| Mon 21 Jun 2010, 17:05 | | REM - Remgro Limited - Audited consolidated results for the year ended 31 March |
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REM
REM
REM - Remgro Limited - Audited consolidated results for the year ended 31 March
2010 and cash dividend declaration
Remgro Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/006415/06)
ISIN: ZAE000026480
Share code: REM
AUDITED CONSOLIDATED RESULTS FOR THE YEAR ENDED 31 MARCH 2010 AND CASH DIVIDEND
DECLARATION
Salient features
- Ordinary dividend per share: +10.0%
- Headline earnings per share
(including BAT in the comparative year): -30.1%
- Headline earnings per share from continuing operations
(excluding BAT in the comparative year): +2.8%
- Increase in intrinsic value per share: +22.7%
- Successful completion of the VenFin acquisition on 23 November 2009
Abridged consolidated statement of financial position
2010 2009
R`m R`m
Assets
Non-current assets
Property, plant and equipment 3 050 2 756
Biological agricultural assets 157 76
Investment properties 34 34
Intangible assets 361 394
Investments - Associated companies 28 052 23 795
- Joint ventures 55 84
- Other 6 644 4 742
Retirement benefits 121 100
Loans 108 100
Deferred taxation 6 10
38 588 32 091
Current assets 9 470 10 025
Inventories 1 048 911
Biological agricultural assets 423 430
Debtors and short-term loans 1 941 1 799
Investments in money market funds 1 812 1 578
Cash and cash equivalents 3 827 5 050
Other current assets 419 257
Total assets 48 058 42 116
Equity and liabilities
Issued capital 3 722 8
Reserves 39 837 38 324
Treasury shares (255) (260)
Shareholders` equity 43 304 38 072
Non-controlling interest 779 715
Total equity 44 083 38 787
Non-current liabilities 1 517 1 172
Retirement benefits 180 156
Long-term loans 175 191
Deferred taxation 1 162 825
Current liabilities 2 458 2 157
Trade and other payables 2 292 1 999
Short-term loans 146 117
Other current liabilities 20 41
Total equity and liabilities 48 058 42 116
Net asset value per share (Rand)
- At book value R84.38 R80.75
- At intrinsic value (unaudited)
- at year-end R121.64 R99.15
- at 18 June 2010 (19 June 2009) R120.21 R101.12
Abridged consolidated income statement
2010 2009
R`m R`m
Continuing operations
Sales 11 849 11 455
Inventory expenses (7 099) (7 245)
Staff costs (1 939) (1 744)
Depreciation (290) (271)
Other net operating expenses (1 680) (1 480)
Trading profit 841 715
Dividend income 116 355
Interest received 146 197
Finance costs (59) (49)
Net impairment of investments, assets and goodwill
(179) (442)
Profit/(loss) on sale of investments (9) 24
Consolidated profit before tax 856 800
Taxation (309) (268)
Consolidated profit after tax 547 532
Share of after-tax profit of associated companies 2 619 2 389
and joint ventures
Net profit for the year from continuing operations 3 166 2 921
Discontinued operations
Profit for the year from discontinued operations - 42 503
Net profit for the year 3 166 45 424
Attributable to:
Equity holders 3 060 45 330
Continuing operations 3 060 2 827
Discontinued operations - 42 503
Non-controlling interest 106 94
3 166 45 424
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-
recurring and capital items 3 952 3 208
Net impairment of investments, assets and goodwill
(118) (253)
Profit on the sale of investments 41 360
Other non-recurring and capital items (46) (11)
Profit before tax and non-controlling interest 3 829 3 304
Taxation (981) (809)
Non-controlling interest (229) (106)
2 619 2 389
Reconciliation of headline earnings
2010 2009
R`m R`m
Continuing operations:
Net profit for the year attributable to equity
holders 3 060 2 827
Plus/(minus):
- Net impairment of investments 149 442
- Impairment of property, plant and equipment 4 -
- Impairment of intangible assets 26 -
- Profit/(loss) on sale of investments 9 (24)
- Net (surplus)/loss on disposal of property,
plant and equipment (4) 3
- Non-headline earnings items included in equity 123 (117)
accounted earnings of associated companies and
joint ventures
- Taxation effect of adjustments (10) 34
- Non-controlling interest (2) 3
Headline earnings from continuing operations 3 355 3 168
Discontinued operations:
Net profit for the year attributable to equity - 42 503
holders
Plus/(minus):
- Profit on the distribution of investments - (40 805)
- Non-headline earnings items included in equity - (223)
accounted earnings of associated companies
- Taxation effect of adjustments - 17
Headline earnings from discontinued operations - 1 492
Total headline earnings 3 355 4 660
Earnings and dividends
2010 2009
Cents Cents
Headline earnings per share
- Basic 690.1 987.7
Continuing operations 690.1 671.5
Discontinued operations - 316.2
- Diluted 676.4 954.8
Continuing operations 676.4 659.2
Discontinued operations - 295.6
Earnings per share
- Basic 629.4 9 607.9
Continuing operations 629.4 599.2
Discontinued operations - 9 008.7
- Diluted 616.3 9 570.4
Continuing operations 616.3 584.6
Discontinued operations - 8 985.8
Dividends per share
Ordinary 209.00 190.00
- Interim 84.00 80.00
- Final 125.00 110.00
Abridged consolidated statement of comprehensive income
2010 2009
R`m R`m
Net profit for the year 3 166 45 424
Other comprehensive income, net of tax (640) (7 246)
Exchange rate adjustments (1 216) (436)
Fair value adjustments for the year 1 421 (4 184)
Deferred taxation on fair value adjustments (219) 621
Realisation of reserves previously deferred in
equity (6) (2 716)
Change in reserves of associated companies and
joint ventures (620) (531)
Total comprehensive income for the year 2 526 38 178
Total comprehensive income attributable to:
Equity holders 2 420 38 084
Non-controlling interest 106 94
2 526 38 178
Abridged consolidated statement of changes in equity
2010 2009
R`m R`m
Balance at 1 April 38 787 57 875
Total comprehensive income for the year 2 526 38 178
Dividends paid (1 006) (1 990)
Dividend in specie - (54 819)
Purchase of shares by wholly owned subsidiary
(treasury shares) - (666)
Capital invested by minorities 10 14
Transfer between reserves and other movements 2 23
Net disposal of shares by The Remgro Share Trust - 213
Long-term share incentive scheme reserve 50 (37)
Shares issued 3 714 -
Cancellation of treasury shares - (4)
Balance at 31 March 44 083 38 787
Abridged consolidated statement of cash flows
2010 2009
R`m R`m
Cash generated from operations 1 004 1 129
Taxation paid (144) (280)
Dividends received 1 444 1 494
Cash available from operating activities 2 304 2 343
Dividends paid (1 006) (2 120)
Net cash inflow from operating activities 1 298 223
Investing activities (1 147) 2 631
Financing activities (5) 10
Net increase in cash and cash equivalents 146 2 864
Increase in money market funds (234) (1 578)
Exchange rate loss on foreign cash (1 190) (98)
Cash and cash equivalents at the beginning of the
year 5 019 3 831
Cash and cash equivalents at the end of the year 3 741 5 019
Cash and cash equivalents - per statement of
financial position 3 827 5 050
Bank overdraft (86) (31)
Additional information
2010 2009
R`m R`m
Discontinued operations
Equity accounted income from discontinued
operations - 2 417
Realisation of reserves previously deferred in
equity - 2 695
Pre-tax profit on disposal of discontinued
operations - 38 068
Tax on the disposal of discontinued operations
- (677)
Profit for the year from discontinued operations
- 42 503
On 7 October 2008 Remgro shareholders approved the unbundling of the investment
in British American Tobacco Plc (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.
2010 2009
Number of shares in issue
- Ordinary shares of 1 cent each 481 106 370 439 479 751
Issued at 1 April 439 479 751 449 003 606
Issued during the year 41 626 619 -
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 516 612 722 474 986 103
Number of shares held in treasury
- Ordinary shares repurchased and held in
treasury (3 424 044) (3 500 000)
513 188 678 471 486 103
Weighted number of shares 486 152 822 471 798 001
In determining earnings per share and headline earnings per share the weighted
number of shares was taken into account.
2010 2009
R`m R`m
Listed investments
Associated
- Book value 17 235 16 838
- Market value 28 480 18 904
Other
- Book value 6 357 4 651
- Market value 6 357 4 651
Unlisted investments
Associated
- Book value 10 817 6 957
- Directors` valuation 17 720 11 407
Joint ventures
- Book value 55 84
- Directors` valuation 55 84
Other
- Book value 287 91
- Directors` valuation 287 91
Additions to and replacement of property, plant 424 463
and equipment
Capital commitments 882 751
(Including amounts authorised, but not yet
contracted for)
Guarantees and contingent liabilities 389 435
Dividends received from associated companies and 1 222 1 528
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, with the exception of the
implementation of IFRS 8: Operating segments and the amendments to IFRS 7:
Financial Instruments disclosure and IAS 1 (revised): Presentation of financial
statements. The adoption of the new accounting standard and amendments to IFRS
only affected disclosure and had no impact on the results of either the current
or prior years.
2. Change in accounting estimate
During the year under review Tsb Sugar Holdings (Pty) Limited (Tsb Sugar)
changed its valuation methodology relating to biological agricultural assets. In
terms of IAS 41: Agriculture, these assets should be measured, on initial
recognition and at the end of each reporting period, at its fair value less
costs to sell. The change in the valuation methodology resulted from improved
management information being available and is consequently treated as a change
in accounting estimate with only prospective application.
The financial effect on the carrying value of biological agricultural assets on
31 March 2010 and on profit attributable to equity holders for the year then
ended is as follows:
Increase in the value of biological agricultural assets: R53 million
Increase in profit attributable to equity holders: R34 million
3. Comparison with prior year
With effect from 3 November 2008 the investment in BAT was distributed to Remgro
shareholders as an interim dividend in specie. For the year ended 31 March 2009
the investment in BAT was accordingly still equity accounted for the seven
months to 31 October 2008, which distorts year-on-year comparisons.
However, year-on-year comparisons of headline earnings and headline earnings per
share from continuing operations can be made.
4. Results
Headline earnings
For the year to 31 March 2010 headline earnings decreased by 28.0% from R4 660
million to R3 355 million, while headline earnings per share decreased by 30.1%
from 987.7 cents to 690.1 cents.
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
31 March
2010 2009
R`m R`m
Headline earnings as reported 3 355 4 660
Equity accounted income of BAT - (2 211)
STC on the BAT unbundling - 686
Other non-recurring costs relating to the
unbundling - 33
Headline earnings from continuing
operations 3 355 3 168
Headline earnings per share as reported
(cents) 690.1 987.7
Headline earnings per share from 690.1 671.5
continuing operations (cents)
Headline earnings from continuing operations increased by 5.9%, from R3 168
million to R3 355 million, while headline earnings per share from continuing
operations increased by only 2.8% from 671.5 cents to 690.1 cents due to the
dilutive effect of issuing ordinary shares for the acquisition of VenFin.
Contribution to headline earnings
Year ended 31 March
2010 % Excluding Including
R`m change BAT BAT
2009 2009
R`m R`m
Tobacco interests - - 2 295
Financial services 1 355 (14.0) 1 576 1 576
Industrial interests 1 982 50.4 1 318 1 318
Media interests 17 - -
Mining interests 96 (41.5) 164 164
Technology interests 13 - -
Other investments (64) 20.0 (80) (80)
Central treasury 57 (79.5) 278 194
Other net corporate costs (101) (14.8) (88) (807)
3 355 5.9 3 168 4 660
Refer to Annexures A and B for segmental information. The headline earnings
"Excluding BAT" presented above represent headline earnings from continuing
operations.
The acquisition of VenFin necessitated the introduction of two new reporting
groups, "Media interests" and "Technology interests". A third new reporting
group, "Other investments" was also created. In order to facilitate year-on-year
comparison, the information presented for the comparative year has been adjusted
accordingly.
The following commentary, comparing the results to those of the previous year,
is based on headline earnings from continuing operations only.
The combined contribution of FirstRand and RMBH to Remgro`s headline earnings
from financial services amounted to R1 355 million (2009:
R1 576 million). The decrease of 14.0% 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 to headline earnings increased by
50.4% to R1 982 million (2009: R1 318 million). Kagiso Trust Investment`s (KTI)
contribution to headline earnings amounted to R128 million (2009: R139 million
loss). KTI`s results were impacted by favourable fair value adjustments
amounting to R20 million (2009: R368 million unfavourable) relating to its
shareholding in Metropolitan Holdings Limited. Total South Africa`s contribution
to headline earnings amounted to R42 million (2009: R25 million loss). The
improved performance of Total South Africa is mainly due to a more stable
international oil price than in 2008, resulting in lower stock revaluation
losses. Rainbow reported improved results with its contribution to Remgro`s
headline earnings amounting to R259 million (2009: R235 million). Medi-Clinic`s
contribution to headline earnings amounted to R460 million (2009: R288 million).
This substantial increase is due to improved operating results, as well as non-
recurring items amounting to R176 million (Remgro`s share being R81 million).
Distell and Unilever`s contribution to headline earnings amounted to R274
million and R279 million respectively (2009: R304 million and R231 million). Tsb
Sugar`s contribution to headline earnings amounted to R227 million (2009: R188
million). This increase is mainly due to a change in the valuation methodology
of its biological agricultural assets, resulting in an increase in profit of R34
million.
Media interests consist primarily of the interest in Sabido that was previously
held by VenFin. Sabido`s contribution to Remgro`s headline earnings for the
three months to March 2010 amounted to R11 million.
Mining interest`s contribution to headline earnings decreased by 41.5% to R96
million (2009: R164 million). Dividends received from Implats amounted to R85
million (2009: R346 million), while Remgro`s share of the results of Trans Hex
amounted to R11 million (2009: R182 million loss). It should be noted that with
effect from 30 November 2009 the investment in Trans Hex was reclassified as an
investment "held for sale" and consequently Trans Hex was only equity accounted
for the eight months to 30 November 2009.
Technology interests primarily represent the interest in the CIV group of
companies that was acquired with VenFin. For the year under review the CIV group
was only equity accounted for the three months to March 2010 and contributed R7
million to Remgro`s headline earnings.
The contribution of other investments to headline earnings improved by R16
million to a loss of R64 million (2009: R80 million loss). Business Partners`
contribution to headline earnings amounted to R12 million (2009: R28 million),
while losses amounting to R79 million were equity accounted from the investment
in Xiocom (2009: R108 million loss). Xiocom was sold in March 2010.
Lower interest rates as well as lower average cash balances resulted in a
decrease in the contribution from the central treasury division of R221 million.
It should be noted that foreign currency profits amounting to R50 million were
realised on the repatriation of R&R dividends in the comparative year. The
increase in other net corporate costs to R101 million (2009: R88 million) is
mainly due to the inclusion of VenFin`s corporate costs.
Earnings
Total earnings decreased by 93.2% to R3 060 million (2009: R45 330 million),
mainly as a result of the capital gain amounting to R40 805 million realised on
the unbundling of the investment in BAT in the comparative year.
During the year under review Remgro made an impairment provision amounting to
R168 million in respect of three investments, i.e. PGSI, KIEF and Premier Team
Holdings, as their carrying values exceeded their estimated recoverable amounts.
In the comparative year an impairment provision amounting to R438 million was
made in respect of the investments in Dorbyl, Trans Hex and PGSI.
5. Intrinsic value
Remgro`s intrinsic value per share at 31 March 2010 was R121.64 compared to
R99.15 on 31 March 2009. Refer to Annexure B for full details. The intrinsic
value per share on Friday, 18 June 2010 was R120.21.
6. Investment activities
The most important investment activities during the year under review were as
follows:
Acquisition of VenFin Limited (VenFin)
On 23 November 2009 the VenFin acquisition was finalised resulting in Remgro
issuing 41 626 619 shares at a price of R89.25 per share to VenFin shareholders.
For the year ended 31 March 2010 only VenFin`s associates and joint ventures
with March and September year-ends have been equity accounted for the three
months from 1 January 2010 to 31 March 2010. The most significant of these
investments are Sabido Investments (Pty) Limited (Sabido) and the CIV group of
companies that includes the investment in Dark Fibre Africa (Pty) Limited. From
1 April 2010 all VenFin`s investee companies will be equity accounted annually
for a full twelve-month period.
In terms of IFRS 3: Business Combinations the purchase price of R3 715 million
was allocated to investments in associated companies amounting to R2 986 million
and other investments and loans of R485 million, while the balance was allocated
to other net assets acquired. Intangible assets amounting to R698 million were
identified within Sabido, SEACOM and Tracker as part of the accounting for the
acquisition of VenFin. The amortisation of these assets will result in an
additional annual charge of R35 million against headline earnings.
For the year under review, the results of VenFin included in Remgro`s reported
results were immaterial and consisted of headline earnings from investee
companies of approximately R53 million and after-tax corporate costs of
approximately R16 million. Based on the assumption that the acquisition was
effective on 1 April 2009, it is calculated that VenFin`s headline earnings for
the full year would have amounted to approximately R117 million.
CAPEVIN HOLDINGS LIMITED (CAPEVIN HOLDINGS) AND CAPEVIN INVESTMENTS LIMITED
(CAPEVIN INVESTMENTS)
During the year under review Remgro acquired 4 034 692 shares in Capevin
Investments (9.6% shareholding) and 38 551 857 shares in Capevin Holdings (8.6%
shareholding) for a total consideration of R389.3 million. These acquisitions
effectively increased Remgro`s indirect interest in Distell by 4.1% to 33.3% (31
March 2009: 29.2%).
The investment in Capevin Investments was originally classified as a financial
instrument "available-for-sale" and dividend income amounting to R7.3 million
was accounted for in the income statement during the year under review. Going
forward both of these investments will be equity accounted for the twelve months
to December each year.
PG Group of Companies (PGSI)
PGSI is the foreign holding company of the Plate Glass group. During June 2009,
in participation of a rights offer, Remgro invested a further R171.1 million in
PGSI, being represented by an equity investment amounting to R41.5 million and
an investment in convertible redeemable preference shares amounting to R129.6
million. The term of the preference shares is five years and it has an effective
dividend yield of 7.6%.
During March 2010, PGSI made another rights offer in terms of which Remgro
invested an initial R13.6 million in PGSI. The rights offer will be implemented
in two tranches and Remgro is to invest a further R13.6 million during June
2010. The shareholders of PGSI simultaneously agreed to provide a standby
facility amounting to R150 million to PGSI. Remgro`s portion of the facility
amounts to R44 million and the facility will expire on 27 December 2011. On 31
March 2010 Remgro`s interest in PGSI, on a fully diluted basis, was 25.2% (31
March 2009: 25.0%).
Tsb Sugar Holdings (Pty) Limited (Tsb Sugar)
With effect from 3 August 2009 Tsb Sugar acquired the Pongola sugar mill from
Illovo Sugar Limited for R180.0 million. For the eight months since acquisition
the Pongola sugar mill contributed R248 million to turnover, while an operating
loss of R46 million, before interest and tax, was reported.
Xiocom Wireless, Inc. (Xiocom)
During the 2008 financial year Remgro acquired a 37.5% interest in Xiocom.
During the year under review Remgro invested a further $7.1 million in Xiocom,
increasing the total investment to $35.8 million. The company underperformed
during this time.
During the second half of the financial year it was decided to exit the
investment in Xiocom and in March 2010 it was sold for a nominal amount. In
addition to equity accounting for a headline loss of R79.2 million in the
current financial year, an after-tax capital loss of R13.5 million was also
realised on this transaction.
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. During the year under
review Remgro invested a further R19.1 million in KIEF. By 31 March 2010, Remgro
had invested R94.2 million of the R350 million committed.
Events after year-end:
FirstRand Limited (FirstRand) and RMB Holdings Limited (RMBH)
On 31 March 2010 FirstRand announced that it has reached an agreement with
Metropolitan Holdings Limited (Metropolitan) to dispose of all of FirstRand`s
ordinary shares in its wholly owned subsidiary, Momentum Group Limited, in
consideration for Metropolitan ordinary shares. It is anticipated that FirstRand
will hold approximately 59.5% of the issued share capital of the merged entity.
FirstRand has further advised that, following the proposed merger, it intends to
unbundle its entire shareholding in the merged entity to its ordinary
shareholders. The transaction is subject to the fulfilment of a number of
conditions precedent prior to 31 October 2010.
At the same time RMBH announced that it is exploring a number of restructuring
steps to realign its investment portfolio and to enhance shareholder value.
These steps include the possible separation of RMBH`s insurance and banking
interests that could result in a separate listing of these interests. Further
announcements regarding the above will be made by FirstRand and RMBH once
detailed information becomes available.
Trans Hex Group Limited (Trans Hex)
On 21 June 2010 the Remgro Board approved the unbundling of the investment in
Trans Hex to its shareholders. Remgro shareholders are referred to the separate
Terms Announcement released on SENS on
21 June 2010 that provides more detail regarding the proposed unbundling. A
circular containing full detail of the intended unbundling will be posted to
shareholders during July 2010.
Since year-end the following investments were made:
Business Partners - Further equity investment of R77.7 million (Remgro`s
interest on a fully diluted basis: 28.7%).
KTI and KIEF - Further amount of R74.7 million invested, thereby increasing the
amount already invested to R168.9 million of the R350 million committed.
Dark Fibre Africa (Pty) Limited - Equity investment of R9.7 million, as well as
the granting of a loan facility of R85.1 million in terms of which R53.1 million
has already been advanced.
Capevin Holdings - Further equity investment amounting to R19.1 million, thereby
increasing Remgro`s indirect interest in Distell to 33.4% (31 March 2010:
33.3%).
7. Treasury shares
At 31 March 2009, 3 500 000 Remgro ordinary shares (0.8%) were held as treasury
shares by a wholly owned subsidiary company of Remgro. As previously reported,
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 during November 2008.
During the year under review no Remgro ordinary shares were repurchased, while
75 956 Remgro ordinary shares were utilised to settle Remgro`s obligation
towards scheme participants who exercised share appreciation rights granted to
them.
At 31 March 2010, 3 424 044 Remgro ordinary shares (0.7%) were held as treasury
shares.
8. Cash resources at the centre
The Company`s cash resources at 31 March 2010 were as follows:
Local Offshore Total 2009
R`m R`m R`m R`m
Per consolidated statement of
financial position 1 372 2 455 3 827 5 050
Investment in money market funds - 1 812 1 812 1 578
Less: Cash of operating subsidiaries
(937) (40) (977) (661)
Cash at the centre 435 4 227 4 662 5 967
On 31 March 2010, approximately 43% (R1 812 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 statement of financial position.
Directorate
With effect from 4 November 2009, Messrs Peter Mageza, Jabu Moleketi, Gerrit
Thomas ("GT") Ferreira and Dr Mamphela Ramphele were appointed as independent,
non-executive directors to the Board of Remgro. In addition Mr Jannie Durand has
been appointed as an executive director. Mr G D de Jager retired as independent
non-executive director on
5 August 2009.
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.
Declaration of cash dividend
Declaration of dividend no 20
Notice is hereby given that a final dividend of 125 cents (2009: 110 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 2010.
Dates of importance:
Last day to trade in order to participate in the Friday, 13 August 2010
final dividend
Trading on or after this date will be ex the final Monday, 16 August 2010
dividend
Record date Friday, 20 August 2010
Payment date Monday, 23 August 2010
Shareholders may not dematerialise or rematerialise their holdings of ordinary
shares between Monday, 16 August 2010, and Friday, 20 August 2010, both days
inclusive.
The Annual Report will be posted to members during July 2010.
Signed on behalf of the Board of Directors
Johann Rupert Thys Visser
Chairman Chief Executive Officer
Stellenbosch
21 June 2010
Annexure A
Composition of headline earnings
Year ended 31 March
Excluding Including
BAT BAT
2010 2009 2009
R`m R`m R`m
Tobacco interests
R&R Holdings - - 2 295
Financial services
RMBH 720 761 761
FirstRand 635 815 815
Industrial interests
Medi-Clinic Corporation 460 288 288
Unilever SA Holdings 279 231 231
Distell Group 274 304 304
Capevin Investments 7 - -
Rainbow Chicken 259 235 235
Tsb Sugar 227 188 188
Air Products South Africa 115 102 102
Nampak 73 105 105
Total South Africa 42 (25) (25)
Kagiso Trust Investments 128 (139) (139)
PGSI equity accounted income 1 40 40
PGSI fair value adjustment 82 - -
Wispeco 63 30 30
Other industrial interests (28) (41) (41)
Media interests
Sabido 11 - -
MARC preference shares 5 - -
Other media interests 1 - -
Mining interests
Implats 85 346 346
Trans Hex Group 11 (182) (182)
Technology interests
CIV group 7 - -
Other technology interests 6 - -
Other investments (64) (80) (80)
Central treasury 57 278 194
Other net corporate costs (101) (88) (807)
Headline earnings 3 355 3 168 4 660
Weighted number of shares (million) 486.2 471.8 471.8
Headline earnings per share (cents) 690.1 671.5 987.7
Annexure B
Composition of intrinsic net asset value
31 March 2010 31 March 2009
Book Intrinsic Book Intrinsic
value value value value
R`m R`m R`m R`m
Financial services
RMBH 6 400 9 785 6 027 6 227
FirstRand 6 026 9 719 5 728 5 803
Industrial interests
Medi-Clinic 3 111 6 948 3 533 5 533
Corporation
Unilever SA Holdings 3 109 4 346 2 950 4 110
Distell Group 1 798 4 430 1 320 3 052
Rainbow Chicken 1 956 3 412 1 836 3 315
Tsb Sugar 1 376 2 506 1 211 2 631
Air Products South 536 1 752 453 1 563
Africa
Nampak 1 205 1 398 1 263 984
Total South Africa 631 1 080 566 1 136
Kagiso Trust 1 213 1 269 940 955
Investments
PGSI 533 528 368 368
Wispeco 358 381 312 345
Other industrial 328 351 224 224
interests
Media interests
Sabido 837 1 215 - -
MARC 187 211 - -
Other media interests 50 71 - -
Mining interests
Implats 5 711 5 711 4 223 4 223
Trans Hex Group 65 106 44 44
Technology interests
CIV groupSquared 378 539 - -
SEACOM 721 1 120 - -
Tracker 574 911 - -
Other technology 385 479 - -
interests
Other investments 573 399 415 277
Central treasury - 4 662 4 662 5 967 5 967
cash at the
centreCubed
Other net corporate 581 796 692 879
assets
Net asset value (NAV) 43 304 64 125 38 072 47 636
Potential CGT (1 703) (887)
liability
NAV after tax 43 304 62 422 38 072 46 749
Issued shares after 513.2 513.2 471.5 471.5
deduction of shares
repurchased (million)
NAV after tax per 84.38 121.64 80.75 99.15
share (Rand)
Notes
1. Includes the investments in Capevin Investments Limited and Capevin
Holdings Limited.
2. Includes the investments in CIV Fibre Network Solutions (Pty)
Limited, CIE Telecommunications Limited, CIV Power Limited and
Central Lake Trading No. 77 (Pty) Limited.
3. Cash at the centre excludes cash held by subsidiaries that are
separately valued above.
4. The potential capital gains tax (CGT) liability included in "other
net corporate assets" above, 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 (mainly Implats and Caxton) is included in "other
net corporate assets" above.
5. For purposes of determining the intrinsic value, the unlisted
investments are shown at directors` valuation and the listed
investments are shown at stock exchange prices.
Directorate
Non-executive directors
Johann Rupert (Chairman), E de la H Hertzog (Deputy Chairman),
P E Beyers, G T Ferreira*, P K Harris*, N P Mageza*,
J Malherbe, P J Moleketi*, M M Morobe*, M A Ramphele*,
F Robertson*, H Wessels*
(*Independent)
Executive directors
M H Visser (Chief Executive Officer),
W E Buhrmann, L Crouse, J W Dreyer, J J Durand, J A Preller, T van Wyk
Corporate Information
Secretary
M Lubbe
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
Date: 21/06/2010 17:05:02 Produced by the JSE SENS Department.
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