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AFRICAN EQUITY EMPOWERMENT INVESTMENTS LIMITED - Provisional Reviewed Group Results For The Year Ended 31 August 2018

Release Date: 13/11/2018 10:15
Code(s): AEE     PDF:  
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Provisional Reviewed Group Results For The Year Ended 31 August 2018

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")

Provisional reviewed Group results for the year ended 31 August 2018

Due to the deemed disposal of the technology division, the Group has reallocated the net revenues and expenses of the technology division to profit from 
discontinued operations in both the 2017 and 2018 financial years in terms of IFRS 5 – Non-current assets held for sale and discontinued operations. This resulted 
in a restatement of the 2017 statement of financial performance and other comprehensive figures.

Financial highlights 

- Restated revenue increased by 22% from R577m to R701m.
- Restated profit before tax increased by 852% from R631m to R6.01bn.
- Earnings per share increased by 946% from 97.10 cents to 1 016.01 cents.
- Normalised headline earnings per share increased by 142% from 10.37 cents to 25.09 cents. 
- Total assets increased by 164% from R2.8bn to R7.4bn.
- Net asset value increased by (excluding minorities) 277% from R1.3bn to R4.9bn.
- Net asset value per share increased by 284% from 260.00 cents to 999.25 cents.
- Cash generated from operations increased by 138% from R73m to R174m.
- Net cash from operating activities increased by 64% from R80m to R131m. 

Condensed Consolidated Statement of Financial Position

                                                                                              Reviewed    Audited
                                                                                              Group to   Group to
                                                                                             31 August  31 August
                                                                                                  2018       2017
                                                                                                 R'000      R'000
ASSETS
Non-current assets                                                                           6 705 151  1 855 213
Property, plant and equipment                                                                  324 229    154 527
Goodwill                                                                                        86 201     82 940
Intangible assets                                                                              277 853    384 027
Investments in associates                                                                    5 575 997    780 559
Investment in joint ventures                                                                         -         33
Other loans receivable                                                                          11 808      8 366
Other financial assets                                                                         419 905    425 524
Deferred tax                                                                                     9 158     17 578
Prepayments                                                                                          -      1 659

Current assets                                                                                 657 125    966 940
Inventory                                                                                       56 978     64 181
Biological assets                                                                               68 021     54 323
Other loans receivable                                                                           3 083     26 771
Current tax receivable                                                                           2 168      1 591
Trade and other receivables                                                                    164 157    195 050
Cash and cash equivalents                                                                      362 718    625 024

Total assets                                                                                 7 362 276  2 822 153

EQUITY AND LIABILITIES
Equity
Equity attributable to equity holders of parent
Share capital and share premium                                                                403 177    403 177
Reserves                                                                                         8 034      8 030
Retained income                                                                              4 498 480    866 286
                                                                                             4 909 691  1 277 493
Non-controlling interest                                                                       755 358    760 627
                                                                                             5 665 049  2 038 120

LIABILITIES
Non-current liabilities                                                                      1 486 862    461 302
Other financial liabilities                                                                    208 392    245 622
Deferred tax                                                                                 1 278 257    211 046
Other non-current liabilities                                                                      213      4 634

Current liabilities                                                                            210 365    322 371
Trade and other payables                                                                       105 993    169 984
Other financial liabilities                                                                     18 328     47 232
Current tax payable                                                                             21 969     32 506
Provisions                                                                                      27 392     27 642
Other current liabilities                                                                          900        485
Bank overdraft                                                                                  35 783     44 522
Liabilities of disposal group                                                                        -        360
Total equity and liabilities                                                                 7 362 276  2 822 153


Net asset value per share (cents)                                                               999.25     260.00
Tangible net asset value per share (cents)                                                      925.15     164.96
Number of ordinary shares in issue ('000s)                                                     491 339    491 339

Condensed Consolidated Statement of Profit and Loss  and Other Comprehensive Income
                                                                                                         Reviewed 
                                                                                              Reviewed  (Restated)
                                                                                              Group to   Group to
                                                                                             31 August  31 August
                                                                                                  2018       2017
                                                                                                 R'000      R'000
Revenue                                                                                        700 691    576 607
Cost of sales                                                                                (410 192)  (338 626)
Gross profit                                                                                   290 499    237 981
Other income                                                                                    11 467      1 745
Other operating expenses                                                                      (256 060)  (177 598)
Net impairments, impairment reversals and write off                                           (140 319)    (2 605)
Fair value adjustments                                                                          (5 414)   535 083
Gain on deemed disposal of subsidiaries                                                      6 049 029          -
Gain on bargain purchase                                                                           952     11 755
Profit from equity accounted investments                                                        57 914     30 732
Investment revenue                                                                              33 421     21 796
Finance cost                                                                                   (30 839)   (27 552)
Profit before taxation                                                                       6 010 650    631 338
Taxation                                                                                    (1 062 789)  (143 740)
Profit from continuing operations                                                            4 947 861    487 598
Profit from discontinued operations                                                            159 533     41 074
Profit for the year                                                                          5 107 394    528 672
Other comprehensive income                                                                           -         (4)
Total comprehensive income                                                                   5 107 394    528 668

Total comprehensive income
attributable to:
Equity holders of the parent                                                                 4 992 064    477 085
Non-controlling interest                                                                       115 330     51 583
                                                                                             5 107 394    528 668
Basic and diluted earnings per ordinary share (cents)                                         1 016.01      97.10 

Headline and diluted headline earnings per ordinary share (cents)                                24.24      94.89

Weighted (and fully diluted) average number of ordinary shares in issue ('000s)                491 339    491 339

Condensed Consolidated Statement of Changes in Equity
For the year ended 31 August 2018
                                                                             Attributable         Non-         
                                                                                       To  Controlling      Total
                                                                                   Parent     interest     Equity
                                                                                    R'000        R'000      R'000

Balance at 1 September 2016                                                       916 452       84 583  1 001 035
Profit for the period                                                             477 088       51 583    528 671
Other comprehensive income                                                             (4)           -         (4)
Changes in ownership interest - control not lost                                  (91 355)     620 544    529 189
Dividends paid                                                                    (25 804)      (5 985)   (31 789)
Business combinations                                                               1 115        9 902     11 017

Balance at 31 August 2017                                                       1 277 493      760 627  2 038 120
Profit for the period                                                           4 992 064      115 330  5 107 394
Transfer from reserves to retained income                                          11 790            -     11 790
Changes in ownership interest
Additional shares acquired                                                         (4 826)      (1 705)    (6 531)
Changes in ownership interest (disposal and share issue) - control not lost    (1 323 592)   5 627 155  4 303 563
Dividends paid                                                                    (43 238)     (30 147)   (73 385)
Changes in ownership interest (deemed disposal) - control lost                          -   (5 767 588)(5 767 588)
Business combinations and additional shares purchased                                   -       51 686     51 686
Balance at 31 August 2018                                                      4  909 691      755 358  5 665 049

Condensed Consolidated Statement of Cash Flows

                                                                                              Reviewed    Audited
                                                                                              Group to   Group to
                                                                                             31 August  31 August
                                                                                                  2018       2017
                                                                                                 R'000      R'000

Cash generated by operations                                                                   174 263     73 478
Investment revenue                                                                              33 421     23 903
Dividend income                                                                                 31 434     30 064
Finance cost                                                                                   (31 217)   (28 267)
Other operating activities                                                                     (77 087)   (19 646)
Net cash flows from operating activities                                                       130 814     79 532

Cash flows from investing activities
Net movement in property, plant and equipment                                                 (120 059)   (24 485)
Net movement in intangible assets                                                               (8 059)    (1 859)
Business combination                                                                           (77 217)    (1 559)
Deemed disposal of businesses and sale of business                                          (4 303 642)         -
Movement in other investing activities                                                             671     (3 503)
Purchase of financial assets                                                                   (85 056)   (14 118)
Movemnet from investment in associates                                                          18 746     16 183
Net cash flows from investing activities                                                    (4 574 616)   (29 341)

Cash flows from financing activities
Repayment of other financial liabilities                                                       (80 573)   (46 006)
Receipt of other financial liabilities                                                          20 492     45 519
Change in ownership                                                                          4 322 111    507 518
Dividends paid including minorities                                                            (71 795)   (31 789)
Net cash flows from financing activities                                                     4 190 235    475 242

Total cash movement for the year                                                              (253 567)   525 433
Cash and cash equivalent at the beginning of the year                                          580 502     55 069
Cash and cash equivalents at the end of the year                                               326 935    580 502


Segmental Report
31 August 2018


                                                                                         Combined                                                    Combined
                                                                                       technology                                                   corporate
                                                                                              and                                                         and
                                                        Fishing                 Tele-       tele-  Health              Events                       strategic 
                                                            and              communi-    communi-     and   Biotech-      and                         invest-                  
                                                         brands  Technology    cation     cations  beauty     nology  tourism  Corporate      Food      ments      Group       
                                                           '000        '000      '000        '000    '000       '000     '000       '000      '000       '000       '000                                    

Revenue                                                 490 870           -         -           -  46 961          -  123 716    110 625     6 661    117 286    778 833
External sales                                          490 859           -         -           -  46 961          -  121 576     34 634     6 661     41 295    700 691
Intergroup sales                                             11           -         -           -       -          -    2 140     75 991         -     75 991     78 142
Segment results:
Profit/(loss) before tax                                 92 588           -    57 905      57 905   4 777   (153 285)  (6 321) 6 052 154   (37 168) 6 014 986  6 010 650
Profit from discontinued operations                           -     159 533         -     159 533       -          -        -          -         -          -    159 533
Included in the segment results:
Net (impairments)/impairment reversals and write offs         -           -         -           -      (3)  (139 791)       -       (525)        -       (525)  (140 319)
Depreciation and amortisation                           (14 685)          -         -           -    (198)    (2 226)    (211)    (2 658)        -     (2 658)   (19 978)
BBBEE share based payment                                     -           -         -           -       -          -        -          -         -          -          -
Gain on deemed disposal of subsidiary                         -           -         -           -       -          -        -  6 049 029         -  6 049 029  6 049 029
Fair value adjustments                                        -           -         -           -       -          -        -     28 357   (33 771)    (5 414)    (5 414)
Non-current assets                                      434 949           -   819 726     819 726  40 598    204 322   11 228  5 019 005   175 323  5 194 328  6 705 151
Current assets                                          614 575           -        20          20  19 775     (1 530)  17 611      6 568       106      6 674    657 125
Non-current liabilities                                 130 802           -         -           -  10 479     55 111    2 854  1 158 102   129 514  1 287 616  1 486 862
Current liabilities                                     147 744           -        24          24   8 595        746   11 393     41 863         -     41 863    210 365
Profit from associates                                        -           -    57 914      57 914       -          -        -          -         -          -     57 914
Capital expenditure                                     116 400           -         -           -       -          -       70        224         -        224    116 694

Segmental Report
31 August 2017

                                                                                         Combined                                                    Combined
                                                                                       technology                                                   corporate
                                                                                              and                                                         and
                                                        Fishing                 Tele-       tele-  Health              Events                       strategic 
                                                            and              communi-    communi-     and   Biotech-      and                         invest-                  
                                                         brands  Technology    cation     cations  beauty     nology  tourism  Corporate      Food      ments      Group       
                                                           '000        '000      '000        '000    '000       '000     '000       '000      '000       '000       '000 

Revenue                                                 410 694           -         -           -  14 886         99  124 235    130 611     5 889    136 500    686 414  
External sales                                          407 814           -         -           -  14 886         99  118 813     29 106     5 889     34 987    576 607
Intergroup sales                                          2 880           -         -           -       -          -    5 422    101 578         -    101 513    109 880

Segment results:
Profit/(loss) before tax                                 94 745           -   569 963     569 963  10 647    (13 162)  (1 196)    49 440   (79 099)   (29 659)   631 338
Discontinued operations                                       -      41 074         -      41 074       -          -        -          -         -          -     41 074

Included in the segment results:
Net (impairments)/impairment reversals and write offs         -           -         -           -       -          -        -     (2 605)        -     (2 605)    (2 605)
Depreciation and amortisation                           (14 262)          -         -           -     (73)    (2 260)    (239)    (1 451)        -     (1 451)   (18 285)
Gain on bargain purchase                                      -           -         -           -  11 898          -        -          -         -          -     11 898
Gain on disposal of subsidiaries/business                     -           -         -           -       -          -        -          -         -          -          -
Fair value adjustments                                        -           -   570 000     570 000       -          -      286     40 184   (75 387)   (35 203)   535 083
                                                                                                -                                                          -
Non-current assets                                      156 119      83 205   780 559     863 764  40 365    349 706   10 207    225 961   209 091    435 053  1 855 213
Current assets                                          706 873     213 958         6     213 964  17 756      3 337   19 160      5 806        44      5 850    966 940
Non-current liabilities                                  89 957      14 368         -      14 368  16 798     91 066      720    114 576   133 817    248 393    461 302
Current liabilities                                      88 181     142 506        34     142 540  19 245      3 955   16 090     52 360         -     52 360    322 371
                                                                                                -
Profit from associates                                        -           -    30 814      30 814     (82)         -        -          -         -          -     30 732
Capital expenditure                                      17 543           -         -           -       -         16       89        135         -        135     17 783


Notes 

The events and tourism division excludes Magic 828 Proprietary Limited ("Magic 828") as the company was managed under the corporate office for the financial 
year under review. During the year management assessed the above segments profits/losses using profit before tax as a result of the Group moving towards becoming an 
investment entity whereby both subsidiaries and equity accounted investments is being assessed.

Reconciliation of reportable segments profit or loss
                                                                                                                    Reviewed
                                                                                                    Reviewed       (Restated)
                                                                                              31 August 2018  31 August 2017
                                                                                                       R'000           R'000

Total profit before tax for reportable segments                                                    6 010 650         631 338

Taxation                                                                                          (1 062 789)       (143 740)

Profit for the year and total comprehensive income from continuing operations                      4 947 861         487 598
Profit from discontinued operations                                                                  159 533          41 074
Other comprehensive income                                                                                 -              (4)
Profit for the year and total comprehensive income                                                 5 107 394         528 668

Provisional determination of headline earnings
                                                                                                                    Reviewed
                                                                                      Reviewed       Reviewed      (Restated)
                                                                                31 August 2018 31 August 2018 31 August 2017
                                                                                         Gross           Nett
                                                                                         R'000          R'000          R'000

Earnings attributable to ordinary equity holders of parent entity         IAS 33                    4 992 064        477 085
Adjusted for:
Impairment of intangible assets                                           IAS 38       132 812         95 625              -
Impairment of goodwill                                                    IAS 36        11 937         11 937              -
Loss on disposal of property, plant and equipment                         IAS 16         4 918          3 541          2 048
(Gain)/loss on disposal of associates                                     IAS 28        (1 491)        (1 491)             -
(Gain)/loss on disposal of subsidiaries                                   IFRS 3         1 985          1 985         (4 334)
Gain on bargain purchase                                                  IFRS 3          (952)          (952)        (8 567)
Gain on deemed disposal of subsidiary                                    IFRS 10     6 049 029     (4 983 624)             -

Headline earnings                                                                                     119 085        466 232

Provisional determination of normalised headline earnings

Headline earnings                                                                                     119 085        466 232
Share based payment                                                                                        11              -
Fair value adjustments                                                                                  5 414       (535 083)
Deferred tax on fair value adjustments                                                                 (1 213)       119 859

Normalised headline earnings                                                                          123 297         50 960

Headline and diluted earnings per ordinary share (cents)                                                24.24          94.89 
Normalised headline and diluted earnings per ordinary share (cents)                                     25.09          10.38

Group performance

AEEI is a proud Level 1 Contributor in terms of the Department of Industry’s Code of Good Practice on Broad-Based Black Economic Empowerment Amendment Act 2003, 
(Act no 53 of 2003), with the Amended Generic Scorecard being applied, with black ownership at 73.72% and black female ownership of 38.29%.

During the year, the Group delivered excellent profit growth resulting from strong contributions from all its underlying investments for the year under review.

The Group’s restated revenue increased by 22% from R577m to R701m, mainly due to significant revenue growth achieved from the fishing and brands division which 
is in-line with our acquisitive growth strategy. 

Group earnings grew by 946% from R477m to R4 992m. The earnings increased mainly as a result of a once-off gain from a deemed disposal of a subsidiary. More details 
are reflected in the section below.

Earnings per share (“EPS”) increased by 946% from 97.10 cents to 1 016.01 cents for the year under review as a result of a once off gain on deemed disposal of a 
subsidiary during the financial year. Headline earnings per share (“HEPS”) decreased from 94.89 cents to 24.24 cents as a result of the prior year including a 
once-off fair value adjustment prior to BT Communication Services South Africa Proprietary Limited (“BT”) becoming an associate. 

The Group’s normalised HEPS increased by 142% from 10.38 cents to 25.09 cents. Normalised earnings are defined as earnings from continuing operations excluding 
non-recurring items and once off fair value adjustments.

Profit before tax for the year under review increased by 852% from R631m to R6.01bn mainly as a result of the gain on the deemed disposal of a subsidiary during 
the financial year and good performance of the food and fishing division.

The Group’s total asset base increased by 164% from R2.8bn to R7.4bn mainly due to the growth in property, plant and equipment and the increased fair value 
investment in associates compared to the comparative year, as a result of the deemed disposal of a subsidiary in our technology division.

Net asset value (“NAV”) of the Group increased by 277% from R1.3bn to R4.9bn as a result of the financial performance and the greater fair value in the 
underlying investments. 

As a result of the interest income earned in the Group, net cashflows from operating activities increased by 64% from R80m to R131m in the current year.

Fishing and brands

The fishing and brands division, Premier Fishing and Brands Limited (“Premier” or the “Premier Group”) operates a vertically integrated fishing business which 
specialises in the harvesting, processing and marketing of fish and fish-related products. The Premier Group holds medium to long-term fishing rights in squid, 
lobster, small pelagics, hake deep-sea trawl, hake longline, horse mackerel, swordfish and tuna. The Premier Group also owns an abalone farm and invests in 
organic fertilisers through the "Seagro" range of products.

The fishing and brands division performed well with revenue increasing by 20% from R411m to R491m for the year, which includes the acquisition of 
Talhado Fishing Enterprises Proprietary Limited (“Talhado”) and only three months of their financial performance is consolidated into the Group results.
 
The abalone division continued to focus on increasing its spat production and stock holding in preparation for the farm’s expansion. An additional 40 tons 
animal rearing capacity has been added to date. The construction for the expansion of the abalone farm is on track and is in line with the expansion plans. 
This division produced results in line with management’s expectations and continues to focus on their expansion plans with increased performance expected to be 
achieved during the 2019/2020 financial year when the expansion of the abalone farm is completed. The well-known brand is in great demand from customers abroad, 
and since Premier’s philosophy is based on pleasing its clients, the request for larger sized abalone can now be accommodated with the new hatchery.

Technology

The information and communications technology ("ICT") associate, AYO Technology Solutions Limited (“AYO”) listed on the Johannesburg Stock Exchange ("JSE") 
on 21 December 2017 as a leading Broad-based Black Economic Empowerment ("B-BBEE") ICT company with strong management expertise and a sound track record. The 
current improving market conditions and regulation pertaining to B-BBEE have placed them favourably to capture the growing ICT spend across the South African market. 
The ICT associate is currently servicing customers in Southern and Northern Africa, Europe and Mauritius. AYO’s strategic alliance, with BT, provides it with access 
to global technology trends as well as access to the global market.

Since its listing, AYO has shown excellent operational performance in delivering on its organic strategy as presented in its pre-listing statement, issued on 
13 December 2017.  

In the short time frame since listing, AYO concluded a significant contract with a multinational client, which has generated significant revenue in the last 
quarter of the financial year.

AYO achieved significant growth in revenue of 33% from R478m to R638m mainly as a result of obtaining new customer contracts in the financial service sector, 
which leverages the strategy to gain market share through its enhanced B-BBEE credentials. 

During the financial year, the AEEI Group relinquished control of AYO resulting in the division becoming an associate in August 2018. AYO was reclassified as 
a discontinued operation in the Group’s condensed financial results. Refer to significant events below.

Health and beauty

The companies in the health and beauty division, focuses on the importation and distribution of cosmetic brands as well as 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, 
beauty and general health sectors. 

AfriNat Proprietary Limited, previously known as Wynberg Pharmaceuticals Proprietary Limited was rebranded during the year. As a result of marketing the brand 
and improved volume movements particularly in its pre-harvest line of products, revenue increased by 138% from R5.2m to R12.4m and operating profit increasing 
from a loss of R1.1m to a profit of R2.7m.

The acquisition of Orleans Cosmetics Proprietary Limited in the prior year, combined with the existing business has led to revenue increasing by 258% from 
R9.7m to R34.5m mainly as a result of the financial results being included for twelve months compared to only four months in the prior year. Operating profit 
excluding the prior year gain on bargain purchase increased from a loss of R0.65m to a profit of R1.9m.

Biotechnology

Genius Biotherapeutics South Africa progressed with its research and development activities as it completed the construction of a clean room facility.

The dendritic cell vaccine project obtained final approval from the Medicines Control Council with phase 1 clinical trials on breast cancer, and on completion 
of an accredited clean room facility, the human clinical trials can commence in the 2019 year. 

During the financial year, intangible assets namely the biosimilar drug under development, novel compound, licenses and technologies as well as goodwill have been 
impaired by R140m due to the carrying amount of these assets exceeding their recoverable amount. The main reasons when we assessed the impairment of these intangible 
assets was due to milestones not being achieved. Funding is currently being sourced in order to evaluate the feasibility of these projects.

Events and tourism

The events and tourism division manages and owns an events planning and production company, espAfrika Proprietary Limited (“espAfrika”), a travel services company, 
Tripos Travel Proprietary Limited (“Tripos Travel”) and a radio station Magic 828 Proprietary Limited (“Magic 828”) (managed under the corporate division).

espAfrika, a Group subsidiary, hosted a very successful 19th Cape Town International Jazz Festival during the financial year. The company’s contribution to the 
Group’s revenue amounted to R58m for the financial year.

Magic 828, which has been in existence for 36 months, contributed R9m to the Group’s gross revenue for the year and increased its listenership in the Western Cape 
to approximately 187 000 listeners.

Tripos Travel has been engaged in a turnaround strategy since 2016 which led to revenue increasing by 21% from R53m to R64m for the year under review.

Strategic investments

The Group's strategic investments consist of: Pioneer Foods Group Limited (“Pioneer”), Sygnia Limited (“Sygnia”) and Saab Grintek Defence Proprietary Limited ("SGD”) 
and BT which is now managed and reported under the technology division and accounted for as an associate since the prior year.

AEEI has minority equity stakes in SGD, Sygnia and Pioneer. These investments have shown improvements in their investment value since the date of the acquisitions. 
Consistent growth in earnings and regular dividends are received from all the strategic investments.

SIGNIFICANT EVENTS

Acquisition of business during the year

During the financial year the Group acquired 50.30% of the squid fishing rights, brand and related assets of Talhado within its fishing and brands division for a total
consideration of R89m in order to enhance the Group's footprint in the squid sector. The purchase agreement had an effective date of acquisition of 30 November 2017,
however in terms of IFRS 3, Business Combinations, the date of acquisition has been determined as 9 May 2018.

The fair value calculation of the acquired fishing rights, brand and assets are provisional. The provisional fair values of the identifiable assets and liabilities are
shown below:

Property, plant and equipment      78 987
Intangible assets                  40 268
Inventories                        25 815
Trade and other receivables        25 292
Other financial assets              1 510
Current tax payable               (19 871)
Cash and cash equivalents          28 085
Other financial liabilities       (10 302)
Deferred tax                      (35 888)
Trade and other payables          (31 132)
Provisions                         (9 736)
Dividends payable                  (5 007)
Total identifiable net assets      88 021

Non-controlling interests         (50 662)
Goodwill                           51 964
Total purchase consideration       89 323

Net cash outflow on acquisition date:
Cash consideration paid            89 323
Cash acquired                     (28 084)
Net cash outflow on acquisition    61 239

Interest accrued on the purchase consideration between the legal acquisition date and effective IFRS acquisition date amounting to R3.9m was included as part of the 
purchase consideration, which was measured at fair value. All other acquisition related costs amounting to R1.79m were expensed and are included in operating 
expenses in comprehensive income.

Talhado’s revenue and profits for the full year beginning 1 September 2017, amounted to R272m and R39m respectively.

i)  Non-controlling interest
    Non-controlling interest, which is a present ownership interest, and entitles the holders to a 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.

ii) Goodwill
    Goodwill recognised at acquisition, relates to the expected growth and cost synergies which cannot be separately recognised as an intangible asset.

Refer to the pro forma financial information in the Premier’s SENS on their website www.premierfishing.co.za. 

Expansion of the abalone farm including commitments

During the current reporting period, the carrying value of plant and machinery increased from R39m to R61m within the fishing and brands division as a result of 
the abalone farm expansion. Assets under construction increased to R30m compared to R5m in the prior year. As at 31 August 2018, Premier’s directors authorised 
capital expenditure of R102m that has not been contracted for relating to the abalone farm expansion.

Subsidiary becomes an associate and changes in control

The Group held an 80.011% equity interest in AYO as at 31 August 2017. Prior to the listing of AYO, a decision was made to issue 10% of its shares to a B-BBEE 
Consortium, which resulted in a dilution of the Group’s investment in AYO to 69.55%. On 21 December 2017 AYO listed on the main board of the JSE, prior to which 
AYO issued shares under a private placement resulting in a further dilution of the Group’s shareholding to 49.36%. Please refer to the statement of changes in 
equity for the effect of the transaction on retained earnings and non-controlling interest without a loss of control on this date.

This investment was accounted for as a discontinued operation up to and including 24 August 2018 with its financial results being reclassified to discontinued 
operations. Subsequent to 24 August 2018, the investment became an associate as the Group relinquished control over AYO, when the Board of directors was 
restructured to comprise of a majority of independent non-executive directors, resulting in AEEI no longer unilaterally directing the relevant activities of 
the business from this date.

The effect of the transaction is therefore as follows:
                                                                                                     Reviewed
                                                                                               31 August 2018
                                                                                                        R'000

Derecognise assets (including goodwill) and liabilities at date control is lost IFRS10.B98(a)      (4 474 831)
Derecognise non-controlling interest IFRS10.B98(a)                                                  5 767 589
Net assets value derecognised                                                                       1 292 758
Fair value of remaining interest in AYO IFRS10.B98(b)                                               4 756 271
Gain on deemed disposal of subsidiary                                                               6 049 029
Investment in associate
Balance as at 01 September 2017                                                                       780 559
Amount transferred to investment in associate                                                       4 756 271
Share of profits in associate                                                                          57 914
Dividend received from associate                                                                      (18 746)
Balance of investment in associates as at 31 August 2018                                            5 575 997

During the year under review the volume weighted average price was used as an assessment of the share which resulted in no impairment being required.

Discontinued operations

During the year the Group lost control of AYO as mentioned previously, which resulted in the reclassification of AYO to discontinued operations in terms of
IFRS 5 – Non-current assets held for sale and discontinued operations.

The breakdown of the profit from discontinued operations are as follows:

                                                                                     Reviewed       Restated
                                                                               31 August 2018 31 August 2018
                                                                                        R'000          R'000
Revenue                                                                               645 548        475 587 
Cost of sales                                                                        (439 909)      (315 582)
Other income                                                                            1 802          8 238 
Expenses                                                                             (220 256)      (119 552)
Investment revenue                                                                    216 899          2 107 
Loss from equity Accounted Investments                                                      -           (529)
Finance Cost                                                                             (379)          (715)
Profit before tax                                                                     203 705         49 554 
Taxation                                                                              (44 172)       (11 291)
Profit from continuing Operations                                                     159 533         38 263 
Profit from discontinued Operations                                                         -          2 810
Profit for the Year                                                                   159 533         41 074 

Reclassification of prior year

Upon loss of control of AYO, certain items previously included in the condensed consolidated profit and loss and other comprehensive income was reclassified as 
the criteria of IFRS 5- Non-current held for sale and discontinued operations were met. The effect is that net revenue and expenses related to AYO is reflected in 
the discontinued operations note and the net total profit for AYO has been reflected in profit from discontinued operations. 

Effective tax rate

As a result of the deferred tax raised on the Group’s investment in AYO as an associate of R1,07bn, this resulted in a significant increase in the tax rate during  
the year.

Events after reporting period

Subsequent to year end on the 9 November 2018, the board approved a buyback of shares, which management believe is trading at a discount, creating shareholder value.

A final gross dividend of 12.00 cents per share has been declared after the reporting period but before the financial statements were authorised for issue.

The directors are not aware of any other material facts or circumstances which occurred between the statement of financial position date and the date of this report that
would require any adjustments to the annual financial statements.

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 2018, the Group held the following instruments measured at fair value:

2018                 Level 1  Level 2  Level 3  Total
                    R'000s   R'000s   R'000s   R'000s

Listed shares      202 201        -        -  202 201
Unlisted shares          -        -  217 704  217 704
Biological assets        -        -   68 021   68 021
Total              202 201        -  285 725  487 926

2017               Level 1  Level 2  Level 3    Total
                    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

Refer to fair value adjustments in the Group's Statement of Comprehensive Income.

Reporting entity

African Equity Empowerment Investments Limited ("AEEI") is a company domiciled in South Africa. These provisional condensed consolidated annual financial statements as
at and for the year ended 31 August 2018 comprises AEEI 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 B-BBEE and sound corporate governance and ethical practices.

Use of judgements and estimates

In preparing these provisional 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. Final 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 2017.

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 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 in accordance with the Group's reporting policies.

Basis of preparation

The provisional reviewed condensed consolidated 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 provisional condensed financial statements. The JSE Listings Requirements require financial reports to be
prepared in accordance with the framework concepts, the measurement and recognition requirements of 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 reviewed results for the year ended 31 August 2018 are in terms of IFRS and are consistent with the accounting policies applied in the preparation of the
audited consolidated annual financial statements for the year ended 31 August 2017.

The provisional reviewed condensed consolidated annual financial results were prepared by the Group Financial Manager, Wakeel McLachlan B. Com (Hons), CA(SA). 
The external auditor, BDO, reviewed the provisional condensed consolidated statement of financial position of AEEI as at 31 August 2018 and the related condensed 
consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and other explanatory notes. The review has been conducted 
in accordance with the International Standard on Review Engagements 2410. Copies of the unqualified report of BDO are available for inspection at the registered 
office of the Company. The auditor’s report does not necessarily report on all the information contained in this announcement. 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 review report, together with the 
accompanying financial information, from the issuer’s registered office.

Prospects

AEEI will continue its strategic focus to grow the value of its core operational investments and improve the value add to our strategic investments as well as our
investments in associates.

The AEEI Group has built a solid platform for further organic growth and has positioned itself well to further increase its investments by acquisition. Management is
focused on its five-year strategic plan ("Vision 2020 Vision") and has firmed up its acquisition pipeline for both its fishing and brands division and ICT associate.

The Group's auditors have not reviewed nor reported on any comments relating to future prospects.

Change in the directorate and company secretary

At the annual general meeting ("AGM") held on 21 February 2018, Mr Salim Young did not make himself available for re-election at the AGM and accordingly the requisite
resolution was withdrawn.

The Board further advises that Mr Abdul Malick Salie was been appointed to the Board of directors as an executive director in the capacity of Chief Investment Officer
effective 21 February 2018.

Advocate Dr Ngoako Ramatlhodi was appointed as the lead independent non-executive director to the Board of AEEI effective 7 March 2018.

Ms Nobulungisa Mbaliseli resigned as the company secretary on 3 September 2018, and Mr Damien Terblanche was appointed on 4 September as the new company secretary. 

Dividends

The Board of Directors are pleased to announce that it has approved and declared a dividend of 12.00 cents per share for the year ended 31 August 2018 from income
reserves. The final dividend amount, net of South African dividend tax of 20% which equates to 2.40 cents per share, is therefore 9.60 cents per share for those
shareholders that are not exempt from dividend tax.

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)                                                  12.00
Dividend net of dividend withholding tax                                           9.60
Last day to trade cum dividend                                Tuesday, 11 December 2018
Trading ex-dividend commences                               Wednesday, 12 December 2018
Record date                                                    Friday, 14 December 2018
Date of payment                                               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.

Appreciation

We wish to thank our employees, Group executives, management, our Board of directors as well as our strategic partners, stakeholders and business partners for their
loyalty and dedication in contributing to the success of the Group.

Reverend Dr Vukile Mehana                   Mr Khalid Abdulla
Independent non - executive chairman        Chief executive officer

Cape Town
13 November 2018

Directors:
*Khalid Abdulla (Chief executive officer); Reverend Dr Vukile Mehana (Independent non-executive Chairman); Johannes Mihe Gaomab; Aziza Amod; Takudzwa Hove 
*Cherie Felicity Hendricks; *Chantelle Ah Sing; Zenariah Barends; *Abdul Malick Salie (appointed 21 February 2018) and Advocate Dr Ngoako Ramatlhodi (appointed 07 March 2018)
*Executive directors*

Company secretary:
Damien Terblanche (appointed 04 September 2018)
Registered address: Quay 7, East Pier, Victoria and Alfred Waterfront, Cape Town, 8001
Email: damien@aeei.co.za

Transfer secretaries:
Link Market Services South Africa (Pty) Ltd,
19 Ameshoff Street,13th Floor, Rennie House, Braamfontein, Johannesburg, 2000

Auditors:
BDO Cape Inc, 6th Floor, 123 Hertzog Boulevard, Cape Town, 8001

Sponsor:
PSG Capital Proprietary Limited, 1st Floor, Ou Kollege Building, 35 Kerk Street, Stellenbosch, 7600



Date: 13/11/2018 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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