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The directors have pleasure in presenting their report for the year ended June 30 2016.
Nature of business
Bid Corporation Limited (Bidcorp) is an international broadline foodservice group present in all continents other than North America and Antarctica.
Bidcorp’s focus is on realising the potential that exists in its current foodservice operations as well as acquisitive growth opportunities. The business
comprises a mix of well-established operations in leading and rapidly growing markets, offering significant future upside. The profile of the customer
base is strategically targeted to fully cater to the foodservice industry’s needs.
Financial reporting
The directors are required by the Companies Act No 71 of 2008, as amended (the Act), to produce financial statements, which fairly present the state
of affairs of the company and the group as at the end of the financial year and the profit or loss for that financial year, in conformity with IFRS and
the Act.
The financial statements as set out in this report have been prepared by management in accordance with IFRS and the Act and are based on
appropriate accounting policies supported by reasonable and prudent judgements and estimates.
The directors are of the opinion that the financial statements fairly present the financial position of the company and of the group as at June 30 2016
and the results of their operations and cash flows for the year then ended.
The directors are satisfied that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the
directors continue to adopt the going concern basis in preparing the financial statements.
Stated capital
During the year, the company’s authorised stated capital was increased by the creation of ordinary no par value shares, so as to result in the
company’s authorised capital being 540 000 000 no par value shares.
The company’s 2015 authorised share capital of 90 000 ordinary par value shares was cancelled.
During the year the company issued:
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335 394 112 ordinary no par value shares to The Bidvest Group Limited.
Unbundling from The Bidvest Group Limited
The unbundling was governed by and carried out in accordance with the Companies Act. The entire issued share capital of Bidcorp was unbundled
to Bidvest shareholders by way of a distribution in specie in accordance with section 46 of the Companies Act, section 46 of the Income Tax Act and
the JSE Listings Requirements. The Bidcorp shares were unbundled in a ratio of 1:1 with The Bidvest Group Limited shares.
The Bidvest Group Limited directors were of the opinion that the unbundling of Bidcorp would result in:
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streamlined activities and operations of Bidcorp while ensuring an improved platform from which it could each pursue continued growth;
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provide greater transparency with regard to the nature of the activities and geographies within which Bidcorp operates and the potential value of
each business;
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improve management focus which will assist in identifying acquisition opportunities, both locally and abroad, and enable management to mitigate
and manage specific risks and challenges faced by each business;
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enable seamless and transparent management succession; and
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provide Bidcorp with the flexibility to anticipate and react to changes within the specific market segment and economic landscape in which it
operates.
Acquisitions
The group made a number of small acquisitions during the year namely, Caterfood (UK), Cimandis (UK), Knight Meats (UK), MPD (Czech Republic),
Van Bennekom (Netherlands), Hume Fresh Produce and Pacific Provideros (Australia).
These acquisitions form part of the group’s strategic expansion plans in the international foodservice industry. Goodwill arose on the acquisitions as
the anticipated value of future cash flows that were taken into account in determining the purchase consideration exceeded the net assets acquired
at fair value. The acquisitions have enabled the group to expand its range of complementary products and services and, as a consequence, has
broadened the group’s base in the marketplace.
There were no significant contingent liabilities identified in the businesses acquired.
Directors’ report
Bidcorp Limited Annual integrated report 2016 |
Page 47
Financial overview