| Mon 22 Jun 2009, 17:00 | | REM - Remgro Limited - Audited Consolidated Results for the Year Ended 31 |
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REM
REM
REM - Remgro Limited - Audited Consolidated Results for the Year Ended 31
March 2009 and Cash Dividend Declaration
Remgro Limited
Registration number 1968/006415/06
ISIN ZAE000026480 & Share Code REM
("Remgro" or "the Group")
AUDITED CONSOLIDATED RESULTS FOR THE YEAR ENDED 31 MARCH 2009 AND CASH
DIVIDEND DECLARATION
Salient features
Final ordinary dividend per share: 110 cents
Headline earnings per share: -41.7%
Headline earnings per share from continuing operations: -30.3%
Intrinsic value per share at year-end: R99.15
Successful unbundling of BAT shares and Reinet depositary receipts to
shareholders
Abridged consolidated balance sheet
2009 2008
R`m R`m
Assets
Property, plant and equipment 2 756 2 568
Biological agricultural assets 76 67
Investment properties 34 33
Intangible assets 394 408
Investments - Associated companies 23 795 43 175
- Joint ventures 84 64
- Other 4 742 8 551
Retirement benefits 100 103
Loans 100 2
Deferred taxation 10 4
Investment in money market funds 1 578 -
Cash and cash equivalents 5 050 3 934
Other current assets 3 397 2 918
Total assets 42 116 61 827
Equity and liabilities
Shareholders` equity 38 072 57 227
Minority interest 715 648
Total equity 38 787 57 875
Interest-bearing loans 242 311
Other non-current liabilities 981 1 683
Non-interest-bearing current liabilities 2 106 1 958
Total equity and liabilities 42 116 61 827
Net asset value per share (Rand)
- At book value R80.75 R121.11
- At intrinsic value (unaudited)
- at year-end R99.15 R253.67
- at 19 June 2009 (17 June 2008) R101.12 R242.26
Abridged consolidated income statement
2009 2008
R`m R`m
Continuing operations
Sales 11 455 9 447
Inventory expenses (7 245) (5 415)
Personnel costs (1 744) (1 621)
Depreciation (271) (251)
Other net operating expenses (1 480) (1 109)
Trading profit 715 1 051
Dividends received 355 274
Interest received 197 296
Finance costs (49) (43)
Net impairment of investments, assets and goodwill (442) 19
Profit on sale and restructuring of investments 24 1 665
Consolidated profit before tax 800 3 262
Taxation (268) (419)
Consolidated profit after tax 532 2 843
Share of after-tax profit of associated companies 2 389 3 825
and joint ventures
Net profit for the year from continuing operations 2 921 6 668
Discontinued operations
Profit for the year from discontinued operations 42 503 3 385
Net profit for the year 45 424 10 053
Attributable to:
Equity holders 45 330 9 893
Continuing operations 2 827 6 508
Discontinued operations 42 503 3 385
Minority interest 94 160
45 424 10 053
Associated companies and joint ventures
Share of after-tax profit of associated companies
and joint ventures (continuing operations)
Profit before taking into account impairments, non- 3 208 5 070
recurring and capital items
Net impairment of investments, assets and goodwill (253) (18)
Profit on the sale of investments 360 188
Other non-recurring and capital items (11) 32
Profit before tax and minority interest 3 304 5 272
Taxation (809) (1 153)
Minority interest (106) (294)
2 389 3 825
Reconciliation of headline earnings
2009 2008
R`m R`m
Continuing operations:
Net profit for the year attributable to equity 2 827 6 508
holders
Plus/(minus):
- Net impairment of investments, assets and 442 (15)
goodwill
- Profit on sale and restructuring of investments (24) (1 665)
- Net (surplus)/loss, on disposal of property, 3 (114)
plant and equipment
- Non-headline earnings items included in equity (117) (208)
accounted earnings of associated companies and
joint ventures
- Taxation effect of adjustments 34 32
- Minority interest 3 13
Headline earnings from continuing operations 3 168 4 551
Discontinued operations:
Net profit for the year attributable to equity 42 503 3 385
holders
Plus/(minus):
- Profit on the distribution of investments (40 805) -
- Non-headline earnings items included in equity (223) 86
accounted earnings of associated companies and
joint ventures
- Taxation effect of adjustments 17 (26)
- Minority interest - (5)
Headline earnings from discontinued operations 1 492 3 440
Total headline earnings from continuing and 4 660 7 991
discontinued operations
Earnings and dividends
2009 2008
Cents Cents
Headline earnings per share
- Basic 987.7 1 692.8
Continuing operations 671.5 964.1
Discontinued operations 316.2 728.7
- Diluted 954.8 1 649.0
Continuing operations 659.2 928.3
Discontinued operations 295.6 720.7
Earnings per share
- Basic 9 607.9 2 095.7
Continuing operations 599.2 1 378.7
Discontinued operations 9 008.7 717.0
- Diluted 9 570.4 2 048.9
Continuing operations 584.6 1 339.5
Discontinued operations 8 985.8 709.4
Dividends per share
Ordinary 190.00 510.00
- Interim 80.00 180.00
- Final 110.00 330.00
Abridged consolidated statement of changes in equity
2009 2008
R`m R`m
Balance at 1 April 57 875 46 427
Total income accounted for 38 709 14 377
Exchange rate adjustments (436) 2 362
Net fair value adjustments for the year (3 563) 1 962
Net (loss)/income directly accounted for in equity (3 999) 4 324
Realised to the income statement (2 716) -
Net profit for the year 45 424 10 053
Dividends paid (1 990) (2 252)
Dividend in specie (54 819) -
Increase of interest in subsidiary company - (660)
Purchase of shares by wholly owned subsidiary (666) -
(treasury shares)
Capital invested by minorities 14 58
Transfer between reserves and other movements 23 53
Change in reserves of associated companies and (531) (165)
joint ventures
Net disposal/(purchase) of shares by The Remgro 213 (18)
Share Trust
Long-term share incentive scheme reserve (37) 18
Shares issued - 37
Cancellation of treasury shares (4) -
Balance at 31 March 38 787 57 875
Abridged consolidated cash flow statement
2009 2008
R`m R`m
Cash flow from operating activities 1 129 1 226
Taxation paid (280) (497)
Dividends received 1 494 3 548
Cash available from operating activities 2 343 4 277
Dividends paid (2 120) (2 252)
Net cash inflow from operating activities 223 2 025
Investing activities 2 631 (3 438)
Financing activities 10 84
Net increase/(decrease) in cash and cash 2 864 (1 329)
equivalents
Investment in money market funds (1 578) -
Exchange rate gain/(loss) on foreign cash (98) 259
Cash and cash equivalents at the beginning of the 3 831 4 901
year
Cash and cash equivalents at the end of the year 5 019 3 831
Cash and cash equivalents - per balance sheet 5 050 3 934
Bank overdraft (31) (103)
Additional information
2009 2008
R`m R`m
Discontinued operations
Equity accounted income from discontinued 2 417 3 385
operations
Realisation of reserves previously deferred in 2 695 -
equity
Pre-tax profit on disposal of discontinued 38 068 -
operations
Tax on the disposal of discontinued operations (677) -
Profit for the year from discontinued operations 42 503 3 385
On 7 October 2008 Remgro shareholders approved the unbundling of the
investment in BAT by way of an interim dividend in specie, and on
3 November 2008 Remgro distributed 192.9 million ordinary shares in BAT and
302.6 million Reinet Investments S.C.A. (Reinet) depositary receipts (DRs)
to Remgro shareholders in the ratio of 40.6054 BAT ordinary shares and
63.6977 Reinet DRs for every 100 Remgro shares held. Refer to the section
on BAT below for further details of the unbundling.
2009 2008
Number of shares in issue
- Ordinary shares of 1 cent each 439 479751 449 003 606
Issued at 1 April 449 003 606 448 802 207
Issued during the year - 201 399
Cancelled during the year (9 523 855) -
- Unlisted B ordinary shares of 10 cents each 35 506 352 35 506 352
Total number of shares in issue 474 986 103 484 509 958
Number of shares held in treasury (3 500 000) (11 972 555)
Ordinary shares repurchased and held in (3 500 000) (8 554 019)
treasury
Ordinary shares held by The Remgro Share - (3 418 536)
Trust and accounted for as treasury shares
471 486 103 472 537 403
Weighted number of shares 471 798 001 472 052 993
In determining earnings per share and headline earnings per share the
weighted number of shares was taken into account.
2009 2008
R`m R`m
Listed investments
Associated
- Book value 16 838 16 665
- Market value 18 904 22 147
Other
- Book value 4 651 8 483
- Market value 4 651 8 483
Unlisted investments
Associated
- Book value 6 957 26 510
- Directors` valuation 11 407 82 286
Joint ventures
- Book value 84 64
- Directors` valuation 84 64
Other
- Book value 91 68
- Directors` valuation 91 68
Additions to and replacement of property, plant and 463 464
equipment
Capital commitments 751 888
(Including amounts authorised, but not yet
contracted for)
Guarantees and contingent liabilities 435 58
Dividends received from associated companies and 1 528 3 297
joint ventures set off against investments
Comments
1. Accounting policies
The annual financial statements are prepared on the historical cost basis,
unless otherwise indicated, in accordance with International Financial
Reporting Standards (IFRS), including IAS 34: Interim Financial Reporting,
and in accordance with the requirements of the Companies Act (No. 61 of
1973), as amended, and the Listings Requirements of the JSE Limited.
These financial statements incorporate accounting policies that have been
consistently applied to both years presented.
During the year new accounting interpretations and amendments to IFRS became
effective. The adoption of these new accounting interpretations and
amendments to IFRS had no impact on the results of either the current or
prior years.
2. Comparison with prior year
With effect from 3 November 2008 the investment in British American Tobacco
Plc (BAT) was distributed to Remgro shareholders as an interim dividend in
specie. For the year under review the investment in BAT was accordingly only
equity accounted for the seven months to 31 October 2008, resulting in
distortions when comparing the headline earnings for the two years reported
on.
In order to facilitate year-on-year comparison, headline earnings and
headline earnings per share are also presented for continuing operations,
which excludes the equity accounted income of BAT, as well as all non-
recurring costs relating to the unbundling.
3. Results
Headline earnings
For the year to 31 March 2009 both headline earnings and headline earnings
per share decreased by 41.7% from R7 991 million to
R4 660 million and from 1 692.8 cents to 987.7 cents respectively.
Contribution to headline earnings
Year ended Year ended
31 March 31 March
2009 2008
R`m R`m
Tobacco interests 2 295 3 579
Financial services 1 576 2 120
Industrial interests 1 318 1 895
Mining interests 164 264
Corporate finance and other (693) 133
interests
4 660 7 991
Currency movements continued to impact the tobacco interests` contribution to
the Group`s earnings. Due to the weaker rand, the positive currency impact on
translation of R&R Holdings SA, Luxembourg`s (R&R) contribution to headline
earnings (consisting mainly of equity accounted income from BAT) was R141
million during the year under review, compared to R250 million in 2008, as
set out in the table below.
Year ended Year ended
31 March 31 March
2009 2008
Average exchange rate (R/GBP) 15.2235 14.2882
R&R`s contribution(GBP`m) 151 251
R&R`s contribution (R`m) 2 295 3 579
Favourable currency impact (R`m) 141 250
The combined contribution of FirstRand and RMBH to Remgro`s headline earnings
from financial services amounted to R1 576 million
(2008: R2 120 million). The decrease of 25.7% can be attributed mainly to an
increase in bad debts in the retail lending business of the banking division
as well as to equity trading losses.
The contribution of the industrial interests decreased by 30.4% to R1 318
million (2008: R1 895 million). Total South Africa`s contribution to headline
earnings amounted to a loss of R25 million (2008: R207 million profit). The
results of Total South Africa were materially impacted by the lower
international oil price during the second half of 2008, resulting in
substantial stock losses. Kagiso Trust Investments` (KTI) contribution to
headline earnings amounted to a loss of R139 million (2008: R88 million
profit). KTI`s results were negatively impacted by unfavourable fair value
adjustments amounting to R368 million (2008: R38 million favourable) relating
to its holding of Metropolitan Holdings Limited convertible preference
shares. Distell reported good results with its contribution to headline
earnings amounting to R304 million (2008: R261 million). Rainbow reported
lower results with its contribution to Remgro`s headline earnings amounting
to R235 million (2008: R377 million), while Unilever`s contribution to
headline earnings amounted to R231 million (2008: R229 million). Tsb Sugar
reported excellent results with its contribution to headline earnings
amounting to R187 million (2008: R121 million). Tsb Sugar`s results were
favourably impacted by the current high world price of sugar as well as
favourable climatic conditions resulting in high levels of sugar production.
Medi-Clinic and Nampak`s contribution to headline earnings amounted to R288
million and R105 million respectively (2008: R285 million and R163 million).
Mining interest`s contribution to headline earnings decreased by 37.9% to
R164 million (2008: R264 million). Dividends received from Implats amounted
to R346 million (2008: R267 million). Trans Hex reported a headline loss of
R637 million for the year under review (2008: R8 million loss). Remgro`s
share of this loss amounted to R182 million (2008: R3 million loss).
Included in Trans Hex`s results for the 2009 financial year are impairment
losses amounting to R370 million.
The contribution of corporate finance and other interests decreased to a
headline loss of R693 million (2008: R133 million profit). The decrease can
be attributed mainly to Secondary Taxation on Companies (STC) amounting to
R686 million payable on the dividend in specie, as well as losses amounting
to R108 million which were equity accounted from the investment in Xiocom
(2008: R38 million loss for eight months of the year). Lower interest rates
than in the comparative year also resulted in a decrease in the contribution
from the central treasury division of R36 million. Also included in headline
earnings, are foreign currency profits amounting to
R50 million realised on the repatriation of R&R dividends.
Headline earnings from continuing operations
In order to facilitate year-on-year comparison, headline earnings and
headline earnings per share are also presented for continuing operations,
which excludes the equity accounted income of BAT, as well as all non-
recurring costs relating to the unbundling, as set out in the following
table.
Year ended Year ended
31 March 31 March
2009 2008
R`m R`m
Headline earnings as reported 4 660 7 991
Equity accounted income of BAT (2 211) (3 440)
STC on the BAT unbundling 686 -
Other non-recurring costs relating to the 33 -
unbundling
Headline earnings from continuing 3 168 4 551
operations
Headline earnings per share as reported 987.7 1 692.8
(cents)
Headline earnings per share from 671.5 964.1
continuing operations (cents)
Headline earnings from continuing operations decreased by 30.4% from R4 551
million to R3 168 million, while headline earnings per share from continuing
operations decreased by 30.3% from 964.1 cents to 671.5 cents.
Earnings
Total earnings increased by 358.2% to R45 330 million (2008: R9 893 million),
mainly as a result of the capital gain amounting to
R40 805 million realised on the unbundling of the investment in BAT.
During the year under review Remgro made an impairment provision amounting to
R438 million in respect of three of its investments, i.e. Dorbyl, Trans Hex
and PGSI, as their carrying values exceeded their estimated recoverable
amounts.
4. Intrinsic value
Remgro`s intrinsic value per share at 31 March 2009 was R99.15. Refer to
Annexure A for full details. The intrinsic value per share on Friday, 19 June
2009 was R101.12.
5. British American Tobacco Plc (Bat)
Prior to the unbundling of the investment in BAT during November 2008,
Remgro`s interest in BAT was represented by its one-third holding of the
ordinary shares and all of the "2005" participation securities issued by R&R.
The balance of the ordinary share capital of R&R was held by Compagnie
Financiere Richemont SA. In addition to the above, Remgro also held one-third
of the "2006" participation securities issued by R&R.
For the seven months to 31 October 2008 Remgro`s share of R&R`s headline
earnings consisted of 35.46% of R&R`s share of the attributable profit of BAT
and its share of R&R`s non-BAT income (including income attributable to its
investment in the "2006" participation securities referred to above).
2009 2008
GBP`m GBP`m
Attributable profit of BAT before non-recurring and 1 359 2 275
capital items
R&R`s share of the attributable profit of BAT:
- 30.06% to 30.20% (2008: 29.62% to 29.97%) 410 679
R&R`s non-BAT income 10 12
R&R`s headline earnings for the year ended 420 691
31 March
Remgro`s share thereof:
- 35.46% of R&R`s share of the attributable profit 145 241
of BAT
- portion of R&R`s non-BAT income 6 10
151 251
R`m R`m
Translated at an average R/GBP rate of 15.2235 2 295 3 579
(2008: 14.2882)
BAT has a 31 December year-end and reports to its shareholders on a quarterly
basis. Additional information in respect of BAT, including copies of the
annual and quarterly reports, is available from the BAT website at
www.bat.com.
On 7 October 2008 Remgro shareholders approved the unbundling of the
investment in BAT by way of an interim dividend in specie, and on 3 November
2008 Remgro distributed 192.9 million ordinary shares in BAT and 302.6
million Reinet Investments S.C.A. (Reinet) depositary receipts (DRs) to
Remgro shareholders in the ratio of 40.6054 BAT ordinary shares and 63.6977
Reinet DRs for every 100 Remgro shares held.
The interim dividend in specie amounted to a total amount of R55.2 billion
and Secondary Taxation on Companies (STC) of R686.0 million was payable on
this dividend. In addition to the STC payable, Securities Transfer Tax (STT)
amounting to R144.1 million was also payable. As R129.7 million of the STT
was paid on behalf of Remgro shareholders with the unbundling of the ordinary
shares in BAT to them, this amount is included in the interim dividend in
specie referred to above.
Due to the fact that the ordinary shares in BAT and Reinet DRs were
distributed at market value, a capital gain of R40 805.0 million was realised
on the dividend in specie.
All cautionary and other announcements relating to the unbundling of the
investment in BAT are available on Remgro`s website at www.remgro.com.
6. Other investments
The most important changes to Remgro`s other investments during the year
under review were as follows:
Repurchase of Remgro shares
At 31 March 2008 8 554 019 Remgro ordinary shares (1.9%) were held as
treasury shares. During the six months ended 30 September 2008 a wholly owned
subsidiary company of Remgro acquired 3 500 000 Remgro ordinary shares at an
average price of R189.71 for a total amount of R666.4 million. These shares
were acquired for the purpose of hedging the new share appreciation rights
scheme that was implemented subsequent to the unbundling of the investment in
BAT. At 30 September 2008, 12 054 019 Remgro ordinary shares (2.7%) were held
as treasury shares.
During the year under review no Remgro ordinary shares were purchased by The
Remgro Share Trust, while 1 042 426 shares were delivered to participants
against payment of the subscription price.
Subsequent to 30 September 2008, as part of the preliminary steps to the
unbundling of the investment in BAT, the 8 554 019 Remgro ordinary shares
held as treasury shares and 969 836 of the Remgro ordinary shares held by The
Remgro Share Trust, were cancelled after the unbundling of the investment in
BAT was approved by Remgro shareholders. The balance of the Remgro ordinary
shares held by The Remgro Share Trust were delivered to participants and a
wholly owned subsidiary company of Remgro provided a direct finance facility
to the participants to allow them to settle the outstanding purchase price.
At 31 March 2009 the outstanding amount of the direct finance facility
amounted to R73.6 million and this amount is included in the balance sheet as
a non-current asset under "Loans".
At 31 March 2009, 3 500 000 Remgro ordinary shares (0.8%) were held as
treasury shares.
As a result of the 3.5 million treasury shares acquired and as part of the
unbundling of the investment in BAT, the wholly owned subsidiary company that
acquired the treasury shares, also received ordinary shares in BAT and Reinet
DRs. At 31 March 2009, 1 252 712 ordinary shares in BAT and 1 966 260 Reinet
DRs were held. These investments were classified as financial instruments
"available-for-sale" for accounting purposes and only dividend income from
these investments will in the future be accounted for in the income
statement. The unbundling of the investment in BAT also resulted in Remgro
receiving 196 626 Reinet warrant receipts. These warrant receipts were sold
during December 2008 and an after-tax capital gain of R2.9 million was
realised on this transaction.
Xiocom Wireless, Inc. (Xiocom)
During the 2008 financial year Remgro acquired a 37.5% interest, on a fully
diluted basis, in Xiocom, a USA company that specialises in the deployment
and operation of wireless broadband networks. Remgro has conditionally
committed funds amounting to $50.0 million to Xiocom and on 31 March 2008
$11.25 million had already been invested. During the year under review Remgro
invested a further $17.5 million in Xiocom.
For the year under review Xiocom was equity accounted for the twelve months
to 31 March 2009, compared to eight months in the comparative year.
PG Group of Companies (PGSI)
With effect from 31 July 2007 Remgro acquired a 24.5% interest, on a fully
diluted basis, in PGSI for R719.5 million. PGSI is the foreign holding
company of the Plate Glass group. During the year under review Remgro
invested a further $1.0 million (or R7.9 million) in PGSI. On 31 March 2009,
Remgro`s interest in PGSI, on a fully diluted basis, was 25.0%.
During March 2009 Remgro advanced a bridging loan amounting to R29.0 million
to PGSI in anticipation of a PGSI rights offer intending to raise up to R300
million from shareholders.
For the year ended 31 March 2009 PGSI, which has a December year-end, has
been equity accounted for the twelve months to December 2008 compared to the
five months to December 2007 in the comparative year.
Kagiso Trust Investments (Pty) Limited (KTI) and the Kagiso Infrastructure
Empowerment Fund (KIEF)
During the 2007 financial year, Remgro entered into agreements with KTI and
KIEF, in terms of which it committed funds amounting to R350 million to KIEF.
The fund has a target size of R650 million and aims to invest in
infrastructure projects, including roads, airports, power and
telecommunication installations, railway systems, ports, water and social
infrastructure. By 31 March 2008, Remgro invested R50.4 million of the R350
million committed. During the year under review Remgro invested a further
R24.7 million in KIEF.
Business Partners Limited (Business Partners)
During the year under review Remgro acquired a further 930 900 Business
Partners shares for a total amount of R5.8 million. On
31 March 2009, Remgro`s interest in Business Partners was 20.8%
(31 March 2008: 20.2%) on a fully diluted basis.
Tsb Sugar Holdings (Pty) Limited (Tsb Sugar)
With effect from 1 April 2007 Tsb Sugar concluded the Tenbosch land claim
whereby it disposed of 4 800 hectares (ha) of irrigated sugarcane
agricultural land in the Nkomazi region to land claimants in terms of a land
reform transaction for an amount of R285 million. The transaction constituted
the first phase of Tsb Sugar`s land reform process.
The second phase of Tsb Sugar`s land reform transactions of approximately 6
000 ha is currently in progress and consists of the remaining claimed land,
situated mainly in the Malelane area. This transaction is expected to be
completed in the next financial year.
Post balance sheet events:
KWV Investments Limited (KWV Investments)
On 14 April 2009, Remgro acquired 4 028 136 KWV Investments shares (9.6%
shareholding) for a total consideration of R258.5 million. As Remgro`s
interest in Distell Group Limited (Distell) is held through Remgro KWV
Investments Limited, in which both Remgro and KWV Investments has a 50%
interest, this acquisition effectively increases Remgro`s indirect interest
in Distell by 2.8% to 32.0%
(31 March 2009: 29.2%).
For accounting purposes the investment in KWV Investments will be classified
as a financial instrument "available-for-sale" and only dividend income will
in the future be accounted for in the income statement.
Xiocom
Since 31 March 2009 a further $3.0 million was invested in Xiocom. Currently
$31.75 million of the $50.0 million conditional commitment has already been
invested.
Group restructuring
On 8 June 2009 Remgro and VenFin Limited announced that they are engaged in
discussions regarding a possible merger of the two companies.
The boards of directors of the respective companies have proposed that the
possible merger will be implemented on a net asset value (NAV) basis and will
exclude VenFin`s shareholding in Dimension Data Plc (Didata). Based on the
NAV of Remgro and VenFin (excluding VenFin`s shareholding in Didata) as at 5
June 2009, the agreed value date of the transaction, it is anticipated that
VenFin shareholders will receive 1 Remgro share for every 6.25 VenFin shares
held.
All cautionary and other announcements relating to the possible merger are
available on Remgro`s website at www.remgro.com.
7. Cash resources
The Company`s cash resources at 31 March 2009 were as follows:
Local Offshore Total
R`m R`m R`m
Per consolidated balance sheet 1 507 3 543 5 050
Investment in money market funds - 1 578 1 578
Less: Cash of operating subsidiaries (633) (28) (661)
Cash at the centre 874 5 093 5 967
On 31 March 2009, approximately 31% (R1 578 million) of the available
offshore cash at the centre was invested in money market funds which are not
classified as cash and cash equivalents on the balance sheet.
Directorate
Mr D Prins and Mrs M Ramos resigned as independent non-executive directors on
22 August 2008 and 26 February 2009 respectively. The Board of Directors
wishes to thank them for their contribution. On 22 August 2008 Mr H Wessels
was appointed as an independent non-executive director and also as the
Chairman of the Audit and Risk Committee.
Audit report
The annual financial statements have been audited by PricewaterhouseCoopers
Inc. and their unqualified audit reports on the comprehensive annual
financial statements and the summarised financial statements are available
for inspection at the registered office of the Company.
Dividends
The final ordinary dividend per share was determined at 110 cents (2008: 330
cents). Total ordinary dividends per share in respect of the financial year
to 31 March 2009 therefore amount to 190 cents (2008: 510 cents).
For a Remgro shareholder who continues to hold ordinary shares in BAT as well
as Reinet DRs, this means an increase of 8.0% in dividend income when
compared to the previous financial year.
Declaration of cash dividend
Declaration of dividend No 18
Notice is hereby given that a final dividend of 110 cents (2008: 330 cents)
per share has been declared in respect of both the ordinary shares of one
cent each and the unlisted B ordinary shares of ten cents each, for the
financial year ended 31 March 2009.
Dates of importance:
Last day to trade in order to participate in Friday, 14 August 2009
the final dividend
Trading on or after this date will be ex the Monday, 17 August 2009
final dividend
Record date Friday, 21 August 2009
Payment date Monday, 24 August 2009
Shareholders may not dematerialise or rematerialise their holdings of
ordinary shares between Monday, 17 August 2009, and Friday, 21 August 2009,
both days inclusive.
The Annual Report will be posted to members during July 2009.
Signed on behalf of the Board of Directors.
Johann Rupert Thys Visser
Chairman Chief Executive Officer
Stellenbosch
22 June 2009
Directorate
Non-executive directors
Johann Rupert (Chairman), E de la H Hertzog (Deputy Chairman),
P E Beyers, G D de Jager*, P K Harris*, J Malherbe, M M Morobe*,
F Robertson*, H Wessels*
(*Independent)
Executive directors
M H Visser (Chief Executive Officer),
W E Buhrmann, L Crouse, J W Dreyer, J A Preller (Mrs), T van Wyk
Corporate information
Secretary
M Lubbe (Mrs)
Listing
JSE Limited
Sector: Industrials - Diversified Industrials
American depositary receipt (ADR) program
Cusip number 75956M107 ADR to ordinary share 1: 1
Depositary
The Bank of New York, 101 Barclay Street, New York NY 10286
Business address and registered office
Carpe Diem Office Park, Quantum Street, Techno Park, Stellenbosch 7600(P O
Box 456, Stellenbosch 7599)
Transfer Secretaries
Computershare Investor Services (Proprietary) Limited, 70 Marshall Street,
Johannesburg 2001
(P O Box 61051, Marshalltown 2107)
Auditors
PricewaterhouseCoopers Inc.
Cape Town
Sponsor
Rand Merchant Bank (A Division of FirstRand Bank Limited)
Website
www.remgro.com
Annexure A
Intrinsic net asset value
Shares Stock 31 31
held exchange March March
closing 2009 2008
price
Notes million R`m R`m
Tobacco interests
R&R Holdings - 69 018
Financial services
FirstRand 481.1 1 206 5 803 7 698
RMB Holdings 302.3 2 060 6 227 7 406
Industrial interests
Medi-Clinic Corporation 257.3 2 150 5 533 5 070
Distell Group 58.7 5 201 3 052 2 992
Unilever SA Holdings 4 110 3 663
Rainbow Chicken 214.6 1 545 3 315 3 133
Total South Africa 1 136 2 620
Tsb Sugar 2 631 2 097
Nampak 78.1 1 260 984 1 281
Kagiso Trust Investments 955 1 432
Air Products South Africa 1 563 1 538
PGSI 368 773
Wispeco 345 447
Dorbyl 14.1 350 49 112
Caxton 7.8 1 200 94 113
Mining interests
Implats 26.7 15 825 4 223 8 353
Trans Hex Group 30.2 145 44 317
Other
Sundry investments and 358 344
loans
Deferred taxation (422) (1 027)
asset/(liability)
Other net 1 301 441
assets/(liabilities)
Cash and liquid assets at 1
the centre
Local 874 619
Offshore 5 093 2 654
Intrinsic net asset value 47 636 121 094
Potential CGT liability 2 (887) (1 233)
Intrinsic net asset value 46 749 119 861
after tax
Issued shares after deduction of shares repurchased 471.5 472.5
and the shares in The Remgro Share Trust (million)
Intrinsic value per share R99.15 R253.67
Notes
1. Cash at the centre excludes cash held by subsidiaries and associated
companies that are separately valued above.
2. The potential capital gains tax (CGT) liability, which is unaudited, is
calculated on the specific identification method using the most
favourable calculation for investments acquired before 1 October 2001
and also taking into account the corporate relief provisions. Deferred
CGT on investments available-for-sale (Implats and Caxton) is included
in "Other" above.
3. Unlisted investments are shown at directors` valuation. Listed
investments are shown at stock exchange prices.
4. The intrinsic net asset value per share (ex BAT) on 31 March 2008 was
R116.20. For purposes of determining this number, the market value of
the investment in BAT of R64 956 million was excluded from the intrinsic
net asset value per share reported at 31 March 2008.
Date: 22/06/2009 17:00:02 Produced by the JSE SENS Department.
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