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PBT
PBT
PBT - PBT Group Limited - Audited results for the period ended 31 August 2011
PBT Group Limited
Incorporated in the Republic of South Africa
Registration number: 1936/008278/06
SHARE CODE: PBT
ISIN: ZAE000149712
AUDITED RESULTS for the period ended 31 August 2011
Chairman`s Review
Acquisition of the Prescient Group of companies
On 29 September 2011 PBT Group Ltd ("PBT" or "the Group") entered into an
agreement, subject to certain suspensive conditions, with the shareholders of
Prescient holdings (Proprietary) Limited, Prescient Capital (Proprietary)
Limited (including Stadia Fund Management Limited) and 75% of Greenfields
Institute of Business (Proprietary) Limited ("Prescient") whereby PBT will
acquire all the issued capital of Prescient, which will result in the reverse
listing of Prescient on the JSE Limited ("JSE").
This transaction is still subject to certain suspensive conditions which at
the date hereof have not been finalised.(Refer to SENS announcement on
3 October 2011.)
Nature of the Prescient business
Prescient was launched in 1998 as an investment management firm with the
stockbroking business following in 1999. Prescient`s objective is to build a
global financial services group. All subsidiaries are managed by
entrepreneurial teams with equity ownership in Prescient. Prescient Investment
Management has been named the overall Investment Manager of the Year at the
Imbasa Yegolide Awards for 2011. At the end of August 2011 Prescient
Investment Management had R86.8 billion of assets under management, with
Prescient Administration Services administering an additional R6.2 billion.
Prospects
PBT is trading according to expectations and should achieve organic growth for
the next reporting period. The group is also exploring further acquisitions to
strengthen its offering to the market.
Group results
The group recorded a profit before taxation of R35.5 million (2010: R12.2
million). Taxation amounted to R10.8 million (2010: (R7.8 million)), resulting
in an after-tax profit of R24.7 million (2010: R20 million). Earnings per
share ("EPS") amounted to 11.46 cents (2010: 4.10 cents; restated: 78.67
cents) while headline earnings per share ("HEPS") amounted to 11.46 cents
(2010: 3.79 cents; restated: 72.77 cents).
Please note that the corresponding figures for the 14-month period to
31 August 2010 incorporated only six months of the PBT Group results
subsequent to the acquisition of PBT Group by Wooltru Limited.
Changes to the board
Martin Rennhackkamp relocated to Melbourne, Australia to strengthen the
group`s business intelligence offering in the Australian market. He resigned
as executive director of PBT as of 22 February 2011 and has assumed a position
as director of PBT Group (Australia) Proprietary Limited.
Jason James Kinnear and Michelle Baron-Williamson have been appointed as
executive directors of PBT as of 25 February 2011. Elizna Read has been
appointed as human resources director of PBT as of 18 April 2011.
Dividend
An interim dividend of 3 cents per ordinary share (total payment: R8 454 804)
was paid on 30 May 2011.
HC Steyn
Chairman
29 November 2011
Statements of Financial Position
as at 31 August 2011
Group
Figures in Rand 2011 2010
Assets
Non-current assets
Property, plant and equipment 1 875 479 2 072 768
Goodwill 7 564 932 7 564 932
Intangible assets 16 288 219 2 794 652
Investments in subsidiaries - -
Loans to group companies - -
Other financial assets 2 904 256 2 614 402
Deferred tax - 6 029 842
28 632 886 21 076 596
Current Assets
Inventories 24 838 963 17 195 984
Current tax receivable 1 739 110 1 439 699
Trade and other receivables 50 025 419 27 190 644
Cash and cash equivalents 3 103 970 14 599 180
79 707 462 60 425 507
Total Assets 108 340 348 81 502 103
Equity and Liabilities
Equity
Share capital 128 165 128 165
Reserves 27 831 450 27 816 320
Accumulated profit(loss) 41 191 336 26 719 929
69 150 951 54 664 414
Non-controlling interest 3 273 748 1 231 105
72 424 699 55 895 519
Liabilities
Non-current liabilities
Loans from group companies - -
Other financial liabilities 1 678 601 6 339 339
Deferred tax 1 990 655 -
Current liabilities 3 669 256 6 339 339
Trade and other payables 13 554 949 7 537 234
Provisions 4 506 215 2 386 468
Bank overdraft 14 185 229 9 343 543
32 246 393 19 267 245
Total liabilities 35 915 649 25 606 584
Total equity and liabilities 108 340 348 81 502 103
Net asset value per share (cents) 24.54 11.61
Statements of Comprehensive Income
for the year ended 31 August 2011
Group
2011 2010
Figures in Rand
Revenue 190 576 074 84 206 592
Cost of sales (121 872 505) (60 824 518)
Gross profit 68 703 569 23 382 074
Other income 1 755 470 5 104 160
Operating expenses (34 343 038) (17 791 024)
Operating Profit (loss) 36 116 001 10 695 210
Investment revenue 693 216 2 305 062
Fair value adjustments - -
Finance costs (1 360 172) (810 049)
Profit before taxation 35 449 045 12 190 223
Taxation (10 775 629) 7 826 729
Profit for the year 24 673 416 20 016 952
Other comprehensive income:
Exchange differences on translating
Foreign operations 180 749 -
Total comprehensive income 24 854 165 20 016 952
Profit attributable to:
Owners of the parent 22 676 211 19 286 532
Non-controlling interest 1 997 205 730 420
24 673 416 20 016 952
Total comprehensive income attributable to:
Owners of the parent 22 856 960 19 286 532
Non-controlling interest 1 997 205 730 420
24 854 165 20 016 952
Figures in Cents
Earnings per share
Basic earnings per share 11.46 78.67
Diluted earnings per share 11.46 78.67
Statements of Changes in equity
for the year ended 31 August 2011
Share Share Total share
capital premium capital
Figures in Rand
Group
Balance at 1 July 2009 9 876 409 464 680 552 474 556 961
Changes in equity
Total comprehensive
income (loss) for the year - - -
Business combination (9 780 709) (464 648 087) (474 428 796)
Dividends - - -
Total changes (9 780 709) (464 648 087) (474 428 796)
Balance at 1 September 2010 95 700 32 465 128 165
Changes in equity
Total comprehensive
income (loss) for the year - - -
Business combination - - -
Transfer of redemption reserve - - -
Dividends - - -
Total changes - - -
Balance at 31 August 2011 95 700 32 465 128 165
Foreign currency Other non-
translation distributable Accumulated
reserves reserve Total reserves profit (loss)
Figures in Rand
Group
Balance at 1 July 2009 - 250 000 250 000 (416 598 285)
Changes in equity
Total comprehensive
income (loss) for the year - - - 19 286 532
Business combination - 27 566 320 27 566 320 471 117 676
Dividends - - - (47 085 994)
Total changes - 27 566 320 27 566 320 443 318 214
Balance at 1 September 2010 - 27 816 320 27 816 320 26 719 929
Changes in equity
Total comprehensive
income (loss) for the
year 180 749 - 180 749 22 676 211
Business combination - 84 381 84 381 -
Transfer of redemption
reserve - (250 000) (250 000) 250 000
Dividends - - - (8 454 804)
Total changes 180 749 (165 619) 15 130 14 471 407
Balance at 31 August
2011 180 749 27 650 701 27 831 450 41 191 336
Total
attributable to
equity holders Non-
of the group/ controlling Total
company interest equity
Figures in Rand
Group
Balance at 1 July 2009 58 208 676 - 58 208 676
Changes in equity
Total comprehensive income
(loss) for the year 19 286 532 730 420 20 016 952
Business combination 24 255 200 500 685 24 755 885
Dividends (47 085 994) - (47 085 994)
Total changes (3 544 262) 1 231 105 (2 313 157)
Balance at 1 September 2010 54 664 414 1 231 105 55 895 519
Changes in equity
Total comprehensive income
(loss) for the year 22 856 960 1 997 205 24 854 165
Business combination 84 381 45 438 129 819
Transfer of redemption reserve - - -
Dividends (8 454 804) - (8 454 804)
Total changes 14 486 537 2 042 643 16 529 180
Balance at 31 August 2011 69 150 951 3 273 748 72 424 699
Statements of Cash Flows
for the year ended 31 August 2011
Group
Figures in Rand 2011 2010
Cash flows from operating activities
Cash receipts from customers 89 139 010 58 563 161
Cash paid to suppliers and employees (75 313 659) (80 921 835)
Cash generated from operations 13 825 351 (22 358 674)
Interest income 693 216 2 305 062
Dividends received - -
Finance costs (1360 172) (810 049)
Tax paid (3 054 543) (1 616 469)
Exchange differences on translating
foreign operations 180 748 -
Net cash from operating activities 10 284 600 (22 480 130)
Cash flows from investing activities
Additions of property, plant and
equipment - increase in operating capacity (849 890) (840 015)
Sale of property, plant and equipment 344 533 -
Additions of other intangible assets (1 5 688 572) (470 817)
Business combinations - acquisition of
subsidiaries 2 876 638 (5 964 931)
Proceeds from loans from group companies - -
(Purchase) of investment in subsidiaries - -
Sale (Purchase) of financial assets (188 663) 11 708 979
Net cash from investing activities (13 505 954) 4 433 216
Cash flows from financing activities
Proceeds on share issue - -
Reduction of equity on business combination - 22 856 828
Proceeds from other financial liabilities - 4 879 339
Repayment of other financial liabilities (4 660 738)
Dividends paid (8 454 804) (47 085 994)
Proceeds from loans from group companies - -
Net cash from financing activities (13 115 542) (19 349 827)
Total cash movement for the year (16 336 896) (37 396 741)
Cash at the beginning of the year 5 255 637 42 652 378
Total cash at the end of the year (11 081 259) 5 255 637
Notes to the Consolidated Financial Statements
for the year ended 31 August 2011
Accounting Policies
1. Basis of preparation
The consolidated financial statements of PBT Group Limited have been prepared
in accordance with International Financial Reporting Standards,the AC 500
standards, the JSE Listings Requirements and the Companies Act of South Africa
(Act 71 of 2008). The consolidated financial statements have been prepared on
the historical cost and accrual basis of accounting (except for cash flow
information), except for certain financial instruments carried at fair value
and inventory measured at the lower of cost or fair value less costs to
complete and sell, and incorporate the principal accounting policies set out
below. The functional and presentation currency of the company and the Group,
except for PBT Group (Australia) Proprietary Limited, is South African Rand.
PBT Group (Australia) Proprietary Limited`s functional currency is Australian
Dollar.
These accounting policies are consistent with those applied in the financial
results for the year ended 31 August 2010. The audited results for the period
ended 31 August 2011 have been prepared under the supervision of Bianca
Pieters CA (SA).
2. Share capital
Group
Figures in Rand 2011 2010
Authorised
450 000 000 ordinary shares of R0.001 each (2010:
700 000 000 ordinary shares of R0.05 each) 450 000 35 000 000
Nil "N" ordinary shares of R0.0005 each (2010: 1 300
000 000
"N" ordinary shares of R0.0005 each - 700 000
450 000 35 700 000
Issued
281 826 815 ordinary shares of R0.001 each (2010: 95 700 95 700
194 767 260 ordinary shares)
Nil "N" ordinary shares (2010: 276 092 675 class "N"
ordinary shares) - -
Share premium 32 465 32 465
128 165 128 165
In terms of the transaction whereby Wooltru Limited acquired PBT, the PBT
vendors have warranted pre-tax profits for the PBT Group of not less than R32
million for the year ending 28 February 2011 as part of the reverse take-over.
This pre-tax profit of R32 million was met and as a result 51 461 994 shares
were issued to the PBT vendors on 29 April 2011.
3. Revenue
Group
Figures in Rand 2011 2010
Rendering of services 190 576 074 84 206 592
4. Dividends paid
Dividends (8 454 804) (47 085 994)
A dividend of R8 454 804 (2010: R47 085 994) was declared and paid on 30 May
2011 (2010: 28 September 2009) by PBT Group Limited. The dividend was proposed
by the directors and authorised by the shareholders of the company.
PBT declared a final dividend of 3.33 cents per share equating to a total
dividend for the year under review of 6.33 cents.
Dividend Timetable
Last date to trade Thursday 29 December 2011
Shares commence trade ex dividend Friday 30 December 2011
Record date Friday 6 January 2012
Payment date Monday 9 January 2012
Share certificates may not be dematerialised or rematerialised between Friday,
30 December 2011 and Friday, 6 January 2012, both days inclusive.
5. Earnings per share
The calculation of earnings and headline earnings per share is based on
weighted average of 197.8 million (2010: 24.5 million) ordinary shares in
issue. Basic earnings per share and headline earnings per share is reconciled
as follows:
Figures in Rand 2011 2010
Restated
Basic and diluted earnings per share for the group
are reconciled as follows:
Profit (loss) attributable to equity holders 22 676 211 19 286 532
Basic and diluted weighted average number
of shares 197 795 721 24 516 833
Basic and diluted earnings per share (cents) 11.46 78.67
There were no diluted effects on the basic
earnings or the weighted average number of
shares at year-end.
Headline and diluted headline earnings per share
for the group are reconciled as follows:
Profit (loss) attributable to equity holders 22 676 211 19 286 532
IAS 27: Gain on the loss of control of the
subsidiary - (1 446 840)
Headline earnings per share 22 676 211 17 839 692
Basic and diluted weighted average number of
shares 197 795 721 24 516 833
Headline and diluted headline earnings per share
(cents) 11.46 72.77
Net asset value per share
Total assets less liabilities 69 150 951 54 664 414
Total number of shares 281 826 815 470 859 935
Net asset value per share (cents) 24.54 11.61
31 August 2010
Due to the accounting principles set out in IAS 33: Earnings per Share, the
bonus issue and share consolidation had to be applied to the 31 August 2010
earnings per share and headline earnings per share and resulted in the
following:
Previously reported 2010 Restated
Basic earnings per share 4.10 78.67
Headline earnings per share 3.79 72.77
Diluted earnings per share 4.10 78.67
Diluted headline earning sper share 3.79 72.77
Weighted average number of shares reconciliation:
Weighted average number of shares` opening balance
- Ordinary shares 194 767 260
- "N" shares 276 092 675
Bonus issue 19 476 726
490 336 661
Consolidation (1-for-20 basis)
Weighted average number of shares` closing balance 24 526 833
6. Events after the reporting period
Other than the transaction relating to Prescient as per the chairman`s report,
there were no material post-balance sheet events.
7. Report of the independent auditors
LDP Incorporated`s unmodified auditors` report included in the annual
consolidated financial statements is available for inspection at the company`s
registered office.
8. Going Concern
The consolidated financial statements have been prepared on the basis of
accounting policies applicable to going concern. This basis presumes that
funds will be available to finance future operations and that the realisation
of assets and settlement of liabilities, contingent obligations and
commitments will occur in the ordinary course of business.
9. Segment Report
The group is organised into two main segments based on the type of industries
they deliver services to.
The group`s reportable segments are as follows:
For management purposes, the group is organised into two distinct business
segments, based on the services that each provides. The group is a pure
services company and derives no income from the selling of third party
software or hardware. The pricing structure for the "Insurance and Medical Aid
Administration Software Services" segment is largely based on the number of
members administered.
Management monitors the operating results of the business segments
continuously to optimise the allocation of resources and to assess per-
formance and profitability. Finance costs, finance income and income taxes are
managed on a group basis.
Insurance and
Computer medical aid
software administration
consulting and software and
Note implementation services
Figures in Rand
Comprehensive income
Revenues from external customers 168 079 175 18 734 218
Intragroup revenues 3 762 681 -
Revenue total 171 841 856 18 734 218
Operating profit 34 765 768 4 869 158
Interest income 473 587 202 224
Interest expenses (1 014 746) (34 894)
Income taxes (10 475 391) (985 157)
Profit (loss) for the period 23 749 218 4 051 331
Financial position
Reportable segment assets 92 723 323 7 971 623
Assets total 92 723 323 7 971 623
Reportable segment liabilities (27 136 778) (2 001 238)
Liabilities total (27 136 778) (2 001 238)
Other information
Capital expenditure 2 15 413 916 1 124 546
Depreciation and amortisation 2 083 932 1 007 625
Movement in provision for leave
pay and bonuses 1 770 220 349 527
Eliminations
and
adjustments
Figures in Rand Other Consolidated
Comprehensive income
Revenues from external
customers 3 762 681 - 190 576 074
Intragroup revenues - (3 762 681) 1 -
Revenue total 3 762 681 (3 762 681) 190 576 074
Operating profit (3 518 925) - 36 116 001
Interest income 17 405 - 693 216
Interest expenses (310 532) - (1 360 172)
Income taxes 684 919 - (10 775 629)
Profit (loss) for the period (3 127 133) - 24 673 416
Financial position
Reportable segment assets 7 645 402 - 108 340 348
Assets total 7 645 402 - 108 340 348
Reportable segment liabilities (6 777 633) - (35 915 649)
Liabilities total (6 777 633) - (35 915 649)
Other information
Capital expenditure - - 165 238462
Depreciation and amortisation - - 3 091 557
Movement in provision for leave
pay and bonuses - - 2 119 747
Notes:
1. Intergroup consulting fees are charged at approximate market prices.
2. Capital expenditure consists of additions to property, plant and equipment,
and intangible assets.
Geographic information:
Revenue from external
customers
Rand
Africa and Middle East 65 748 899
Australia 18 136 296
Republic of South Africa 106 690 879
190 576 074
The revenue information above is based on the location of the customer.
Information about major customers
Revenue from five customers amounted to R71 654 501, arising from services by
the "Computer software consulting and implementation" segment.
10. Appreciation
We thank our management and staff for their tenacious efforts in completing
the financial results. Our appreciation also extends to our board for their
ongoing guidance as well as our customers and shareholders for their loyal
support.
On behalf of the board
PJ de Wet HC Steyn
CEO Chairman
30 November 2011
General Information
Country of incorporation and domicile
South Africa
Nature of business and principal activities
The group is engaged in investment holding and computer software consulting
and solution implementation and operates in South Africa, Australia and the
Africa/Middle East region.
Directors
HC Steyn (Independent non-executive chairman)
M Kaplan (Independent non-executive)
PJ de Wet (Chief executive officer)
AM Louw (Financial director)
KN Wood (Executive)
N Vallabh (Executive)
MR Baron-Williamson (Executive)
JJ Kinnear (Executive)
E Read (HR director)
Domicile and registered office
Unit 3, Knowledge Park 3
Cnr Century Boulevard and Heron Crescent
Century City
South Africa
7441
Postal address
Po Box 276
Century City
7446
Telephone number
021 551 0937
Fax number
021 551 0923
Principal bankers
Nedbank Limited
Auditors
LDP Inc.
Registered Auditors
Secretary
B Pieters
Company registration number
1936/008278/06
Share code
PBT
ISIN
ZAE000149712
Transfer secretaries
Link Market Services South Africa (Proprietary) Limited
13th Floor
Rennie house
19 Ameshoff Street
Braamfontein
Sponsor and Corporate Advisor
Bridge Capital Advisors (Proprietary) Limited
2nd Floor, 27 Fricker Road, Illovo Boulevard, Illovo 2196
Date: 30/11/2011 13:09:00 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.
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