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Thu 28 Jun 2012, 15:30 NCS - Nictus Limited - Abridged report relating to the audited financial
NCS
NCS                                                                             
NCS - Nictus Limited - Abridged report relating to the audited financial        
results for the year ended 31 March 2012 and details of the notice of Annual    
General Meeting                                                                 
NICTUS LIMITED                                                                  
(Incorporated in the Republic of South Africa)                                  
(Registration number 1981/001858/06)                                            
JSE Share code: NCS                                                             
NSX Share code: NCT                                                             
ISIN Code NA0009123481                                                          
("Nictus" or "the company")                                                     
ABRIDGED REPORT RELATING TO THE AUDITED FINANCIAL RESULTS FOR THE YEAR ENDED    
31 MARCH 2012 AND DETAILS OF THE NOTICE OF ANNUAL GENERAL MEETING               
ABRIDGED SUMMARISED GROUP STATEMENT OF COMPREHENSIVE INCOME FOR THE             
YEAR ENDED 31 MARCH 2012                                                        
                                              Audited     Audited               
2012        2011                  
                                              R`000       R`000                 
                                                                                
Revenue                                        568 823     494 109              
Cost of sales                                  (448 502)   (401 407)            
Gross profit                                   120 321     92 702               
Other income                                   11 056      10 793               
Administrative expenses                        (58 102)    (46 502)             
Operating expenses                             (88 902)    (66 979)             
Investment income from operations              34 380      27 828               
Results from operating activities              18 753      17 842               
Investment income                              7 737       6 722                
Finance expenses                               (4 406)     (5 090)              
Profit before taxation                         22 048      19 474               
Taxation                                       944         (3 991)              
Profit for the year                            23 028      15 483               
Other comprehensive income:                                                     
Net gains on property revaluation              44 932      -                    
Taxation related to components of other        (5 750)     -                    
comprehensive income                                                            
Other comprehensive income for the year net of 39 182      -                    
taxation                                                                        
Total comprehensive income                     62 210      15 483               
Profit attributable to:                                                         
Owners of the parent                           23 028      15 483               
Non-controlling interest                       -           -                    
Total comprehensive income attributable to:                                     
Owners of the parent                           62 210      15 483               
Non-controlling interest                       -           -                    
Profit for the year                            23 028      15 483               
Basic earnings per share (cents)               43.09       28.97                
Diluted earnings per share (cents)             43.09       28.97                

ABRIDGED SUMMARISED GROUP STATEMENT OF FINANCIAL POSITION AS AT 31              
MARCH 2012                                                                      
                                              Audited     Audited               
2012        2011                  
                                              R`000       R`000                 
Assets                                                                          
Non-current assets                                                              
Investment property                            -           17 840               
Property, plant and equipment                  138 474     89 378               
Goodwill                                       -           1 647                
Intangible assets                              380         544                  
Investments                                    29 629      38 296               
Loans and receivables                          300 614     252 184              
Deferred tax asset                             7 924       13 391               
                                                                                
Current assets                                                                  
Inventories                                    79 548      64 088               
Trade and other receivables                    235 527     178 164              
Cash and cash equivalents                      303 324     280 522              
Current tax receivable                         84          4                    
Total assets                                   1 095 504   936 058              
                                                                                
Equity                                                                          
Share capital                                  26 722      26 722               
Reserve                                        63 114      47 514               
Retained earnings                              78 731      37 198               
                                                                                
Non-current liabilities                                                         
Interest bearing loans and borrowings          4 819       11 748               
Deferred tax liability                         11 570      14 131               
                                                                                
Current liabilities                                                             
Bank overdraft                                 5 490       7 189                
Interest bearing loans and borrowings          54 646      42 835               
Insurance contract liabilities                 788 052     690 216              
Trade and other payables                       58 842      58 189               
Provisions                                     3 062       -                    
Current tax liabilities                        456         316                  
Total equity and liabilities                   1 095 504   936 058              

ABRIDGED SUMMARISED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH             
2012                                                                            
                                              Audited      Audited              
2012         2011                 
                                              R`000        R`000                
CASH FLOWS FROM OPERATING ACTIVITIES                                            
Profit before taxation                         22 084       19 474              
Adjustment for:                                                                 
Investment income from operations              (16 530)     (10 516)            
Dividend income                                (17 850)     (17 312)            
Investment income                              (7 737)      (6 722)             
Finance costs                                  4 406        5 090               
Depreciation of property, plant and equipment  2 325        1 949               
Amortisation of computer software              262          354                 
Loss on disposal of property, plant and        -                                
equipment                                                  81                   
Fair value adjustment on property, plant and   -                                
equipment                                                  (138)                
Revaluation of investment property             (7 025)      (1 623)             
Profit on transfer of property, plant and      -                                
equipment                                                  -                    
Movement in provisions                         3 062        -                   
Profit on disposal of subsidiary               (3 802)      -                   
Impairment loss on goodwill                    1 647        -                   
Working capital changes:                                                        
                                                                                
Increase in inventories                           (15 460)                      
(18 201)               
Decrease /(Increase) in trade and other        (57 363)     (49 965)            
receivables                                                                     
Increase in insurance contract liabilities     97 836       116 068             
Increase in trade and other payables           864          9 171               
Cash generated by operations                   6 719        47 710              
Investment income from operations received     16 530       10 516              
Finance expenses                               (4 406)      (5 090)             
Dividends received                             17 850       17 312              
Taxation paid                                  1 785        (86)                
Net cash flow from operating activities        38 478       70 362              
                                                                                
CASH FLOWS FROM INVESTING ACTIVITIES                                            
Acquisition of property, plant and equipment   (13 259)     (18 767)            
Proceeds from disposal of property, plant and  4 401        606                 
equipment                                                                       
Acquisition of investment property             -            -                   
Acquisition of intangible assets               (98)         (463)               
Borrowings repaid on disposal of subsidiary    5 000        -                   
Cash inflow on disposal of subsidiaries        22 200       -                   
Investment income received                     7 737        6 722               
Proceeds from disposal of investments          8 667        -                   
Acquisition of investments                     -            (7 260)             
Loans and receivables advanced                 (48 430)     (10 147)            
Net cash flow from investing activities        (13 782)     (29 309)            
                                                                                
CASH FLOWS FROM FINANCING ACTIVITIES                                            
Decrease in interest bearing loans and         4 882                            
borrowings                                                 (2 495)              
Movement in treasury shares                    -            133                 
Dividends paid                                 (5 077)      (3 340)             
Net cash flow utilised by financing activities (195)        (5 702)             

Net movement in cash and cash equivalents      24 501       35 351              
Cash and cash equivalents at beginning of year 273 333      237 982             
Cash and cash equivalents at end of year       297 834      273 333             
ABRIDGED SUMMARISED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH  
2012                                                                            
                                                                                
Audited            Share   Revalu-   Con-     Retaine   Total                   
capita  ation     tingenc  d         equity                   
                  l       reserve   y        earning                            
                                    reserve  s                                  
                  R`000   R`000     R`000    R`000     R`000                    

Balance at 1       26 589  30 431    21 282   20 856    99 158                  
April 2010                                                                      
                                                                                
Total                                                                           
comprehensive                                                                   
income for the                                                                  
year                                                                            
Profit for the                                15 483    15 483                  
year                                                                            
Total                                                                           
comprehensive                                                                   
income                                        15 483    15 483                  
                                                                                
Transactions with                                                               
owners of the                                                                   
Group recognised                                                                
directly in                                                                     
equity                                                                          
Contributions by                                                                
and distributions                                                               
to the owners of                                                                
the Group                                                                       
Transfer from      133                                  133                     
treasury shares                                                                 
Dividends to                                  (3 340)   (3 340)                 
equity holders                                                                  
Total                                                                           
contributions by                                                                
and distributions                                                               
to the owners of                                                                
the Group          133                        (3 340)   (3 207)                 

Transfers to                                                                    
retained earnings                                                               
Transfer to                          (4 199)  4 199                             
contingency                                                                     
reserve                                                                         
                                                                                
Balance at 1       26 722  30 431    17 083   37 198    111 434                 
April 2011                                                                      
Total                                                                           
comprehensive                                                                   
income for the                                                                  
year                                                                            
Profit for the                                23 028    23 028                  
year                                                                            
Total                                         23 028    23 028                  
comprehensive                                                                   
income                                                                          
Other                                                                           
comprehensive                                                                   
income                                                                          
Revaluation of             44 932                       44 932                  
land and                                                                        
buildings                                                                       
Deferred tax on            (5 750)                      (5 750)                 
the revaluation                                                                 
of land and                                                                     
buildings                                                                       
Total                      39 182             23 028    62 210                  
comprehensive                                                                   
income for the                                                                  
year                                                                            

                                                                                
                                                                                
Transactions with                                                               
owners of the                                                                   
Group recognised                                                                
directly in                                                                     
equity                                                                          
Contributions by                                                                
and distributions                                                               
to the owners of                                                                
the Group                                                                       
Dividend to                                   (5 077)   (5 077)                 
equity holders                                                                  
Total                                                                           
contributions by                                                                
and distributions                                                               
to the owners of                                                                
the Group                                     (5 077)   (5 077)                 
                                                                                
Transfers to                                                                    
retained earnings                                                               
Transfer to                          (7 887)  7 887                             
contingency                                                                     
reserve                                                                         
Revaluation of                                (19                               
land and                                      320)                              
buildings sold             (19 320)                                             
during the year                                                                 
Deferred tax on            3 265              3 265                             
the revaluation                                                                 
of lands and                                                                    
building`s sold                                                                 
Total transfers            (15 695)  (7 887)  23 582                            
to retained                                                                     
earnings                                                                        
Balance at 31      26 722  53 918    9 196    78 731                            
March 2012                                              168 576                 
ABRIDGED SUMMARISED SEGMENTAL ANALYSIS FOR THE YEAR ENDED 31 MARCH 2012         
Business segment             Motor     Furniture     Insurance &  Head          
retail    retail        Finance      Office         
                            2011      2011          2011         2011           
Segment revenue                                                                 
                                                                                
Sales of goods               357 623   72 684        -            -             
Rental income                56        793           1 063        -             
Finance income                969      6 626         28 837       -             
Management fees              -         -             -            4 357         
Insurance premium income     -         -             30 399       -             
Total revenue from           358 648   80 103        60 299       4 357         
external customers                                                              
Inter-segment revenue        2 834     1 639         905          -             

Total segment revenue        361 482   81 742        61 204       4 357         
                                                                                
Segment result                                                                  

Operating profit before      6 342     8 215         19 533       18 811        
financing costs                                                                 
Financing costs              (2 489)   (4 415)       (485)        (8 270)       
Profit before taxation       3 853     3 800         19 048       10 541        
Taxation                     (1 361)   (2 020)       (2 854)      -             
                                                                                
Net profit/(loss) for the    2 492     1 780         16 194       10 541        
year                                                                            
                                                                                
Segment assets               161 575   111 225       819 544      110 511       
                                                                                
Segment liabilities          122 876   66 505        750 396      65 004        
                                                                                
Cash flows from operating    (30 579)  (11 360)      177 993      21 016        
activities                                                                      

Cash flows from investing    30 971    22 881        (201 597)    (9 807)       
activities                                                                      
                                                                                
Cash flows from financing    5 234     (4 900)       46 839       (12 840)      
activities                                                                      
                                                                                
Capital expenditure          (1 727)   (1 083)       (1 219)      (41)          
Business segment             Eliminations    Consolidated                       
                            2011            2011                                
Segment revenue                                                                 
                                                                                
Sales of goods               969             431 276                            
Rental income                -               1 912                              
Finance income               (5 910)         30 522                             
Management fees              (4 357)         -                                  
Insurance premium income     -               30 399                             
Total revenue from           (9 298)         494 109                            
external customers                                                              
Inter-segment revenue        (5 378)         -                                  

Total segment revenue        (14 676)        494 109                            
                                                                                
Segment result                                                                  

Operating profit before      (28 337)        24 564                             
financing costs                                                                 
Financing costs              10 569          (5 090)                            
Profit before taxation       (17 768)        19 474                             
Taxation                     2 244           (3 991)                            
                                                                                
Net profit/(loss) for the    (15 524)        15 483                             
year                                                                            
                                                                                
Segment assets               (266 797)       936 058                            
                                                                                
Segment liabilities          (180 157)       824 624                            
                                                                                
Cash flows from operating    (86 708)        70 362                             
activities                                                                      

Cash flows from investing    128 243         (29 309)                           
activities                                                                      
                                                                                
Cash flows from financing    (40 035)        (5 702)                            
activities                                                                      
                                                                                
Capital expenditure          (15 160)        (19 230)                           
Business segment             Motor    Furniture    Insurance  Head Office       
                            retail   retail       & Finance                     
                            2012     2012         2012       2012               
Segment revenue                                                                 

Sales of goods               410 671  88 936       -          -                 
Rental income                10       242          608        -                 
Finance income               239      8 682        34 556     -                 
Management fees              -        -            -          5 034             
Insurance premium income     -        -            32 929     -                 
Total revenue from           410 920  97 860       68 093     5 034             
external customers                                                              
Inter-segment revenue        3 897    3 227        1 794      -                 
                                                                                
Total segment revenue        414 817  100 187      69 887     5 034             
                                                                                
Segment result                                                                  
                                                                                
Operating profit before      7 912    7 988        23 034     58 063            
financing costs                                                                 
Financing costs              (4 702)  (5 436)      313        (6 296)           
Profit before taxation       3 210    2 552        23 347     51 767            
Taxation                     (549)    (1 532)      (717)      1 900             
                                                                                
Net profit/(loss) for the    2 661    1 020        22 630     53 667            
year                                                                            
                                                                                
Segment assets               245 546  186 636      869 749    162 044           

Segment liabilities          186 067  141 043      837 834    63 811            
                                                                                
Cash flows from operating    (19      (15 552)     159 773    49 165            
activities                   862)                                               
                                                                                
Cash flows from investing    22 957   19 435       (176 684)  (35 742)          
activities                                                                      

Cash flows from financing    (6 517)  (2 876)      44 184     (11 646)          
activities                                                                      
                                                                                
Capital expenditure          (1 246)  (1 045)      (813)      (43)              
Business segment             Eliminations   Consolidated                        
                            2012           2012                                 
Segment revenue                                                                 

Sales of goods               650            500 259                             
Rental income                -              860                                 
Finance income               (8 702)        34 775                              
Management fees              (5 034)        -                                   
Insurance premium income     -              32 929                              
Total revenue from           (13 086)       568 823                             
external customers                                                              
Inter-segment revenue        (8 018)        -                                   
                                                                                
Total segment revenue        (21 104)       568 823                             
                                                                                
Segment result                                                                  
                                                                                
Operating profit before      (70 507)       26 490                              
financing costs                                                                 
Financing costs              11 715         (4 406)                             
Profit before taxation       (58 792)       22 084                              
Taxation                     1 842          944                                 
                                                                                
Net profit/(loss) for the    (56 950)       23 028                              
year                                                                            
                                                                                
Segment assets               (368 470)      1 095 504                           

Segment liabilities          (301 818)      926 937                             
                                                                                
Cash flows from operating    (135 046)      38 478                              
activities                                                                      
                                                                                
Cash flows from investing    156 252        (13 782)                            
activities                                                                      

Cash flows from financing    (23 340)       (195)                               
activities                                                                      
                                                                                
Capital expenditure          (10 210)       (13 357)                            
ACCOUNTING POLICIES                                                             
Basis of preparation                                                            
The abridged summarised consolidated annual financial statements have been      
prepared in accordance with the recognition and measurement requirements of     
International Financial Reporting Standards (IFRS), the AC 500 standards        
issued by the Accounting Policies Board and in compliance with IAS34: Interim   
Financial Reporting and the manner as required by the Companies Act of South    
Africa, 2008 and the Listing Requirements of the JSE Limited. The accounting    
policies are consistent with those applied in the consolidated financial        
statements for the year ended 31 March 2012, other than the new standards and   
interpretations adopted, being IFRIC19 (AC 452) Extinguishing Financial         
Liabilities with Equity Instruments, and IFRIC 14 (AC447) - IFRS 19 (AC116)     
The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their    
Interaction. The impact of these adopted standards and interpretations are not  
material on the Group.                                                          
RELATED PARTIES                                                                 
The company has related party relationships with its subsidiaries, fellow       
subsidiaries, associates and with its directors and executive officers.         
RECONCILIATION BETWEEN EARNINGS AND HEADLINE EARNINGS:                          
2012        2011            
Profit for the year                                  22 084      19 474         
Loss on disposal of property, plant and equipment    -           81             
net of insurance proceeds                                                       
Taxation                                             944         (3 991)        
Headline earnings                                    17 650      15 564         
Headline earnings per share (cents)                  33.02       29.12          
                                                    2012       2011             
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL           R`000      R`000           
                                                                                
Short-term employee benefits                         13 175     10 800          
                                                                                
TRANSACTIONS WITH RELATED PARTIES                                               
PREMIUMS RECEIVED                                    2 744      2 245           
                                                                                
RESPONSIBILITY FOR CONSOLIDATED ANNUAL FINANCIAL STATEMENTS                     
Accounting policies have been applied consistently with those of prior year.    
The annual consolidated financial statements for the year ended 31 March 2012   
have been audited by KPMG Inc., and their unqualified audit opinion is          
available for inspection at the registered office of the company.               
SUBSEQUENT EVENTS                                                               
Nictus would like to draw the attention of Shareholders to the cautionary       
announcement released on 12 June 2012 where the board of directors advised      
that they have resolved to investigate a proposal in terms of which all the     
shares that Nictus holds in Nictus Holdings Limited ("Nictus Nambia") be        
distributed to Shareholders in the entitlement ratio of 1:1, in terms of        
section 46 and section 112 read together with section 115 of the South African  
Companies Act, 2008, as amended ("SA Act") and in accordance with the relevant  
Namibian and South African taxation requirements("Unbundling").                 
CHAIRMAN`S REPORT                                                               
OVERVIEW                                                                        
Overview                                                                        
Nictus had the most successful year to date and it is with great thankfulness   
that we report the results for the financial year 2011 / 2012.                  
The achievement of increasing profits before tax by approximately 14%on         
previous year and increasing assets to more than R 1 billion, is the result of  
careful management in the South African and Namibian business environments,     
over a long period of time.                                                     
The increase in turnover and profits is the result of expansion in the motor    
and furniture industries, as well as continuing good performance in financial   
services.                                                                       
The company operates with integrity and with careful execution of a long run    
vision, to continue to build value for all stakeholders in the company.         
In addition to its regular functions, the Board has occupied itself with its    
capacity and is taking steps to ensure the verity of its decisions and          
directions in the coming years.                                                 
Divergent legislative regimes and differing conditions in business              
environments stretch the management of the businesses` capacity. In both        
Namibia and South Africa, the amount of legislation and prescriptions           
pertaining to business are growing. Diverging legislation between the           
countries further complicates matters and requires a lot of Board               
deliberation.                                                                   
Several material steps have been taken, or are being implemented, to ensure     
that the Board will be able to maintain clarity and give direction with         
confidence under these circumstances.                                           
Subsidiaries of the company have been empowered to elect their own boards and   
take responsibility for management and performance, within agreed strategic     
plans and performance guidelines, subject to approval and oversight of the      
Nictus Board. This is enhanced by the drive towards establishing a progressive  
board approach and the implementation and refinement of a system of integrated  
reporting.                                                                      
Implementation of SAM (Solvency Assessment and Management model) in the South   
African insurance industry will have an impact on Corporate Guarantee South     
Africa, which will differ from the Namibian subsidiary.                         
Divergent tax regimes and regulatory environments also have an impact on        
management and administration resources. The prospect of a Free Trade Area in   
the SADC remains elusive and will require careful consideration by the Board.   
A blueprint for an appropriate company structure, which will decrease costs     
and time required to fulfill regulatory requirements, is in development.        
The dedication and exceptional performance of the Group Chief Executive,        
executive directors, management and staff are summarized by the following:      
* Revenue increased by 15% to R 569 million;                                    
* Profit before taxation for the year increased by 13% to R 22.1 million;       
* Return on equity of 13.7% was achieved;                                       
* The Group`s asset base increased by 17%;                                      
* The cash position of the Group improved by 9% to R 298 million;               
* The equity of the Group grew by 51% to R169 million; and                      
* The net asset value per share increased by 51% to 315.41 cents.               
The Future View                                                                 
The company is diversified within three market segments and continues to        
strive for excellence and sustainability in every aspect of the business.       
Emphasis on prudent long-term strategies will remain the focus in a market      
environment which continues to deliver opportunities for growth.                
However risks will have to be mitigated, while focusing on an appropriate       
return on equity. This requires dynamic leadership and personnel who will       
conduct business with integrity.                                                
Building a capable and dynamic workforce is a cornerstone for future growth,    
which will require training and investment in human capital.                    
The coming year will be challenging as economic uncertainty and turmoil in      
European markets will affect Southern African markets. However, the Group       
continues to generate cash, which requires careful investment and which can be  
channelled into expansion.                                                      
Directorate                                                                     
We announced on SENS that the Board will be strengthened on 1st April 2012      
with the appointment of a further executive director. We welcome Philippus      
Tromp, who is the current managing director of Corporate Guarantee, Namibia.    
Corporate Governance                                                            
This report complies with the Johannesburg Securities Exchange and Namibian     
Stock Exchange requirements and reflects the various International Financial    
Reporting Standards. The Board remains committed to all aspects of Corporate    
Governance, and to managing the Group in a transparent and accountable manner.  
Appreciation                                                                    
The journey during the past years was exciting, and rich in challenges and      
successes. Our success would not have been achieved without the perseverance,   
vision and dedication of my fellow Board members and management team.           
What we achieved during this year and in the past was only through the Grace    
of God Almighty.                                                                
BJ Willemse                                                                     
Chairman: Nictus Group                                                          
GROUP CHIEF EXECUTIVE`S REPORT                                                  
OVERVIEW                                                                        
The Eurozone is still in turmoil, and a clear recovery strategy has yet to      
emerge and materialise. Africa, South Africa and Namibia will be affected.      
In South Africa the authorities succeeded in creating a stable environment,     
characterised by a stable interest rate and well-managed inflation. This        
environment enabled the Nictus Group to post moderate growth results.           
The Namibian economy performed well, mainly due to the stable political         
environment and major developments in the mining sector, especially uranium.    
Unemployment is still a concern, however Government and the private sector are  
working together in implementing the TIPEEG (Targeted Intervention Program for  
Employment and Economic Growth) to address unemployment in the medium term and  
make inroads into the infrastructural requirements of the long-term plan for    
Namibia`s economy.                                                              
Both economies are contracting after a five year period of strong growth. This  
resulted in moderate growth in the Group results. However, as a result of this  
growth, the Group attained a watershed mark when its asset base exceeded the    
R1 billion mark.                                                                
Internally, the Group continues to improve its efficiency through ongoing       
consolidation.                                                                  
The Group has performed exceptionally well in all areas during the preceding    
years, taking into account the difficult economic circumstances.                
Segmental Performance                                                           
The Group strategy is closely linked to the vision of the Group. Strategically  
it is important to grow the segments so that each segment contributes equally   
to profitability. Where a segment is represented in both South Africa and       
Namibia, the target is for both operations to contribute equally to             
profitability in the segment.                                                   
I am satisfied with the performance of all the segments under the               
circumstances during the year under review.                                     
Organisational Profile                                                          
The extent of our operations is set out on the geographical spread.             
Furniture Retail Segment                                                        
The segment operates in South Africa and Namibia with four outlets in each      
country.                                                                        
Revenue in the furniture segment increased satisfactorily by 23%. Operating     
profit decreased by 3% due to the higher cost of establishing a head office in  
South Africa.                                                                   
We envisage sustainable growth in revenue and operating profit for the coming   
year in this segment.                                                           
Motor Retail Segment                                                            
The vehicle segment operates in Namibia only, and distributes General Motors    
brands Chevrolet, Opel and Isuzu. Nictus is negotiating with General Motors     
South Africa ("GMSA") to optimize distribution of products in Namibia.          
Revenue in the motor segment increased by 15%, mainly due to the operations of  
the newly acquired dealerships. Operating profit increased by 25%, due to       
higher throughput during the year, as well as additional profits from the       
acquired dealerships.                                                           
I expect a more moderate performance in this segment during the coming          
financial year.                                                                 
Insurance and Finance Segment                                                   
The insurance and finance segment operates in South Africa and Namibia. The     
Group`s insurance product is unique as it provides innovative risk management   
solutions as an alternative to conventional insurance. The segment focuses on   
building sound relationships with clients. Products and services are developed  
and structured to meet clients` specific needs.                                 
The optimisation process in the insurance segment developed as expected, which  
created a good foundation for growth. Lower interest rates impacted             
negatively, but the segment showed an increase of 14% in premium income and     
18% in operating profit nonetheless.                                            
As the customer base in South Africa and Namibia is expanding, more staff were  
appointed. The South African subsidiary is still building momentum. Training    
of staff is a priority in order to maintain sustainability.                     
We expect to maintain moderate growth in this segment during the coming year.   
Growth Strategy                                                                 
Strategically the Group`s objectives remain unchanged, and we will strive to    
increase sales and profits from segments. The Group is driving customer         
acquisition and retention, and will maintain the quality of all debtors`        
books. Product sourcing will be expanded as we aim to optimise diversity of     
our product offering as a competitive advantage. Gains in growth will however   
be matched to our ability to develop capacity.                                  
Human Capital                                                                   
Focus on human resource management is paying off. Management monitors the       
development of human capital in the Group on an ongoing basis. Competition for  
skilled and experienced people is fierce in the market place, but the Group     
was able to source the services of further highly skilled people within its     
various segments. The Group has a policy of preserving its human capital and    
growth of human resources must be matched by prudence in allocation for         
remuneration.                                                                   
Corporate Governance                                                            
Nictus Limited is committed to the highest standard of corporate governance.    
In our opinion, good corporate governance cannot be dictated only by set rules  
and regulation. Information, provided to management, that is relevant,          
transparent, timely and accurate will serve in the best interest of the Group.  
This will ultimately benefit all relevant stakeholders.                         
Good corporate governance is entrusted to the management in charge of each      
segment.                                                                        
Outlook                                                                         
Trading conditions are expected to remain moderate, while external factors      
such as oil prices and food inflation affect our target markets. However, we    
have an experienced and focused management team that is committed to            
maintaining sustainability of our whole Group.                                  
Brand loyalty plays an important role in tough times, and the Group places      
emphasis on maintaining the strength of its portfolio of well established       
brands and loyal customer base in addition to deploying brand recognition as a  
tool for growth.                                                                
Appreciation                                                                    
I would like to express my gratitude for the dedication and contribution of     
our Board, our management and staff, in achieving the excellent results. I      
would like to thank our suppliers and manufacturers, our business partners,     
the investment and financial community and the media for their support.         
We are committed to serving our customers and thank them for the loyalty they   
continue to show towards our brands.                                            
NC Tromp                                                                        
Group Chief Executive: Nictus Group                                             
DECLARATION OF ORDINARY DIVIDEND                                                
The board has declared a final dividend of 14.25 cents per share to ordinary    
shareholders of the Company for the year ended 31 March 2012.                   
The salient dates of this dividend are:                                         
Last day to trade "cum" the dividend        Friday, 13 July 2012                
Shares commence trading "ex" the dividend                                       
from the commencement of business on        Monday, 16 July 2012                
Record date                                 Friday, 20 July 2012                
Payment date                                Monday, 23 July 2012                
Share certificates may not be dematerialised or rematerialised between Monday   
16 July 2012 and Friday 20 July 2012 both days inclusive.                       
Shareholders are furthermore advised that a 15% non-resident shareholder`s tax  
("NRST") on the declared dividend amounting to 2.1375 cents per share will be   
applicable to all shareholders with addresses outside of Namibia resulting in   
a net dividend of 12.1125 cents per share. The NRST will be credited against    
the Dividends Tax payable in terms of the South African Income Tax Act No. 58   
of 1962 and, therefore, no Dividends Tax will be payable by Shareholders        
resident in South Africa and no Dividends Tax has been withheld in this regard  
by the Company.                                                                 
In compliance with the Listings Requirements, the following further             
information is required in with regards to the dividend declaration:            
The number of shares in issue as at 28 June 2012 is 53 443 500 shares.          
The SA income tax reference number for Nictus Limited is 9400084712.            
By order of the board                                                           
ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING                              
As the annual report for the year ended 31 March 2012 ("the annual report")     
was posted to shareholders within 3 months of Nictus`s year end, this           
announcement is not required to appear in the press and will not be sent to     
shareholders.                                                                   
The annual report contains a notice convening the annual general meeting of     
Nictus shareholders for the year ended 31 March 2012 ("the AGM"). The AGM will  
be held in the boardroom at the Nictus Building, corner of Pretoria and Dover   
Street, Randburg, Gauteng on Friday 31st of August 2012 at 10h00.               
The board of directors of the Company has determined that the record date in    
terms of section 59(1) of the Companies Act, 2008 ("the Companies Act") for     
the purpose of determining which shareholders of the Company are entitled to    
receive notice of the annual general meeting is 22 June 2012 and the record     
date for purposes of determining which shareholders of the Company are          
entitled to participate in and vote at the annual general meeting is Friday,24  
August 2012. Accordingly, only shareholders who are registered in the register  
of members of the Company on Friday,24 August 2012 will be entitled to          
participate in and vote at the meeting.                                         
The Notice of Annual General Meeting and Annual Financial Statements are to be  
posted to shareholders on 29 June 2012.                                         
Accordingly, the last day to trade in order to be eligible to participate and   
vote will be Friday, 17 August 2012.                                            
B J Willemse                                                                    
Chairman                                                                        
28 June 2012                                                                    
Sponsor on the JSE: KPMG Services Proprietary Limited                           
Sponsor on the NSX: Simonis Storm Securities (Member of the NSX)                
Date: 28/06/2012 15:30:01 Produced by the JSE SENS Department.                  
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