| Tue 20 Sep 2011, 7:11 | | DGC - Digicore Holdings Limited - Abridged Group Audited Results for the year |
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DGC
DGC
DGC - Digicore Holdings Limited - Abridged Group Audited Results for the year
ended 30 June 2011
DIGICORE HOLDINGS LIMITED
("DigiCore" or "the company" or "the group")
Co. Reg. No: 1998/012601/06
JSE code: DGC
ISIN: ZAE000016945
Up 34% to R712 million REVENUE
Up 15% to R78 million PROFIT BEFORE TAX
Up 8% to 22,4 cents EARNINGS PER SHARE
6 cents DIVIDEND PER SHARE
COMMENTARY
In the financial year to 30 June 2011, DigiCore emerged from the recessionary
periods of 2009 and 2010 with a solid 34% growth in revenue. Net profit grew at
a slower rate, with profit before tax showing 15% year-on-year growth.
The disparity between sales growth and profit growth reflects our continued
international expansion costs, research and development costs growing by over
27% in financial year 2011, Minorplanet integration costs, continued upfront
investment in projects such as integrated fare collection (an exciting
innovation in the mini-bus taxi industry), the Discovery Insure launch and
increased provisions for doubtful debt and slow-moving stock.
In addition, the group has revitalised its branding and marketing to improve the
brand presence of Ctrack worldwide.
Financial review
During the period the group reaped the benefits of its ongoing focus on
strategic areas as local and international markets showed signs of marginal
economic recovery.
Revenue rose by 34% to R712 million compared to the prior period. Distribution
entities in local markets increased revenue by 26%, mainly due to the recovery
of the fleet management business. Foreign distribution increased revenues 60%
off a lower base, bolstered by the acquired customer base of Minorplanet in the
United Kingdom, Ireland and Europe. Increased volumes and higher demand from
other exports contributed to the manufacturing entity growing revenues by 33%.
In line with the group`s strategy, annuity revenue rose by R47 million (16%) and
now constitutes 47% of total revenues.
As a result of competitive pressures, gross margins in local markets declined
marginally, while international margins were maintained.
Operating expenses across the group rose 24%, although some R48 million of this
was due to Minorplanet entities. Excluding the impact of Minorplanet costs,
operating expenses increased by a more sustainable 9%.
The Minorplanet entities have now been fully integrated into group operations
and have turned profitable on a month-to-month basis. Initial losses and
restructuring costs during the integration process exceeded R10 million,
affecting the group`s earnings.
Group EBITDA increased by 23% to R131 million.
As a large portion of the group`s improved performance stems from the fleet
management business in South Africa, which has a 30% minority BEE shareholding,
profit for the year attributable to owners of the parent company increased by
only 7%.
Cash generated from operations was R109,7 million, with a net cash balance of
R52,6 million at year-end. The continued investment in high-yielding rental
assets required cash resources of R57,6 million, and a funding solution to
satisfy this demand is imminent.Net proceeds of the rights offer amounted to
R86,7 million.
Engineering
The group`s engineering division comprises our manufacturing plant, software
development teams in SA and the UK, a worldwide product support team and group
IT.
An exciting new generation of telematic devices and online software systems was
developed during the year, and will be introduced to the market in the first
half of the new financial year.
The group shipped 40% more devices and related systems than in the prior year,
even though natural disasters such as the tsunami in Japan in March 2011 caused
supply difficulties with some key component suppliers.
Operational highlights
Management team
The management team was strengthened considerably during the year with the
appointments of James Verster as Chief Technology Officer, Edwin Fichardt as
Managing Director for Ctrack Secure, and Saleem Miyan as pan-European commercial
director. We also completed management restructuring at various levels.
South Africa
Ctrack fleet management division
The division has made solid progress in converting the majority of its revenue
stream to annuity-based income. Currently 55% of unit sales are annuity based,
which provides a smoother revenue flow and reduces forecasting risk.
In the last quarter of the financial year, we were awarded an Ekurhuleni tender
for up to 6 000 units to be fitted to their fleet, most of which will be
installed in the new financial year. The South African Police Services added a
further 11 900 systems to its fleet during the year. We also strengthened our
position as market leaders in the mining sector, with most mining majors now
among our valued customers.
FleetConnect, a modular end-to-end enterprise solution for fleet owners, was
launched in the last quarter and the acquisition of a 25% stake in its holding
company, Alchemist, was being negotiated at year-end.
Ctrack consumer division
The consumer business contributed 38% of group revenue for the year and is
entering an exciting growth phase. Recurring profitability on the stolen vehicle
recovery (SVR) (Ctrack Secure) side is growing and two more lifestyle fitment
centres were opened during the year, bringing the total to five.
Ctrack is the technology partner of Discovery Insure, which launched Vitality
Drive (an initiative to reward members for safe driving habits) towards year-end
and holds excellent potential as a growth area for DigiCore.
The acquisition of 50,1% of MotorOne, formerly owned in the WesBank stable, is
currently being finalised. This is expected to provide a strong motor dealer
sales channel to the group`s consumer side.
International operations
Europe and UK
After an encouraging start, the European economy took considerable strain
towards year-end; however we still recorded reasonable sales activity during the
year. Key new customer gains in the UK include Network Rail and East Sussex Fire
and Rescue. Five regional branches in London, Bristol, Birmingham, Leeds and
Glasgow were opened during the year to bring the Ctrack business closer to its
customers.
Mainland Europe exceeded budget and sales volumes held up well, despite economic
challenges. The sales pipeline for financial year 2012 is encouraging, although
pricing pressure is a concern.
The Minorplanet acquisition is now fully integrated and contributed to group
profits in the last six months.
Asia and Middle East
Regional headquarters were established in late 2010 in Kuala Lumpur to service
the Middle East and south-east Asia region, viewed as one of the markets with
the biggest growth potential for Ctrack. We are well positioned in the region,
with key distributors, joint venture partners and a strong management team in
place.
Australia and New Zealand
In August 2010 DigiCore acquired a 25% stake in Vehicle Management Systems (VMS)
which, in turn, took over the Minorplanet Asia Pacific business. DigiCore is
negotiating the purchase of a further equity stake to increase its holding in
VMS to 69%.
Australia-listed mining giant BHP Billiton renewed its contract for a further
three years.
Latin and Central America
The Ctrack Latin America regional headquarters were established in August 2010
in Mexico City to service Mexico and South America. Key customers such as BHP
Billiton (Colombia), Nestle (Chile) and Cusaem (Mexico), SABMiller (Peru) and
Falabella (Colombia) provide a solid customer base from which to grow. A joint
venture with Spanish group Tecnocom has been established in selected markets.
Africa
DigiCore has been operating in the African market (outside South Africa) for the
last six years. After establishing a dedicated Ctrack African business unit in
2010, revenue and profitability from these countries more than doubled in the
review period. The mining and oil industries in particular are booming, and give
us another emerging market in which to grow the business.
Industry comments
The traditional vehicle tracking industry globally is evolving from a location-
based service into the mainstream of machine-to-machine communication.
Track and tracing are subservient to key value drivers such as diagnostics,
driver behaviour, drive environment, productivity tools, asset management and
maintenance, road use, regulatory requirements and CO2 emission control.
Proprietary software platforms need to be compatible with multiple devices and
convergence with in-vehicle systems and third-party hardware is becoming
essential.
Reducing hardware electronic and communication costs, in addition to rental
pricing strategies, provides an improved value proposition to a growing target
market worldwide.
Key challenges and risk areas
We are continuously developing appropriate strategies to counter identified
risks to our business sustainability
- Risks associated with the European Community debt crisis, and growing fears of
sovereign debt default.
- African labour, political and socio-economic risks.
- Debtors days outstanding and stockholding need to be reduced to improve
working capital and cash.
- Retaining key executives and attracting quality people to support DigiCore`s
growth objectives.
The key risks in the group have been identified and allocated to management.
Progress reports are periodically submitted by these risk owners to the audit
and risk committee for review and assessment.
Outlook
DigiCore is cautiously optimistic that improved financial results can be
expected for the 2012 financial year.
We anticipate organic growth in our existing markets and good growth from
fledgling operations as well as from some small strategic acquisitions and joint
ventures in selected markets.
Our proprietary driver-behaviour offering to the insurance industry holds
exciting potential in South Africa and will be launched in specific
international markets in the year ahead.
The restructured management team, which balances decades of solid experience
with the infusion of new skills, is well positioned to address challenges and
capitalise on opportunities that arise.
For and on behalf of the board
NH Vlok BC Esterhuyzen
Chairman Chief Executive Officer
19 September 2011
ABRIDGED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 30 June 2011
30 June 11 30 June 10*
R`000 R`000
Notes (Audited) (Audited)
ASSETS
Non-current assets
Property, plant and equipment 2 158 265 120 381
Goodwill 11 156 234 153 409
Intangible assets 3 53 626 44 763
Investments in associates 4 525 2 493
Other financial assets 4 19 901 8 191
Deferred tax 24 470 19 612
417 021 348 849
Current assets
Inventories 93 859 87 558
Current tax receivable 2 046 6 205
Trade and other receivables 5 216 919 175 239
Cash and cash equivalents 53 092 49 330
365 916 318 332
Total assets 782 937 667 181
EQUITY AND LIABILITIES
Equity attributable to equity holders of
parent
Share capital and premium 6 166 215 82 585
Foreign currency translation reserve (14 194) (21 744)
Share-based payment reserve 7 288 4 484
Retained income 454 673 420 065
613 982 485 390
Non-controlling interest 17 322 12 356
Non-current liabilities
Interest-bearing financial liabilities 7 26 324 32 425
Finance lease obligation 6 731 3 138
Deferred tax 2 075 1 037
35 130 36 600
Current liabilities
Current portion of interest-bearing
financial liabilities 7 6 560 6 238
Current tax payable 12 214 12 309
Finance lease obligation 4 923 2 513
Trade and other payables 81 412 65 581
Provisions 10 871 9 182
Bank overdrafts 523 37 012
116 503 132 835
Total equity and liabilities 782 937 667 181
Net asset value per share (cents) 247,9 223,0
Net tangible asset value per share (cents) 163,1 127,0
*Certain balances have been restated due to the completion of initial accounting
in terms of IFRS 3. Refer to the business combinations note for further details.
ABRIDGED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June 2011
Year ended Year ended
30 June 11 30 June 10
R`000 R`000
Growth (Audited) (Audited)
Revenue 34% 712 248 530 534
Cost of sales, other income and
operating expenses (628 333) (459 845)
Operating profit 19% 83 915 70 689
Investment revenue 85 1 046
Share of income from equity
accounted investments 436 909
Finance costs (6 283) (4 771)
Profit before taxation 15% 78 153 67 873
Taxation 17% (23 733) (20 348)
Profit for the year 15% 54 420 47 525
Profit for the year
attributable to:
Owners of the parent 7% 49 454 46 255
Non-controlling interest 4 966 1 270
54 420 47 525
Other comprehensive income
Exchange differences on
translating foreign operations 7 550 (30 538)
Total comprehensive income for the year 61 970 16 987
Total comprehensive income for the year
attributable to:
Equity holders of the parent 57 004 15 717
Non-controlling interest 4 966 1 270
61 970 16 987
Reconciliation of
headline earnings
Basic and diluted earnings 49 454 46 255
Adjusted for:
Loss/(Profit) on sale of
fixed assets (749) (1 752)
Impairment of intangible assets 139 -
Tax effect on adjustments 210 491
Non-controlling interest in
adjustments - -
Basic and diluted
headline earnings 49 054 44 994
Earnings per share
2010 as
previously
Growth 2011 2010 Restated * reported
Basic earnings per
share (cents) 8% 22,4 20,8 22,0
Diluted basic earnings
per share (cents) 8% 22,4 20,8 22,0
Headline earnings per
share (cents) 10% 22,2 20,2 21,2
Diluted headline
earnings per share (cents) 10% 22,2 20,2 21,2
Interim dividend per
share (cents) 3,0 3,0 3,0
Final dividend per
share (cents) 3,0 3,0 3,0
Total dividend per
share (cents) 6,0 6,0 6,0
Number of ordinary
shares in issue (`000) 247 669 217 669 217 669
Weighted average number
of ordinary shares in
issue (`000) 220 756 210 018 210 018
Prior year adjusted for
effects of rights issue (`000) 12 737 -
Weighted number of shares in
issue to be used in the
calculation of basic and
diluted earnings per share (`000) 220 756 222 755 210 018
*Earnings per share and diluted earnings per share have been restated for 2010
financial period due to the rights issue of shares.
ABRIDGED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2011
Year ended Year ended
30 June 11 30 June 10
R`000 R`000
(Audited) (Audited)
Share capital and premium
Share capital and premium at the beginning
of the year 82 585 63 863
Issue/(Repurchase) of shares 83 630 (1 194)
Arising on shares issued for the purchase
of C-Track Limited - 19 916
Share capital and premium at the end of the year 166 215 82 585
Reserves
Foreign currency translation reserve
Balance at the beginning of the year (21 744) 8 794
Translation differences for the year 7 550 (30 538)
Balance at the end of the year (14 194) (21 744)
Equity-settled share-based payment reserve
Balance at the beginning of the year 4 484 204
Share options granted - 1 194
Share-based payment cost for the year 2 804 3 086
Balance at the end of the year 7 288 4 484
Share repurchase reserve
Balance at the beginning of the year - 19 120
Shares to be issued in respect of the
C-Track Limited transaction - (19 120)
Balance at the end of the year - -
Reserves at the end of the year (6 906) (17 260)
Retained income
Retained income at the beginning of the year 420 065 388 809
Profit for the year 49 454 46 255
Dividends paid during the year (14 846) (14 999)
Retained income at the end of the year 454 673 420 065
Non-controlling interest
Balance at the beginning of the year 12 356 11 086
Profit for the year 4 966 1 270
Balance at the end of the year 17 322 12 356
ABRIDGED CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 June 2011
Year ended Year ended
30 June 11 30 June 10
R`000 R`000
(Audited) (Audited)
Cash flows from operating activities 64 853 86 487
Cash generated from operations 109 713 127 316
Net finance cost (6 198) (3 725)
Dividends paid (14 846) (14 999)
Tax paid (23 816) (22 105)
Cash flows from investing activities (108 456) (105 944)
Cash flows from financing activities 83 854 (16 131)
Total cash and cash equivalents movement for the year 40 251 (35 588)
Cash and cash equivalents at the beginning of the year 12 318 47 906
Total cash and cash equivalents at end of the year 52 569 12 318
ABRIDGED SEGMENT REPORT
for the year ended 30 June 2011
Year ended Year ended
30 June 11 30 June 10
R`000 R`000
(Audited) (Audited)
Revenue
SA distribution 523 397 415 748
Foreign distribution 198 040 123 138
Product development and manufacturing 206 157 154 602
Group services 20 109 26 237
947 703 719 725
Intersegmental revenue (235 455) (189 191)
712 248 530 534
Operating profit
SA distribution 58 812 59 284
Foreign distribution 3 008 146
Product development and manufacturing 14 661 (1 119)
Group services 7 434 12 378
83 915 70 689
Investment revenue 85 1 046
Income from equity accounted investments 436 909
Finance costs (6 283) (4 771)
Profit before taxation 78 153 67 873
NOTES TO THE ABRIDGED GROUP
FINANCIAL STATEMENTS
The audited abridged consolidated annual financial statements have been prepared
in accordance and comply with International Financial Reporting Standards and
are presented in terms of the disclosure requirements set out in IAS 34: Interim
Financial Reporting as well as AC 500 standards as issued by the Accounting
Practices Board or its successor, the JSE Listings Requirements and in the
manner required by the Companies Act, 2008.
The financial statements are based on appropriate accounting policies,
consistently applied with those used in the audited annual financial statements
for the year ended 30 June 2010, which are supported by reasonable and prudent
judgements and estimates.
The board has approved the annual financial statements which have been abridged
for purposes of this report. The annual financial statements were prepared by FJ
Schindehutte CA(SA), the group Chief Financial Officer.
These abridged consolidated results have been audited by our auditors PKF (Pta)
Inc. in accordance with section 29(1)(e) of the Companies Act, 2008, who have
performed their audit in accordance with International Standards on Auditing.
They have issued their unqualified audit opinion on the group`s annual financial
statements, a copy of which is available for inspection at the registered office
of the company.
Any reference to future financial performance included in this announcement has
not been reviewed or reported on by the group`s auditors.
2. Property, plant and equipment
The property, plant and equipment has increased over the year due to significant
investment into the motor vehicle fleet of R10,9 million and into rental assets
of R57,6 million.
3. Intangible assets
During the year a further R18,3 million worth of development costs were
capitalised to the balance sheet for development of vehicle tracking solutions
to be sold in the future. An amount of R6,1 million relates to development cost
incurred in the United Kingdom and was incurred to further develop solutions and
to integrate the Minorplanet product range with the C-track platform.
Development costs will be evaluated on an ongoing basis and added to where
appropriate. Once these projects are ready for commencement, the asset is
amortised over the expected useful life of 5 years.
4. Other financial assets
The continued support of the Integrated fare collection project, has seen the
loan to associated company Dedical (Pty) Limited increase by R11,7 million over
the last year.
5. Trade and other receivables
Trade receivables from customers have increased by R57,2 million over the year.
Other receivables reduced by R17,8 million.
6. Share capital and premium
During February 2011, 30 000 000 new ordinary shares of R0,001 each were issued
as part of the fully underwritten renounceable rights offer to DigiCore
shareholders at a subscription price of 300 cents per rights offer share. A copy
of the circular sent to shareholders on 31 January 2011 is available for viewing
on the www.digicore.com website. Share premium was increased by the R86,7
million received from shareholders, net of R3,3 million costs relating to the
rights offer.
7. Interest-bearing financial liabilities
The interest-bearing financial liabilities decreased due to repayment of R3,4
million on the foreign euro loan as well as further capital repayments on the
Absa bond held over the property amounting to R2,4 million.
8. Earnings per share
The difference between the total number of shares in issue and the weighted
number of shares in issue relates to treasury shares, held by the share trust to
provide share options to employees that will convert in future.
The weighted number of shares in issue for the prior year has increased from the
amount previously reported by 12,7 million shares due to the rights offer.
This has had a reducing effect on the reported earnings per share for the prior
year from 22,02 cents per share to 20,76 cents per share.
9. Segment information
There has been no change in the basis of segmentation or the measurement of
segment profit since the last interim or annual financial statements.
There has also been no material change in the assets of the respective operating
segments.
10. Business combinations
C-Track UK Limited (formerly MPS 2010 Limited)
Restatement of the statement of financial position as at 30 June 2010
On Wednesday, 9 June 2010 the group acquired 100% of the voting equity interest
of MPS 2010 Limited which resulted in the group obtaining control over MPS 2010
Limited. MPS 2010 Limited is principally involved in the distribution of fleet
management and vehicle tracking solutions. As a result of the acquisition, the
group is expecting to increase their market share in the United Kingdom. It is
also expecting to reduce costs through economies of scale.
The initial accounting under IFRS 3, "Business Combinations", for the C-Track UK
Limited (formerly MPS 2010 Limited) acquisition had not been completed as at 30
June 2010. During the measurement period ended 9 June 2011, adjustments to
provisional fair values in respect of the C-Track UK Limited (formerly MPS 2010
Limited) acquisition have been made. As a result, comparative information for
the year ended 30 June 2010 have been presented as if the further adjustments to
provisional fair values had been made from the transaction date of 9 June 2010.
The impact on the prior period statement of comprehensive income has been
reviewed and no material adjustments to the statement of comprehensive income as
a result of the adjustments to provisional fair values were required. The
following table reconciles the impact on the statement of financial position
reported for the year ended 30 June 2010 to the comparative statement of
financial position presented in these financial statements.
Fair value of assets acquired and liabilities assumed
Adjustments Restated
As at to as at
30 June provisional 30 June
R`000 2010 fair values 2010
Property, plant and equipment 112 (112) -
Intangible assets 18 716 8 419 27 135
Deferred tax - 13 280 13 280
Inventories - 1 025 1 025
Trade and other receivables 1 5 256 5 257
Other financial liabilities (3 372) (828) (4 200)
Provisions (9 218) 7 197 (2 021)
Current tax payable - (7 784) (7 784)
Trade and other payables - (7 325) (7 325)
Total identifiable net assets 6 239 19 128 25 367
Goodwill 25 292 (19 128) 6 164
31 531 - 31 531
Acquisition date fair value of
consideration paid
Cash (31 531) - (31 531)
Revenue and profit or loss of C-Track UK Limited (formerly MPS 2010 Limited)
Revenue of R4 558 578 and losses of R3 579 114 of C-Track UK Limited (formerly
MPS 2010 Limited) have been included in the group`s results since the date of
acquisition.
C-Track Ireland Limited
On Tuesday, 28 September 2010 the group acquired certain assets which constitute
a business as per IFRS 3 of C-Track Ireland Limited for a fair value purchase
consideration of R956 394 paid in cash. This resulted in the group obtaining
control over C-Track Ireland Limited. C-Track Ireland Limited is principally
involved in the distribution of fleet management and vehicle tracking solutions.
As a result of the acquisition, the group is expecting to increase their market
share in Ireland. It is also expecting to reduce costs through economies of
scale.
Fair value of assets acquired and liabilities assumed R`000
Intangible assets 956
Acquisition date fair value of consideration paid
Cash (956)
Revenue and profit or loss of C-Track Ireland Limited
Revenue of R3 669 505 and a loss of R2 773 969 of C-Track Ireland Limited have
been included in the group`s results since the date of acquisition.
If C-Track Ireland Limited`s results were however included in the group`s
results for the entire year, the amount that would have been included in the
group`s results is revenue of R4 892 673 and a net loss after taxation of R3 698
625.
Minor Planet Europe B.V.
On 17 August 2010 the group acquired certain assets which constitute a business
as per IFRS 3 of Minorplanet Europe B.V. for a fair value purchase consideration
of R1 540 044 paid in cash. This resulted in the group obtaining control over
Minor Planet Europe B.V.. Minorplanet Europe B.V. is principally involved in the
distribution of fleet management and vehicle tracking solutions. As a result of
the acquisition, the group is expecting to increase their market share in
Europe. It is also expecting to reduce costs through economies of scale.
Goodwill of R560 000 arising from the acquisition consists largely of the
synergies and economies of scale expected from combining the operations of the
entities, as well as from intangible assets which did not qualify for separate
recognition. Goodwill is not deductible for income tax purposes.
Fair value of assets acquired and liabilities assumed R`000
Property, plant and equipment 373
Intangible assets 93
Trade and other receivables 514
Total identifiable net assets 980
Goodwill 560
1 540
Acquisition date fair value of consideration paid
Cash (1 540)
Revenue and profit of Minor Planet Europe B.V.
Revenue of R10 791 700 and a profit of R946 968 of Minor Planet Europe B.V. have
been included in the group`s results since the date of acquisition.
If Minor Planet Europe B.V.`s results were however included in the group`s
results for the entire year, the amount that would have been included in the
group`s results is revenue of R12 333 371 and a profit after taxation of R1 082
249.
The acquisition of C-Track Ireland Limited and Minor Planet Europe B.V. is based
on provisional fair values as the group has not yet determined the fair values
of the identifiable assets, liabilities and or contingent liabilities. The fair
value of the business will be accurately determined by the next reporting date.
11. Goodwill
The goodwill amount on the statement of financial position is reconciled as
follows:
R`000
Opening balance 1 July 2009 168 552
Additions through business combinations 6 164
Foreign exchange movements (21 307)
Balance at 30 June 2010 153 409
Additions through business combinations 560
Foreign exchange movements 2 265
Balance at 30 June 2011 156 234
12. Post year-end events
Circular for shareholder approval in terms of section 45 of the Companies Act,
71 of 2008
On 5 August 2011 a circular was posted to the shareholders to seek approval for
the granting by DigiCore of financial assistance to any company or corporation
forming part of the group as contemplated in section 45 of the Companies Act, 71
of 2008.
Shareholder approval of non-executive directors` remuneration
By means of a special resolution it was resolved that in terms of section 66(9)
of the Companies Act, 71 of 2008, the company is and is hereby authorised to
remunerate its non-executive directors for their services as directors on the
basis recommended by the remuneration committee and approved by the board of
directors.
A copy of the circular sent to shareholders is available for viewing on the
www.digicore.com website.
Other than disclosed above, there have been no significant events subsequent to
year-end and up to the date of this report that would require adjustment to the
annual financial statements or further disclosure.
Corporate governance
The group endorses the Code of Corporate Practice and Conduct as set out in the
King Committee Report on Corporate Governance and complies substantially with
the guidelines of the report as required by the JSE.
Sustainability
During the year DigiCore continued with its initiatives and drive towards being
a more sustainable company for itself and its customers.
CORPORATE PROFILE
DigiCore supplies superior mobile asset-tracking information and machine-to-
machine communication solutions for managing fleets, equipment, containers and
mobile field workers. On the consumer side, we provide stolen vehicle recovery,
in-vehicle emergency, personal tracking, regulatory compliance and insurance-
related driver-behaviour solutions.
We are active across the telematics value chain - from design and development of
proprietary software, ISO- and CE-standard manufacturing, direct sales channels,
hub and bureau services as well as product and customer support.
Our Ctrack brand is now established in 50 countries and recognised for its
superior quality, performance and value for money.
CHANGES TO THE BOARD OF DIRECTORS
The following changes to the board took place over the last year:
- Mr N Gasa retired as non-executive Chairman of the board on 30 June 2011 and
assumed the role of lead independent non-executive director with effect from 1
July 2011;
- Mr Nick Vlok retired as Chief Executive Officer on 30 June 2011 and assumed
the role of non-executive Chairman on 1 July 2011;
- Mr Barney Esterhuyzen assumed the role of Chief Executive Officer on 1 July
2011;
- Mr James Verster was appointed to the board as an executive director with
effect from 3 May 2011. He will fulfil the role of Chief Technology Officer; and
- Advocate Jacob Wiese was appointed a non-executive director with effect from 3
February 2011 and Mr Gerrit (Boel) Pretorius was appointed an independent non-
executive director with effect from 3 May 2011.
CASH DIVIDEND DECLARATION
In line with company policy, the board has declared a final dividend of 3 cents
per share (2010: 3 cents per share). This is after paying an interim dividend of
3 cents per share (2009: 3 cents per share) in March 2011.
This brings the total dividend declared and paid for the year to 6 cents per
share (2010: 6 cents per share).
Payment will be made on Monday, 17 October 2011 to shareholders recorded in the
register on Friday, 14 October 2011. The last day to trade to qualify for the
dividend will be Friday, 7 October 2011 and the shares will be traded ex
dividend from Monday, 10 October 2011. Share certificates may not be
dematerialised or rematerialised between Monday, 10 October 2011 and Friday, 14
October 2011, both days included.
Business address and registered office
DigiCore Building, Regency Office Park, 9 Regency Drive, Route 21
Corporate Park, Irene Ext 30, Centurion, South Africa
PO Box 68270, Highveld Park, 0169
Tel: +27 (0)12 450 2222 Fax: +27 (0)12 450 2497
Transfer secretaries
Computershare Investor Services (Pty) Limited
70 Marshall Street, Johannesburg, 2001
PO Box 61051, Marshalltown, 2107
Sponsor
PSG Capital (Pty) Limited
Auditors
PKF (Pta) Incorporated
Directorate
Executive
BC Esterhuyzen (Chief Executive Officer), SR Aberdein, D du Rand,
MD Rousseau, FJ Schindehutte (Financial), J Verster
Non-executive
NH Vlok (Non-executive Chairman), NA Gasa (Lead Independent), BS Khuzwayo,
B Marx, LG Msengana-Ndlela, SS Ntsaluba, G Pretorius, JD Wiese
Company secretary
DA Nieuwoudt
www.digicore.com
www.ctrack.co.za
Date: 20/09/2011 07:11:15 Produced by the JSE SENS Department.
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