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REM
REM
Remgro Limited - Updated Transition Report - Transition to IFRS
REMGRO LIMITED
Registration number 1968/006415/06
ISIN ZAE000026480 - Share Code REM
Updated Transition Report - Transition to International Financial Reporting
Standards (IFRS)
Revised unaudited financial information for the year ended 31 March 2005 and the
six months ended 30 September 2004 under IFRS
INTRODUCTION
On 24 November 2005 Remgro published its interim results for the six months
ended 30 September 2005 and its Report on Transition to International Financial
Reporting Standards (IFRS).
Attention was drawn to the fact that at that stage certain associated companies
were not in a position to provide Remgro with the necessary IFRS information in
order for Remgro to incorporate it in its financial results. This related to
associated companies with later year-ends than Remgro, i.e. FirstRand Limited
and RMB Holdings Limited (both June year-ends) and Nampak Limited (September
year-end). Due to the fact that those companies have later year-ends than
Remgro, it resulted in their later implementation of IFRS.
The JSE Limited had granted Remgro exemption from complying with IFRS in respect
of listed associated companies that had not yet published their restated IFRS
results prior to Remgro releasing its interim results for the six months ended
30 September 2005.
The companies mentioned above have recently announced their results and restated
IFRS information. Remgro has consequently revised its IFRS information which
also has an impact on the reported interim results for the six months ended
30 September 2005.
This document includes the following:
Reconciliation of income statements for the six months ended 30 September 2004
and the year ended 31 March 2005
Reconciliation of total assets, liabilities and equity at 1 April 2004,
30 September 2004 and 31 March 2005
Reconciliation of shareholders equity at 1 April 2004, 30 September 2004 and
31 March 2005
An annexure containing the revised financial results for the periods ended
30 September 2005, 30 September 2004 and 31 March 2005 and financial position as
at those dates
BASIS OF PREPARATION, TRANSITIONAL ARRANGEMENTS AND MATERIAL ADJUSTMENTS
There have been no changes to the basis of preparation, transitional
arrangements and material adjustments to that published on 24 November 2005.
RECONCILIATION OF INCOME STATEMENTS
Year Six months
ended ended
31 March 30 September
2005 2004
R"m R"m
PROFIT ATTRIBUTABLE TO EQUITY
HOLDERS OF THE COMPANY
As previously reported under SA 8 807 3 622
GAAP
Prior year adjustments 6 9
Restated under SA GAAP 8 813 3 631
IFRS adjustments (295) 321
Post-retirement benefits (2) (1)
Property, plant and 4 4
equipment
Share-based payments (8) (4)
From associated companies (345) 306
- Exceptional items
- Other 56 16
As reported under IFRS 8 518 3 952
HEADLINE EARNINGS
As previously reported under SA 4 982 2 462
GAAP
Prior year adjustments 6 9
Restated under SA GAAP 4 988 2 471
IFRS adjustments 51 16
Post-retirement benefits (2) (1)
Property, plant and 4 4
equipment
Share-based payments (8) (4)
From associated companies 1 1
- Exceptional items
- Other 56 16
As reported under IFRS 5 039 2 487
Refer to the annexure for the detailed breakdown of the revised income
statements
As reported under IFRS
31 March 30 September
2005 2004
Number of ordinary shares in 487 097 002 496 248 772
issue
Weighted number of ordinary 497 292 403 500 377 065
shares in issue
Basic earnings per share 1 712.9 789.8
(cents)
Basic earnings per share - 1 677.2 763.3
diluted (cents)
Headline earnings per share 1 013.3 497.0
(cents)
Headline earnings per share - 985.8 480.6
diluted (cents)
Net asset value per share - at R71.51 R63.71
book value (Rand)
As previously reported
under SA GAAP
31 March 30 September
2005 2004
Number of ordinary shares in 487 097 002 496 248 772
issue
Weighted number of ordinary 497 292 403 500 377 065
shares in issue
Basic earnings per share 1 771.0 723.9
(cents)
Basic earnings per share - 1 765.4 721.8
diluted (cents)
Headline earnings per share 1 001.8 492.0
(cents)
Headline earnings per share - 998.7 490.6
diluted (cents)
Net asset value per share - at
book value (Rand) R71.77 R64.06
RECONCILIATION OF ASSETS, LIABILITIES AND EQUITY
31 March 30 September 1 April
2005 2004 2004
R"m R"m R"m
ASSETS
As previously reported under SA 39 826 36 018 33 730
GAAP
Prior year adjustments 22 (134) 15
Restated under SA GAAP 39 848 35 884 33 745
IFRS adjustments (109) (113) (477)
Post-retirement benefits - - (1)
Property, plant and equipment 115 104 96
Other 12 11 12
From associated companies (236) (228) (584)
As reported under IFRS 39 739 35 771 33 268
LIABILITIES
As previously reported under SA 2 855 2 379 2 319
GAAP
Prior year adjustments - (65) -
Restated under SA GAAP 2 855 2 314 2 319
IFRS adjustments 40 26 23
Post-retirement benefits 1 - (3)
Property, plant and equipment 16 4 3
Other 23 22 23
As reported under IFRS 2 895 2 340 2 342
EQUITY
As previously reported under SA 36 971 33 639 31 411
GAAP
Prior year adjustments 22 (69) 15
Restated under SA GAAP 36 993 33 570 31 426
IFRS adjustments (149) (139) (500)
Post-retirement benefits (1) - 2
Property, plant and equipment 99 100 93
Other (11) (11) (11)
From associated companies (236) (228) (584)
As reported under IFRS 36 844 33 431 30 926
Refer to the annexure for the
detailed breakdown of the revised
balance sheets
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to equity holders of the Company
Issued Equity Other non- Fair
capital accounted distributable value
reserves reserves reserve
For the period ended
31 March 2004
Balances at 31 March 2004 8 13 704 566 1 215
- under SA GAAP
Prior year adjustments 15
Restated under SA GAAP 8 13 719 566 1 215
IFRS adjustments
- Foreign exchange (1 633) (123)
differences
- Post-retirement benefits
- Property, plant and 94
equipment
- Share-based payments 5
- Other
- From associated companies (584)
Balances at 1 April 2004 8 11 502 542 1 215
under IFRS
For the period ended
30 September 2004
Balances at 8 16 336 575 1 225
30 September 2004
- under SA GAAP
Prior year adjustments 21
Restated under SA GAAP 8 16 357 575 1 225
IFRS adjustments
- Foreign exchange (1 633) (123)
differences
- Property, plant and 94
equipment
- Share-based payments 9
- Other
- From associated companies (228)
Balances at 8 14 496 555 1 225
30 September 2004
under IFRS
For the period ended
31 March 2005
Balances at 31 March 2005 8 17 264 1 106 1 261
- under SA GAAP
Prior year adjustments 22
Restated under SA GAAP 8 17 286 1 106 1 261
IFRS adjustments
- Foreign exchange (1 633) (123)
differences
- Post-retirement benefits
- Property, plant and 94
equipment
- Share-based payments 14
- Other
- From associated companies (236)
Balances at 31 March 2005 8 15 417 1 091 1 261
under IFRS
Attributable to equity holders of the Company
(continued)
Distributable Treasury Subtotal Minority Total
reserves shares interest
For the period
ended 31 March 2004
Balances at 15 509 (1 293) 29 709 1 702 31 411
31 March 2004
- under SA GAAP
Prior year 15 15
adjustments
Restated under SA 15 509 (1 293) 29 724 1 702 31 426
GAAP
IFRS adjustments
- Foreign exchange 1 756
differences
- Post-retirement 1 1 1 2
benefits
- Property, plant 94 (1) 93
and equipment
- Share-based (5)
payments
- Other (11) (11) (11)
- From associated (584) (584)
companies
Balances at 1 April 17 250 (1 293) 29 224 1 702 30 926
2004 under IFRS
For the period
ended
30 September 2004
Balances at 15 337 (1 690) 31 791 1 848 33 639
30 September 2004
- under SA GAAP
Prior year (53) (32) (37) (69)
adjustments
Restated under SA 15 284 (1 690) 31 759 1 811 33 570
GAAP
IFRS adjustments
- Foreign exchange 1 756
differences
- Property, plant 4 98 2 100
and equipment
- Share-based (9)
payments
- Other (11) (11) (11)
- From associated (228) (228)
companies
Balances at 17 024 (1 690) 31 618 1 813 33 431
30 September 2004
under IFRS
For the period
ended 31 March 2005
Balances at 17 873 (2 552) 34 960 2 011 36 971
31 March 2005
- under SA GAAP
Prior year 22 22
adjustments
Restated under SA 17 873 (2 552) 34 982 2 011 36 993
GAAP
IFRS adjustments
- Foreign exchange 1 756
differences
- Post-retirement (1) (1) (1)
benefits
- Property, plant 5 99 99
and equipment
- Share-based (14)
payments
- Other (11) (11) (11)
- From associated (236) (236)
companies
Balances at 19 608 (2 552) 34 833 2 011 36 844
31 March 2005 under
IFRS
CASH FLOW STATEMENT
None of the IFRS adjustments to the cash flow statement were material.
Refer to the annexure for the detailed breakdown of the revised cash flow
statements.
ANNEXURE
This annexure contains the revised financial results
for the periods ended
30 September 2005, 30 September 2004 and 31 March 2005
and financial position as at those dates
RECONCILIATION OF EQUITY AS REPORTED ON 24 NOVEMBER 2005 WITH THIS REPORT IN
TERMS OF THE UPDATED IFRS INFORMATION
30 September 31 March 30 September 1 April
2005 2005 2004 2004
R"m R"m R"m R"m
As previously reported 38 022 36 886 33 451 30 968
under IFRS
IFRS adjustments of (416) (42) (20) (42)
associated companies
Restated under IFRS 37 606 36 844 33 431 30 926
RECONCILIATION OF INCOME STATEMENTS AS REPORTED ON 24 NOVEMBER 2005 WITH THIS
REPORT IN TERMS OF THE UPDATED IFRS INFORMATION
PROFIT ATTRIBUTABLE
TO EQUITY HOLDERS OF THE COMPANY
Six months Six months
ended ended Year ended
30 September 30 September 31 March
2005 2004 2005
R"m R"m R"m
As previously reported under 5 835 3 936 8 559
IFRS
From associated companies
- Exceptional items
Non-recurring portion (319) - -
of BEE costs
Other exceptional - (11) (73)
items
- Other IFRS adjustments (74) 27 32
Restated under IFRS 5 442 3 952 8 518
HEADLINE EARNINGS
Six months Six months
ended ended Year ended
30 September 30 September 31 March
2005 2004 2005
R"m R"m R"m
As previously reported under 2 809 2 459 5 006
IFRS
From associated companies
- Exceptional items
Non-recurring portion (319) - -
of BEE costs
Other exceptional items (2) 1 1
- Other IFRS adjustments (74) 27 32
Restated under IFRS 2 414 2 487 5 039
Non-recurring portion of BEE 319 - -
costs
Restated under IFRS - 2 733 2 487 5 039
excluding non-recurring
portion of BEE costs
ABRIDGED CONSOLIDATED BALANCE SHEET
30 September 31 March
2005 2004 2005
R"m R"m R"m
ASSETS
Non-current assets
Property, plant and equipment 4 203 3 654 3 995
Biological agricultural assets 94 85 94
Investment properties 31 29 31
Goodwill and trade marks 386 54 386
Investments 25 661 25 091 28 201
- Associated companies
- Other 2 622 1 884 1 948
Loans 151 50 157
Deferred taxation 142 95 154
33 290 30 942 34 966
Current assets 8 043 4 829 4 773
Cash and cash equivalents 5 231 2 469 2 372
Other current assets 2 812 2 360 2 401
Total assets 41 333 35 771 39 739
EQUITY AND LIABILITIES
Issued capital 8 8 8
Reserves 38 549 33 300 37 377
Treasury shares (3 112) (1 690) (2 552)
Shareholders" equity 35 445 31 618 34 833
Minority interest 2 161 1 813 2 011
Total shareholders" equity 37 606 33 431 36 844
Non-current liabilities 980 688 905
Retirement benefits 240 129 232
Long-term loans 185 216 200
Deferred taxation 555 343 473
Current liabilities 2 747 1 652 1 990
Short-term interest-bearing loans 331 159 175
Other current liabilities 2 416 1 493 1 815
Total equity and liabilities 41 333 35 771 39 739
Net asset value per share (Rand)
(attributable to equity holders)
- At book value R73.55 R63.71 R71.51
- At intrinsic value R136.36 R107.77 R119.97
ABRIDGED CONSOLIDATED INCOME STATEMENT
Six months ended Year
ended
30 September 31 March
2005 2004 2005
R"m R"m R"m
Revenue 6 956 6 589 12 823
Consolidated profit before 1 139 839 1 702
taking into account the
following
Depreciation (148) (126) (262)
Finance costs (17) (23) (56)
Impairment of goodwill - (2) (3)
Net reversal of impairment of 4 8 25
investments and assets
Exceptional items (see 3 043 - 2 194
Additional information)
Consolidated profit before tax 4 021 696 3 600
Taxation (577) (192) (417)
Consolidated profit after tax 3 444 504 3 183
Share of after-tax profit of 2 230 3 628 5 742
associated companies
- Profit before taking into 2 233 2 200 4 554
account the following
- Impairment of goodwill (2) (18) (38)
- Net impairment of (52) - (31)
investments
and assets
- Exceptional items 51 1 446 1 257
(see Additional
information)
Net profit for the year 5 674 4 132 8 925
Attributable to:
Equity holders 5 442 3 952 8 518
Minority interests 232 180 407
5 674 4 132 8 925
Reconciliation of headline
earnings:
Basic earnings - Attributable 5 442 3 952 8 518
net profit
Plus/(minus) - portion
attributable to equity holders:
- Impairment of goodwill 2 19 40
- Net impairment of 49 (9) 24
investments
and assets
- Exceptional items (3 079) (1 461) (3 476)
- Net loss/(surplus), after - (14) (67)
taxation, on disposal of
property, plant and
equipment
Headline earnings 2 414 2 487 5 039
Non-recurring portion of BEE 319 - -
costs
Headline earnings - excluding 2 733 2 487 5 039
non-recurring portion of BEE
costs
Segmental analysis - Headline
earnings (Excluding non-
recurring portion of BEE costs)
Tobacco interests 1 264 1 032 2 063
Financial services 828 811 1 715
Industrial interests 534 549 1 131
Mining interests 77 82 102
Corporate finance and other 30 13 28
interests
2 733 2 487 5 039
EARNINGS AND DIVIDENDS PER SHARE
Six months ended Year
ended
30 September 31 March
2005 2004 2005
Cents Cents Cents
Headline earnings 497.9 497.0 1 013.3
- Diluted 487.9 480.6 985.8
Headline earnings - excluding non- 563.7 497.0 1 013.3
recurring portion of BEE costs
- Diluted 553.4 480.6 985.8
Basic earnings 1 122.4 789.8 1 712.9
- Diluted 1 110.6 763.3 1 677.2
Dividends
Ordinary 133.00 116.00 314.00
- Interim 133.00 116.00 116.00
- Final 198.00
Special (paid on 22 August 2005) 600.00
ABRIDGED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Six months ended Year ended
30 September 31 March
2005 2004 2005
R"m R"m R"m
Balance at 1 April 36 844 30 926 30 926
IFRS adjustments at 1 April (341) - -
Restated balance at 1 April 36 503 30 926 30 926
Net fair value adjustments for 584 10 46
the period
Net profit 5 674 4 132 8 925
Dividends paid (3 975) (2 025) (2 645)
Capital invested by minorities 5 11 21
Exchange rate adjustments (682) 84 250
Change in reserves of associated (50) 678 569
companies and other movements
Purchase of shares by wholly- (563) (415) (1 235)
owned subsidiary (treasury
shares)
Net shares purchased by The 2 18 (24)
Remgro Share Trust*
Long-term share incentive scheme 8 12 11
reserve
Total shareholders" equity 37 606 33 431 36 844
* Also accounted for as treasury
shares
ABRIDGED CONSOLIDATED CASH FLOW STATEMENT
Six months ended Year ended
30 September 31 March
2005 2004 2005
R"m R"m R"m
Cash generated from operations 700 458 1 764
Taxation paid (267) (336) (546)
Dividends received 1 536 1 412 2 453
Cash available from operating 1 969 1 534 3 671
activities
Dividends paid (3 975) (2 023) (2 642)
Net cash flow from operating (2 006) (489) 1 029
activities
Investing activities 4 724 (556) (2 184)
Financing activities (31) 14 9
Net increase/(decrease) in cash 2 687 (1 031) (1 146)
and cash equivalents
Cash and cash equivalents at the 2 247 3 393 3 393
beginning of the period
Cash and cash equivalents at the 4 934 2 362 2 247
end of the period
Cash and cash equivalents - per 5 231 2 469 2 372
balance sheet
Bank overdraft (297) (107) (125)
ADDITIONAL INFORMATION - EXCEPTIONAL ITEMS
Six months ended Year ended
30 September 31 March
2005 2004 2005
R"m R"m R"m
Exceptional items
Exceptional items of subsidiary
companies:
Capital gain on redemption of - - 2 100
debentures by R&R
Net capital gain on the sale 3 043 - 45
of
investments and businesses
Other exceptional items - - 49
Total before taxation - per 3 043 - 2 194
income
statement
Taxation (337) - (8)
Total after taxation 2 706 - 2 186
Share of exceptional items of
associated companies
Non-recurring portion of BEE (319) - -
costs
Other exceptional items 370 1 446 1 257
Grand total 2 757 1 446 3 443
Attributable to minorities - - (20)
Attributable to equity holders 2 757 1 446 3 423
COMMENTS
Headline earnings per share for the six months ended 30 September 2005 according
to the revised report increased by 0.2% from 497.0 cents in 2004 to 497.9 cents.
Headline earnings per share excluding the non-recurring portion of black
economic empowerment ("BEE") costs increased by 13.4%. Remgro"s headline
earnings per share for the half-year to 30 September 2005 was previously
reported as 579.4 cents (2004 : 491.4 cents).
The results for the full year to 31 March 2006 will include further non-
recurring BEE costs attributable to Remgro due to the BEE transactions concluded
by Distell Group Limited and Medi-Clinic Corporation Limited during the second
half of the financial year.
Signed on behalf of the Board of Directors.
Johann Rupert Thys Visser
Chairman Chief Executive Officer
Stellenbosch
19 April 2006
DIRECTORATE
Non-executive directors
Johann Rupert (Chairman),
E de la H Hertzog (Deputy Chairman), P E Beyers, G D de Jager*, J W Dreyer, P K
Harris*, E Molobi*, J F Mouton*, D Prins*, F Robertson*
(*Independent)
Executive directors
M H Visser (Chief Executive Officer), W E B hrmann, D M Falck, J A Preller
(Mrs), T van Wyk
CORPORATE INFORMATION
Secretary
M Lubbe (Mrs)
Listing
JSE Limited
Sector: Financial - Investment Companies
American depositary receipt (ADR) program
Cusip number 75956M107 - ADR to ordinary share 1 : 1
Depositary
The Bank of New York, 101 Barclay Street, New York NY 10286
Business address and registered office
Carpe Diem Office Park, Quantum Street,
Techno Park, Stellenbosch 7600
(P O Box 456, Stellenbosch 7599)
Transfer Secretaries
Computershare Investor Services 2004 (Pty) Limited,
70 Marshall Street, Johannesburg 2001
(P O Box 61051, Marshalltown 2107)
Auditors
PricewaterhouseCoopers Inc.,
Stellenbosch
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Website
www.remgro.com
Date: 19/04/2006 05:01:17 PM Produced by the JSE SENS Department
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