Basis of presentation of condensed consolidated financial statements
The condensed consolidated financial statements are prepared in accordance with the requirements of the JSE Limited Listings Requirements for provisional reports and the requirements of the Companies Act of South Africa. The Listings Requirements require provisional reports to be prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by Financial Reporting Standards Council and to also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting. The accounting policies applied in the preparation of the condensed consolidated financial statements are in terms of IFRS and are consistent with those applied in the previous consolidated financial statements as at and for the year ended June 30 2015.
In preparing these condensed consolidated financial statements, management makes judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended June 30 2015.
Certain segments were reclassified during the year. The comparative year’s segmental information has been represented to reflect these insignificant changes.
Net acquisition of businesses, subsidiaries, associates and investments
There were no material acquisitions concluded during the year.
Commitments
The Group has commitments at June 30 of approved contracted capital expenditure of R568,7 million (2015: R407,2 million) and not contracted for capital expenditure of R939,4 million (2015: R989,6 million). It is anticipated that capital expenditure will be financed out of existing cash resources.
Financial instruments
| – | Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. |
| – | Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices). |
| – | Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy for financial instruments measured at fair value. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
| Non- current liabilities |
Current assets (liabilities) | Fair value | |||||||||
| R'000s | Puttable non- controlling interests |
Invest- ments |
Vendors for acquisition |
Total | Level 1 | Level 2 | Level 2 | ||||
| June 30 2016 | |||||||||||
| Financial assets measured at fair value | 511 122 | 511 122 | 501 293 | 2 054 | 7 775 | ||||||
| Financial liabilities measured at fair value | (1 168 921) | (513 308) | (1 682 229) | (1 682 229) | |||||||
| June 30 2015 | |||||||||||
| Financial assets measured at fair value | 26 163 | 26 163 | 12 277 | 13 886 | |||||||
| Financial liabilities measured at fair value | (913 638) | (558 315) | (1 471 953) | (1 471 953) | |||||||
Valuation technique
The expected payments (fair value) are determined by considering the possible scenarios of forecast EBITDA’s, the amount to be paid under each scenario and the probability of each scenario. The valuation models consider the present value of expected payment, discounted using a risk-adjusted discount rate.
Significant unobservable inputs
| – | EBITDA growth rates: | 10 – 23% (2015: 10 – 23%) |
| – | EBITDA multiples: | 4,8x – 7x (2015: 4,8x – 7x) |
| – | Risk-adjusted discount rate: | 1,99% (2015: 1,99%) |
Inter-relationship between significant unobservable inputs and fair value measurement
The estimated fair value would increase (decrease) if:
| – | The EBITDA were higher (lower); or |
| – | The risk-adjusted discount rate were lower (higher). |
Subsequent events
No material subsequent events have arisen since June 30 2016.
Review report
These condensed consolidated financial statements for the year ended June 30 2016 have been reviewed by KPMG Inc., who expressed an unmodified review opinion conclusion. A copy of the auditor’s review report together with a copy of the reviewed condensed consolidated financial statements is available for inspection at the Company’s registered office.
The auditor’s report does not necessarily report on all of the information contained in this announcement. Any reference to future financial information included in this announcement has not been reviewed or reported on by the auditors. Shareholders are advised, that in order to obtain a full understanding of the nature of the auditor’s engagement they should obtain a copy of the auditor’s review report together with the accompanying financial information from the Company’s registered office.
This summarised report is extracted from the condensed consolidated financial statements but is not itself reviewed. The board of directors take full responsibility for the preparation of this provisional report and confirm that the information has been correctly extracted from the underlying financial statements.
Preparer of the financial statements
These condensed consolidated financial statements have been prepared under the supervision of CAM Bishop CA(SA) and were approved by the board of directors on August 23 2016.
Exchange rates
The following exchange rates were used in the conversion of foreign interests and foreign transactions during the periods:
| 2016 | 2015 | ||
| Rand/Sterling | |||
| Closing rate | 19,81 | 19,33 | |
| Average rate | 21,49 | 18,03 | |
| Rand/Euro | |||
| Closing rate | 16,43 | 13,64 | |
| Average rate | 16,11 | 13,74 | |
| Rand/Australian dollar | |||
| Closing rate | 11,01 | 9,41 | |
| Average rate | 10,57 | 9,56 |
Supplementary pro forma information
The pro forma financial information has been compiled for illustrative purposes only and is the responsibility of the board. Due to the nature of this information, it may not fairly present the Group’s financial position, changes in equity and results of operations or cash flows. An unmodified reasonable assurance report has been issued by the Group’s auditors, KPMG, in terms of ISAE 3420 Assurance Engagements to Report on the Compilation of Pro Forma Information in a Prospectus, and is available for inspection at the Company’s registered office. The pro forma information has been compiled in terms of the JSE Listings Requirements and the Revised Guide on Pro Forma Information by SAICA and the accounting policies of the Group as at June 30 2016.
The Group underwent an internal restructuring with effect from April 1 2016 in anticipation of the listing and unbundling of Bidcorp on May 30 2016. The illustrative information, detailed in the income statement, has been prepared on the basis that the internal restructuring had been effective on each of July 1 2015 and July 1 2014 and includes pro forma adjustments on a basis consistent with those of the Pre-listing Statement of Bidcorp, dated April 14 2016.
The average rand exchange rate weakened against sterling, the euro and the Australian dollar, the major currencies in which the Group’s foreign operations trade, namely sterling (18,03 in 2015 to 21,49 in 2016), the Australian dollar (9,56 in 2015 to 10,57 in 2016) and the euro (13,74 in 2015 to 16,11 in 2016). The illustrative information, detailed below, has been prepared on the basis of applying the 2015 average rand exchange rates to the 2016 foreign subsidiary income statements and recalculating the reported revenue and earnings of the Group for the year.
| For the year ended June 30 | Illustrative 2016 at 2015 average exchange rates |
||||||||
| Pro forma 2016 |
% change |
Pro forma 2015 |
Pro forma 2016 |
% change |
|||||
| Revenue (Rm) | 140 523,3 | 20,8 | 116 310,2 | 121 311,9 | 4,3 | ||||
| Trading profit (Rm) | 5 150,6 | 26,1 | 4 084,3 | 4 479,2 | 9,7 | ||||
| Headline earnings (Rm) | 3 583,4 | 32,7 | 2 700,5 | 3 089,5 | 14,4 | ||||
| HEPS (cps) | 1 080,0 | 32,5 | 815,2 | 931,2 | 14,2 | ||||