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Tue 21 Feb 2012, 7:09 DGC - Digicore Holdings Limited - Group interim results for the six months ended
DGC
DGC                                                                             
DGC - Digicore Holdings Limited - Group interim results for the six months ended
31 December 2011                                                                
DIGICORE HOLDINGS LIMITED                                                       
Incorporated in the Republic of South Africa                                    
Registration number: 1998/012601/06                                             
JSE code: DGC                                                                   
ISIN: ZAE000016945                                                              
("DigiCore" or "the company" or "the group")                                    
GROUP INTERIM RESULTS                                                           
FOR THE SIX MONTHS ENDED 31 DECEMBER 2011                                       
R401 million                                                                    
REVENUE                                                                         
R71 million                                                                     
EBITDA                                                                          
41% UP                                                                          
SYSTEMS SHIPPED                                                                 
COMMENTARY                                                                      
The board is pleased to announce that in the six months to 31 December 2011,    
DigiCore delivered strong revenue growth of 24%, backed by even stronger system 
shipment growth of 41%.                                                         
The company continues to consolidate its leadership position in fleet management
by introducing complete mobile asset and resource management solutions. Ctrack  
market share is growing on the consumer side of the business, given our         
technological advantage and insurance partnerships. DigiCore`s international    
operations grew revenues by 51% for the six months, compared to the previous    
interim period.                                                                 
DigiCore has progressed well in converting to a service and subscription revenue
model, placing the company on a stronger and sustainable profit growth path. As 
noted in our 2011 full-year results, this means a short-term lag in matching    
revenue and profit growth - reflected in revenue (up 24%), EBITDA (up 12%) and  
profit after tax (up 5%). We anticipate the lagged effect will substantially    
turnaround from the next financial year.                                        
Research and development (R&D) spend has been increased year on year by 33% to  
drive our new product roll out and leadership in niche vertical markets, such as
mining, insurance, security, containerisation, public transport and fixed plant.
The manufacturing operations also turned around from a loss in the interim      
period to a R10 million operational earnings contribution in the six months.    
The senior management team has been restructured and strengthened under new CEO 
Barney Esterhuyzen. The return of exceptional individuals Bruce Richards and Re 
Voogt to the group further deepens our industry experience and skills level. The
UK and Ireland executive management teams have been completely restructured and 
galvanised under the leadership of the highly experienced John Wisdom (managing 
director) and Richard Brimelow (finance director).                              
Financial review                                                                
The six months ending 31 December 2011 was a period where the business base grew
strongly in number of shipped systems, building our future subscription and     
service revenue streams. Substantial investment was made in                     
maintaining our technology leadership.                                          
Revenue reflected attractive growth of 24% to R401 million compared to the prior
year of R322 million. On the back of 41% growth in systems shipped, the product 
development and manufacturing segment (Engineering) grew revenue by 13%. The    
foreign distribution segment lifted revenues by 51%, benefiting from the newly  
acquired Australian operations not consolidated previously.                     
In-line with the group`s strategy, annuity revenue rose by R41,7 million (26%)  
and now constitutes 50% of total revenue.                                       
Compared to fixed overheads in the group, it is comforting that annuity revenue 
almost covers this category expense.                                            
EBITDA increased favourably during the period by 12% to R70,7 million compared  
to the prior year.                                                              
Depreciation and amortisation charges for the current year have increased       
against the prior year largely due to the increase in the rental assets to be   
depreciated and the first time amortisation of the intangible assets in the UK. 
Excluding exceptional items, operating expenses of the group were managed on    
budget. The rise in operational expenses of 37% includes additional budgeted R&D
spend, further international expansion and a number of large extraordinary items
that fell into this period namely: first-time amortisation in the UK of R2,6    
million, once-off management restructuring in UK and Europe at R2,6 million and 
the launch of the insurance channel in South Africa at R4,4 million, which will 
not be repeated in future. After-tax earnings increased 5% to R26,4 million for 
the six months.                                                                 
Earnings per share and headline earnings per share are essentially flat at 10,1 
cents and 10,0 cents respectively, due to additional shares in issue.           
Net cash generated by operations increased 47% to R24 million.                  
Cash reserves were used during the period to build a strong rental book of      
future revenue streams. Working capital management was not optimal, given the   
new systems being implemented, and management is working to improve in this     
crucial area of operation.                                                      
Engineering review                                                              
The group`s engineering division comprises a manufacturing plant in Durban,     
development teams in SA, UK and Australia, a worldwide product support team and 
an internal information technology arm. In the first half of this financial     
year, we completed development of a new-generation 3G telematics device aimed at
Japanese and Australian markets. The roll out of our new mobile web application 
CtrackMobi2 took place in February 2012.                                        
The group supplied leading-edge insurance telematics solutions in the period.   
The devices (systems) are used to calculate a driver score which, in turn, is   
used to unlock certain benefits for the policyholder. Massive growth is expected
in this consumer insurance sector internationally on which DigiCore aims to     
capitalise.                                                                     
Operational highlights                                                          
South Africa                                                                    
The South African consumer business underperformed against budget for the first 
six months, reflecting the exceptional demands on resources of the Discovery    
insurance project. On the fleet management side, the launch of FleetConnect in  
SA was a resounding success and the business is well prepared to launch this    
exciting product to the international market in 2012.                           
The integrated fare-collection system project costs and launch delays impacted  
financial performance, but the successful launch of a pilot project in          
cooperation with Absa and the Peninsula Taxi Association is pleasing.           
Europe                                                                          
Our efforts to consolidate and build an integrated and cohesive pan-European    
business are developing well.                                                   
In terms of corporate governance and company structure, we have made much       
progress in restructuring the European companies under a single holding company,
Ctrack European Holdings Limited.                                               
The UK and Ireland were operationally profitable, but net profit was affected by
exceptional charges, as noted above. The European economic crisis has had a     
marginal negative effect to date and system sales were flat on last year.       
Sweden, Italy and Belgium have recorded strong increases in sales. Our core     
markets in the Netherlands and Germany reflect lower sales volumes compared to  
the previous year. In most countries, pricing pressure is still prevalent and   
customers are becoming more demanding in terms of technology.                   
We progressed our European insurance roll out over the period by leveraging off 
the invaluable experience gained in South Africa and technology first-mover     
advantage in driver behaviour-related insurance telematics.                     
Africa                                                                          
Our African operations beyond SA have recorded exceptional growth in the past   
six months. Ctrack Africa is currently present in 22 countries, with            
distributors located in 16 of these countries.                                  
The African business unit exceeded budget for the first six months of the       
financial year, rolling out some large projects with a few of the biggest mining
houses in the world (BHP Billiton and Rio Tinto).                               
As we expand our footprint in the mining sector in various countries, we will   
train and use local distributors for first-line support, helping them grow their
own businesses.                                                                 
Australia                                                                       
The Australian and New Zealand operations (VMS) were substantially ahead of     
budget for the six months. Major new Ctrack product launches and a rebranding   
drive are planned for February 2012.                                            
VMS continues to work with Transport Certification Australia on the electronic  
work diary (EWD) project and has also started on a new trial, partnering with   
Telstra and the federal government, on a new road tax project.                  
Sales opportunities in the region are growing. Discussions have started with    
notable insurance companies while targeting vertical marketing silos, as        
identified by global opportunities.                                             
Industry comments                                                               
DigiCore is positioning itself to lead the industry shift away from selling     
tracking services, towards a service-and-subscription revenue model supported by
an ongoing value-add solutions offering.                                        
A new division, strategic and special projects, has been formed as part of the  
group`s recent restructuring. This division is tasked to identify and define    
innovative applications and future telematic trends. Insurance telematics is    
just one example of this approach, with our success in this field reflected in  
DigiCore`s insurance telematics solutions being duplicated in other countries.  
Working on a number of other telematics initiatives outside the traditional     
vehicle and fleet management areas, this is a key part of DigiCore`s strategy to
be a leader in reshaping the telematics industry.                               
Outlook                                                                         
The European economic crisis remains a concern, but we are cautiously optimistic
that the group will show improved revenue and earnings growth for the full year 
to 30 June 2012.                                                                
For and on behalf of the board.                                                 
NH Vlok                                    BC Esterhuyzen                       
Chairman                                   Chief Executive Officer              
21 February 2012                                                                
ABRIDGED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION                          
at 31 December 2011                                                             
                                        31 Dec 11     31 Dec 10     30 Jun 11   
R`000                           Notes  (Unaudited)   (Unaudited)     (Audited)  
Assets                                                                          
Non-current assets                         447 953       360 321       417 021  
Property, plant and equipment       2      181 859       130 380       158 265  
Goodwill                                   156 512       174 874       156 234  
Intangible assets                   3       58 402        38 728        53 626  
Investments in associates                    6 813         2 494         4 525  
Other financial assets                      18 821         7 165        19 901  
Deferred tax                                25 546         6 680        24 470  
Current assets                             406 141       389 882       365 916  
Inventories                                116 629        98 437        93 859  
Other financial assets                       5 930             -             -  
Current tax receivable                       2 046         4 650         2 046  
Trade and other receivables                237 303       216 419       216 919  
Cash and cash equivalents                   44 233        70 376        53 092  
Total assets                               854 094       750 203       782 937  
Equity and liabilities                                                          
Equity attributable to equity                                                   
holders of parent                          624 997       492 871       613 982  
Share capital and premium                  166 215        82 585       166 215  
Foreign currency translation reserve      (18 253)      (30 725)      (14 194)  
Share-based payment reserve                  7 288         4 484         7 288  
Retained income                            469 747       436 527       454 673  
Non-controlling interest                    20 345        14 732        17 322  
Non-current liabilities                     39 048        35 826        35 130  
Other financial liabilities                 26 543        31 896        26 324  
Finance lease obligation             4      10 430         3 418         6 731  
Deferred tax                                 2 075           512         2 075  
Current liabilities                        169 704       206 774       116 503  
Other financial liabilities          5      16 936         6 299         6 560  
Current tax payable                         19 907        10 130        12 214  
Finance lease obligation             4       5 616         2 686         4 923  
Trade and other payables                    93 230        89 714        81 412  
Provisions                                  12 015         9 286        10 871  
Bank overdraft                              22 000        88 659           523  
Total equity and liabilities               854 094       750 203       782 937  
Net asset value per share (cents)            252,4         226,4         247,9  
Net tangible asset value per share (cents)   165,6         128,3         163,1  
ABRIDGED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME                        
for the six months ended 31 December 2011                                       
                          Six months                 Six months          Year   
ended                      ended         ended   
                           31 Dec 11     Growth       31 Dec 10     30 Jun 11   
R`000                     (Unaudited)          %     (Unaudited)     (Audited)  
Revenue                       400 504         24         322 442       712 248  
Earnings before interest,                                                       
impairments, taxation,                                                          
depreciation and amortisation                                                   
(EBITDA)                       70 722         12          63 157       130 715  
Depreciation and                                                                
amortisation                 (32 744)         43        (22 889)      (46 661)  
Impairment of intangible assets     -                          -         (139)  
Operating profit               37 978        (6)          40 268        83 915  
Investment revenue                142                         75            85  
Income/(Loss) from                                                              
equity-accounted investments      288                      (583)           436  
Finance costs                 (1 309)                    (3 667)       (6 283)  
Profit before taxation         37 099          3          36 093        78 153  
Taxation                     (10 719)        (2)        (10 943)      (23 733)  
Profit after tax               26 380          5          25 150        54 420  
Profit attributable to:                                                         
Equity holders of the                                                           
parent                         23 804          5          22 774        49 454  
Non-controlling interest        2 576                      2 376         4 966  
                              26 380                     25 150        54 420   
Other comprehensive                                                             
(loss)/income:                                                                  
Exchange differences on                                                         
translating foreign                                                             
operations                    (4 059)                    (8 981)         7 550  
Total comprehensive                                                             
income for the period          22 321         38          16 169        61 970  
Total comprehensive                                                             
income for the period                                                           
attributable to:                                                                
Equity holders of the parent   19 745         43          13 793        57 004  
Non-controlling interest        2 576                      2 376         4 966  
22 321                     16 169        61 970   
                                                                   Six months   
                                         Six months                     ended   
                                              ended     Growth      31 Dec 10   
Earnings per share (Note 6)                31 Dec 11          %      Restated*  
Earnings per share (cents)                      10,1        (6)           10,7  
Diluted earnings per share (cents)              10,1        (6)           10,7  
Headline earnings per share (cents)             10,0        (4)           10,5  
Diluted headline earnings per share (cents)     10,0        (4)           10,5  
Interim dividend per share (cents)               3,0                       3,0  
Final dividend per share (cents)                                                
Number of ordinary shares in issue (`000)    247 669                   217 669  
Weighted average number of ordinary                                             
shares in issue (`000)                       235 464                   210 018  
Prior period adjusted for effect                                                
of rights issue (`000)                                                   2 100  
Weighted number of shares in issue                                              
to be used in the calculation of basic                                          
and diluted earnings per share (`000)        235 464                   212 118  
Reconciliation of headline earnings:                                            
Basic and diluted earnings                    23 804                    22 774  
Adjusted for:                                                                   
Profit on sale of fixed assets                 (209)                     (770)  
Impairment of intangible assets                    -                         -  
23 595                    22 004   
Tax effect on adjustments                         58                       216  
Basic and diluted headline earnings           23 653                    22 220  
                                                     Six months                 
ended                 
                                                      31 Dec 10          Year   
                                                 (As previously         ended   
Earnings per share                                     reported)     30 Jun 11  
Earnings per share (cents)                                  10,8          22,4  
Diluted earnings per share (cents)                          10,8          22,4  
Headline earnings per share (cents)                         10,5          22,2  
Diluted headline earnings per share (cents)                 10,5          22,2  
Interim dividend per share (cents)                                         3,0  
Final dividend per share (cents)                                           3,0  
Number of ordinary shares in issue (`000)                              247 669  
Weighted average number of ordinary                                             
shares in issue (`000)                                                 220 756  
Prior period adjusted for effect of rights issue (`000)                         
Weighted number of shares in issue                                              
to be used in the calculation of basic                                          
and diluted earnings per share (`000)                                  220 756  
Reconciliation of headline earnings:                                            
Basic and diluted earnings                                              49 454  
Adjusted for:                                                                   
Profit on sale of fixed assets                                           (749)  
Impairment of intangible assets                                            139  
                                                                       48 844   
Tax effect on adjustments                                                  210  
Basic and diluted headline earnings                                     49 054  
*Earnings per share and diluted earnings per share have been restated for 2010  
financial period due to the rights issue of shares.                             
ABRIDGED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY                           
for the six months ended 31 December 2011                                       
                                     Six months      Six months          Year   
                                          ended           ended         ended   
                                      31 Dec 11       31 Dec 10     30 Jun 11   
R`000                                (Unaudited)     (Unaudited)     (Audited)  
Share capital and premium                                                       
Share capital and premium at the                                                
beginning of the period                  166 215          82 585        82 585  
Issue of shares                                -               -        83 630  
Share capital and premium at the end                                            
of the period                            166 215          82 585       166 215  
Reserves                                                                        
Foreign currency translation reserve                                            
Balance at the beginning of the period  (14 194)        (21 744)      (21 744)  
Translation differences for the period   (4 059)         (8 981)         7 550  
Balance at the end of the period        (18 253)        (30 725)      (14 194)  
Equity-settled share-based payment                                              
reserve                                                                         
Balance at the beginning of the period     7 288           4 484         4 484  
Share-based payment cost for the period        -               -         2 804  
Balance at the end of the period           7 288           4 484         7 288  
Reserves at the end of the period       (10 965)        (26 241)       (6 906)  
Retained income                                                                 
Retained income at the beginning of                                             
the period                               454 673         420 065       420 065  
Profit for the period                     23 804          22 774        49 454  
Dividends paid                           (8 730)         (6 312)      (14 846)  
Retained income at the end of the                                               
period                                   469 747         436 527       454 673  
Non-controlling interest                                                        
Balance at the beginning of the period    17 322          12 356        12 356  
Non-controlling interest on                                                     
acquisitions made during the period          447                                
Profit for the period                      2 576           2 376         4 966  
Balance at the end of the period          20 345          14 732        17 322  
ABRIDGED CONSOLIDATED STATEMENTS OF CASH FLOWS                                  
for the six months ended 31 December 2011                                       
                                     Six months      Six months          Year   
                                          ended           ended         ended   
                                      31 Dec 11       31 Dec 10     30 Jun 11   
R`000                                (Unaudited)     (Unaudited)     (Audited)  
Cash flows from operating activities      24 118          16 452        64 853  
Cash generated from operations            37 041          30 139       109 713  
Interest income                              142              75            85  
Dividends paid                           (8 730)         (6 312)      (14 846)  
Finance costs                            (1 309)         (3 667)       (6 283)  
Tax paid                                 (3 026)         (3 783)      (23 816)  
Cash flows from investing activities    (69 442)        (34 679)     (108 456)  
Cash flows from financing activities      14 988        (12 367)        83 854  
Total cash and cash equivalents                                                 
movement for the period                 (30 336)        (30 594)        40 251  
Cash and cash equivalents at the                                                
beginning of the period                   52 569          12 311        12 318  
Total cash and cash equivalents at                                              
the end of the period                     22 233        (18 283)        52 569  
SEGMENTAL ANALYSIS                                                              
for the six months ended 31 December 2011                                       
                                     Six months      Six months          Year   
                                          ended           ended         ended   
                                      31 Dec 11       31 Dec 10     30 Jun 11   
R`000                                (Unaudited)     (Unaudited)     (Audited)  
Revenue                                                                         
SA Distribution                          271 433         249 313       523 397  
External Revenue                         257 762         220 158       480 049  
Internal Segment Revenue                  13 671          29 155        43 348  
Foreign Distribution                     128 140          84 615       198 040  
External Revenue                         122 881          84 615       198 040  
Internal Segment Revenue                   5 259               -             -  
Product Development and Manufacturing    108 275          95 481       206 157  
External Revenue                          15 477           9 548        26 770  
Internal Segment Revenue                  92 798          85 933       179 387  
Group Services                             6 862          10 581        20 109  
External Revenue                           4 384           8 121         7 389  
Internal Segment Revenue                   2 478           2 460        12 720  
                                        514 710         439 990       947 703   
Inter Segmental Revenue                (114 206)       (117 548)     (235 455)  
400 504         322 442       712 248   
Operating profit/(loss)                                                         
SA Distribution                           26 125          33 520        58 812  
Foreign Distribution (Note 7)            (1 218)           3 204         3 008  
Product Development and Manufacturing     10 948         (3 119)        14 661  
Group Services                             2 123           6 663         7 434  
                                         37 978          40 268        83 915   
Investment revenue                           142              75            85  
Income/(Loss) from equity-accounted                                             
investments                                  288           (583)           436  
Finance costs                            (1 309)         (3 667)       (6 283)  
Profit before taxation                    37 099          36 093        78 153  
Segment assets                                                                  
SA Distribution                          305 479         271 590       287 701  
Foreign Distribution                     171 201         109 817       135 771  
Product Development and Manufacturing    168 194         161 027       161 814  
Group Services                           266 377         239 132       246 808  
                                        911 251         781 566       832 094   
Eliminations                            (57 157)        (31 363)      (49 157)  
Total assets                             854 094         750 203       782 937  
Segment liabilities                                                             
SA Distribution                         (60 348)        (77 448)      (50 845)  
Foreign Distribution                   (113 181)        (74 429)      (33 994)  
Product Development and Manufacturing   (19 061)        (40 733)      (25 864)  
Group Services                          (73 319)        (81 353)      (90 087)  
                                      (265 909)       (273 963)     (200 790)   
Eliminations                              57 157          31 363        49 157  
Total liabilities                      (208 752)       (242 600)     (151 633)  
NOTES TO THE ABRIDGED GROUP INTERIM FINANCIAL STATEMENTS                        
1. Basis of preparation and presentation of interim financial statements        
The abridged group interim financial statements have been prepared in accordance
and comply with International Financial Reporting Standards and are presented in
terms of disclosure requirements set out in IAS 34: Interim Financial Reporting,
as well the AC 500 standards as issued by the Accounting Practices Board or its 
successor, the JSE Limited ("JSE") Listings Requirements, and the requirements  
of 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 2011, which are supported by reasonable and prudent  
judgements and estimates.                                                       
The board has approved the group interim financial statements which have been   
abridged for purposes of this report. The interim financial statements were     
compiled under the supervision of Mr FJ Schindehutte CA(SA), the Group Chief    
Financial Officer and Mr V Venkatkumar CA(SA), the Group Financial Manager.     
The group interim financial statements have not been audited or reviewed by the 
group`s auditors, PKF (Gauteng) Incorporated.                                   
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                                                
Property, plant and equipment has increased over the six-month period due to    
significant investment into the motor vehicle fleet of R7,4 million and into    
rental assets of R36,4 million. The group`s overseas operations also increased  
their asset base by R6,1 million over the same period.                          
3. Intangible assets                                                            
During the six-month period a further R5,9 million worth of development costs   
were capitalised to the statement of financial position for development of      
vehicle tracking solutions to be sold in the future. Of this amount R2,5 million
relates to the integrated fare collection project.                              
4. Finance lease obligations                                                    
Finance lease obligations have increased by R4,4 million over the six-month     
period due to the expansion of the group`s motor vehicle fleet.                 
5. Other financial liabilities                                                  
Other financial liabilities include the unsecured overdraft facilities granted  
to the group by Grindrod Bank which bears interest at prime plus 1%, the bond   
over group`s head office property in the Route 21 Corporate Park, and the Euro- 
denominated loan with Barclays Bank.                                            
6. 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 interim period has         
increased from the amount previously reported by 2,1 million shares due to the  
rights offer.                                                                   
This has had a reducing effect on the reported earnings per share for the prior 
interim period from 10,8 cents per share to 10,7 cents per share. Headline      
earnings per share has stayed constant for the prior interim period at 10,5     
cents per share.                                                                
7. 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.           
Included in the operating profit of the product development and manufacturing   
segment is R2,5 million relating to C-Track Africa. C-Track Africa is a division
of this segment and focuses on the distribution of fleet management and vehicle 
tracking solutions to the African consumer market, excluding South Africa.      
8. Business combinations                                                        
Vehicle Management Systems (Proprietary) Limited                                
On 1 July 2011 the group purchased a further 41,9% interest in Vehicle          
Management Systems (Proprietary) Limited ("VMS") taking the group`s shareholding
in VMS to 67% which resulted in the group obtaining control over VMS. The fair  
value purchase consideration of R1 487 055 was paid in cash. The group          
previously owned 25,1% of the issued share capital of VMS and the results of VMS
were accounted for using the equity method up until 30 June 2011. VMS is        
principally involved in the distribution of fleet management and vehicle        
tracking solutions to the Australian and New Zealand consumer market. As a      
result of the acquisition, the group is expecting to increase their market share
in that area. It is also expecting to reduce costs through economies of scale.  
Goodwill of R736 020 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                           
                                                           (figures in R`000)   
Property, plant and equipment                                              799  
Deferred tax                                                               691  
Inventories                                                              1 987  
Trade and other receivables                                              7 427  
Cash and cash equivalents                                                2 050  
Trade and other payables                                               (6 214)  
Other financial liabilities                                            (5 179)  
Current tax payable                                                      (121)  
Total identifiable net assets on 1 July 2011                             1 440  
Fair value of non-controlling interest on 1 July 2011                    (447)  
Goodwill                                                                   736  
                                                                        1 729   
Acquisition date fair value of consideration paid                               
Cash                                                                   (1 487)  
Fair value of investment in VMS at 30 June 2011                          (242)  
Revenue and profit or loss of VMS                                               
Revenue of R30 million and profits of R3,1 million of VMS have been incorporated
into the group`s results for the six months ended 31 December 2011.             
The acquisition of VMS 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.                                          
9. Goodwill                                                                     
The goodwill amount per the statement of financial position is                  
reconciled as follows:                                      (figures in R`000)  
Balance at 30 June 2011                                                156 234  
Additions through business combinations                                    736  
Foreign exchange movements                                               (458)  
Balance at 31 December 2011                                            156 512  
10. Post period-end events                                                      
As announced on the SENS on 13 January 2012, the group has entered into a       
transaction to purchase the remaining 30% of the issued share capital of        
DigiCore Fleet Management SA (Proprietary) Limited. The fair value consideration
for the transaction is set at R13,2 million and is payable within 24 months from
25 July 2011. In terms of the transaction the 30% shareholding will vest in     
DigiCore only once the consideration is paid in full, therefore the effective   
date of this transaction is 25 July 2013.                                       
Other than those disclosed above, there have been no significant events         
subsequent to the reporting date and up to the date of this report that would   
require adjustment to the interim financial statements or further disclosure.   
CORPORATE GOVERNANCE                                                            
The board of directors aspires to conduct the group`s business with             
responsibility, accountability, fairness and transparency and strives to be a   
good corporate citizen.                                                         
The directors agree with the spirit and principles of corporate governance set  
out in the King Report on Governance in South Africa (2009) (King III). The     
board is committed to applying appropriate corporate governance policies and    
practices in each company in the group.                                         
The JSE mandates certain disclosure requirements on corporate governance and    
DigiCore complies in all material aspects to the regulations and codes of the   
exchange.                                                                       
SUSTAINABILITY                                                                  
Sustainability forms the cornerstone of our values and is part of our board`s   
mandate. The group understands that its business is part of the greater         
environment in which we live, so our actions are shaped by national and         
international trends in sustainable development. DigiCore is a long-term        
business and this determines our actions as the group strive to be a responsible
corporate citizen and respect the society and environment in which we operate.  
The focus of the group going forward is to balance financial growth with our    
focus on people, especially staff satisfaction, while ensuring we remain        
committed to equal opportunity employment and stakeholder satisfaction. It      
underpins our approach to attracting, retaining and developing our people. It   
guides our actions in the contribution we make to preserving our environment. It
drives our continued cost-effective growth.                                     
In support of the vision and strategy on sustainability, the group has adopted  
the Global Reporting Initiative Framework for which a report has been prepared  
in accordance with GRI G3.1 guidelines. With the release of the Integrated      
Annual Report 2011 in October 2011, DigiCore obtained external assurance and the
application level C+ report is available. Please refer to the website for       
further information on sustainability within the group.                         
CORPORATE PROFILE                                                               
DigiCore is a JSE-listed company that provides its global client base with      
advanced mobile asset-tracking and management solutions. The company owns       
proprietary technology that is ahead of the market thanks to 20 years of        
extensive investment in research and development.                               
With over 600 000 systems sold globally, DigiCore is a leader in telematic      
technology and delivers real efficiencies and cost savings to a host of blue-   
chip companies from all corners of the globe, as well as tens of thousands of   
satisfied private vehicle owners.                                               
The company`s operations extend to six continents and it has more than 1 200    
full-time employees, with another 1 000 partner staff involved with the Ctrack  
product. DigiCore specialises in the entire telematics value chain from         
research, design, development, manufacture, to sales and support of its         
proprietary technology - a genuine end-to-end solution provider.                
DigiCore`s core business is Telematics Technology:                              
- we supply superior mobile asset tracking and machine to machine communication 
solutions for managing fleets, equipment, containers, private vehicles and      
mobile field workers,                                                           
- we develop integrated software solutions for asset management, dispatching,   
scheduling and information management to fleet owners, the insurance industry,  
private vehicle owners and public transport operators.                          
- Contactless electronic fare collection systems for the public transport       
industry,                                                                       
and                                                                             
- We are a 51% shareholder in MotorOne, a supplier of "after sales" accessories 
to motor dealerships. Accessories include security and "infotainment" products  
as well as Ctrack.                                                              
CHANGES TO THE BOARD OF DIRECTORS                                               
The following changes to the board took place over the period:                  
- Mr Francois Schindehutte resigned as Group Chief Financial Officer with effect
from 10 February 2012; and                                                      
- Mr Andreas (Re) Voogt has been appointed as the Group Chief Financial Officer.
Shareholders are referred to the SENS announcement dated 27 January 2012.       
CASH DIVIDEND DECLARATION                                                       
In line with company policy, the board has declared an interim dividend of 3    
cents per share for the six months ended 31 December 2011 (2010: 3 cents per    
share). Payment will be made on Monday, 14 May 2012 to shareholders recorded in 
the register on Friday, 11 May 2012. The last day to trade to qualify for the   
dividend will be Friday, 4 May 2012 and the shares will be traded ex dividend   
from Monday, 7 May 2012.                                                        
Share certificates may not be dematerialised or rematerialised between Monday, 7
May 2012 and Friday, 11 May 2012.                                               
Registered office                                                               
DigiCore Building, Regency Office Park, 9 Regency Drive, Route                  
21 Corporate Park, Irene Ext 30, Centurion, South Africa                        
P.O. 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                                                              
P.O. Box 61051, Marshalltown, 2107                                              
Sponsor                                                                         
PSG Capital (Pty) Limited                                                       
Auditors                                                                        
PKF (Gauteng) Incorporated                                                      
Directorate                                                                     
Executive                                                                       
BC Esterhuyzen (Chief Executive Officer), SR Aberdein,                          
D du Rand, MD Rousseau, 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: 21/02/2012 07:09:13 Produced by the JSE SENS Department.                  
The SENS service is an information dissemination service administered by the    
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or            
implicitly, represent, warrant or in any way guarantee the truth, accuracy or   
completeness of the information published on SENS. The JSE, their officers,     
employees and agents accept no liability for (or in respect of) any direct,     
indirect, incidental or consequential loss or damage of any kind or nature,     
howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
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