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Relyant Retail Limited
Registration number 1937/010108/06
Share code: RLY ISIN number: ZAE000016457
UNAUDITED INTERIM ANNOUNCEMENT
for the six months ended 31 December 2002
AND CAUTIONARY ANNOUNCEMENT
Turnover declined by 5,8% to R1,23 billion
Cash sales rise to 46% of total sales, from 41% a year ago
EBITDA from continuing operations increased by 14,6% to R145 million
Fully diluted HEPS for the period down from 35c to 10c
Cash generated from operations of R31 million
Gearing down to 51%, from 105% a year ago
GROUP INCOME STATEMENT Six months Six months Year
ended ended ended
31 December 31 December 30 June
2002 2001 2002
unaudited unaudited audited
Notes R000"s R000"s R000"s
Turnover 3 1 237 387 1 354 717 2 480 589
Continuing 1 233 763 1 309 156 2 389 732
Discontinued 5 3 624 45 561 90 857
Cost of sales 673 961 707 239 1 278 146
Trading profit before
depreciation and
amortisation ("EBITDA") 147 846 143 319 171 770
Continuing 144 656 126 192 141 969
Discontinued 3 190 17 127 29 801
Depreciation of fixtures,
equipment and vehicles (12 555) (14 829) (28 166)
Amortisation of intangibles (3 558) (8 226) (15 741)
Trading profit 131 733 120 264 127 863
Continuing 128 543 103 081 98 187
Discontinued 3 190 17 183 29 676
Net financing costs 12 39 624 72 638 170 557
Interest received (17 323) (25)
Financing costs on
bank borrowings 56 947 68 902 160 026
Additional financing costs
prescribed by AC125 3 736 10 556
Profit before
exceptional items 92 109 47 626 (42 694)
Exceptional gain 4 29 224 (5 500) (613 160)
Profit before taxation 121 333 42 126 (655 854)
Taxation 33 132 20 831 (22 421)
Profit after taxation 88 201 21 295 (633 433)
Share of joint venture loss 5 5 500
Earnings attributable to
ordinary shareholders 82 701 21 295 (633 433)
Ordinary shares in
issue (000"s)
- closing 6 959 278 68 076 68 076
- weighted average 6 811 853 68 076 68 076
Fully diluted weighted
average number of
ordinary shares (000"s) 7 822 264 95 969 95 969
Earnings per share
- basic (cents) 10 31 (930)
Headline earnings per share
- basic (cents) 10 38 (786)
Headline earnings per share
- fully diluted (cents) 10 35 (533)
Reconciliation of attributable
earnings to headline
and fully diluted earnings R000"s R000"s R000"s
Attributable earnings, as above 82 701 21 295 (633 433)
Adjustments:
Amortisation of goodwill
during the period 984 3 917 7 122
Impairment of goodwill
and trademarks 86 727
Early settlement costs of
debt portion of compulsorily
convertible debentures 2 737
Profit on sale of
non-current assets (478) 486 2 238
Taxation on adjustments 143 (146) (671)
Headline earnings 83 350 25 552 (535 280)
Adjustments to determine fully
diluted headline earnings:
Preference dividends charged
to net financing costs 3 736 10 556
STC on preference dividends 2 031 8 202
Interest on compulsorily
convertible debentures - taxed 2 296 4 592
Headline earnings - fully diluted 83 350 33 615 (511 930)
R000"s
Headline earnings - fully diluted
(as previously reported) (507 835)
Restated in terms of SAICA, Circular 7/2002
- Headline Earnings:
Impairment of investment in e-commerce hub (4 095)
Headline earnings - fully diluted (as reflected above) (511 930)
GROUP BALANCE SHEET 31 December 31 December 30 June
2002 2001 2002
unaudited unaudited audited
Notes R000"s R000"s R000"s
ASSETS
Non-current assets
Goodwill 13 504 58 230 2 954
Trademarks 36 747 78 287 39 321
Fixtures, equipment
and vehicles 115 018 118 263 114 506
Insurance companies"
investments 8 65 612 45 848 53 666
Investment in microloan
joint venture 10 269 17 578
Deferred taxation 282 258 258 239 308 777
523 408 558 867 536 802
Current assets
Accounts receivable 9 1 433 467 1 946 057 1 281 461
Other debit balances 65 194 58 926 127 967
Taxation 6 449 3 344 12 202
Inventories 404 884 364 664 315 367
Debtor for share
issue proceeds 774 551
Cash on hand 213 280 220
1 910 207 2 373 271 2 511 768
Total assets 2 433 615 2 932 138 3 048 570
EQUITY AND LIABILITIES
Ordinary share capital
and premium 1 673 569 391 245 391 245
Ordinary share capital
and premium to be issued 1 269 551
Non-distributable reserves 21 388 91 958 27 651
Accumulated loss (508 066) 127 636 (573 802)
Ordinary shareholders" equity 1 186 891 610 839 1 114 645
Compulsorily convertible
preference shares 384 536
Compulsorily convertible
debentures 43 597
Total shareholders" equity 1 186 891 1 038 972 1 114 645
Long term liability portion
of preference shares 42 841
Current liabilities
Interest bearing bank
borrowings 601 551 1 135 442 1 291 259
Amount due to vendor 13 669
Accounts payable and accruals 541 232 646 763 510 303
Provisions 73 937 68 120 99 328
Preference shareholder
for dividends 16 335 33 035
1 246 724 1 850 325 1 933 925
Total equity and liabilities 2 433 615 2 932 138 3 048 570
Gearing (%) 10 51 105 47
Tangible net asset
value per share, fully
diluted (cents) 11 117 985 111
GROUP CASH FLOW STATEMENT Six months Six months Year
ended ended ended
31 December 31 December 30 June
2002 2001 2002
unaudited unaudited audited
Note R000"s R000"s R000"s
Cash receipts
from customers 1 484 708 1 503 772 3 007 307
Continuing 1 483 724 1 458 909 2 922 232
Discontinued 984 44 863 85 075
Cash generated from trading 147 368 143 805 174 008
Net increase in
working capital (116 207) (26 542) (42 443)
Cash generated
from operations 31 161 117 263 131 565
Net financing costs paid 12 (62 253) (104 678) (199 633)
Taxation paid (9 601) (6 538) (13 403)
Cash utilised by
operating activities (40 693) 6 047 (81 471)
Closure and other
exceptional costs paid (29 791) (30 399) (51 851)
Preference dividends paid (16 700)
Net cash utilised (87 184) (24 352) (133 322)
Acquisition of business (87 301) (87 301)
Net capital expenditure (10 946) (13 140) (24 783)
Portion of proceeds on
sale of microloan business 13 829 35 000
Insurance companies"
investments (11 634) 723 (6 537)
Cash outflows from
investment activities (8 751) (99 718) (83 621)
Decrease in interest
bearing bank borrowings (689 708) 136 495 292 312
Decrease in liability
portion of preference shares (12 514) (25 872)
Settlement of debt portion
of compulsorily
convertible debentures (46 334)
Ordinary shareholder funding 785 636 (3 312)
Cash inflows from
financing activities 95 928 123 981 216 794
Net decrease in cash and
cash equivalents (7) (89) (149)
Cash and cash equivalents
at the beginning of the period 220 369 369
Cash and cash equivalents at
the end of the period 213 280 220
GROUP STATEMENT OF CHANGES IN ORDINARY SHAREHOLDERS" EQUITY
Ordinary Distribut-
Share share Non- able
capital capital and distribut- reserves/
and premium to able (Accumu-
premium be issued reserves lated loss) Total
R000"s R000"s R000"s R000"s R000"s
Balance at
30 June 2001,
as previously
reported 391 245 66 609 122 819 580 673
Prior year
adjustment
(refer note 2)
- Restatement
of foreign
operations to
foreign entities 3 964 (3 964) -
Balance at
30 June 2001,
restated 391 245 70 573 118 855 580 673
Liability
portion of
preference
dividends
transferred
from retained
surplus 12 514 (12 514) -
Gain on
translation of
foreign entities 8 871 8 871
Attributable
earnings for
the period 21 295 21 295
Balance at
31 December 2001,
restated 391 245 91 958 127 636 610 839
Ordinary share
capital and
premium to
be issued 1 269 551 (115 464) 1 154 087
Liability portion
of preference
dividends
transferred from
retained surplus 42 841 (42 841) -
Insurance statutory
contingency reserve
movement 187 (187) -
Realisation of
investment
revaluation reserve 267 267
Botswana capital
adequacy reserve
movement 2 428 (2 428) -
Gain on translation
of foreign entities 5 434 5 434
Prior year
adjustment: (adoption
of AC133)
- Fair value of
derivative instruments (1 254) (1 254)
Attributable loss
for the period (654 728) (654 728)
Balance at
30 June 2002,
restated 391 245 1 269 551 27 651 (573 802) 1 114 645
Net present
value discount
on rights
issue
proceeds 16 965 (16 965) -
Share issue
expenses (4 192) (4 192)
Ordinary
share capital
and premium
issued 1 269 551 (1 269 551) -
Loss on
translation
of foreign
entities (6 263) (6 263)
Attributable
earnings for
the period 82 701 82 701
Balance at
31 December
2002 1 673 569 - 21 388 (508 066) 1 186 891
GROUP SEGMENTAL ANALYSIS Six months Six months Year
ended ended ended
31 December 31 December 30 June
2002 2001 2002
unaudited unaudited audited
R000"s R000"s R000"s
Turnover
Value retailing 421 270 425 047 815 768
Credit chains 776 751 847 018 1 497 759
Microlending finance charges
earned (discontinued) 3 624 45 561 90 857
Repair services 35 742 37 091 76 205
Total 1 237 387 1 354 717 2 480 589
EBITDA
Value retailing 12 985 12 938 17 136
Credit chains 117 437 108 708 122 341
Microlending (discontinued) 3 190 17 127 29 801
Insurance and repair services 21 720 19 184 24 671
Corporate (7 486) (14 638) (22 179)
Total 147 846 143 319 171 770
Gross capital expenditure
Value retailing 6 124 7 126 13 914
Credit chains 11 158 8 525 13 491
Microlending (discontinued) 129 257
Insurance and repair services 1 031 1 259 2 352
Total 18 313 17 039 30 014
Depreciation and amortisation
Value retailing 5 815 7 446 14 620
Credit chains 8 113 9 981 18 719
Microlending (discontinued) 56 125
Insurance and repair services 1 585 1 655 3 321
Corporate 600 3 917 7 122
Total 16 113 23 055 43 907
31 December 31 December 30 June
2002 2001 2002
unaudited unaudited audited
R000"s R000"s R000"s
Total assets
Value retailing 362 129 439 933 533 044
Credit chains 1 835 461 2 067 952 2 215 236
Microlending (discontinued) (478) 107 511 8 614
Insurance and repair services 236 503 316 742 291 676
Total 2 433 615 2 932 138 3 048 570
Interest bearing bank borrowings
Value retailing 65 010 81 766 101 827
Credit chains 506 197 846 807 1 049 775
Microlending (discontinued) 30 344 93 156 25 944
Corporate - acquisition funding 113 713 113 713
Total 601 551 1 135 442 1 291 259
Interest free liabilities
Value retailing 179 106 201 238 219 259
Credit chains 421 145 500 760 350 786
Microlending (discontinued) 2 099 949 1 259
Insurance and repair services 12 819 11 936 38 327
Amount due to vendor 13 669
Corporate - preference
shareholder for dividends 16 335 33 035
Total 645 173 714 883 642 666
NOTES
Note 1 - Accounting policies and basis of accounting
The principal accounting policies and basis of accounting used, are in all
material respects consistently applied, except for the adoption of AC133,
"Financial Instruments: Recognition and Measurement" and accounting for the
Group"s Botswana subsidiaries as foreign entities as opposed to foreign
operations as noted in note 2. These policies conform with South African
Statements of Generally Accepted Accounting Practice ("GAAP").
Consistent with prior periods, for administrative purposes, trading month-ends
close on the seventh of each subsequent month.
Note 2 - Changes in accounting policy, accounting basis and prior year
adjustment
AC133
During the period, the Group changed its accounting basis relating to financial
instruments in accordance with AC133, "Financial Instruments: Recognition and
Measurement". The Group now reflects its provision for doubtful debts as the
difference between the nominal value of accounts receivable and the present
value of the expected future cash flows discounted at the effective rate
implicit to each contract. Previously, a provision was raised for total gross
arrears. This change had the effect of increasing the current period"s profit
before tax by R29,2 million. This adjustment has been treated as a change in
estimate, as required by paragraph 172-10 of the implementation guidance as
issued by the IAS 39 Implementation Guidance Committee. This amount has been
reflected as an exceptional gain. Refer note 4.
Furthermore, the Group now reflects the fair value of derivative instruments,
which include foreign exchange contracts and interest rate swaps, on the balance
sheet with all movements being recognised through the income statement.
However, in view of the uncertainties in the insurance industry regarding the
treatment, in terms of AC133, of insurance contracts that contain both an
insurance risk element and a financial risk element, the Group has not applied
AC133 to its insurance companies at the interim stage.
Reclassification of foreign entities
The Group has reassessed its previous classification of its Botswana
subsidiaries as foreign operations. As the Botswana subsidiaries operate as
independent entities with the majority of their transactions conducted in the
local currency, Pula, the directors consider that classifying these subsidiaries
as foreign entities more appropriately reflects the substance of the underlying
transactions in these entities. Prior period results have been restated
accordingly. This change had no effect on total shareholders" equity, but
increased the current period"s profit before tax by R6,3 million. With respect
to the six months ended 31 December 2001, profit before tax was reduced by R8,9
million and in respect of the prior year ended 30 June 2002, profit before tax
was reduced by R14,3 million.
The effects of these changes are shown in the Statement of Changes in Ordinary
Shareholders" Equity.
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2002 2001 2002
unaudited unaudited audited
R000"s R000"s R000"s
Note 3 - Turnover
Comprises:
Cash sales 486 067 440 315 866 110
Credit sales 564 318 645 075 1 091 772
Total sales 1 050 385 1 085 390 1 957 882
Finance charges earned
- continuing 183 378 223 766 431 850
Finance charges earned
- discontinued 3 624 45 561 90 857
1 237 387 1 354 717 2 480 589
Note 4 - Exceptional gain
Comprises:
Adoption of AC133 -
reduction in opening provision
for doubtful debts 29 224
Set-up and settlement costs
of regional distribution
centre contract (5 500) (6 704)
Loss on sale of microloan business (18 715)
Impairment of investment
in e-commerce hub (4 095)
Restructure provision (583 646)
29 224 (5 500) (613 160)
The adoption of AC133 during the period under review resulted in a reassessment
of the Group"s opening provision for doubtful debts, which reduced the Group"s
opening provision for doubtful debts by R29,2 million.
Note 5 - Share of joint venture loss and discontinued operation
With effect from 6 July 2002, the bulk of the microloan business of the Group
was disposed of to a joint venture FNB Relyant Loans (Proprietary) Limited ("FNB
Relyant Loans"). The Group has a 30% shareholding in FNB Relyant Loans. As a
result of the disposal, the results of the microloan business retained have been
reflected as a discontinued operation for the current and prior years.
Furthermore, during the current period a strategic review of FNB Relyant Loans
revealed that due to stricter credit granting the business volumes of FNB
Relyant Loans were not sufficient to sustain the business and as a result a
decision was made to discontinue FNB Relyant Loans with effect from December
2002.
The R5,5 million, which includes estimated closure costs represents the Group"s
30% share of FNB Relyant Loans" after tax loss for the six months ended 31
December 2002.
31 December 31 December 30 June
2002 2001 2002
unaudited unaudited audited
000"s 000"s 000"s
Note 6 - Ordinary shares in issue
Total ordinary shares in
issue - closing 966 367 75 165 75 165
Treasury shares held by the
Relyant Share Option Trust (7 089) (7 089) (7 089)
Ordinary shares in issue - closing 959 278 68 076 68 076
Total ordinary shares in issue
- weighted average 818 942 75 165 75 165
Treasury shares held by
the Relyant Share Option Trust (7 089) (7 089) (7 089)
Ordinary shares in issue
- weighted average 811 853 68 076 68 076
Note 7 - Fully diluted shares
- weighted average
Total fully diluted shares
- weighted average 830 382 104 087 104 087
Treasury shares held by
the Relyant Share Option Trust (7 089) (7 089) (7 089)
Rights to acquire Relyant
shares held by the Relyant
Executive Share Purchase Trust (1 029) (1 029) (1 029)
Fully diluted shares
- weighted average 822 264 95 969 95 969
Note 8 - Insurance companies" investments
R000"s R000"s R000"s
Comprises:
Listed shares 24 350 9 903 7 340
Money market instruments 41 262 35 945 46 326
65 612 45 848 53 666
Note 9 - Accounts receivable
Gross instalment debtors 2 061 321 2 277 447 1 847 436
Provision for unearned income (289 197) (278 260) (231 900)
Provision for doubtful debts (335 881) (168 816) (330 421)
Net instalment debtors 1 436 243 1 830 371 1 285 115
Net microloan debtors 111 320
Net trade debtors (2 776) 4 366 (3 654)
1 433 467 1 946 057 1 281 461
The Group has ceded its accounts receivable book to its principal bankers as
security for the facilities granted.
31 December 31 December 30 June
2002 2001 2002
unaudited unaudited audited
R000"s R000"s R000"s
Note 10 - Gearing
Total shareholders" equity
per balance sheet 1 186 891 1 038 972 1 114 645
Add: Long term liability,
per AC125 42 841
Adjusted total
shareholders" equity 1 186 891 1 081 813 1 114 645
Interest bearing bank borrowings 601 551 1 135 442 1 291 259
Less: Proceeds of new share
issues net of costs (769 551)
Borrowings - including net
share issue proceeds
to be received 601 551 1 135 442 521 708
Gearing - including net share
issue proceeds to be received 51% 105% 47%
Gearing - before recapitalisation 116%
This calculation of gearing does not take into account the cash on deposit held
by the Group"s insurance companies, amounting to R41,3 million at 31 December
2002.
Note 11 - Tangible net asset value per share
This is calculated by dividing total shareholders" equity, less intangible
assets, by the closing number of ordinary shares, on a fully diluted basis:
Total shareholders" equity
per balance sheet 1 186 891 1 038 972 1 114 645
Add: Long term liability, per AC125 42 841
Less: Goodwill (13 504) (58 230) (2 954)
Less: Trademarks (36 747) (78 287) (39 321)
Adjusted total
shareholders" equity 1 136 640 945 296 1 072 370
Closing number of ordinary
shares, fully diluted (000"s) 969 689 95 969 969 689
Tangible net asset value per
share, fully diluted (cents) 117 985 111
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2002 2001 2002
unaudited unaudited audited
R000"s R000"s R000"s
Note 12 - Net financing costs paid
Net financing costs per
income statement 39 624 72 638 170 557
Movement in accrued interest 5 664 32 040 29 076
Net present value discount on
rights issue proceeds 16 965
Net financing costs paid 62 253 104 678 199 633
Note 13 - Capital expenditure
Incurred 18 313 17 039 30 014
31 December 31 December 30 June
2002 2001 2002
unaudited unaudited audited
R000"s R000"s R000"s
Committed 3 753 3 342 782
Authorised but not contracted 11 425 29 704 39 151
Note 14 - Commitments
Operating lease commitments 562 732 578 739 519 664
Note 15 - Related party transactions
Related parties exist within the Group. However, all purchasing and selling
transactions are concluded at arm"s length. The Group"s insurance subsidiaries
conduct certain insurance and re-insurance business with a director of the
insurance subsidiaries, all at arm"s length.
During the period, the Group acquired the assets and liabilities of Grahams
World of Furniture (Proprietary) Limited (two stores), of which a minority
shareholder is now employed by the Group as a senior executive. This transaction
was concluded at arm"s length.
COMMENTS
Trading
Trading conditions in the retail durables market and, more particularly the
credit markets, were extremely difficult and specifically deteriorated during
November and December 2002. Interest rate increases and in particular the high
level of inflation, especially relating to food prices, had a negative effect on
the disposable income of consumers. Also, the strengthening of the Rand has
resulted in many consumers delaying their purchases of durables in anticipation
of potential price decreases.
The decline in sales was also influenced by management"s determined efforts to
ensure that the quality of credit granting was maintained and, in certain brands
made more stringent, resulting in credit sales during the period shrinking by
12,5%. On the other hand total cash sales increased by 10,4% over the prior year
period.
The very low level of sales from the Group"s Botswana operations as a result of
the prolonged Government and municipal strikes in Botswana also had a material
negative effect on the Group"s sales performance.
Management"s stated objective of ensuring better margin business had a negative
influence on sales volumes, but resulted in an increase in the gross profit
percentage to sales of 35,8% for the period, compared with last period"s
achievement of 34,8%.
Although Usury rates increased, finance charges from continuing operations were
severely impacted by the decline in credit sales and the high level of cash
sales. The Group achieved better "hit-rates" on its miscellaneous income, being
insurance sales and delivery charges. Overheads were strictly controlled and,
excluding credit control costs which declined by 47%, reduced by 3% in relation
to the comparable period last year.
Earnings
Although turnover from continuing operations decreased by 5,8%, EBITDA from
continuing operations increased by 14,6% especially due to the successful effort
to reduce overheads in all areas of the Group. The trading profit margin from
continuing operations improved by 31,6% from 7,9% for the prior year period to
10,4% for the current year period.
The significant decrease of R33 million in net financing costs, mainly as a
result of the recapitalisation at the end of the prior year, coupled with the
increase in trading profit resulted in an increase of 93,4% in the Group"s
profit before exceptional items to R92 million.
Exceptional item
The adoption of AC133 during the period under review, resulted in a reduction of
the Group"s opening provision for doubtful debts of R29,2 million, which has
been disclosed as an exceptional gain.
After exceptional items and the Group"s share of the joint venture loss, the
Group achieved attributable earnings of R83 million (December 2001: R21
million), which translates into headline earnings per share of 10 cents, on a
fully diluted basis.
Dividend
No dividend has been declared at this interim stage.
Credit management
Ongoing strict credit granting criteria, enhanced by sophisticated electronic in
store scorecards that have been in place for more than two years, coupled with
the implementation of the TRIAD Adaptive Control Software during the period,
which will lead to improved collections and reduced credit control costs,
ensured that the debtors" book remains well controlled.
Total arrears, which are measured on a gross basis and which traditionally peak
in December, have reduced to 16,3% compared with December 2001 (17,2%). Total
provisions against the gross instalment debtors book now represent 30,3% (31
December 2001: 19,6%; 30 June 2002: 30,4%).
Cash flow and financial position
The Group"s policy of paying suppliers according to terms was strictly applied
at 31 December 2002, which resulted in a reduction in trade creditors amounting
to R168 million compared to 31 December 2001. As a result, after taking this
factor into account, on a comparable basis, working capital requirements in fact
improved by R78 million over the prior year.
Cash generated from operations amounted to R31 million.
Interest bearing bank borrowings at 31 December 2002 amounted to R602 million
(31 December 2001: R1 135 million). Gearing has increased from 47% at 30 June
2002 to 51% at 31 December 2002 due to seasonal factors, but is expected to
decrease to below 50% by 30 June 2003.
Directorate
Chris Wells, Chief Executive Officer, has resigned from the Board with immediate
effect.
Chris led the Group through the merger of Amrel and Bears and most recently
through the successful recapitalisation process. Having completed this demanding
process, Chris has decided that he wishes to seek fresh challenges. The Board
would like to record its appreciation of Chris" contribution to the Group and to
wish him every success in
the future.
Cautionary announcement
The shareholders of Relyant are advised that the company has entered into
negotiations, which if successfully concluded, may have a material effect on the
price at which the Relyant shares trade on the JSE Securities Exchange South
Africa.
Accordingly, shareholders are advised to exercise caution when dealing in their
Relyant shares until a further announcement is made.
Prospects
The environment for retail durables is extremely difficult and has tightened
since Christmas. Whilst we are not forecasting short-term improvements in our
markets, the strength of our balance sheet will enable the Group to trade
competitively through this period.
The directors remain committed to further improve the operating performance of
the Group.
For and on behalf of the Board
PJB Pohlmann RBG Sinclair
Chairman Chief Financial Officer
27 March 2003
Non-executive Directors:
PJB Pohlmann(1) (Chairman), HM Khoza, MT Lategan, MC Leigh, JM Moore(2)
Executive Director:
RBG Sinclair
(1) German
(2) British
Registered office
Relyant House,
131 Van Beek Street,
Ellis Park, 2094
Telephone (011) 401-5000
Transfer secretaries
Computershare Investor Services Limited,
9th floor, 70 Marshall Street
Johannesburg, 2001.
Telephone (011) 492-1620/9
Auditors
Deloitte & Touche
Internet site
www.relyant.co.za
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