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Mon 19 Apr 2010, 15:26 PSG/PGFP - PSG Group / PSG Financial Services - Reviewed results for the year
JSE   PGFP  PSG
PGFP  PSG                                                                       
PSG/PGFP - PSG Group / PSG Financial Services - Reviewed results for the year   
ended 28 February 2010                                                          
PSG Group Limited                                                               
Incorporated in the Republic of South Africa                                    
Registration number: 1970/008484/06                                             
JSE share code: PSG                                                             
ISIN code: ZAE000013017                                                         
("PSG" or "the company" or "the Group")                                         
PSG Financial Services Limited                                                  
Incorporated in the Republic of South Africa                                    
Registration number: 1919/000478/06                                             
JSE share code: PGFP                                                            
ISIN code: ZAE000096079                                                         
Reviewed results for the year ended 28 February 2010                            
- Headline earnings increased by 281,6% to 249,2 cents per share                
- Recurring headline earnings increased by 19,0% to 207,4 cents per share       
Condensed income statement                      28 Feb     Change  28 Feb       
                                              2010       %       2009           
                                              Rm                Rm              
Income                                                                          
Investment income (note 4)                      460,7              452,5        
Insurance income                                2,0                54,0         
Net fair value gains and losses on financial    688,0              (965,1)      
instruments (note 4)                                                            
Fair value adjustment to investment contract    (924,0)            590,9        
liabilities (note 4)                                                            
Commission and other fee income                 1 060,8            979,7        
Other operating income                          44,6               62,5         
Total income                                    1 332,1            1 174,5      
                                                                                
Expenses                                                                        
Insurance claims                                1,2                43,2         
Operating expenses                              981,9      2,4     958,8        
Total expenses                                  983,1              1 002,0      
Net income from operating activities            349,0      102,3   172,5        
Finance costs                                   (93,8)             (93,2)       
Share of profits of associated companies        411,8      76,7    233,0        
Net income before taxation                      667,0      113,6   312,3        
Taxation                                        (103,3)            (48,0)       
Net income of the Group                         563,7      113,3   264,3        
                                                                                
Attributable to:                                                                
Minority interests                              172,7              213,2        
Equity holders of the company                   391,0      665,1   51,1         
                                               563,7              264,3         
                                                                                
Attributable to equity holders of the company   391,0              51,1         
Non-headline items (note 2)                     40,4               58,8         
Headline earnings                               431,4      292,5   109,9        
                                                                                
Earnings per share (cents)                                                      
- attributable                                  225,8      645,2   30,3         
- headline("HEPS")                              249,2      281,6   65,3         
- diluted attributable                          224,5      643,4   30,2         
- diluted headline                              247,8      281,8   64,9         

Dividend per share (cents)                                                      
- interim                                       13,0               19,0         
- final                                         29,0               38,0         
- special                                                          200,0        
                                               42,0               257,0         
                                                                                
Number of shares (million)                                                      
- in issue (net of treasury shares)             167,0              168,0        
- weighted average                              173,1              168,4        
- diluted weighted average                      174,1              169,3        
Condensed statement of comprehensive income         28 Feb      28 Feb          
2010        2009              
                                                  Rm          Rm                
Net income of the Group                             563,7       264,3           
Share of other comprehensive income of              3,3         (12,2)          
associated companies                                                            
Currency translation adjustments and fair    value  (3,0)       5,4             
(losses)/gains                                                                  
Step acquisition of associated company                                          
Reversal of previous fair value gains on equity                 (162,8)         
securities                                                                      
Revaluation of assets and liabilities of associated             125,3           
company                                                                         
Total comprehensive income for the period           564,0       220,0           
                                                                                
Attributable to:                                                                
Minority interests                                  165,8       220,1           
Equity holders of the company                       398,2       (0,1)           
                                                   564,0       220,0            
Condensed statement of financial position           28 Feb      28 Feb          
                                                  2010        2009              
Rm          Rm                
Assets                                                                          
Property, plant and equipment                       38,0        32,9            
Intangible assets                                   780,9       736,4           
Investments in associated companies (note 3)        4 452,7     3 568,8         
Financial assets linked to investment contracts     8 215,8     7 717,0         
(note 4)                                                                        
Other financial assets                              696,5       898,9           
Deferred income tax                                 4,1         28,6            
Receivables                                         137,6       665,0           
Cash and cash equivalents                           360,7       479,1           
Total assets                                        14 686,3    14 126,7        

Equity                                                                          
Ordinary shareholders` equity                       2 947,0     2 755,4         
Minority interests                                  2 263,5     1 863,6         
Total equity                                        5 210,5     4 619,0         
                                                                                
Liabilities                                                                     
Insurance liabilities                               30,3        30,8            
Financial liabilities under investment contracts    8 215,8     7 717,0         
(note 4)                                                                        
Other financial liabilities                         795,5       1 317,9         
Deferred income tax                                 74,5        67,7            
Payables and provisions                             358,1       342,7           
Current income tax liabilities                      1,6         31,6            
Total liabilities                                   9 475,8     9 507,7         
Total equity and liabilities                        14 686,3    14 126,7        

Net asset value per share (cents)                   1 765       1 640           
Net tangible asset value per share (cents)          1 297       1 202           
Condensed statement of changes in owners` equity    28 Feb      28 Feb          
2010        2009              
                                                  Rm          Rm                
Ordinary shareholders` equity at beginning of       2 755,4     3 295,4         
period                                                                          
Shares issued                                       119,8                       
Share buy-back                                      (140,9)                     
Net movement in treasury shares                     (102,1)     (38,1)          
Share-based payment costs                           5,3         8,6             
Total comprehensive income                          398,2       (0,1)           
Dividends paid                                      (88,7)      (510,4)         
Ordinary shareholders` equity at end of period      2 947,0     2 755,4         
                                                                                
Minority interests                                  2 263,5     1 863,6         
Beginning of period                                 1 863,6     1 773,6         
Total comprehensive income                          165,8       220,1           
Dividends and capital distributions paid            (58,0)      (112,9)         
Interest acquired from minority shareholders        (4,8)       (16,0)          
Additional interest obtained by minority            357,8                       
shareholders                                                                    
Acquisition of subsidiaries                                     65,6            
Preference dividend paid                            (60,9)      (66,8)          
Total equity at end of period                       5 210,5     4 619,0         
Condensed statement of cash flows                   28 Feb      28 Feb          
                                                  2010        2009              
Rm          Rm                
Net cash flow from operating activities#            779,2       190,0           
Net cash flow from investment activities            (349,9)     31,7            
Net cash flow from financing activities             258,2       (559,6)         
Net increase/(decrease) in cash and cash            687,5       (337,9)         
equivalents                                                                     
Cash and cash equivalents at beginning of period    (211,3)     126,6           
Cash and cash equivalents at end of period *#       476,2       (211,3)         

*Include bank overdrafts and CFD financing of       (61,1)      (915,5)         
*Include clients` cash linked to investment         176,6       225,1           
contracts of                                                                    
# During 2010 the CFD facilities were restructured which resulted in the        
CFD financial assets and related funding now being accounted for by the         
relevant funding institution. The effect of same is reflected by the            
decrease in CFD funding and the related financial assets.                       
Notes to the condensed financial statements                                     
1.   Basis of presentation and accounting policies                              
The condensed financial statements have been prepared in terms of IAS 34 -      
Interim Financial Reporting and should be read in conjunction with the annual   
financial statements for the year ended 28 February 2009, which have been       
prepared in accordance with IFRS.                                               
The accounting policies used in the preparation of the condensed financial      
statements are consistent with those used in the previous financial year. The   
following new standards and amendments to standards are mandatory for the       
first time for the financial year beginning                                     
1 March 2009:                                                                   
- IAS 1 (revised), `Presentation of Financial Statements`. The revised          
standard prohibits the presentation of items of income and expenses (that is    
`non-owner changes in equity`) in the statement of changes in equity,           
requiring `non-owner changes in equity` to be presented separately from owner   
changes in equity. All `non-owner changes in equity` are required to be shown   
in a performance statement.                                                     
Entities can choose whether to present one performance statement (the           
statement of comprehensive income) or two statements (the income statement and  
statement of comprehensive income).                                             
The Group has elected to present two statements: an income statement and a      
statement of comprehensive income.                                              
- IFRS 8, `Operating segments`. IFRS 8 replaces IAS 14, `Segment reporting`.    
It requires a `management approach` under which segment information is          
presented on the same basis as that used for internal reporting purposes.       
Operating segments are reported in a manner consistent with the internal        
reporting provided to the chief operating decision-maker. The chief operating   
decision-maker has been identified as the PSG Group Executive Committee ("PSG   
Exco"), who is responsible for the management of the PSG Group`s investment     
portfolio and for making strategic decisions.                                   
The adoption of these standards has now material effect on the results, nor     
has it required any restatement.                                                
2.   Non-headline items                           28 Feb       28 Feb           
                                                2010         2009               
                                                Rm           Rm                 
                                                                                
After taxation and minority interests                                           
Impairment of investments in associated companies (49,1)       (28,7)           
Net loss on sale/dilution of investments in       (7,6)        (9,1)            
subsidiaries                                                                    
Net loss on sale/dilution of investments in       (0,5)        (9,3)            
associated companies                                                            
Negative goodwill on acquisition of subsidiaries  18,1         19,3             
Profit on sale/(impairment) of available-for-sale 5,4          (20,0)           
assets                                                                          
Impairment of intangible assets (incl. goodwill)  (0,7)        (12,7)           
Impairment of shareholders` loans                 (4,8)        (4,2)            
Non-headline items of associated companies        (2,0)        6,8              
Other investment activities                       0,8          (0,9)            
                                                 (40,4)       (58,8)            
3.  Investments in associated companies                                         
       Carrying value                                                           
- listed                                     1 696,8      1 503,3           
    - unlisted                                   2 755,9      2 065,5           
                                                 4 452,7      3 568,8           
    Market and directors` valuation                                             
- listed                                     2 870,6      1 163,5           
    - unlisted                                   2 920,2      2 123,0           
                                                 5 790,8      3 286,5           
4. Linked investment contracts                                                  
PSG Group is not exposed to market movements in PSG FutureWealth`s clients`     
assets held under investment contracts, as any movement in the market price of  
the investment is linked to a corresponding adjustment to the liability.        
The income statement impact of the returns on investment contract policy        
holder assets and liabilities was as follows:                                   
                                                                                
                                    Investment  Equity  Total                   
                                    contract    holders Rm                      
policy      Rm                              
                                    holders                                     
                                    Rm                                          
28 February 2010                                                                
Investment income                    300,1       160,6   460,7                  
Net fair value gains and losses on   634,3       53,7    688,0                  
financial instruments                                                           
Fair value adjustment to investment  (924,0)             (924,0)                
contract liabilities                                                            
Net investment return before         10,4        214,3   224,7                  
taxation                                                                        
                                                                                
28 February 2009                                                                
Investment income                    164,1       288,4   452,5                  
Net fair value gains and losses on   (771,1)     (194,0) (965,1)                
financial instruments                                                           
Fair value adjustment to investment  590,9               590,9                  
contract liabilities                                                            
Net investment return before         (16,1)      94,4    78,3                   
taxation                                                                        
5. Segmental reporting                                                          
The Group is organised into six reportable segments, namely: Capitec, Zeder,    
Paladin, PSG Konsult, PSG Fund Management and PSG Corporate.  These segments    
represent the major investments of the Group. The services offered by PSG       
Konsult and PSG Fund Management consist of financial advice and fund            
management, while the other segments offer financing, banking, private equity   
and corporate finance services. All segments operate in the Republic of South   
Africa.                                                                         
Recurring headline earnings are calculated on a see-through basis, and          
includes the proportional headline earnings of underlying investments,          
excluding marked-to-market adjustments and one-off items.                       
For the year                                 Non-                               
Income   Inter-   Recurring  recurring                           
                        segment  headline   headline  Headline  Net asset       
                        income   earnings   earnings  earnings  value           
ended                                                                           
28 February                                                                     
2010                                                                            
               Rm       Rm       Rm         Rm        Rm        Rm              
Capitec *                         151,7                151,7     1 383,9        
Zeder           57,8     (0,3)    83,6       (23,0)    60,6      925,9          
Paladin         34,3              77,2       89,8      167,0     859,6          
PSG Konsult     876,3    (43,0)   65,5                 65,5      296,1          
PSG Fund                                                                        
Management      309,6    (6,1)    26,4                 26,4      149,2          
PSG Corporate                     37,6                 52,2      350,3          
               137,1    (41,9)              14,6                                
Net fee                          15,3                 15,3      26,9            
income **                                                                       
Unit trust,                      1,7        14,6      16,3      138,6           
hedge fund and                                                                  
share                                                                           
investments                                                                     
BEE                              20,6                 20,6      184,8           
investments                                                                     
Funding        24,2     (15,9)   (80,7)               (80,7)    (1 065,2)       
Other                            (2,0)      (9,1)     (11,1)    (6,6)           
taxation and                                                                    
STC                                                                             
Other***                          (0,3)      0,1       (0,2)     53,8           
Total           1 439,3  (107,2)  359,0      72,4      431,4     2 947,0        
                                                                                
Non-headline                                                                    
                                                      (40,4)                    

Attributable                                           391,0                    
earnings                                                                        
                                                                                
* Equity accounted                                                              
** Net fee income is after the deduction of salaries, operating expenses        
and taxation                                                                    
*** Consists mainly of the investments in m Cubed Holdings and Adato            
Capital                                                                         
                                                                                
                        Inter    Recurring  Non-      Headline  Net asset       
                        segment  headline   recurring                           
headline                            
               Income   income   earnings   earnings  earnings  Value           
For the year    Rm       Rm       Rm         Rm        Rm        Rm             
ended 28                                                                        
February 2009                                                                   
Capitec *                          104,3               104,3     1 260,1        
Zeder           57,9     (5,2)     70,9      (15,6)    55,3      661,8          
Paladin         63,1               65,3      (77,9)    (12,6)    559,9          
PSG Konsult     774,5    (34,8)    70,9                70,9      276,3          
PSG Fund                                                                        
Management      314,8    (9,4)    31,2       21,8      53,0      148,4          
PSG Corporate                     43,6                                          
44,0     (52,1)              (87,0)    (43,4)    420,3           
Net fee                          5,6        12,6      18,2      10,9            
income **                                                                       
Unit trust,                      13,2       (99,6)    (86,4)    245,2           
hedge fund and                                                                  
share                                                                           
investments                                                                     
BEE                              24,8                 24,8      164,2           
investments                                                                     
Funding        26,4     (4,7)    (103,0)              (103,0)   (969,9)         
Other                            (4,2)      (35,4)    (39,6)    0,2             
taxation and                                                                    
STC                                                                             
Other***                          14,4       10,6      25,0      398,3          
                                                                                
Total           1 280,7  (106,2)  293,4      (183,5)   109,9     2 755,4        

Non-headline                                                                    
                                                      (58,8)                    
                                                                                
Attributable                                                                    
earnings                                               51,1                     
                                                                                
*Equity accounted                                                               
** Net fee income is after the deduction of salaries, operating expenses        
and taxation                                                                    
*** Consists mainly of the investments in m Cubed Holdings, Adato Capital,      
Petmin (sold to Paladin effective 1 March 2009) and Channel Life (sold).        
6.   Commitments and contingent liabilities       28 Feb      28 Feb            
                                                 2010        2009               
                                                 Rm          Rm                 
                                                                                
Operating lease commitments                       82,9        61,0              
7.   PSG Financial Services Limited                                             
The company is a wholly owned subsidiary of PSG Group Limited, except for the   
6 079 738 preference shares which are listed on the JSE Limited. No separate    
financial statements are presented for the company as it is the only asset of   
PSG Group Limited.                                                              
8.   Review by auditors                                                         
The company`s external auditors, PricewaterhouseCoopers Inc., have reviewed     
the condensed financial statements. A copy of their unmodified review opinion   
is available on request at the company`s registered office.                     
Recurring headline          Headline earnings  Number   Net asset value         
earnings                                       of                               
shares                            
                           28 Feb   28 Feb    28 Feb   28 Feb  28 Feb           
                           2010     2009      2010     2010    2009             
                           Rm       Rm        m        Rm      Rm               
Recurring headline          359,0     293,4             2       2 460,1         
earnings                                                766,7                   
Capitec Bank                151,7    104,3     28,9     1       1 260,1         
                                                       383,9                    
PSG Konsult                 65,5     70,9      536,6    296,1   276,3           
PSG Fund Management         26,4     31,2               149,2   148,4           
(incl. PSG FutureWealth)                                                        
Paladin Capital             77,2     65,3      463,3    859,6   559,9           
Zeder Investments           83,6     70,9      396,9    925,9   661,8           
PSG Corporate (incl. PSG                                26,9    10,9            
Capital)                                                                        
Management and other fee   60,7     36,2                                        
income                                                                          
Operating costs            (38,0)   (21,9)                                      
Taxation                   (7,4)    (8,7)                                       
BEE pref share              20,6     24,8               184,8   164,2           
investments                                                                     
Other investments           1,4      27,6               12,1    348,2           
Funding                                                                         
Perpetual pref share       (51,1)   (69,0)             (551,3  (561,0)          
funding                                                 )                       
Net interest               (29,6)   (34,1)             (513,9  (408,9)          
                           ((29,6)( ((29,1)            )                        
                           20,7)                                                
Other taxation and STC      (2,0)    (4,1)              (6,6)   0,2             
                                                                                
Non-recurring headline      72,4     (183,5)            180,3   295,3           
earnings                                                                        
PSG FutureWealth                     21,8                                       
Paladin Capital             89,8     (77,9)                                     
Zeder Investments           (23,0)   (15,6)                                     
PSG Corporate (net of                                                           
tax)                                                                            
Marked-to-market           26,2     (99,6)             138,6   245,2            
profit/(loss)                                                                   
Zeder performance fee               12,6                                        
STC (special dividend)              (35,4)                                      
Deferred tax assets        (20,7)                                               
written off                                                                     
Other                      0,1      10,6                                        
m Cubed Holdings                               219,7    41,7    50,1            
                                                                                
Total headline earnings     431,4    109,9              2       2 755,4         
                                                       947,0                    

Statistics                                     Change                           
Weighted average number     173,1    168,4                                      
of share in issue                                                               
(million)                                                                       
Recurring HEPS (cents)      207,4    174,3     19,0%                            
HEPS (cents)                249,2    65,3      281,6%                           
Commentary                                                                      
Financials                                                                      
In the spirit of consistent, clear and unambiguous communication to             
stakeholders, PSG introduced the recurring headline earnings concept as the     
predominant measure of the Group`s financial performance a few years ago. At    
the time, recurring headline earnings was defined as reportable headline        
earnings in terms of accounting standards, excluding any marked-to-market       
movements and one-off items.                                                    
During the past year we revisited and fine-tuned this methodology by now        
measuring recurring headline earnings on a see-through basis throughout the     
Group. PSG`s recurring headline earnings is the sum of its effective interest   
in that of each of its underlying investees, regardless of its percentage       
shareholding. The result is that investments in which PSG or an investee holds  
less than 20% and is not allowed to equity account in terms of accounting       
standards, are now included in the calculation of our consolidated recurring    
headline earnings. This provides management and investors with a more           
realistic and simple way of evaluating PSG`s financial performance.             
Recurring headline earnings increased by 19,0% to 207,4 cents per share for     
the year ended 28 February 2010. Capitec`s stellar performance was the main     
reason for the positive growth as some of our investments did not escape the    
negative impact of the economic recession. Having said that, we have seen       
positive signs lately, pointing to an upturn which should benefit the           
businesses throughout our group.                                                
Reportable headline earnings increased by 281,6% to 249,2 cents per share, and  
attributable earnings by 645,2% to 225,8 cents per share. This was mainly as a  
result of marked-to-market profits following the recovery in global stock       
markets.                                                                        
Corporate action                                                                
- Issue of 3 million PSG Group shares at R14,40 per share and 4,7 million PSG   
Group shares at R16,23 per share to strategic shareholders for a cash           
consideration of R43,2 million and R76,7 million respectively during the first  
half of the financial year when risks in financial markets were significantly   
higher.                                                                         
- JSE listing of, and R150 million renounceable rights issue by Paladin         
Capital. PSG invested R52,2 million.                                            
- Zeder rights issue, underwritten by PSG, in terms of which R495 million was   
raised. PSG invested R211,6 million.                                            
- Split of KWV`s own operational business from the Distell investment, driven   
by Zeder as major shareholder.                                                  
- PSG Konsult`s acquisition of T-Sec`s private client stockbroking division     
for a consideration of R54,7 million. The T-Sec acquisition was accounted for   
as follows in terms of the Purchased Price Allocation: Goodwill (R37,1          
million), Intangibles (R24,0 million), Deferred tax (R6,7 million), Property    
and equipment (R0,3 million), totaling an allocation of R54,7 million.          
- Merger of PSG Fund Management with PSG FutureWealth.                          
- Sale of 18% interest in MiWay Finance for R25 million.                        
- Raised R200 million by means of a 4-year redeemable preference share.         
- Repurchase of 6,4 million PSG Group shares at an average price of R22,06 per  
share for a consideration of R140,9 million when PSG`s share price was trading  
at an attractive discount to its intrinsic value during January and February    
2010.                                                                           
Capitec bank (34,8%)                                                            
Capitec`s client-centric niche focus in a growth market continued to render     
excellent results. Headline earnings increased by 45% to R437 million, while    
return on equity increased from 27% to 32%.                                     
Capitec`s conservative approach to conducting business has, however, not been   
compromised. Borrowers were subjected to even stricter lending criteria which,  
inter alia, decreased the bad debt ratio from 14,5% to 9,8%.                    
Despite the financial crisis, Capitec managed to more than double its funding   
from R3 billion to R7 billion. As in the past, Capitec had been able to repay   
all call deposits on demand.                                                    
Operationally, Capitec opened its 401st branch and has more than 4 000          
employees serving its 2,1 million clients. For the year, Capitec advanced more  
than 3,8 million loans, an average of 12 000 per working day. The total value   
of loans granted increased by 38% to R8,6 billion. Capitec`s total loans        
outstanding at year-end increased by 73% to R5,6 billion as more clients moved  
to longer-term loans. The longest term for a loan has been increased to 48      
months, with the maximum size of a loan now at                                  
R100 000.                                                                       
Capitec`s comprehensive results are available at www.capitec.co.za.             
PSG Konsult (73,5%)                                                             
PSG Konsult`s turnover increased by 10,3% to R834 million as a result of both   
organic and acquisitive growth. Operational profit before tax was R133,7        
million, 2% higher than the previous year. Both headline earnings and headline  
earnings per share, however, decreased by 7,7% to R89,4 million and 12,2 cents  
respectively, mainly as a result of a higher effective tax rate in the current  
year.                                                                           
Improved market conditions saw headline earnings increasing from R39,5 million  
for the first half of the financial year to R49,9 million in the second half.   
Funds under administration increased to R72,3 billion (2009: R43,6 billion),    
mainly as a result of the acquisition of the T-Sec client base and the market   
recovery in the latter part of the financial year. Short-term premiums          
administered on an annualised basis remained in line with the prior year at R1  
450 million.                                                                    
Effective 1 March 2010, PSG Online Securities acquired 100% of PSG Prime,       
resulting in all the Group`s stock broking activities now being housed under    
PSG Konsult.                                                                    
At year-end, PSG Konsult had 197 offices (2009: 197) and our financial          
planners, stockbrokers and short-term insurance brokers increased to 572        
(2009: 506).                                                                    
PSG Konsult`s comprehensive results are available at www.psgkonsult.co.za.      
PSG Fund Management (95,1%)                                                     
On a comparable basis PSG Fund Management`s recurring headline earnings         
decreased by 4,5% to R27,8 million. The challenging investment environment,     
particularly during the first half of the financial year, impacted negatively   
on the traditional PSG Fund Management business.                                
Notwithstanding the challenging investment environment, assets under            
administration increased by 14% to R23,4 billion. Local collective investments  
had net inflows of R2,1 billion, up from R558 million in the previous           
financial year. Managed assets increased by 22% to R11,9 billion, which         
included a net inflow of R747 million, with the balance attributed to stronger  
equity markets.                                                                 
Effective 1 March 2010, PSG Fund Management acquired the remaining 20%          
minority interests in PSG FutureWealth and in the process formed a combined     
product licencing platform called PSG Wealth.                                   
Also effective 1 March 2010, PSG Fund Management`s asset management             
capabilities were combined. Research and analyst functions are now pooled       
together creating a single PSG branded asset management business with a         
simplified holistic product range covering the full investment risk spectrum.   
Mention should be made of the PSG Tanzanite Flexible Fund, managed by Jan       
Mouton. It has been a consistent top decile performing fund over various        
periods during the past 5 years, and is an ideal building block in any          
client`s investment portfolio. In addition, the PSG Alphen Growth Fund,         
managed by Shaun le Roux, was ranked the best performing general equity fund    
in 2009.                                                                        
Paladin Capital (80,6%)                                                         
Paladin, PSG`s private equity investment company in sectors other than          
agriculture, food and beverages, listed on the JSE in September 2009 and        
raised R150 million by means of a renounceable rights issue to PSG              
shareholders shortly thereafter. Paladin currently has 13 investments across a  
number of industries.                                                           
Paladin`s recurring headline earnings increased by 22,1% to R95,5 million.      
This is predominantly due to an increase in earnings from investee companies    
and the first time inclusion of Petmin`s results. Paladin`s reportable          
headline earnings increased to R217,3 million as opposed to an R18 million      
loss in the prior year. This increase is mainly as a result of marked-to-       
market profits incurred in Thembeka`s investment portfolio of listed shares in  
the JSE Limited, PSG Group and Capitec.                                         
Significant investments made by Paladin during the past year included 50% in    
Curro, a private school group for R50 million, 9,4% in Petmin (previously       
owned by PSG) by means of a share swap for a consideration of R92 million,      
20,4% in Spirit Capital, a leveraged buy-out specialist, and the acquisition    
of an additional 17,5% stake in Topfix increasing its interest to 28,2%.        
Paladin also disposed of its interests in Mainfin for R17,4 million and Axon    
for R4 million.                                                                 
Paladin has initiated the following since year-end:                             
- Raised R100 million by means of a 5-year, fixed-rate preference share with    
dividend and capital payable on maturity.                                       
- Purchased an additional 26% interest for a controlling stake in Curro         
(subject to regulatory approval) for a total consideration of R52 million.      
Paladin`s comprehensive results are available at www.paladincapital.co.za.      
Zeder investments (40,6%)                                                       
Zeder successfully concluded a rights issue in terms of which R495 million was  
raised at R1,35 per share in June 2009. Its current portfolio of some R2,2      
billion comprises agri, food and beverage related investments in 13 companies,  
of which Kaap Agri, Capevin and KWV represent more than 80%.                    
Recurring headline earnings increased by 6,2% to R208,1 million, while          
recurring headline earnings per share decreased by 26,7% to 23,6 cents.         
Reportable headline earnings per share decreased by 31,3% to 17,3 cents. The    
main reasons for the decrease are:                                              
- The majority of the cash raised in terms of the aforementioned rights issue   
was only invested in the latter part of the financial year;                     
- A reduced effective interest in Distell coupled with a significantly lower    
return on the investment in KWV`s own operational business; and                 
- A R350 million non-recurring provision by Pioneer Foods for its potential     
fine to the Competition Commission, of which Zeder`s effective share amounted   
to R43,9 million.                                                               
The newly constituted Pioneer Foods board has committed to amicably resolve     
the pending Competition Commission matter at hand.                              
Zeder`s current cash of R120 million, together with an existing R300 million    
funding facility, will provide it with sufficient capital to pursue attractive  
identified investment opportunities.                                            
Zeder`s comprehensive results are available at www.zeder.co.za.                 
PSG Capital (100%)                                                              
PSG Capital is the corporate finance arm of PSG Group. It is a JSE-registered   
sponsor and designated advisor. PSG Capital advises on mergers and              
acquisitions, listings, restructurings, capital raisings, and BEE               
transactions, and performs valuations and fair and reasonable opinions. It      
currently has 32 JSE-listed and numerous unlisted clients.                      
PSG Corporate (100%)                                                            
PSG Corporate acts as PSG Group treasurer, allocates capital and determines     
and monitors the Group`s gearing. It is also the appointed manager to both      
Zeder and Paladin.                                                              
The net increase in the listed share prices of our strategic and non-strategic  
investments accounted for the non-recurring marked-to-market profits achieved   
during the year under review.                                                   
Prospects                                                                       
We will continue to invest in assets and sectors that offer attractive growth   
prospects and returns.                                                          
Dividends                                                                       
Ordinary shares                                                                 
Based on its stated dividend policy to pay 75% of free cash flow within the     
PSG Group Limited as a dividend, the directors of PSG Group Limited have        
resolved to declare a final dividend of 29 cents (2009: 38 cents) per share,    
which brings the total dividend for the financial year to 42 cents (2009: 257   
cents, incl. 200 cents special dividend) per share.                             
The following are the salient dates for the payment of the final dividend:      
Last day to trade cum dividend     Friday, 7 May 2010                           
Trading ex dividend commences      Monday, 10 May 2010                          
Record date                        Friday, 14 May 2010                          
Date of payment                    Monday, 17 May 2010                          
Share certificates may not be dematerialised or rematerialised between Monday,  
10 May 2010, and Friday, 14 May 2010, both days inclusive.                      
Preference shares                                                               
The directors of PSG Financial Services Limited have declared a dividend of     
390,5 cents per share in respect of the cumulative, non-redeemable, non-        
participating preference shares for the six months ended 28 February 2010,      
which was paid on 29 March 2010.                                                
Conversion of Secondary Tax on Companies (STC) to Dividends Tax                 
During his 2010 budget speech, the South African Minister of Finance indicated  
that, although all the relevant taxation treaties had been renegotiated, a      
number of issues required further refinement. It appears as if the completion   
of the Dividends Tax system may be postponed until 2011.                        
Accordingly, preference shareholders are advised that, until such time as all   
the legislative amendments have been refined, finalised and promulgated and     
legal opinion obtained, it remains impossible to determine what exactly the     
impact will be on the company, and consequently on the cumulative, non-         
redeemable, non-participating preference shares issued by PSG Financial         
Services. However, should the company benefit from the aforementioned changes   
to tax legislation in respect of dividends, such benefit will be passed onto    
shareholders.                                                                   
Annual General Meeting                                                          
The PSG Group Annual General Meeting will be held at 12h00 on Friday, 18 June   
2010 at Webersburg, Annandale Road, Stellenbosch.                               
On behalf of the board                                                          
Jannie Mouton                           Wynand Greeff                           
Chairman                                Financial Director                      
19 April 2010                                                                   
Stellenbosch                                                                    
Directors: JF Mouton (chairman)*, L van A Bellingan, PE Burton, ZL Combi, J de  
V du Toit, MM du Toit, WL Greeff*, MJ Jooste, JJ Mouton, PJ Mouton*, CA Otto,   
W Theron, CH Wiese                                                              
*Executive Independent                                                          
Secretaries and registered office: PSG Corporate Services (Pty) Limited, 1st    
Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600 PO Box 7403,              
Stellenbosch, 7599                                                              
Transfer secretaries: Computershare Investor Services (Pty) Limited, 70         
Marshall Street, Johannesburg, 2001 PO Box 61051, Marshalltown, 2107            
Sponsor:  PSG Capital                                                           
Date: 19/04/2010 15:26:01 Produced by the JSE SENS Department.                  
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