Wrap Text
Reviewed final results for the year ended 30 June 2016
SUPER GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1943/016107/06
Share code SPG
ISIN ZAE000161832
("Super Group" or "the Group" or "the company")
REVIEWED FINAL RESULTS
FOR THE YEAR ENDED 30 JUNE 2016
FINANCIAL HIGHLIGHTS
For the year ended 30 June 2016
Revenue
Up 30.9%
R25,9 billion
Operating profit
Up 30.0%
R2,0 billion
Profit before taxation
Up 24.6%
R1,7 billion
HEPS
Up 10.4%
293 cents
Cash generated from operations
Up 43.4%
R2,9 billion
NAV per share
Up 30.7%
2 196 cents
INTRODUCTION
Super Group reported a solid set of final results for the year ended 30 June 2016. The majority of the existing businesses performed well. The results
include Allen Ford's (UK) results for the full year compared to seven months in the prior year, SG IN tIME's (Supply Chain Europe's) results for eight
months and NLC Proprietary Limited's (NLC's), through SG Fleet (Australia), results for seven months. Super Group concluded a Rights Offer raising
R900 million to part fund the acquisition of the 75% interest in SG IN tIME, Germany, and an Accelerated Bookbuild Offer raising R360 million to bolster the
Group's capital structure following the NLC acquisition by SG Fleet. During the year under review, Super Group expanded its international footprint and
at year end, the non-South African businesses contributed 42% and 60% to revenue and operating profit, respectively. The final results for the Group are
commendable given the continued challenges being faced by some of the Supply Chain Africa businesses, the weak Rand against all major currencies
during the reporting period and the competitive business environment in the geographical locations in which the Group operates.
Super Group is a leading transport logistics and mobility group, headquartered in South Africa. The Group includes supply chain, dealerships and fleet
solutions businesses focused on offering a comprehensive range of services, utilising world-class skills and technology. The Supply Chain division
comprises Supply Chain Africa (consisting of Supply Chain South Africa and African Logistics) and Supply Chain Europe (representing the 75% interest
in SG IN tIME acquired effective 2 November 2015); the Fleet Solutions division comprises FleetAfrica and SG Fleet (Super Group's 52.2% interest in SG
Fleet Group Limited, a listed Australian fleet management business); the Dealerships division comprises Dealerships SA and Dealerships UK (being the
100% interest in Allen Ford (UK)) and Services.
The logistics industry, globally, has experienced pricing pressures and increased competition, compounded by lacklustre economic growth and socio-
political turmoil. The major global concern remains the impact of the slowdown in China as the global economy is increasingly dependent on China to
deliver economic growth and, more recently, Britain's exit from the European Union (EU). The performance of the South African logistics and transport
industry is closely linked to the prevailing state of the economy. As a result, economic factors, including interest rates, exchange rates and inflation
have a significant impact on logistics costs. The competitive logistics industry, both locally and internationally, continues to place pressure on operating
margins which results in companies focusing on stringent cost controls.
The South African fleet management market is largely dependent on decisions by governments, parastatals and large companies to outsource the
management and maintenance of their vehicle fleets. The lead times in securing these contracts are lengthy, but once secured, the contracts are long-
term. The local as well as international fleet management markets are driven by the need for operational efficiencies. The Australian fleet management
market, including the novated lease segment, has consistently shown good growth.
NAAMSA continues to report sharp declines in new vehicle sales. The United Kingdom (UK) dealership market has shown consistent growth over the
reporting period.
During the year under review, Super Group concluded various transactions that are explained in more detail in the Financial Performance section and the
Divisional Review section of this document.
FINANCIAL PERFORMANCE
Group revenue increased by 30.9% to R25,9 billion (June 2015: R19,8 billion) mainly as a result of the commendable performances by FleetAfrica, SG Fleet
and Dealerships as well as the inclusion of the results of Allen Ford (UK), SG IN tIME and NLC (through SG Fleet), for the periods previously mentioned.
Operating profit increased by 30.0% to R1,952 million (June 2015: R1,501 million), marginally below revenue growth, despite a poor performance by SG
Coal in the first half of the year.
The increase in net finance costs of 83.7% to R255 million (June 2015: R139 million) is attributable to the higher borrowings to fund the various acquisitions
in Australia, Europe and the UK. The average interest rate paid on borrowings was 6.0% (June 2015: 6.7%) and the average interest rate earned on cash
was 3.7% (June 2015: 4.8%).
Profit before taxation increased by 24.6% to R1,697 million (June 2015: R1,362 million). The effective tax rate increased to 25.8% (June 2015: 23.7%) as a
result of the remaining historical assessed losses in South Africa being utilised and the increase in profits in territories that have higher corporate tax rates.
Earnings per share (EPS) and headline earnings per share (HEPS) increased by 12.2% to 296,6 cents (June 2015: 264,4 cents) and 10.4% to 292,6 cents
(June 2015: 265,0 cents), respectively. Core HEPS increased by 9.0% to 308,1 cents (June 2015: 282,6 cents). Core HEPS excludes acquisition costs, the
once-off foreign exchange profit on the SG IN tIME forward foreign exchange contract, the amortisation of Purchase Price Allocation (PPA) intangibles
and the Broad-Based Black Economic Empowerment (B-BBEE) related costs, after tax and non-controlling interests. As a result of the Rights Offer
undertaken in October 2015 and the Accelerated Bookbuild Offer in December 2015, the weighted and diluted weighted number of shares in issue for
the prior comparable year had to be adjusted in terms of IAS 33.28, which resulted in the June 2015 EPS, HEPS and Core HEPS having to be restated.
The increase in total assets of 49.1% to R22,8 billion (30 June 2015: R15,3 billion) is mainly as a result of the newly acquired assets of SG IN tIME and
NLC during the year under review. The Group's normalised Return on Net Operating Assets, after tax and excluding the effects of acquisitions during the
period, was 15.5% (June 2015: 18.1%).
Super Group's net debt position at 30 June 2016 increased by R993 million to R1,989 million, with R1,479 million debt attributable to SG Fleet largely
for the NLC acquisition and R906 million debt attributable to the acquisition of SG IN tIME, Germany. The Rights Offer of R900 million in October 2015
was used to part fund the SG IN tIME acquisition and the Accelerated Bookbuild Offer of R360 million in December 2015 bolstered the Group's capital
structure following the acquisition of NLC by SG Fleet. The Group's total gearing, as at 30 June 2016, was 21.4% (30 June 2015: 16.8%), having reduced
from 31.9% as at 31 December 2015 as a result of the cash generated within the newly acquired businesses. The net asset value per share increased by
30.7% for the year to 2 196,4 cents at 30 June 2016 (30 June 2015: 1 680,5 cents).
Operating cash flow increased by 24.9% for the year to R2,652 million (June 2015: R2,123 million) mainly due to the increase in EBITDA from the
acquisitions, with a working capital cash inflow of R245 million (June 2015: R102 million outflow). As a result, cash generated from operations, after
working capital, increased by a pleasing 43.4% to R2,897 million (June 2015: R2,021 million).
During the year a subsidiary of the company repurchased 30 871 shares, totaling 0.01% of the issued share capital, at an average share price of R32.62. The
total consideration relating to these repurchases was R1 million.
DIVISIONAL REVIEW
Supply Chain
Year ended Year ended
30 June 30 June
R'000 Change % 2016 2015
Revenue 9 421 638 8 321 231
Supply Chain Africa (3.6) 8 021 631 8 321 231
Supply Chain Europe - 1 400 007 –
Operating profit 555 398 531 807
Supply Chain Africa (13.7) 459 056 531 807
Supply Chain Europe - 96 342 –
Operating margin (%)
Supply Chain Africa 5.7 6.4
Supply Chain Europe 6.9 –
Profit before taxation 457 869 456 843
Supply Chain Africa (14.6) 390 154 456 843
Supply Chain Europe - 67 715 –
Net operating assets 5 922 863 3 324 366
Supply Chain Africa (1.8) 3 263 231 3 324 366
Supply Chain Europe - 2 659 632 –
The majority of Supply Chain Africa's businesses delivered satisfactory performances. SG Coal, despite an improved performance in the second
half of the year negatively impacted the overall results of this business unit. SG Coal's decline in the interim results was largely due to a substantial
drop in deliveries to Eskom. African Logistics continued to experience difficult trading conditions with poor commodity prices, a dramatic drop in
mining commodity volumes and an average transport rates decline of 19%. Despite the competitive environment and challenging trading conditions,
Supply Chain South Africa managed to secure a number of contracts across its businesses. SG Consumer reported improved results despite the highly
competitive FMCG environment and SG Convenience had reasonable results despite the consumer being under pressure. SG Mobility performed very
well over the reporting period. SG Freight, Super Rent, VSc Solutions, Digistics, Sherwood and Phola Coaches reported reasonable results under
challenging trading conditions. On 30 June 2016, the business of Micor was sold to SG Agility, a new joint venture between Super Group (55%) and Agility
(45%) and has been disclosed as an equity-accounted investee. The Agility relationship should significantly improve inbound freight forwarding volumes
in the future.
Supply Chain Europe reflects the eight months' results of SG IN tIME, a Time-critical Delivery Services company headquartered in Germany. Super
Group acquired a 75% interest in SG IN tIME effective 2 November 2015. SG IN tIME has 17 branches, mainly in Germany but also in Sweden, Hungary,
Romania, the Czech Republic and Poland. Super Group took out a forward exchange contract on the purchase consideration when the deal was
concluded and with the Rand weakening over the deal period, realised a once-off foreign exchange gain of R101 million which off-set related transaction
costs of R48 million. The surplus of the foreign exchange profit over the transaction costs has been included in the Services segment. The results for
the eight months were adequate given the market conditions, however below expectations if compared to the guidance provided in the Circular dated
4 August 2015. The results were negatively impacted by a sharp decline in parts sales volumes on the back of Volkswagen's problems, but partly
mitigated by significant cost savings across the business.
Fleet Solutions
Year ended Year ended
30 June 30 June
R'000 Change % 2016 2015
Revenue 2 935 788 2 139 282
FleetAfrica 40.2 732 716 522 697
SG Fleet 36.3 2 203 072 1 616 585
Operating profit 931 541 676 049
FleetAfrica 41.1 163 301 115 742
SG Fleet 37.1 768 240 560 307
Operating margin (%)
FleetAfrica 22.3 22.1
SG Fleet 34.9 34.7
Profit before taxation 840 207 660 590
FleetAfrica 20.9 142 103 117 561
SG Fleet 28.6 698 104 543 029
Net operating assets 3 762 966 1 756 386
FleetAfrica 1.8 959 276 942 255
SG Fleet 244.4 2 803 690 814 131
FleetAfrica delivered an excellent performance for the year ended 30 June 2016. The roll-out of the Transnet contract was completed and eleven
contracts were successfully concluded during the year under review. Although the City of Tshwane's emergency vehicles contract, which includes
ambulances and fire engines, was awarded in July 2015, the roll-out of the contract will commence in 2017 due to the long lead time on the order of
the specialised vehicles. The maintenance element of this contract has positively contributed to the results.
SG Fleet reported a good set of results. The growth in revenue, which occurred across all individual revenue lines, reflected organic growth in total fleet
size as a result of further customer wins, deeper penetration within existing customers and the impact of the NLC acquisition for seven months. The 100%
interest in NLC was acquired effective 30 November 2015. During the financial year, the New Zealand business implemented the much coveted KiwiRail
contract and has since cemented its position at the top end of the local market. The UK business profited from a steady increase in interest for its salary
packaging services and tool-of-trade offering throughout the year. Sole supply wins were recorded in the corporate segment in both financial year halves.
The deterioration of the average Rand against the Australian Dollar positively impacted the final results of Super Group to an amount of R56,2 million
(June 2015: R0,5 million).
Subsequent to year end, SG Fleet announced the acquisition of Fleet Hire, a UK contract hire, salary sacrifice, short-term rental and fleet management
provider, for an acquisition price of GBP19,6 million effective August 2016. The acquisition provides SG Fleet with scale and profitable growth in the UK, and
importantly, Fleet Hire establishes a platform for the company to build on and execute its strategic plans in this attractive market.
Dealerships
Year ended Year ended
30 June 30 June
R'000 Change % 2016 2015
Revenue 13 583 928 9 347 801
Dealerships SA 9.4 6 637 676 6 069 143
Dealerships UK Nm 6 946 252 3 278 658
Operating profit 381 853 251 777
Dealerships SA 18.6 210 303 177 336
Dealerships UK Nm 171 550 74 441
Operating margin (%)
Dealerships SA 3.2 2.9
Dealerships UK 2.5 2.3
Profit before taxation 293 510 194 672
Dealerships SA 24.5 177 310 142 370
Dealerships UK Nm 116 200 52 302
Net operating assets 2 287 664 1 996 821
Dealerships SA 5.0 709 349 675 774
Dealerships UK 19.5 1 578 315 1 321 047
Nm: Not meaningful
Dealerships SA reported an excellent set of results despite local market conditions. The NAAMSA dealer market reported a 5.6% decline in new vehicle
sales for the year ended 30 June 2016 (June 2015: 0.7% decline), while Dealerships new vehicle sales increased by 6.8% for the same period. Used
vehicle sales increased by a satisfactory 8.4% (June 2015: 25.4%). The results include Tommy Martin (Roodepoort) for the full year as compared to the
one month in the prior year. The Parts and Services business continued to perform well. The increase in sales, together with strict overhead control and
working capital management, resulted in Dealerships increasing its operating margin to 3.2% (June 2015: 2.9%). The GWM Southern Africa business
was sold in May 2016.
On 17 May 2016 Super Group announced the acquisition of nine Western Cape dealerships for a consideration of approximately R490 million and a
strategic property for R200 million from Sandown Motor Holdings Proprietary Limited, a subsidiary of Mercedes-Benz. The considerations will be settled
using various funding sources. This transaction was subject to Competition Commission approval which was obtained in July 2016 and is expected to
be effective 1 September 2016. The rationale for this transaction is in line with Dealerships SA's strategy to make selective acquisitions of dealerships to
expand its geographical footprint.
Dealerships UK, being the 100% interest in Allen Ford (UK), performed in line with expectations with overall vehicle sales growth of 5%. New vehicle
sales growth of 3.3% and used vehicle sales growth of 6.9% were achieved during the year. The results for the year ended 30 June 2016 is not directly
comparable to the seven-months trading results reported in the prior year. The deterioration of the average Rand against the Great British Pound (GBP)
positively impacted the final results of the Group by R24,3 million.
Services
The Services segment includes the Corporate, Insurance and the Mauritius operations. The surplus foreign exchange profit arising from the SG IN tIME
acquisition, net of its transaction costs, has been allocated to the Services segment.
OUTLOOK
The South African market conditions are expected to remain challenging and competitive with various industries remaining under pressure. Despite the
subdued outlook for the country, the Group's strategy is to explore strategic investment opportunities internationally and in South Africa to maintain the
Group's position as an innovative, integrated mobility solutions company.
The Australian economy, despite low commodity prices, a further slowdown in China and deterioration in international trade, has remained stable. The
Australian market looks more resilient and the Group expects growth to reflect general Gross Domestic Product trends and a relatively healthy consumer
demand. The novated lease market is also set to show good growth in the year ahead and SG Fleet will continue to leverage off its strong competitive
position to create quality product offerings and strengthen its customer relationships.
There were early signs pointing to a slowdown in the German economy, following a decline in growth in Q1 2016, however, the Eurozone markets
rebounded in July 2016 following the Brexit-led sell-off towards the end of June 2016 and GDP growth in Germany accelerated from 1.5% in Q1 to 3.1%
at end of Q2. Indeed, on the global front, most equity markets are now above or at pre-Brexit levels. The impact of the Brexit vote over the long-term on
the EU's economy, however, remains uncertain.
The UK's decision to exit the EU has fueled economic and political uncertainty in the country. The Manufacturing Purchasing Managers' Index dropped
to a three-year low in July 2016, signaling deteriorating business conditions in the sector due to a decline in both output and new orders. Developments
regarding Brexit in terms of timing and the renegotiation of trade contracts will be monitored closely by the Group, but it is not expected to have a major
negative impact on the Group.
No final dividend for the year ended 30 June 2016 was declared.
The Reviewed Condensed Consolidated Financial Statements for the year ended 30 June 2016 will be available on the Group's website after 08:30 on
Tuesday, 30 August 2016 and the presentation to the investor community can be viewed on the Group's website from Tuesday, 30 August 2016 after
12:00. Copies of the full announcement are available on request from Nigel Redford, Company Secretary, nigel.redford@supergrp.com. The Group's
website is www.supergroup.co.za.
On behalf of the Board
P Vallet P Mountford
Chairman of the company Chief Executive Officer
29 August 2016
Sandton
BASIS OF PREPARATION AND ACCOUNTING POLICIES
The Condensed Consolidated Financial Statements for the year ended 30 June 2016 are prepared in accordance with the requirements of the JSE
Listings Requirements for preliminary reports and the requirements of the Companies Act of South Africa. The JSE Listings Requirements require
preliminary 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 the 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 Annual Financial Statements. The definitions of capital items, core headline earnings and related adjustments
are included in the accounting policies in the June 2015 Consolidated Annual Financial Statements. There were no standards and amendments to
standards that are relevant to and became effective for the first time in Super Group's financial year commencing 1 July 2015. These Condensed
Consolidated Financial Statements for the year ended 30 June 2016 has been reviewed by KPMG Inc, who expressed an unmodified review conclusion.
The auditor's report does not necessarily report on all of the information contained in this announcement. Shareholders are therefore 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 report together with the accompanying
financial information from the issuer's registered office.
The Condensed Consolidated Financial Statements are presented in Rand, which is the company's functional currency and the Group's presentation currency.
These results have been compiled under the supervision of the Chief Financial Officer, Colin Brown, CA(SA), BCompt (Hons), MBL.
Condensed Consolidated Statement
of Comprehensive Income
Year ended Year ended
30 June 30 June
2016 2015
Reviewed Audited
Restated(1)
R'000 R'000
Revenue 25 949 004 19 817 915
Trading profit before depreciation and amortisation 2 729 208 2 145 276
Depreciation and amortisation (787 339) (645 416)
Trading profit 1 941 869 1 499 860
Capital items 10 134 1 276
Operating profit 1 952 003 1 501 136
Net finance charges (254 657) (138 646)
Profit before taxation 1 697 346 1 362 490
Income tax expense (438 594) (322 246)
Profit for the year 1 258 752 1 040 244
Profit for the year attributable to:
Non-controlling interests 272 798 233 516
Equity holders of Super Group 985 954 806 728
1 258 752 1 040 244
Other comprehensive income
Effect of foreign exchange(2) 380 342 (17 385)
Hedging accounting(2) (15 645) (67)
Taxation effect of hedge accounting(2) 4 423 –
Revaluation of land and buildings(3) 101 979 23 029
Taxation effect of revaluation of land and buildings(3) (23 237) (4 338)
Other comprehensive income for the year (net of tax) 447 862 1 239
Total comprehensive income for the year (net of tax) 1 706 614 1 041 483
Total comprehensive income for the year attributable to:
Non-controlling interests 407 791 195 599
Equity holders of Super Group 1 298 823 845 884
1 706 614 1 041 483
RECONCILIATION OF HEADLINE EARNINGS
Profit attributable to equity holders of Super Group 985 954 806 728
Capital items after tax (13 495) 1 863
Headline earnings for the year 972 459 808 591
RECONCILIATION OF CORE EARNINGS
Headline earnings for the year 972 459 808 591
Acquisition costs after tax 71 890 21 107
FEC gain on acquisition after tax (98 283) –
B-BBEE costs after tax 12 733 8 401
Amortisation of intangible assets arising on business combinations after tax 65 348 24 191
Core headline earnings for the year 1 024 147 862 290
Earnings per share (cents)
Basic 296.6 264.4
Diluted 291.3 258.2
Headline earnings per share (cents)
Basic 292.6 265.0
Diluted 287.3 258.8
Core headline earnings per share (cents)
Basic 308.1 282.6
Diluted 302.6 276.0
(1) The earnings per share, headline earnings per share and the core earnings per share have been restated in terms of IAS 33.28
as a result of the rights offer in October 2015.
(2) Items of other comprehensive income which will be reclassified to profit or loss.
(3) Items of other comprehensive income which will not be reclassified to profit or loss.
Condensed Consolidated Statement
of Financial Position
30 June 2016 30 June 2015
Reviewed Audited
R'000 R'000
ASSETS
Non-current assets 12 862 527 7 690 203
Property, plant and equipment 3 431 286 3 313 348
Investment property 143 200 139 200
Full maintenance lease assets 1 144 622 1 065 721
Intangible assets 1 400 757 275 303
Goodwill 6 333 276 2 420 989
Investments and other non-current assets 124 904 133 598
Deferred tax assets 284 482 342 044
Current assets 9 935 093 7 600 710
Asset held-for-sale – 48 065
Inventories 3 053 994 2 458 192
Trade receivables 2 610 871 2 000 108
Sundry receivables 1 142 318 971 437
Cash and cash equivalents 3 127 910 2 122 908
Total assets 22 797 620 15 290 913
EQUITY AND LIABILITIES
Capital and reserves
Capital and reserves attributable to equity holders of Super Group 7 614 120 5 021 951
Non-controlling interests 1 687 673 910 729
Total equity 9 301 793 5 932 680
Liabilities
Non-current liabilities 5 765 635 3 639 691
Fund reserves 536 175 370 432
Non-controlling interest put option and other liabilities 402 749 215 282
Full maintenance lease borrowings 523 619 452 670
Interest-bearing borrowings 3 627 830 2 258 754
Provisions 92 008 112 320
Deferred tax liabilities 583 254 230 233
Current liabilities 7 730 192 5 718 542
Non-controlling interest put option liability – 61 937
Full maintenance lease borrowings 102 174 127 760
Interest-bearing borrowings 863 046 279 191
Trade and other payables 6 491 231 4 865 235
Income tax payable 54 925 182 702
Provisions 218 816 201 717
Total equity and liabilities 22 797 620 15 290 913
Condensed Consolidated Statement of Cash Flows
Year ended Year ended
30 June 30 June
2016 2015
Reviewed Audited
R'000 R'000
Cash flows from operating activities
Operating cash flow 2 651 508 2 122 675
Working capital inflow/(outflow) 245 471 (102 088)
Cash generated from operations 2 896 979 2 020 587
Finance costs paid (387 018) (262 205)
Investment income and interest received 142 029 117 278
Income tax paid (552 678) (248 815)
Dividend paid to non-controlling interest (186 481) (135 570)
Net cash generated from operating activities 1 912 831 1 491 275
Cash flows from investing activities
Net additions to property, plant and equipment (320 603) (717 986)
Net additions to full maintenance lease assets (285 281) (737 274)
Net additions to intangible assets (36 912) (35 328)
Proceeds on disposal of assets held-for-sale 48 065 –
Net acquisition of businesses (net of cash acquired) (1 848 874) (759 730)
Dividends received from equity-accounted investees 18 048 42 350
Other investing activities 19 902 31 972
Net cash outflow from investing activities (2 405 655) (2 175 996)
Cash flows from financing activities
Share issues net of expenses 1 226 950 –
Net share repurchases (570) (75 937)
Additional investment in existing subsidiaries (81 447) (78 940)
Net interest-bearing borrowings raised 214 065 590 091
Net full maintenance lease borrowings raised 29 935 371 067
Net cash inflow from financing activities 1 388 933 806 281
Net increase in cash and cash equivalents 896 109 121 560
Net cash and cash equivalents at beginning of the year 2 122 908 2 040 179
Effect of foreign exchange on cash and cash equivalents 108 893 (38 831)
Cash and cash equivalents at end of the year 3 127 910 2 122 908
Condensed Consolidated Statement
of Changes in Equity
Share Non-
Stated Share Share Other Retained buyback controlling Total
capital capital premium reserves earnings reserve Total Interest (NCI) equity
R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000
Balance at 30 June 2014 – Audited – 315 334 1 746 798 811 741 1 885 329 (490 406) 4 268 796 952 693 5 221 489
Changes in equity for the 2015 year
Other comprehensive income – – – 39 156 – – 39 156 (37 917) 1 239
Translation adjustment – – – 20 501 – – 20 501 (37 886) (17 385)
Effective portion of hedge – – – (36) – – (36) (31) (67)
Revaluation of land and buildings – – – 23 029 – – 23 029 – 23 029
Taxation effect of revaluation of land and
buildings – – – (4 338) – – (4 338) – (4 338)
Profit for the year – – – – 806 728 – 806 728 233 516 1 040 244
Total comprehensive income for the year – – – 39 156 806 728 – 845 884 195 599 1 041 483
Realisation of revaluation reserve through
depreciation – – – (116) 116 – – – –
Realisation of revaluation reserve through
reclassification of revalued properties – – – (4 403) 4 403 – – – –
Share-based payment reserve movement – – – – 23 749 – 23 749 2 378 26 127
Share options exercised – – – – (127 146) – (127 146) (228) (127 374)
B-BBEE good leaver options exercised(1) – – – – (4 966) – (4 966) – (4 966)
Movement in treasury shares – – – – – 56 403 56 403 – 56 403
Deferred tax recorded directly in equity on
movement in options – – – – 6 256 – 6 256 709 6 965
NCI put options movement – – – – 2 640 – 2 640 – 2 640
Dividends paid to NCI – – – – – – – (135 570) (135 570)
Additional investment in existing subsidiaries – – – – (49 665) – (49 665) (29 275) (78 940)
NCI recognised in respect of subsidiaries
acquired – – – – – – – 16 189 16 189
NCI derecognised in respect of subsidiaries
disposed – – – – – – – (91 766) (91 766)
Balance at 30 June 2015 – Audited – 315 334 1 746 798 846 378 2 547 444 (434 003) 5 021 951 910 729 5 932 680
Changes in equity for the 2016 year
Other comprehensive income – – – 312 869 – – 312 869 134 993 447 862
Translation adjustment – – – 239 980 – – 239 980 140 362 380 342
Effective portion of hedge – – – (8 160) – – (8 160) (7 485) (15 645)
Taxation effect of effective portion of hedge – – – 2 307 – – 2 307 2 116 4 423
Revaluation of land and buildings – – – 101 979 – – 101 979 – 101 979
Taxation effect of revaluation of land and
buildings – – – (23 237) – – (23 237) – (23 237)
Profit for the year – – – – 985 954 – 985 954 272 798 1 258 752
Total comprehensive income for the year – – 312 869 985 954 – 1 298 823 407 791 1 706 614
Realisation of revaluation reserve through
depreciation – – – (1 236) 1 236 – – – –
Share issue for cash – 33 751 833 658 – – 32 591 900 000 – 900 000
Share issue expenses – rights offer – – (29 562) – – – (29 562) – (29 562)
Transfer to stated capital 2 899 979 (349 085) (2 550 894) – – – – – –
Bookbuild shares issued for cash(2) 360 000 – – – – – 360 000 – 360 000
Share issue expenses – bookbuild (3 488) – – – – – (3 488) – (3 488)
Share-based payment reserve movement – – – – 38 414 – 38 414 5 543 43 957
Share options exercised – – – – (92 769) – (92 769) (6 182) (98 951)
B-BBEE good leaver options exercised(1) – – – – (5 960) – (5 960) (5 960)
Movement in treasury shares – – – – – 104 341 104 341 – 104 341
Dividends paid to NCI – – – – – – – (186 481) (186 481)
Deferred tax recorded directly in equity on
movement in options – – – – 20 234 – 20 234 1 518 21 752
NCI put options movement – – – – (126 306) – (126 306) – (126 306)
Transactions with equity partners – NLC(3) – – – – 156 664 – 156 664 204 296 360 960
Transactions with equity partners – SG Coal(3) – – – – (19 238) – (19 238) 104 446 85 208
Transactions with equity partners – SG Fleet(3) – – – – (8 984) – (8 984) (2 463) (11 447)
NCI recognised in respect of subsidiaries
acquired – IN tIME(3) – – – – – – – 248 476 248 476
Balance at 30 June 2016 - Reviewed 3 256 491 – – 1 158 011 3 496 689 (297 071) 7 614 120 1 687 673 9 301 793
(1) A good leaver is an employee who participated in the Broad-Based Black Economic Empowerment Scheme whose employment was terminated due to their death, retrenchment,
retirement or sale of the subsidiary or business which employed the participant.
(2) A bookbuild is an offer of shares to selected investors of the company.
(3) Refer to business combinations note.
Operating segments
Super Group Supply Chain Africa Supply Chain Europe
Year ended Year ended Year ended Year ended Year ended Year ended
30 June 2016 30 June 2015 30 June 2016 30 June 2015 30 June 2016 30 June 2015
Reviewed Audited Reviewed Audited Reviewed Audited
R'000 R'000 R'000 R'000 R'000 R'000
Revenue 25 949 004 19 817 915 8 021 631 8 321 231 1 400 007 –
South Africa 15 148 437 14 487 141
Australia 2 103 987 1 543 177
Europe 1 400 007 –
United Kingdom 7 000 543 3 327 302
Africa and other 296 030 460 295
Depreciation and amortisation (787 339) (645 416) (387 515) (437 387) (61 295) –
Net operating expenditure – excluding capital items (23 219 796) (17 672 639) (7 181 221) (7 347 795) (1 241 550) –
Trading profit 1 941 869 1 499 860 452 895 536 049 97 162 –
Capital items 10 134 1 276 6 161 (4 242) (820) –
Operating profit 1 952 003 1 501 136 459 056 531 807 96 342 –
Net finance charges (254 657) (138 646) (68 902) (74 964) (28 627) –
Profit before taxation 1 697 346 1 362 490 390 154 456 843 67 715 –
Super Group Supply Chain Africa Supply Chain Europe
As at As at As at As at As at As at
30 June 2016 30 June 2015 30 June 2016 30 June 2015 30 June 2016 30 June 2015
Reviewed Audited Reviewed Audited Reviewed Audited
R'000 R'000 R'000 R'000 R'000 R'000
ASSETS
Non-current assets
Property, plant and equipment 3 431 286 3 313 348 1 861 987 1 978 275 40 212 –
Investment property 143 200 139 200 – – – –
Full maintenance lease assets 1 144 622 1 065 721 – – – –
Intangible assets 1 400 757 275 303 84 658 140 324 604 686 –
Goodwill 6 333 276 2 420 989 588 890 577 029 1 831 111 –
Investments and other non-current assets 124 904 133 598 26 650 74 – –
Current assets
Assets held-for-sale – 48 065 – – – –
Inventories 3 053 994 2 458 192 419 052 396 069 1 089 –
Trade receivables 2 610 871 2 000 108 1 250 495 1 184 795 388 433 –
Sundry receivables 1 142 318 971 437 680 690 606 795 12 223 –
Intercompany trade receivables – – 13 329 19 407 – –
SEGMENT ASSETS 19 385 228 12 825 961 4 925 751 4 902 768 2 877 754 –
South Africa 8 354 934 8 031 123
Australia 4 491 484 1 691 625
Europe 2 877 754 –
United Kingdom 3 045 401 2 313 187
Africa and other 615 655 790 026
LIABILITIES
Non-current liabilities
Long-term borrowings 4 151 449 2 711 424 440 762 537 846 901 147 –
Non-controlling interest put options and other liabilities 402 749 215 282 124 825 125 127 189 616 –
Fund reserves 536 175 370 432 – – – –
Long-term provisions 92 008 112 320 2 078 3 643 2 631 –
Current liabilities
Short-term borrowings 965 220 406 951 212 448 206 311 4 581 –
Non-controlling interest put options – 61 937 – 61 937 – –
Trade and other payables and provisions 6 710 047 5 066 952 1 578 286 1 526 065 215 491 –
Intercompany trade payables – – 44 057 38 242 – –
SEGMENT LIABILITIES 12 857 648 8 945 298 2 402 456 2 499 171 1 313 466 –
South Africa 5 151 302 5 224 151
Australia 3 316 687 1 404 574
Europe 1 313 466 –
United Kingdom 2 814 108 2 040 240
Africa and other 262 085 276 333
Net capex 594 731 1 490 588 160 748 361 266 14 507 –
South Africa 362 661 1 075 585
Australia 47 345 81 486
Europe 14 507 –
United Kingdom 77 489 260 234
Africa and other 92 729 73 283
Net operating assets 12 875 023 7 896 800 3 263 231 3 324 366 2 659 632 –
Services and intercompany
FleetAfrica SG Fleet Dealerships SA Dealerships UK eliminations
Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended
30 June 2016 30 June 2015 30 June 2016 30 June 2015 30 June 2016 30 June 2015 30 June 2016 30 June 2015 30 June 2016 30 June 2015
Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited
R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000
732 716 522 697 2 203 072 1 616 585 6 637 676 6 069 143 6 946 252 3 278 658 7 650 9 601
(156 075) (102 540) (112 354) (67 728) (32 153) (15 243) (23 815) (10 007) (14 132) (12 511)
(413 340) (304 415) (1 322 939) (988 584) (6 395 161) (5 881 496) (6 750 887) (3 194 210) 85 302 43 861
163 301 115 742 767 779 560 273 210 362 172 404 171 550 74 441 78 820 40 951
– – 461 34 (59) 4 932 – – 4 391 552
163 301 115 742 768 240 560 307 210 303 177 336 171 550 74 441 83 211 41 503
(21 198) 1 819 (70 136) (17 278) (32 993) (34 966) (55 350) (22 139) 22 549 8 882
142 103 117 561 698 104 543 029 177 310 142 370 116 200 52 302 105 760 50 385
Services and intercompany
FleetAfrica SG Fleet Dealerships SA Dealerships UK eliminations
As at As at As at As at As at As at As at As at As at As at
30 June 2016 30 June 2015 30 June 2016 30 June 2015 30 June 2016 30 June 2015 30 June 2016 30 June 2015 30 June 2016 30 June 2015
Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited
R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000
1 732 805 31 054 9 392 351 595 300 168 355 400 294 540 789 306 730 168
– – – – – – – – 143 200 139 200
967 547 900 231 177 075 165 490 – – – – – –
– – 640 887 58 357 – – 65 196 69 312 5 330 7 310
87 822 87 822 3 226 787 1 169 059 159 705 159 029 438 961 428 050 – –
– – – – – – – – 98 254 133 524
– 48 065 – – – – – – – –
174 3 176 57 365 46 078 773 756 776 562 1 802 558 1 236 307 – –
125 141 168 095 449 933 309 563 134 677 143 366 223 822 171 545 38 370 22 744
26 065 35 541 85 488 65 537 7 152 1 260 94 753 31 407 235 947 230 897
4 703 1 282 – – 701 1 125 – – (18 733) (21 814)
1 213 184 1 245 017 4 668 589 1 823 476 1 427 586 1 381 510 2 980 690 2 231 161 1 291 674 1 242 029
444 265 401 157 1 393 844 353 051 – – 606 431 603 622 365 000 815 748
– – 28 341 16 291 44 999 50 875 – – 14 968 22 989
83 955 73 695 452 220 296 737 – – – – – –
– – 78 772 100 150 – – – – 8 527 8 527
51 394 70 492 215 433 57 695 – – – – 481 364 72 453
– – – – – – – – – –
91 159 126 148 1 305 531 595 655 1 218 909 1 186 231 2 140 856 1 419 941 159 815 212 912
6 800 17 275 – – 1 562 13 – – (52 419) (55 530)
677 573 688 767 3 474 141 1 419 579 1 265 470 1 237 119 2 747 287 2 023 563 977 255 1 077 099
191 341 667 972 98 742 91 597 15 130 64 255 75 767 250 123 38 496 55 375
959 276 942 255 2 803 690 814 131 709 349 675 774 1 578 315 1 321 047 901 530 819 227
Business combinations
Purchase
Nature of Operating Date Interest price
Subsidiaries and businesses acquired business segment acquired acquired (%) R'000
IN tIME Holding GmbH (IN tIME) Logistics Supply Chain 2 November 2015 75 776 027
Offshore
NLC Proprietary Limited (NLC) Fleet SG Fleet 30 November 2015 100 2 206 157
management
Other acquisitions Logistics and Supply Chain 1 270
Dealerships Africa and
Dealerships SA
Total purchase consideration 2 983 454
Net costs on acquisition in businesses Other
IN tIME NLC Acquisitions Total
R'000 R'000 R'000 R'000
Fair value of assets acquired and liabilities
assumed at date of acquisition:
Assets
Property, plant and equipment 33 415 6 952 – 40 367
Intangible assets 613 293 555 063 – 1 168 356
Goodwill 1 708 293 1 765 405 1 270 3 474 968
Inventories 1 418 1 868 – 3 286
Trade and other receivables 402 841 49 802 – 452 643
Provision for impairment of trade receivable (5 915) (52) – (5 967)
Cash and cash equivalents 262 409 511 211 – 773 620
3 015 754 2 890 249 1 270 5 907 273
Liabilities
Fund reserves – 111 117 – 111 117
Interest-bearing borrowings 1 513 765 – – 1 513 765
Deferred tax liabilities 181 845 154 029 – 335 874
Trade and other payables 214 543 403 163 – 617 706
Income tax payable 41 296 8 100 – 49 396
Provisions 39 802 7 683 – 47 485
1 991 251 684 092 – 2 675 343
Acquirees' fair value at acquisition 1 024 503 2 206 157 1 270 3 231 930
Less: Non-controlling interest (248 476) – – (248 476)
Purchase price 776 027 2 206 157 1 270 2 983 454
Equity shares of SG Fleet transferred – (360 960) – (360 960)
Cash consideration transferred 776 027 1 845 197 1 270 2 622 494
Cash acquired (262 409) (511 211) – (773 620)
Cash outflow 513 618 1 333 986 1 270 1 848 874
The acquisition of IN tIME will allow the group to expand into the time-critical delivery services sector across Europe. The Group performed a purchase price
allocation exercise on IN tIME whereby intangible assets acquired were separately valued. The valuation, using projected financial information led to the
recognition of R610 549 000 in respect of customer relationships, brand name and self-developed software.
The acquisition of NLC will bolster the SG Fleet division. The Group performed a purchase price allocation exercise on NLC whereby intangible assets acquired
were separately valued. The valuation, using projected financial information led to the recognition of R536 534 000 in respect of customer contracts and brand name.
The non-controlling interests have been calculated using the present ownership instruments' proportionate share in the recognised amounts of the acquiree's
identifiable net assets.
Goodwill has been recognised on the acquisition of IN tIME, NLC and the other acquisitions amounting to R1,7 billion, R1,8 billion and R1,3 million respectively.
Goodwill is attributable mainly to the skills and technical talent of the workforce and synergies expected to be achieved from integrating the acquired
businesses into the Group's various operations. None of the goodwill is expected to be deductible for tax purposes.
The acquisition related costs of R82,1 million relating to these acquisitions are included in the consolidated statement of comprehensive income.
IN tIME NLC Total
Impact of the acquisitions on the results of the Group R'000 R'000 R'000
From the dates of acquisition, the acquired businesses contributed:
Revenue 1 400 007 352 519 1 752 526
Attributable profit to equity holders of Super Group(1) 54 724 31 244 85 968
(1) Profit after tax, after non-controlling interest (excluding acquisition related costs).
IN tIME NLC Total
Impact of the acquisitions on the results of the Group had they occurred on 1 July 2015 R'000 R'000 R'000
From 1 July 2015, the businesses would have contributed:
Revenue 2 235 014 590 255 2 825 269
Profit after tax and amortisation of PPA intangibles 119 698 121 497 241 195
Attributable profit to equity holders of Super Group(1) 89 773 63 373 153 146
(1) Profit after tax, after non-controlling interest (excluding acquisition related costs).
Net proceeds on disposal of business Micor SA
Fair value of assets acquired and liabilities disposed were:
Property, plant and equipment (1 375)
Trade and other payables 1 726
Provisions 3 500
Fair value of net liabilities disposed 3 851
Profit on sale of subsidiary (39 629)
Proceeds receivable 16 100
Equity-accounted investee recognised 19 678
Cash inflow –
Micor SA was disposed effective 30 June 2016. The Group received R16,1 million in July and a 55% shareholding in an equity-accounted investee.
Net costs on increase in existing shareholding in subsidiaries
SG Fleet SG Coal Total
R'000 R'000 R'000
Non-controlling interest (2 463) (130 786) (133 249)
Effect of transactions between equity partners on equity (8 984) 60 786 51 802
Cash outflow (11 447) (70 000) (81 447)
During the year the Group purchased an additional 0.12% in SG Fleet for R11,5 million and an additional 25% in SG Coal for R70,0 million.
Net proceeds on decrease in existing shareholding in subsidiaries
SG Fleet SG Coal Total
R'000 R'000 R'000
Non-controlling interest 204 296 235 232 439 528
Effect of transactions between equity partners on equity 156 664 (80 024) 76 640
360 960 155 208 516 168
Equity shares of SG Fleet issued 360 960 – 360 960
Present value of proceeds receivable – 155 208 155 208
Equity shares of SG Fleet transferred on purchase of NLC (360 960) – (360 960)
Receivable – (155 208) (155 208)
Cash inflow – – –
SG Fleet issued 9.1 million shares to the sellers of NLC as part payment for the acquisition of NLC, resulting in a dilution of 1.96% of the Group's shareholding.
During the year, the Group disposed of 49.17% of SG Coal for R180,6 million, effective from 2 June 2016 receivable over a period of 24 months.
Salient features
Year ended Year ended
30 June 30 June
2016 2015
Reviewed Audited
R'000 R'000
1. Interest-bearing borrowings
SG Fleet interest-bearing borrowings 1 479 144 301 966
Asset-based finance 653 210 920 841
Corporate bond 478 398 477 334
Acquisition borrowings – United Kingdom 466 667 452 188
Acquisition borrowings – Germany 905 727 –
Property and other borrowings 507 730 385 616
4 490 876 2 537 945
2. Share statistics
Total issued less treasury shares ('000) 346 671 298 839
Weighted number of shares ('000)(1) 332 387 305 088
Diluted weighted number of shares ('000)(1) 338 447 312 440
Net asset value per share (cents)(2) 2 196,4 1 680,5
(1) As a result of the Rights Offer undertaken by Super Group in October 2015, the weighted and diluted weighted number
of shares in issue had to be adjusted in terms of IAS 33.28, which resulted in the EPS, HEPS, and Core HEPS for the year
ended 30 June 2015 having to be restated.
(2) Net asset value per share is calculated as the capital and reserves attributable to equity shareholders of Super Group
divided by the total issued less treasury shares.
3. Capital commitments
Authorised but not yet contracted for capital commitments, excluding full maintenance lease assets. 555 355 341 780
Capital commitments will be funded from normal operating cash flows and the utilisation of existing borrowings
facilities.
4. Related party transactions
The Group, in the ordinary course of business, entered into various sales and purchase transactions on arm's length
basis with related parties.
Certain management of subsidiary companies sub-contracts vehicles to the Group. Sales, purchases and
management fees received amounted to R5 094 000 (2015: R17 891 000), R26 982 000 (2015: R41 774 000) and
R1 249 000 (2015: R2 140 000) respectively for these services. These transactions were entered into in the normal course
of business under terms and conditions that were no more favourable than those arranged with third parties. Net
amounts owing by the key employees of this subsidiary was R47 000 (2015: net amounts owing to key employees R1 942 000).
5. Subsequent events
SG Fleet Group Limited acquisition
SG Fleet Group Limited announced the acquisition of Fleet Hire on 4 August 2016, a UK company providing
contract hire, salary sacrifice, short-term rental and fleet management services. The enterprise value of
GBP25,7 million (purchase price GBP19,6 million plus lease portfolio debt net of cash of GBP6,1 million) will be
funded through SG Fleet shares of GBP1,8 million, debt of GBP12,0 million and cash on hand of GBP5,8 million.
The acquisition provides SG Fleet with critical mass in the attractive UK market and, in combination with its
existing local business, creates a profitable platform for continued growth. The Group is in the process of
determining the initial accounting and purchase price allocation of Fleet Hire and will provide such information in
the interim financial report ending 31 December 2016.
Mercedes-Benz dealerships
The Group has concluded an agreement with Sandown Motor Holdings (Pty) Ltd (Sandown), where the Group,
through Super Group Trading (Pty) Ltd, will acquire the Western Cape dealership business and related properties
effective 1 September 2016. The purchase price of the dealerships will be approximately R490 million, while the
purchase price of the property will be R200 million. The Group is in the process of determining the initial
accounting and purchase price allocation of dealerships and will provide such information in the interim
financial report ending 31 December 2016.
6. Significant events
SG IN tIME Holdings GmbH acquisition
The Group acquired a 75% interest in the share capital of IN tIME Holding GmbH for R776,0 million. The statement of financial position as at 30 June 2016 has
been impacted by increases in intangible assets of R604,7 million, goodwill of R1,9 billion, trade and other receivables of R400,7 million, long-term borrowings
of R901,1 million and a net deferred tax liability of R173,4 million as a result of this acquisition. Trading relating to the eight months ended 30 June 2016 has been
included in the statement of comprehensive income.
SG Fleet Group Limited acquisition of NLC Proprietary Limited
SG Fleet Group Limited, acquired NLC Proprietary Limited effective 30 November 2015 for a purchase consideration of R2,2 billion. The statement of financial
position as at 30 June 2016 has been impacted by increases in intangible assets of R549,8 million, goodwill of R1,8 billion, fund reserves of R131,2 million and a
deferred tax liability of R151,4 million as a result of the acquisition. This transaction was funded through the issue of SG Fleet shares, cash and interest-bearing
borrowings. Trading relating to the seven months ended 30 June 2016 has been included in the statement of comprehensive income.
Rights offer
The Group concluded a fully-underwritten renounceable rights offer effective October 2015 for R900 million. The rights offer consisted of an offer of 35 019 470
rights offer shares at a price of R25.70 per rights offer share. The statement of financial position has been impacted by an increase in stated capital of
R870,4 million (after share issue expenses).
Exchange rate movements
The Group operates in foreign countries which use currencies other than presentation currency. The main currencies used in the Group's foreign operations are
Australian Dollar, US Dollar, Euro and the Great British Pound. The deterioration of the Rand against these currencies has had an effect on the Group's financial
statements and has resulted in a foreign currency translation adjustment of R380,3 million increasing total equity.
The table below reflects the movement in the exchange rates from the prior reporting periods:
30 June 30 June %
2016 2015 change
Average currency rate to the South African Rand:
Australian Dollar 10.49 9.54 10.0
US Dollar 14.51 11.45 26.7
Euro 16.10 13.74 17.2
Great British Pound 21.46 18.02 19.1
Closing currency rate to the South African Rand:
Australian Dollar 10.98 9.36 17.3
US Dollar 14.73 12.15 21.2
Euro 16.34 13.55 20.6
Great British Pound 19.61 19.12 2.6
The non-South African operations account for 58% (June 2015: 42%) and 60% (June 2015: 40%) of the Group's total assets and liabilities respectively.
The non-South African operations generated 42% (June 2015: 27%) and 60% (June 2015: 47%) of the Group's revenue and operating profit respectively.
The non-South African operations revenue, operating profit and profit before tax increased in the current year by 103%, 66% and 52% respectively.
Hierarchy
Level 2 Level 3
R'000 R'000 Valuation technique
7. Fair value
Property, plant and equipment – Land, 1 474 689 Valuation performed by Onyx valuation services in June 2016. The
buildings and leasehold improvements valuation model considers the present value of net cash flows to be
generated from these properties, taking into account expected rental
growth rate, void period, occupancy rate, lease incentive costs such as
rent-free periods and other costs not paid by tenants. The expected net
cash flows are discounted using risk-adjusted discount rates. Among other
factors, the discount rate estimation considers the quality of a building
and its location (prime vs secondary), tenant credit quality and lease terms.
Investment properties 143 200
Deferred contingent purchase 57 462 This valuation was performed using the present value of expected
consideration future profits, discounted using a pre-tax rate of 9.0% and assessed for
recoverability.
FEC assets 206 The fair values are based on broker quotes. Similar contracts are traded in
an active market and reflect the actual transactions in similar instruments.
FEC liabilities 5 692
Digistics put option 113 374 This put option has been based on the average non-controlling interest
non-proportionate share of the profit after tax for the 3 financial years
preceding the 1 October 2017 of the put option at a price earnings ratio
of 6,5. The present value has been determined using an after tax discount
rate of 6.5%
IN tIME put option 189 616 This put option is calculated as the fair value determined by using the
average audited EBITDA for the preceding 3 years at a price earnings
multiple of 7.5, adjusted for net debt. The present value has been
determined using a pre-tax discount rate of 7.3%. The put option can be
exercised from 30 June 2020 to 30 June 2025.
The carrying value of all other financial instruments approximates the fair value of the financial instruments as at 30 June 2016.
Movement in level 3 financial instruments measured at fair value
The following table shows a reconciliation from the opening to closing balances of level 3 financial instruments carried at fair value:
30 June 2016
Reviewed
Financial assets – Deferred contingent purchase consideration R'000
Opening balance 69 694
Fair value adjustment to profit and loss (12 232)
Financial liabilities – Put option liabilities 57 462
Opening balance 176 684
Movement through statement of changes in equity 126 306
Subsidiary acquired 170 576
Put option exercised (65 000)
Fair value adjustment in statement of changes in equity 20 730
302 990
Sensitivity analysis
The significant assumption included in the fair value measurement of the deferred contingent purchase consideration relates to the projected income that is
not observable in the market. A change of 100bps to the significant assumption had no impact on the fair value of the asset.
The significant assumption included in the fair value measurement of the put option liabilities relates to the projected income that is not observable in the
market. The following table shows how the fair value of the liabilities would change if the significant assumption was increased by 100bps:
Increase
Fair value in liability
R'000 R'000
Digistics 113 374 376
IN tIME 189 616 1 990
Year ended Year ended
30 June 30 June
2016 2015
Reviewed Audited
R'000 R'000
8. Capital items
Impairment of property, plant and equipment, intangible assets and full maintenance lease vehicles 19 715 8 349
Impairment of equity-accounted investee 22 620 –
(Profit)/loss on sale of business/subsidiary (39 629) 12 053
Profit on sale of property, plant and equipment (8 840) (9 114)
Fair value adjustment to investment property (4 000) (12 564)
Capital items before taxation and NCI (10 134) (1 276)
Taxation effect of capital items (2 297) 2 562
NCI effect of capital items (1 064) 577
Capital items after taxation and NCI (13 495) 1 863
Corporate information
Directors
Executive: P Mountford (Chief Executive Officer) and C Brown (Chief Financial Officer)
Non-executive: P Vallet*(Chairman of the company), Dr E Banda*, M Cassim*, V Chitalu*# J Newbury* and D Rose*
*Independent #Zambian
Company Secretary
N Redford
Registered office
27 Impala Road, Chislehurston, Sandton, 2196
Transfer secretaries
Computershare Investor Services Proprietary Limited
(Registration number 2004/003647/07)
Ground Floor, 70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)
Sponsor
Deutsche Securities (SA) Proprietary Limited
(Registration number 1995/011798/07)
3 Exchange Square, 87 Maude Street, Sandton, 2196
Investor Relations
Keyter Rech Investor Solutions CC
(Registration number 2008/156985/23)
5 2nd Road, Hyde Park, 2196
ADR information
ISIN US86802E2072
CUSIP 86802E207
Structure Sponsored Level 1 ADR
Exchange OTC
Ratio (ADR:ORD) 1:5
Deutsche Bank Trust Company Americas
c/o American Stock Transfer & Trust Company
Peck Slip Station
PO Box 2050
New York, NY 10272-2050
Email: DB@amstock.com
Shareholder Service (toll-free) Tel: (866) 706 0509
Shareholder Service (international) Tel: (718) 921 8124
www.amstock.com
www.supergroup.co.za
Date: 29/08/2016 05:36:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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