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AFP
AFP
AFP - Alexander Forbes Equity Holdings (Proprietary) Limited - Abridged
reviewed results for the year ended 31 March 2009
Alexander Forbes Equity Holdings (Proprietary) Limited
(Incorporated in the republic of South Africa)
Registration number: 2006/025226/07
Abridged reviewed results for the year ended 31 March 2009
REVIEW OF ACTIVITIES
Alexander Forbes Equity Holdings (Proprietary) Limited ("AFEH" or "the
company") is the ultimate holding company of the Alexander Forbes group of
companies ("the group"). AFEH acquired the entire issued share capital of
Alexander Forbes Limited effective 26 July 2007 ("the effective date")
following the implementation of a scheme of arrangement in terms of section
311 of the Companies Act No 61 of 1973, as amended ("the scheme of
arrangement"). Although AFEH is a privately held company, its financial
statements are made publically available in conjunction with those of
Alexander Forbes Preference Share Investments Limited in terms of the
undertakings given in the prelisting statement issued by that company.
Details of the scheme of arrangement were provided in the circular to
shareholders issued by Alexander Forbes Limited on 30 May 2007 and in the pre-
listing statement issued by Alexander Forbes Preference Share Investments
Limited on 10 July 2007.
AFEH`s prior year results are presented for the thirteen months ended 31 March
2008, but include only eight months of trading results covering the period
from the effective date of acquisition of Alexander Forbes Limited on 26 July
2007 up to the year end reporting date of 31 March 2008, the current year
includes 12 months trading results. The full segmental trading results of the
acquired Alexander Forbes group for both the twelve month periods ended 31
March 2009 and 31 March 2008, as well as commentary thereon, is provided in
note 12 to these results in order to provide more comprehensive information
concerning the recent trading performance of the acquired group.
The implementation of the equity and debt funding structure at the time of
acquisition of Alexander Forbes Limited has exposed the group to financial
risk in relation to increases in variable interest rates and volatility of the
Rand against foreign currencies. These risks have substantially been mitigated
by implementing interest rate and currency hedges, which are of a medium term
duration.
The operating loss reported by AFEH in its capacity as the ultimate holding
company of the group, is mainly as a result of the amortisation and write-off
of intangible assets and goodwill which arose on consolidation following the
acquisition of the profitable Alexander Forbes operating group in terms of the
private equity transaction referred to above. The operating group reported a
trading profit for the year under review. Interest costs relating to the
funding structure further increases the loss reported by the acquisition
entities. It should be noted that these amortisation charges, impairment
write-offs and a significant component of the interest costs are non-cash
items.
As detailed in the pre-listing statement issued by Alexander Forbes Preference
Share Investments Limited on 10 July 2007, AFEH does not intend to declare any
dividends for the foreseeable future.
Changes in directorate
We are very pleased to report that Mr Vuyani Ngalwana was appointed to the
board as independent non-executive director on 3 November 2008.
M S Moloko B Campbell
Chairman Group chief executive
17 June 2009
Sandton
Alexander Forbes Equity Holdings (Pty) Limited
Abridged consolidated income statement
for the year ended 31 March 2009
13 mths
12 mths (8 mths
trading)
31-Mar 31-Mar
2009 2008
Notes Rm Rm
Income from continuing operations 3 5 396 3 465
Operating expenses (4 410) (2 746)
Trading result from continuing 986 719
operations
Professional indemnity insurance cell (11) (41)
Amortisation of intangible assets (190) (133)
arising from business combinations
Non recurring items 4 48 (87)
Impairment losses and other capital 5 (347) 39
gains
Operating profit 486 497
Net finance costs 6 (742) (515)
Share of associates profits (after 1 3
tax)
Loss before taxation (255) (15)
Taxation (158) (105)
Loss from continuing operations (413) (120)
Loss from discontinued operations (16)
-
Attributable loss for the year (413) (136)
Attributable to:
Ordinary shareholders (464) (170)
Minority interests 51 34
(413) (136)
Headline loss per ordinary share 7 (31) (55)
(cents)
Basic loss per ordinary share (cents) (123) (45)
Number of ordinary shares
Issued 377 377
Weighted average (from effective 377 377
date)
Alexander Forbes Equity Holdings (Pty) Limited
Abridged consolidated balance sheet
at 31 March 2009
31-Mar 31-Mar
2009 2008
Notes Rm Rm
ASSETS
Financial assets held under multi- 134 678 143 501
manager investment contracts
Financial assets of cell captive 7 498 6 795
insurance facilities
Housing loans secured by retirement 750 750
fund assets
Property and equipment 208 215
Purchased and developed computer 210 230
software
Goodwill 5 335 5 675
Other intangible assets 2 091 2 264
Investments in associates 8 7 13
Deferred tax assets 148 124
Financial assets 365 356
Insurance related receivables 330 324
Trade and other receivables 1 778 1 964
Cash and cash equivalents 2 495 3 322
Total assets 155 893 165 533
EQUITY AND LIABILITIES
Shareholders` funds 2 578 3 291
Minority shareholders` interests 205 238
Total equity 2 783 3 529
Financial liabilities held under multi- 134 646 143 473
manager investment contracts
Liabilities of cell captive insurance 7 498 6 795
facilities
Securitisation funding for housing 750 750
loans
Borrowings 5 857 5 633
Deferred consideration for 8 6
acquisitions
Employee benefits 155 150
Deferred tax liabilities 719 816
Provisions 608 724
Deferred income 263 267
Insurance related payables 1 379 2 043
Trade and other payables 1 227 1 347
Total liabilities 153 110 162 004
Total equity and liabilities 155 893 165 533
Total equity per above 2 783 3 529
Number of ordinary share in issue 377 377
(millions)
Net asset value per ordinary share 738 936
(cents)
Alexander Forbes Equity Holdings (Pty) Limited
Abridged Consolidated Cash Flow Statement
for the year ended 31 March 2009
12 13 mths
mths (8 mths
trading)
31-Mar 31-Mar
2009 2008
Rm Rm
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations 1 142 731
Net finance costs requiring servicing (502) (253)
Cash settlement of cash management and retirement (91) (91)
benefit commitments
Taxation paid (281) (238)
Operating cash flows 268 149
Movement in working capital (56) 278
Movement in insurance balances (669) 564
Net cash flows from operating activities (457) 991
CASH FLOWS FROM INVESTING ACTIVITIES
Subsidiaries and businesses acquired net of (18) (8 297)
disposals
Proceeds from sale of subsidiaries, associates - 20
and businesses
Net movement in financial assets (63) (3)
Proceeds from sale of other investments -
58
Proceeds on disposal of property and equipment 1
10
Capital expenditure for the period (102) (60)
Net cash outflow from discontinued operations
- (67)
Cash outflows from investing activities
(115) (8 406)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of share issues - 3 261
Net borrowings (repaid) / advanced
(64) 4 874
Payments to minority shareholders (84) (8)
Net cash (outflows)/inflow from financing (148) 8 127
activities
Net movement in cash and cash equivalents (720) 712
Cash and cash equivalents at beginning of period 3 322 -
Cash balances of subsidiaries and businesses 5 2 562
acquired
Foreign subsidiaries translation adjustment (112) 48
CASH AND CASH EQUIVALENTS AT END OF PERIOD 2 495 3 322
Alexander Forbes Equity Holdings (Pty) Limited
Abridged Consolidation statement of changes in Equity
for the year ended at 31 March 2009
Share Non- Accumula Ordinary Minority Total
capital distri ted loss share- share- equity
and butabl holders` holders`
premium e equity interests
reserv
es
Rm Rm Rm Rm Rm Rm
At 28 February - - - - - -
2007 *
Shares issued 3 323 - - 3 323 - 3 323
on 26 July 2007
Equity raising (62) - - (62) - (62)
fees deducted
from share
premium
Minority - - - - 210 210
shareholders
interests of
the acquired
Alexander
Forbes group
Movement in - 43 - 43 9 52
foreign
currency
translation and
other reserves
Movement in - 648 - 648 - 648
cash flow hedge
Foreign - (491) - (491) - (491)
currency
movement in
euro loan
(Loss) / Profit - - (170) (170) 34 (136)
for the period
Other movements - - - - (15) (15)
in minority
interests
At 31 March 3 261 200 (170) 3 291 238 3 529
2008
Movement in - (94) - (94) - (94)
cash flow hedge
Foreign - (47) - (47) - (47)
currency
movement in
euro loan
Movement in - (108) - (108) - (108)
foreign
currency
translation and
other reserves
(Loss) / profit - - (464) (464) 51 (413)
for the year
Dividend paid - - - - (84) (84)
to minorities
At 31 March 3 261 (49) (634) 2 578 205 2 783
2009
* The issued share capital of the company at 28 February 2007 was R100.
Alexander Forbes Equity Holdings (Pty) Limited
for the year ended 31 March 2009
Notes:
31-Mar 31-Mar
2009 2008
Rm Rm
1. Basis of preparation
These abridged results have been prepared
in accordance with, and comply with,
International Financial Reporting
Standards ("IFRS"), including IAS 34
(Interim financial reporting) and the
South African Companies Act No 61 of
1973, as amended.
The accounting policies applied in the
preparation of these results are
consistent with those detailed in the
financial statements issued by Alexander
Forbes Equity Holdings (Proprietary)
Limited for the year ended 31 March 2008.
There have been no new standards or
interpretations, which have had a
material effect on the results.
In accordance with IFRS 3 Business
Combinations, the excess of the purchase
consideration over the tangible net asset
value of the acquired Alexander Forbes
group is allocated between goodwill,
computer software and other intangible
assets. A comprehensive purchase price
allocation exercise has been completed
and the result of this exercise has been
accounted for in these abridged results
including the restatement of the 31 March
2008 comparatives.
2. Exchange rates
The income statements and balance sheets
of significant foreign subsidiaries have
been translated to Rands as follows:
Weighted average R :GBP rate 14.3 15.1
Closing R :GBP rate 13.8 16.0
3. Income from continuing operations
Fee and commission income 4 893 3 131
Operational interest income 50 29
Interest and other finance income from 142 120
finance operations
less: directly related interest expense (91) (55)
Net premium and investment income from 1 059 644
insurance operations
less: net claims and transfers to (657) (404)
policyholder funds
Total income from continuing operations 5 396 3 465
4. Non - recurring items
Realised profit on early close out of 77 -
market hedge
Cost relating to strategic review (16) -
Cost relating to settlement of (14) -
warrantee claim
Other non-recurring items 1 -
Costs relating to the private equity - (87)
transaction
Non -recurring items 48 (87)
5. Impairment losses and other capital
gains
Impairment of goodwill arising on (354) -
acquisition of the Alexander Forbes
group
Deferred profit on sale of subsidiary - 20
Reversal of previously impaired loan - 15
note
Other 7 4
Impairment losses and other capital (347) 39
gains
The goodwill balance arises primarily
from the acquisition of the Alexander
Forbes group effective 26 July 2007.
In line with the accounting policy of
the group the goodwill balance is
assessed annually for impairment. The
impairment review for the year ended 31
March 2009 has resulted in an
impairment charge of R354 million. The
impairment charge specifically relates
to the International Financial Services
and the South Africa Financial Services
cash generating units in the amounts of
R224 million and R130 million
respectively. It should be noted that
goodwill in respect of cash generating
units where developments may justify an
increase in value, would not result in
an increase in carrying value under the
current accounting standards.
6. Net finance costs
Interest income 107 52
Finance costs requiring servicing (623) (305)
Net finance costs requiring servicing (516) (253)
Accrued interest (226) (262)
Total net finance costs (742) (515)
7. Calculation of headline earnings per
share
Loss attributable to ordinary (464) (170)
shareholders (IAS 33 earnings)
Adjusting items
- Impairment losses and other capital 347 (39)
gains
Headline attributable loss for the year (117) (209)
Weighted average number of shares (from 377 377
effective date)
Headline loss per share (cents) (31) (55)
8. Investments in associates
Carrying value in balance sheet 7 13
Directors` valuation of associates 17 21
9. Capital expenditure and commitments
Depreciation of property and equipment 91 59
and amortisation of computer software
for the period
Capital expenditure for the period 102 60
Operating lease commitments
Due within one year 148 161
Thereafter 357 513
505 674
10. Subsequent events
On the 22nd of May 2009 certain shareholders entered into a transaction to
repurchase the high yield term loan and various related instruments issued by
Alexander Forbes Funding (Proprietary) Limited. The restructuring of the term
loan, and subsequent amendments to certain terms of the loan, result in
significant benefit to the group. Amongst other benefits, the new terms will
provide additional flexibility necessary to continue the groups` strategic
development. A further announcement, containing additional details of the
transaction and an intended offer to other shareholders to participate, will
be made public in due course.
11. Reconciliation to prior period
reported numbers
In accordance with IFRS 3
(Business Combinations), a
comprehensive purchase price
allocation project was
completed as at 31 July 2007.
The purpose of this exercise
was to allocate the excess
purchase consideration over
tangible net asset value among
goodwill, computer software
and other intangible assets.
In terms of the standard, the
company has 12 months in which
to complete this allocation.
The allocation was completed
by July 2008.
In addition to the IFRS 3
(Business Combinations)
restatements above, certain
other restatements and
reclassifications to the prior
year balances were made. The
most significant of which
relates to the restatement of
a Euro denominated loan which
was previously incorrectly
carried at the hedged exchange
rate rather than the spot
rate. These reclassifications
have no impact on our reported
earnings of the previous
period. The impact on the
balance sheet is included in
the analysis below.
A reconciliation of the
changes to the 31 March 2008
balances as a result of the
above is given below:
Previously Restatem Currently
reported ent Reported
2008 2008
Rm Rm
Total assets 165 688 (155) 165 533
Total liabilities (161 649) (355) (162 004)
Total equity 4 039 (510) 3 529
Income from operations 3 465 - 3 465
Operating expenses (2 746) - (2 746)
Trading result 719 - 719
Other expenses (213) (9) (222)
Operating profit 506 (9) 497
12. Historical segmental trading results of
the acquired Alexander Forbes group
The segmental trading results of the
acquired Alexander Forbes group for the
period ended 31 March 2009, including
comparative figures, are shown in the
table below. It should be noted that
these include trading results for the
period prior to being acquired by AFEH
and are presented solely to afford a
better comparison.
Segmental results of Alexander Forbes Limited
for the year ended 31 March 2009
Income from Trading results of
operations operations
31 Mar 31 Mar 31 Mar 31 Mar
2009 Var. 2008 2009 Var. 2008
12 % 12 12 % 12
Mths Mths Mths Mths
Africa (Rm)
SA Risk & 1 075 9% 989 299 16% 257
Insurance Services
SA Financial 1 455 8% 1 352 265 (15%) 313
Services
Investment 782 (3%) 809 252 0% 252
Solutions
Afrinet (Africa 293 30% 226 70 46% 48
excl-South Africa)
Total Africa (Rm) 3 605 7% 3 376 886 2% 870
International
(GBPm)
Financial Services 113.6 10% 103.5 8.7 (27%) 11.9
Investment (11%)
Solutions 7.5 8.4 (1.4) (180%) (0.5)
Total 121.1 8% 111.9 7.3 (36%) 11.4
International
(GBPm)
Total 1 791 11% 1 610 106 (37%) 168
International (Rm)
Total Group (Rm) 5 396 8% 4 986 992 (4%) 1 038
Commentary on segmental results
Alexander Forbes Limited achieved 8% growth in income from operations totaling
R5 396 million for the year ended 31 March 2009. Trading results of
operations declined by 4% to R992 million for the period largely as a result
of SA Financial Services and International Financial Services divisions
experiencing difficult trading conditions.
A brief commentary on the operating results of each of the main businesses is
detailed below.
SA Risk & Insurance Services
Income from operations increased by 9% to R1 075 million driven by record new
business gains across most of the business units. In excess of R100 million of
new annualised revenue was written during the year. Conditions in the
corporate insurance sector have become more challenging and clients have
benefited from the depth of skills and experience within the Risk Services
division. The business is benefitting from having invested in specialist teams
such as mining, aviation, marine and financial institutions.
Towards the end of the year our focused motor and household insurer, Alexander
Forbes Insurance, launched a new marketing campaign. This, together with a
significant investment in our distribution capacity, has seen a marked
increase in the amount of new premium business.
Guardrisk continues to deliver strong revenue and profit growth and has a five-
year cumulative annual growth rate in trading result of 24%. In particular,
its Life and Volume divisions performed extremely well and continued to gain
market share in the cell-captive industry. The business has won numerous
industry awards.
Alexander Forbes Compensation Technologies had a satisfactory year and grew
further from the attainment of a major long-term contract.
Expense growth was maintained at below inflation and contributed to the 16%
growth in trading results, which totaled R299 million for the year.
SA Financial Services
Income from operations increased by 8% to R1 455 million for the year under
review where the division benefitted from its focus on client retention.
Strong profit growth of 20% was experienced in our core Retirement Funds
division (comprising the Consulting, Actuarial and Retirement Fund
Administration divisions). This was counteracted by difficult trading
conditions in the Homeplan division (retirement fund based lending business),
which suffered from the turbulent credit markets and a higher cost of funding
the loan book.
The continued roll out of our Integrated Personal Financial Management (IPFM)
initiative was well received by our retail client base focusing on the
education of retirement fund members and the achievement of long term
financial security. This initiative ensures increased financial literacy among
clients who have implemented it.
Our Retail Investment and Advice business experienced record new business
flows and remains a key strategic focus area of the group. We continue to
steadily grow our distribution, ensuring we employ people who share our
passion for acting in the best interests of our clients. Our best-advice
Profile Range investment portfolios performed well compared with their
benchmarks, although volatile investment markets reduced assets under
advisement and administration.
The Health broking and consulting business performed well, in line with
expectations. A restructure has been completed and this area will now focus
on growing its core services relating to ill-health, disability and incapacity
management and complementing the services offered within the broking and
consulting business.
Africa Investment Solutions
Investment Solutions` revenue declined by 3% to R782 million mainly
attributable to a general decline in international and South African equity
markets. The impact of equity markets on the income was somewhat tempered by
the positive effect of certain market hedges entered into following the
implementation of the private equity transaction in order to protect the
income stream from Investment Solutions against such negative movements. This
combined with focused cost management which resulted in a reduction in overall
expenses assisted with achieving a commendable trading result of R252 million
in line with that of last year.
Net investment inflows were marginally negative, with the reduced flows mainly
driven by a marked increase in benefit payments due to retrenchments and
retirements and reduction in new staff hires by clients. Closing assets under
management declined by 11% from R139 billion to R125 billion mainly driven by
equity market movements.
We achieved comparatively good investment performance across all product
lines. The industry has suffered from overall negative returns in key asset
classes and it is therefore pleasing that all Investment Solutions` flagship
portfolios outperformed their respective benchmarks across one, three and five
years.
Due to market volatility, we expect continued uncertainty in the financial
markets in which we operate. Despite this, we remain confident that our
business is robust and has demonstrated the multimanager value proposition
particularly in turbulent markets.
Afrinet (Africa excl-South Africa)
Income from operations increased by 30% year on year to R293 million. During
the year under review, the division continued to focus on growing market share
in existing markets in addition to exploring potential new markets in other
African countries. The group has operations spanning 11 African countries
outside South Africa, a comprehensive network that is well positioned to
capitalise on the opportunities brought about by growing demand for our
services in these regions. Good organic growth was recorded in the Botswana,
Namibia, Malawi, Mozambique, Tanzania and Uganda operations. This was despite
hardening trading conditions as well as volatile foreign-exchange movements.
International Financial Services
The International Financial Services group recorded revenue growth of 10% to
GBP113.6 million although profits were significantly down as the effects of
the recession in the United Kingdom impacted, particularly, the small and
medium corporate sector, which is the core market for Alexander Forbes
Financial Services ("AFFS"). Employee contributions to pensions and
expenditure on healthcare and risk solutions, in aggregate, were negatively
affected by redundancy programs, curtailment of expenditure by employers and,
in some instances, insolvencies of employers. In response to declining
volumes, AFFS undertook a redundancy program in the final quarter of the year
to reduce its cost base. The Healthcare division and Alexander Forbes Trustee
Services performed in line with expectation, posting moderate growth. Overall,
the AFFS businesses made a trading loss of GBP2.3 million, down from a profit
of GBP1.6 million in the previous year.
The actuarial consulting business, Lane Clark & Peacock, performed well across
all its businesses, being in the United Kingdom, Switzerland, Belgium, Ireland
and the Netherlands with revenue growth of 25%. This was driven by strong
organic growth with increased demand for actuarial and investment consulting
services as larger corporate clients, which is LCP`s target market, responded
to the credit crisis, recession and investment market volatility. This
resulted in a strong trading profit growth of 14%.
The businesses in the UK are enjoying a strong professional reputation, with
Lane Clark & Peacock receiving Corporate Adviser and FT Pension and Investment
Provider awards this year. AFFS was highly recommended in a number of
categories at the Corporate Adviser awards and during the year was awarded two-
star accreditation for "Investors in Customers".
International Investment Solutions
Income from operations for the year declined by 11% to GBP7.5 million as the
significant decline in investment markets affected the assets under management
and associated revenue. Assets under management fell from GBP1.3 billion at
31 March 2008 to GBP0.8 billion at 31 March 2009. As a direct consequence, the
trading loss for the year increased by GBP0.9 million to GBP1.4 million. New
business gains remain the key driver in successfully growing assets under
management to achieve a sustainable level of profitability and critical mass.
Developments and prospects
Under the guidance of an experienced and energised management team, Alexander
Forbes is well positioned to operate both responsibly over the current period
of market turbulence and benefit from the upturn as and when markets improve.
In line with our culture of innovation and service excellence, we will
continue to focus on providing value and relevant solutions to all our clients
particularly through these volatile markets. Our clients are the basis of our
business and we are privileged to have their continued support. The
restructuring of a significant component of our funding structure, reported
above under subsequent events, is also aimed mainly at providing the group
with the financial flexibility to continue its strategic development over the
next number of years.
Like many forward-thinking organisations, we continually review our
strategies. Consequently, we are running a number of key projects through a
centralised project management office to ensure we maximise growth
opportunities and effectively contain costs.
In 2008, we launched our values programme, through which we endeavour to
formalise the positive values to which we, as a group, aspire. Through a
number of specific activities the programme was embedded across the
organisation during the course of this year and this process will continue
through 2009.
Our culture actively encourages the promotion of a transformed, innovative
organisation within the boundaries of strict adherence to corporate
governance. We celebrate diversity within the workplace and remain committed
to this and to our other values under the supervision of a board appointed
Transformation Committee. We are extremely proud to have recently received
independent confirmation of a level 3 transformation rating from Empowerdex as
at 31 March 2009.
As part of the continued work we are doing in this area the Board of AFEH has
appointed Dr Len Konar as chair of the Board`s Audit Committee and Advocate
Vuyani Ngwalana (former Pension Funds Adjudicator) who, as previously
announced, has been appointed to the board of AFEH and serves on the Group
Audit Committee and has been appointed as a director to Alexander Forbes
Financial Services (Proprietary) Limited.
Review Opinion
Our auditors, PricewaterhouseCoopers Inc., have reviewed the abridged
financial information in this report for the year ended 31 March 2009. A copy
of their unqualified review report is available at the registered office of
the company upon request.
Directors:
Independent directors:
D Konar, V R Ngalwana
Non-executive directors:
M S Moloko (Chairman), A J Claerhout, AC De Beer (Alternate), L Hall, N C
Kolbe (Alternate), K A Mills (Alternate), P G Nkadimeng, M C Ramaphosa, A
Roux, P Schmid, J A van Wyk
Executive directors:
B Campbell (Group chief executive), D M Viljoen (Group finance director)
Company secretary:
J E Salvado
Investor relations:
J E Salvado
Registered office:
Alexander Forbes Place, 61 Katherine Street, Sandown, 2196
Transfer secretaries:
Computershare Investor Services (Pty) Limited.
Ground Floor, 70 Marshall Street, Johannesburg. PO Box 61051, Marshalltown,
2107
Sponsor:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
1 Merchant Place, corner Fredman Drive and Rivonia Road, Sandton, 2196
Date: 17/06/2009 13:21:01 Produced by the JSE SENS Department.
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