual financial statements were derived are in terms of IFRS and are consistent with
the accounting policies applied in the preparation of the previous consolidated annual financial statements. This summarised report is extracted from
audited financial statements, but is not itself audited.The directors take full responsibility for the preparation of the provisional report and that the
financial information has been correctly extracted from the underlying annual financial statements. The full audited annual financial statements and audit report
are available for inspection at the registered offices.
The audited annual financial results were prepared by the Group Financial Manager, Wakeel McLachlan B. Com (Hons), CA(SA) and were audited by the Group's external
auditors, Grant Thornton Cape Inc. An unqualified opinion has been issued.
Prospects
The Group will continue with its strategic focus to grow the value of its core operational investments and improve the value add to our strategic investments.
The AEEI Group has built a solid platform for further organic growth and has positioned itself well to increase its investments by acquisition. Management is focussed
on its five-year strategic plan ("Vision 2020 Vision") and has firmed up its acquisition pipeline for both the food and fishing and technology divisions.
The Group's auditors have not reviewed nor reported on any comments relating to prospects. The auditor's report does not necessarily report on all of the information
contained in this announcement/financial 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 issuer's registered office.
Dividends
The Board of Directors are pleased to announce that it has approved and declared a final dividend of 5.50 cents per share for the year ended 31 August 2017 from
income reserves after paying 2.00 cents for the interim period ended 28 February 2017. The final dividend amount, net of South African dividend tax of 20% which
equates to 1.10 cents per share, is therefore a net 4.40 cents per share for those shareholders that are not exempt from dividend tax.
The total gross dividend per share for the year ended 31 August 2017 amounts to 7.50 cents compared to 3.30 cents for 31 August 2016.
The number of ordinary shares in issue at declaration date is 491 339 434 and the income tax number of the Company is 9314001034.
The salient dates of this dividend distribution are:
Gross dividend (cents per share) 5.50
Dividend net of dividend withholding tax 4.40
Last day to trade cum dividend Tuesday, 16 January 2018
Trading ex-dividend commences Wednesday, 17 January 2018
Record date Friday, 19 January 2018
Date of payment Monday, 22 January 2018
Share certificates may not be dematerialized between Wednesday, 17 January 2018 and Friday, 19 January 2018, both days inclusive.
Appreciation
We wish to thank ll of our employees, Group executives, management, our Board of directors as well as our strategic partners, stakeholders and business partners and
associates for their loyalty and dedication in contributing to the success of the Group.
Reverend Dr Vukile Mehana Mr Khalid Abdulla
Non-executive chairman Chief executive officer
Cape Town
7 November 2017
Directors
*Khalid Abdulla (Chief executive officer); Reverend Dr Vukile Mehana (Independent non-executive Chairman); Johannes Mihe Gaomab; Salim Young (Deputy chairman and lead
independent non-executive); Aziza Amod; Takudzwa Hove *Cherie Felicity Hendricks; *Chantelle Ah Sing; Zenariah Barends
*Executive directors
Company secretary: Nobulungisa Mbaliseli
Registered address: Quay 7, East Pier, V&A Waterfront, Cape Town 8001,
Email: nobulungisa@aeei.co.za
Transfer secretaries: Link Market Services South Africa (Pty) Ltd,
19 Ameshoff Street, 13th Floor, Rennie House, Braamfontein, Johannesburg 2000
Auditors: Grant Thornton Cape Inc.
Sponsor: PSG Capital (Pty) Ltd
Date: 07/11/2017 10:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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