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PHUMELELA GAMING & LEISURE LIMITED - Preliminary annual financial results for the year ended 31 July 2018 and dividend declaration

Release Date: 05/10/2018 07:08
Code(s): PHM     PDF:  
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Preliminary annual financial results for the year ended 31 July 2018 and dividend declaration

Phumelela Gaming and Leisure Limited 
(Incorporated in the Republic of South Africa) 
(Registration number: 1997/016610/06) 
Share Code: PHM ISIN: ZAE000039269   

Phumelela Gaming and Leisure Limited preliminary annual financial results 
for the year ended 31 July 2018 and dividend declaration

Phumelela is a multiple product betting and media rights Group of companies with an extensive 
international footprint.

Operational features of the year       
-  South African economic environment continued to deteriorate
-  Strong internal focus on improving competitive appeal of all betting offerings  
-  Voluntary severance programme completed within budget and yielding benefits
-  Turn-key and fully odds managed solution for previously disadvantaged individuals gains momentum
-  South African horseracing retains wide popular appeal in international markets       

Financial features of the year      
-  16% rise in weighted average shares reflects the prior year rights issue to fund acquisitions 
-  Headline earnings up 6% to R155,6 million 
-  Headline earnings per share down 8% to 154,23 cents
-  Normalised headline earnings up 20% to R175,1 million 
-  Normalised headline earnings per share up 3% to 173,55 cents
-  Earnings per share down 9% to 153,78 cents
-  Net asset value per share 1012,93 cents 
-  Final gross dividend per share of 62,00 cents, full year dividend maintained at 104,00 cents
-  Continued strong financial position with net debt to equity 22,8%   

COMMENTARY

THE YEAR IN PERSPECTIVE
The financial year ended 31 July 2018 marks a significant milestone for Phumelela. This is our first
financial year as a fully-fledged multiple product betting and media rights group of companies. 
Supabets and Interbet are jointly controlled assets from which we have the benefit this year of 50% 
of the earnings of each company. Furthermore, the newly formed Supaworld, jointly owned by Betting 
World and Supabets, contributes a 75% share of earnings to Phumelela. 

In a short time, Supabets and Interbet have had a re-energising effect on the Group and, together 
with the best of Supabets and Betting World within Supaworld, these companies are expected to have an 
increasingly important role in the growth of Phumelela and return for shareholders. We anticipate 
performance accelerating in the future as these assets realise their optimal potential. 

This has been a very difficult year in South Africa. Trading has been hindered by political 
turbulence, militant labour unrest that directly affects the horseracing value chain, criminal 
activity that directly cost us in excess of R6 million in lost profitability, a stagnant economy,
low business and consumer confidence, and increasing unemployment. Personal tax rates have risen 
yet again, and municipal charges are also rising above inflation, particularly utilities and property 
taxes. The rate of VAT was increased to 15% from 14% on 1 April 2018, of which we absorb the 
financial cost, estimated at R10 million in a full year, as the take-out ratio after provincial 
taxes and levies has not changed. 

As a consumer-facing business with a large retail footprint, such negative factors impinge on 
discretionary income. In this respect we are not alone. But what we do have within our capability 
is to rise above the external circumstances and be as competitive as possible. 

In pursuit of our transformation initiatives, Betting World franchises and Tab agencies are being 
offered to selected previously disadvantaged individuals that wish to build a future in this 
exciting industry. Phumelela provides the necessary funding, training, know-how, and management of 
the odds to enable a shop to be up and running within a short period. Our shareholding in Omphe 
Tshiamo Investments Proprietary Limited in the North West is an example of what is achievable, and 
we see this as being scalable in other provinces subject  to new betting licences being available.

Years of diversification have been the hallmark of Phumelela. The recent partnerships with the 
Supabets and Interbet teams are but two recent examples of many initiatives we have capitalised on 
over the years to ensure we thrive. 

We have built a large international business off the excellent South African horseracing that 
Phumelela has been pivotal in nurturing at home. International income, through tote betting and media 
rights, is the largest contributor this year at 134% of pre-tax profit. As we grow our domestic fixed 
odds and tote offering organically and through acquisition, international will nevertheless continue 
to contribute a healthy portion of profits, with the foreign currency hedge an additional advantage.

We have revised segmental disclosure to better present our operational transition. These segments 
are Betting Operations, Media Operations, and Administrative and Support Services, with the latter 
providing shared services. In line with accounting convention, our segments represent wholly or 
majority-owned operations on a consolidated basis whilst  our equity-accounted associates are 
represented within a single line item. The totality of all  the businesses is considerably greater 
than that reflected on the income statement and balance sheet. 

The year had its share of disappointments and challenges but despite this the Group ended the year 
on a positive operational and financial note and with a clear strategic purpose. Modernisation and 
repositioning for the future included meaningful cost savings, implemented by way of a voluntary 
severance programme, aligning the management structure to the way the Group is now managed, and 
investing in our retail footprint as we upgrade the customer experience. 

The composition of the Board and Board committees has been substantially strengthened, with the 
appointment of outstanding individuals. Ms Fikile Magubane, Mr S'celo Mahlalela, Mr Steve Müller and 
Ms Lindiwe Rakharebe (pending regulatory approval) bring strong credentials to the Board in their 
roles as non-executive directors and members of Board committees. Furthermore, Mr Moses Tembe has 
joined the Board as Lead Independent Director, strengthening the role of the Chair and in the spirit 
of King IV fulfilling the duties usually assigned to a Deputy Chairman. The Group now has two female 
black non-executive directors (with a further appointment pending regulatory approval) and in total 
seven black non-executive directors. 

SEGMENT REVIEW 
The Betting Operations segment comprise over-the-counter ("OTC") retail stores and non-OTC, which 
comprises internet and telephone betting in South Africa and internationally. Equity-accounted 
income from the jointly owned Premier Gateway International ("PGI") tote operator on the Isle of 
Man is included in the non-OTC segment. 

Our horseracing operations are reflected within the new Media segment and comprise the selling of 
media and data rights of South African horseracing locally and internationally. The local 
horseracing operations remain loss making on a stand-alone basis with international profitable and 
supported by solid international demand. New Zealand has been added as a territory for commingling 
and fixed odds, the Hong Kong Jockey Club imported twelve simulcast race meetings this year, there 
was extended simulcast in to Singapore and the Singapore Turf Club is seeking regulatory approval 
to promote new simulcasts, and there is expansion of coverage in Greece given that SA product 
generates substantially more turnover compared with competitor simulcast content. 

Taking Betting World, TAB, Supabets, and Interbet together on a 100% consolidated basis the reach 
of the Group is now considerable, with over R8 billion in betting turnover flowing through these 
channels. 

Income growth in Betting Operations slowed as the year progressed, ending the year marginally higher.
Despite this we nevertheless managed to increase the sports betting turnover, with betting on soccer 
dominating and continuing to prove popular. We continue to refine product mix and ensure that odds 
management is effective. New international agreements have been concluded in several African 
countries. 

Whilst the Group's strategic initiatives to drive non-OTC betting turnover are yielding positive 
results, largely through the internet and smart devices, physical retail stores remain popular as a 
socially appealing gathering place where fellow punters can share tips, celebrate or commiserate. 
Betting shops are an important part of our transformation franchise initiative, such as in the North 
West. The Supabets and the jointly owned Supaworld outlets are all large format physical stores 
that attract a large throng of customers throughout the day. Four Supaworld stores were operating 
by 31 July 2018 and we anticipate at least a dozen mega stores being operational within two years. 

PGI located on the Isle of Man ended the year strongly in a competitive betting environment and 
benefited from securing a major new customer. Revenue from premium customers betting on local 
racing improved during the second half. International tote to tote commingled revenue was in line 
with the prior year. 

GROUP FINANCIAL ANALYSIS
Consolidated net income of R1 563,0 million is in line with the prior year with Betting Operations 
contributing 68%, Media 30%, and Administrative and Support Services the balance. 

Operating expenses increased by 3% to R1 475,2 million. Excluding the R27,1 million voluntary 
severance programme expense, which is a once-off item, combined expenses increased by only 1%, 
reflecting tight expense control. 

Depreciation and amortisation of R70,4 million decreased by 1% and is allocated 54% to Betting 
Operations, 36% to Media, and the balance to Administrative and Support Services. R67,5 million 
was spent on acquiring property, plant and equipment during the year. 

Operating profit before the cost of the voluntary severance programme was R44,4 million, a 9% 
decrease on the R49,0 million in 2017. Including the costs of the voluntary severance programme 
operating profit decreased by 65% to R17,3 million. 

Finance costs of R34,6 million, up by 70%, reflect higher borrowings arising from corporate 
investment activity.

Therefore, the Group incurred a loss before equity-accounted income of R17,3 million compared with 
a prior year profit of R28,7 million. 

Profits from equity-accounted investees increased by 38% to R169,2 million, 111% of pre-tax profits, 
comprising our share of after-tax profits of PGI, Supabets, Interbet, Supaworld, and SW Security. 
Share of profits from PGI increased by a pleasing 27% to R112,5 million. Interbet performed to 
expectation, growing profits by double digits to R16,6 million. Supaworld made a small loss in its 
start-up phase and is budgeted to be profitable next year. 

Supabets grew turnover substantially and is gaining market share, although at the expense of margin 
in the short term. Profits underperformed due to substantially higher expenditure on marketing 
without commensurate turnover growth, betting margin squeeze (impacted by the VAT increase and 
smaller take-out margins on the popular win and spin bet offering) and costs associated with 
expanding the customer call centre. Supabets' contribution to profits nevertheless doubled to 
R40,6 million. 

The R546 000 positive non-cash fair value adjustment relates to the investment in Automatic Systems 
Limited in Mauritius. These shares are not strategic but given that there is no imminent prospect 
of an open market sale they are held as an investment at market value. 

Attributable profit for the year was 6% higher at R155,1 million, assisted by a lower income tax 
expense. Profit for the year of R151,8 million includes minority interests in the amount of 
R3,4 million. 

The 16% increase in the weighted number of shares in issue, stemming from the R284 million rights 
issue in 2017 to part-fund the acquisition of Supabets, has had a dilutionary effect on per share 
earnings. 

Earnings per share decreased by 9% to 153,78 cents with diluted earnings per share decreasing by 4%,
also to 153,78 cents. 

Headline earnings increased by 6% to R155,6 million and headline earnings per share decreased by 8% 
to 154,23 cents. The R2,8 million goodwill impairment that is backed out within headline earnings 
relates to Betting World Eastern Cape. 

Normalised headline earnings adjusted for the R19,5 million after-tax cost of the voluntary 
severance programme increased by 20% to R175,1 million with normalised headline earnings per share 
increasing by 3% to 173,55 cents. 

Currency effects on the 2018 trading result were negligible. 

The weighted average number of shares in issue increased by 16% to 100,9 million and on a fully 
diluted basis there was a 11% increase in weighted average shares, also to 100,9 million. 

The Group bought back 3,1 million shares for R55,0 million at an average price of R17,49 per share. 
In all, 1,6 million shares were issued in terms of the share option scheme. The net effect of these 
transactions was to reduce the net issued share capital as at 31 July 2018 to 2% below the net 
issued share capital as at 31 July 2017. 

A reduction in cash applied to working capital resulted in cash flow from operating activities 
improving to R62,9 million. Dividends paid to shareholders amounted to R113,7 million. Net loans 
received of R2,4 million compares to a net advance of R24,4 million. Net borrowings raised amounted 
to R177,7 million. A total of R79,0 million was paid of the contingent consideration in respect of 
Supabets and R8,0 million in respect of Interbet. Net dividends received from equity-accounted 
investees amounted to R130,4 million. 

The statement of financial position reflects the material corporate activity in the 2017 financial 
year, with a considerable addition of cash-generating assets. 

Total assets increased to R1 650,7 million and long-term assets increased to R1 338,9 million, with 
the value of equity-accounted investments at R690,4 million. Property, plant and equipment is valued 
at book of R464,7 million. Goodwill and intangibles of R57,4 million are small in the context of the
entire balance sheet. The investment property valued at R18,7 million is the Arlington Racecourse 
in Port Elizabeth. 

Included in our definition of gross debt of R345,1 million is a remaining contingent liability on 
Supabets of R28,8 million. Cash as at balance sheet date amounted to R114,4 million. Net debt is 
therefore R230,7 million compared with R129,2 million last year. The debt to equity ratio of 22,8% 
is conservative. 

The Group retains its historically strong financial position and has sufficient cash flow and 
borrowing capacity to meet its ongoing operational needs. 

Return on average equity of 15% on attributable profit is affected by the substantially changed 
capital structure, with the Supabets acquisition yet to fully contribute, and the once-off severance 
costs. Normalised return on equity is 17%. 

SHARE CAPITAL
There has been no change in the authorised share capital of the Company.

Issued share capital decreased by 1 590 422 shares or 2% compared to 31 July 2017. During the year,
3 146 330 shares were purchased as treasury shares and 1 555 908 shares were released in terms of 
the share option scheme. 

In 2017, issued share capital increased by 16 602 230 rights offer shares, issued in part  to fund 
the purchase of Supabets SA Holdings Proprietary Limited, whilst a further 8 796 443 shares were 
issued to the seller in terms of the Supabets purchase consideration. 

At 31 July 2018, issued share capital amounted to 99 969 347 shares, net of 2 531 211 treasury 
shares.
 
SUMMARISED CONSOLIDATED SEGMENTAL ANALYSIS
The Group offers betting opportunities on South African and international sports and numbers, and 
sells live media and data of South African horseracing content locally and internationally.
Reporting disclosure corresponds to management reporting lines.

Summarised segmental analysis
                                                            Total               Betting operations
                                                     31 July      31 July      31 July      31 July
                                              %         2018         2017         2018         2017
                                         change         R000         R000         R000         R000
Income                    
Net betting income                                   949 761      948 603      949 761      948 603 
Other income                                  2      599 620      588 498      108 924       89 753 
Investment income                           (15)      13 547       15 846         
Total income                                  1    1 562 928    1 552 947    1 058 685    1 038 356 
Expenses                     
Intellectual property rights fees             2      191 287      187 140      109 851      110 620 
Operating expenses                            1    1 256 862    1 245 571      477 181      463 565 
Voluntary severance programme expense                 27 071             
Total expenses                                3    1 475 220    1 432 711      587 032      574 185 
Profit/(loss) before depreciation and    
  amortisation and finance costs            (27)      87 708      120 236      471 653      464 171 
Depreciation and amortisation                (1)      70 393       71 207       38 171       38 030 
Finance costs                                70       34 577       20 323         
Profit/(loss) before share of equity-   
  accounted income                          (160)    (17 262)      28 706      433 482      426 141 
Share of profit on equity-accounted  
  income                                      38     169 169      122 591      169 169      122 591 
Profit/(loss) before revaluation of   
  investments                                        151 907      151 297      602 651      548 732 
Fair value adjustment to investment          (42)        546          946         
Profit/(loss) before income tax expense              152 453      152 243      602 651      548 732 
Local operations                              73     (51 862)     (30 044)     490 130      459 947 
International operations                      12     204 315      182 287      112 521       88 785 
Profit/(loss) before income tax expense              152 453      152 243      602 651      548 732 
                    
                    
Summarised segmental analysis continued
                                                                                Administration and 
                                                            Media                support services
                                                     31 July      31 July      31 July      31 July
                                                        2018         2017         2018         2017
                                                        R000         R000         R000         R000
Income                    
Net betting income                    
Other income                                        475 227       457 128       15 469       41 617 
Investment income                                                               13 547       15 846 
Total income                                        475 227       457 128       29 016       57 463 
Expenses                    
Intellectual property rights fees                    81 436        76 520         
Operating expenses                                  650 301       638 118      129 380      143 888 
Voluntary severance programme expense                                           27 071     
Total expenses                                      731 737       714 638      156 451      143 888 
Profit/(loss) before depreciation and 
  amortisation and finance costs                   (256 510)     (257 510)    (127 435)     (86 425)
Depreciation and amortisation                        25 052        24 419        7 170        8 758 
Finance costs                                                                   34 577       20 323 
Profit/(loss) before share of 
  equity-accounted income                          (281 562)     (281 929)    (169 182)    (115 506)
Share of profit on equity accounted income                    
Profit/(loss) before revaluation of investments    (281 562)     (281 929)    (169 182)    (115 506)
Fair value adjustment to investment                                                546          946 
Profit/(loss) before income tax expense            (281 562)     (281 929)    (168 636)    (114 560)
Local operations                                   (373 356)     (375 431)    (168 636)    (114 560)
International operations                             91 794        93 502         
Profit/(loss) before income tax expense            (281 562)     (281 929)    (168 636)    (114 560)


CAPITAL COMMITMENTS
Commitments in respect of capital expenditure approved by directors.
                                                                                  2018        2017
                                                                                 R'000       R'000
Contracted for                                                                   6 782     
Not contracted for                                                              95 979     125 683 

Capital commitments will be financed out of cash and cash equivalents on hand or borrowing 
facilities as and when required.

INVESTMENTS
Further to the audited annual financial statements dated 6 October 2018, there has been no further 
movement with respect to investments.

MATTERS OF CORPORATE INTEREST AND LITIGATION
In terms of disclosure contained in the annual financial statements for the year ended 31 July 2017,
other than disclosed there are no further developments in this regard.

In 2015, the South African Bookmakers' Association applied to the Pretoria High Court to have 
totalisator betting on sports other than horseracing declared unlawful. On 7 May 2018 this 
application was dismissed by the Pretoria High Court, with costs. The South African Bookmakers' 
Association applied for and was granted leave to appeal to the Supreme Court of Appeal.

In 2014, Tellytrack instituted action against Marshalls World of Sport in the Durban High Court in 
respect of the infringement of Tellytrack's copyright. On 13 February 2018 this claim was dismissed 
by the Durban High Court and on 3 August 2018 leave to appeal to the Supreme Court of Appeal was 
granted to Tellytrack.

As a result of proceedings which were instituted in 2014, Phumelela was charged with contravening 
condition 10 of its Turffontein race-meeting licence. This condition pertains to the visual broadcasts
of race-meetings. On 31 August 2018, the disciplinary committee issued a preliminary recommendation 
to the Gauteng Gambling Board that Phumelela be found guilty of contravening its licence. The 
disciplinary committee found that Phumelela is obliged to provide the Tellytrack service to all 
bookmakers, regardless of their geographic location, on a cost recovery basis. Phumelela was afforded 
an opportunity to make further written submissions to the disciplinary committee. On 19 September 
2018, the disciplinary committee confirmed its preliminary recommendation. Phumelela will be afforded 
an opportunity to make submissions regarding the sanction to be imposed on it.

If the Gauteng Gambling Board decides to find Phumelela guilty of contravening its licence conditions 
in accordance with the disciplinary committee's recommendation, Phumelela has been advised to apply to 
the High Court to have such decision reviewed and set aside.

Shareholders are reminded that the outcome of the relevant actions noted under Corporate interests 
and litigation, as described in the annual financial statements, remains uncertain and may have an 
impact on future earnings.

Shareholders' attention is drawn to the general update following the meeting of the Board of 
Directors of Phumelela on 12 July 2018 that was issued on the Johannesburg Stock Exchange News 
Service on 18 July 2018. The Board of Directors of Phumelela engaged in initial conceptual 
discussions with stakeholders of thoroughbred horses and breeders and the Thoroughbred Trust with 
regard to the administration of horseracing in South Africa and tote betting. 

These conceptual discussions could result in a change in ownership of the administration of 
horseracing and/or tote betting and /or the restructure if they came to fruition but as at the date 
of this report there is nothing further to convey. 

Kalamojo Trading and Investments Proprietary Limited ("Kalamojo") owns 9 450 000 shares in the Group,
representing 9,22% of the total issued share capital of 102 500 558 shares, including 2 531 211 
treasury shares. In the interests of transparency, it is noted that ownership of Kalamojo is jointly 
held, equally to the extent of 50%, by Alldam Investment Holdings Proprietary Limited (owned by two 
family trusts of which Mr B Kantor, inter alia, is a beneficiary) and Mayfair Speculators Proprietary 
Limited and/or entities in which each has a beneficial interest and that each party has a pre-emptive 
right of first refusal on their respective shareholdings should one party wish to dispose of their 
shares. 

REPORTING ENTITY
Phumelela Gaming and Leisure Limited is a company domiciled in South Africa. The summarised 
consolidated financial statements as at and for the year ended 31 July 2018 comprises the Company 
and its subsidiaries and the Group's interests in equity-accounted investees and joint operations.

STATEMENT OF COMPLIANCE
The preliminary summarised audited consolidated financial statements are prepared in accordance with
the requirements of the JSE Limited Listings Requirements for preliminary reports, and the 
requirements of the Companies Act applicable to summary financial statements. The 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.

BASIS OF PREPARATION
The preliminary summarised audited consolidated financial statements do not include all the 
information and disclosures required for the audited consolidated financial statements. The 
preliminary summarised audited consolidated financial statements should be read in conjunction with 
the audited consolidated financial statements. The audited consolidated financial statements for 
the Group as at and for the year ended 31 July 2018 were prepared on the going-concern basis and 
are available for inspection at the Company's registered office. 

The accounting policies applied in the presentation of the preliminary summarised audited 
consolidated financial statements are in terms of IFRS and are consistent with those applied for 
the year ended 31 July 2017. They are prepared on the historical cost basis, except for certain 
financial instruments that are recognised at fair value.

Mr B McLoughlin CA(SA) Chief Financial Officer was responsible for supervising the preparation of 
the annual financial statements and preparing the summarised financial statements.

REPORT OF THE INDEPENDENT AUDITORS 
The auditors, KPMG Inc., have issued their opinion on the Group's consolidated financial statements 
for the year ended 31 July 2018. The auditors were not engaged to report on the summary financial 
statements. The audit was conducted in accordance with International Standards on Auditing. They 
have issued an unmodified opinion. A copy of the auditors' report together with a copy of the 
audited consolidated financial statements is available at the Company's registered office.
The preliminary summarised audited consolidated financial statements have been derived from the 
Group's consolidated financial statements and are consistent in all material respects with the 
Group's consolidated financial statements. The auditors' 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 auditors' engagement 
they should obtain a copy of that report together with the accompanying financial information from 
the Company's registered office. The summarised report is extracted from the audited information 
but is itself not audited. The directors take full responsibility for the preparation of the 
preliminary results and the financial information is correctly extracted from the underlying annual 
financial statements.

SUBSEQUENT EVENTS
There are no significant subsequent events that have an impact on the financial information at 
31 July 2018.

RELATED PARTIES
During the year Betting World Proprietary Limited sold four fixed odds licences to Supaworld 
Proprietary Limited, a company jointly owned by Betting World and Supabets.

Other than in the normal course of business, there have been no significant transactions during the 
year with equity-accounted investees, joint operations, and other related parties.

SOCIAL RESPONSIBILITY
Empowerdex has audited the Group as a level 4 with Empowering Supplier status. The Group continues 
to identify areas for improvement.

The Group recognises that it has a responsibility to the broader community to act in a socially 
responsible manner, for the benefit of all South Africans. Contributions to selected training, 
sports and community service-related projects continue. The Group has adopted appropriate BEE and 
employment equity, training, and procurement policies. 

DIRECTORS
With effect from:
- 25 August 2017, Mr Brian Finch resigned from the Board as a non-executive director;
- 6 December 2017, Mr Markus Jooste resigned from the Board as a non-executive director;
- 12 December 2017, Mr Peter Malungani retired from the Board after twenty years of service; 
- 13 December 2017, Mr Bernard Kantor, an independent non-executive director, assumed the role of 
  Chairman;
- 24 January 2018, Mr Steve Müller was appointed to the Board as a non-executive director and on 
  3 July 2018, appointed as Chairman of the Audit Committee;
- 16 July 2018, Mr Siza Khampepe was appointed as member of the Remuneration and Nominations 
  Committee;
- 16 July 2018, Ms Nolwandle Mboweni was appointed as member of the Social and Ethics Committee in 
  addition to her membership to the Audit and Risk Committee;
- 16 July 2018, Mr S'celo Mahlalela was appointed as a non-executive director and member of the 
  Audit and Risk Committee;
- 14 August 2018, Ms Fikile Magubane was appointed as a non-executive director and member of the 
  Audit and Risk Committee;
- 17 September 2018, Mr Rian du Plessis resigned from the Board as Group CEO;
- 18 September 2018, Mr John Stuart was appointed as Group CEO;
- 21 September 2018, Mr Moses Tembe was appointed as lead independent director;
- Pending the date of approval of the relevant regulatory authorities,  Ms Lindiwe Rakharebe was 
  appointed as a non-executive director and member of the Social and Ethics Committee.

There are no other changes to the composition of the Board. 

The Board expresses sincere thanks to Mr Malungani for his valued contribution and 20 years' loyal 
service to the Company as Chairman. The Board also wishes to thank Mr Finch and Mr Jooste for their 
contributions. The Board would like to thank Mr Du Plessis for his valued service and contribution 
over the past ten years and wishes him every success in his future endeavours. The Board further 
welcomes the appointment of Mr Kantor as Chairman, the appointments of Mr Müller, Mr Mahlalela,
Ms Magubane, Ms Rakharebe (pending regulatory approval) and Mr Tembe to the Board and Mr Stuart as 
Group CEO. 

PROSPECTS
We expect to achieve positive results from the integration of the Supabets sports and numbers 
offering in to Betting World retail outlets and a new Betting World website that has a Supabets 
sports betting offering, a state of the art in-play betting offering, and a customer loyalty programme.
Supabets will introduce betting on horseracing, both in retail and online, using Betting World's odds 
management and software. The TAB website will be powered by software developed by Interbet, our 
joint venture online bookmaking business and betting exchange, whilst the Betting World website will 
be powered by Supabets.

The increase in VAT has cost the group R4 million in 2018 and will have an annual cost of R10 million
going forward. 

We expect to achieve accelerating returns from our investment in Supabets, where excellent synergies 
are already being unlocked and shared learnings benefiting both parties. Supaworld is no longer a 
concept but a reality and whilst ventures of this nature take time to gain traction we expect to be 
profitable in the 2019 financial year. Interbet continues to perform very well and we are delighted
with the investment. 

Our Betting Operations in South Africa face challenging economic headwinds but our proactive 
initiatives across all the offerings places us in a relatively strong position within the gaming 
industry. Our international Betting Operations had a good 2018 and we have further exciting plans 
in place. Demand for quality South African horseracing content abroad will remain a positive for the 
Media business. 

The currency is an external factor beyond our control and so we measure our businesses in local 
currencies and budget to achieve real growth in constant currency terms.

The Group is authorised to buy back shares and will consider further purchases from time to time. 
The Group is targeting growth in earnings per share.

Any forward-looking statements or forecasts contained in these results have not been reviewed or 
reported on by the Group auditors. 

CASH DIVIDENDS TO SHAREHOLDERS
Notice is hereby given that the Board has declared a final gross cash dividend from income reserves 
of 62,00 cents per share (49,60 cents per share net of dividend withholding tax at a rate of 20%)
payable to shareholders recorded in the register on Friday, 2 November 2018. The issued share 
capital at the declaration date is 102 500 558 ordinary shares. Shareholders are advised that the 
last date to trade "cum dividend" will be Tuesday, 30 October 2018. As from commencement of business 
on Wednesday, 31 October 2018, all trading in Phumelela shares will be "ex dividend". Payment will be 
made on Monday, 5 November 2018. Share certificates may not be dematerialised or rematerialised 
between Wednesday, 31 October 2018 and Friday, 2 November 2018, both days inclusive. The Company's 
tax reference number is 9171/393/84/7.

For and on behalf of the Board

B Kantor                              JA Stuart
Chairman                              Chief Executive Officer 
Turffontein, Johannesburg 
5 October 2018


SUMMARISED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                                           Audited        Audited
                                                                         12 months      12 months
                                                                           31 July        31 July
                                                                  %           2018           2017
                                                             change          R'000          R'000 
Income                                                                   1 526 979      1 520 515 
Gross betting income                                                     1 182 525      1 176 913 
Net betting income            
-  Local operations                                                         949 761        948 603 
Other operating income            
-  Local operations                                               1         283 558        281 654 
-  International operations                                       3         316 062        306 844 
Investment income            
-  Local operations                                             (15)         12 928         15 200 
-  International operations                                      (4)            619            646 
Net income                                                        1       1 562 928      1 552 947 
Operating expenses and overheads            
-  Local operations                                               3      (1 223 305)    (1 218 794)
-  Voluntary severance programme expense                                    (27 071)    
-  International operations                                       5        (224 844)      (213 917)
Profit before finance costs, income tax,  
  depreciation and amortisation                                (27)          87 708        120 236 
Depreciation and amortisation                                   (1)         (70 393)       (71 207)
Profit from operations                                         (65)          17 315         49 029 
Finance costs            
-  Local operations                                              70         (34 577)       (20 323)
(Loss)/profit before share of profit of 
  equity-accounted investees                                  (160)         (17 262)        28 706 
Share of profit of equity-accounted investees                   38          169 169        122 591 
Profit before fair value adjustment                                         151 907        151 297 
Fair value adjustment to investment                                             546            946 
Profit before income tax expense                                            152 453        152 243 
Income tax expense                                             (93)            (707)        (9 641)
Profit for the year                                              6          151 746        142 602 
Other comprehensive income net of taxation            
Items that may subsequently be reclassified 
  to profit or loss            
-  Exchange differences on translation of 
  foreign subsidiaries                                                         623           (151)
-  Remeasurement of defined benefit obligation                               1 395     
Total comprehensive income for the year                          8         153 764        142 451 
Profit attributable to:            
Ordinary equity holders of the parent                                      155 112        146 520 
Non-controlling interest                                                    (3 366)        (3 918)
Profit for the year                                                        151 746        142 602 
Total comprehensive income attributable to:            
Ordinary equity holders of the parent                                      157 130        146 369 
Non-controlling interest                                                    (3 366)        (3 918)
Total comprehensive income for the year                                    153 764        142 451 
Earnings per ordinary share (cents)            
-  Basic                                                        (9)         153,78         168,46
-  Diluted                                                      (4)         153,78         160,84


SUPPLEMENTARY STATEMENT OF COMPREHENSIVE INCOME INFORMATION
                                                                           Audited        Audited
                                                                         12 months      12 months
                                                                           31 July        31 July
                                                                  %           2018           2017
                                                             change          R'000          R'000      
Reconciliation of headline earnings            
Earnings attributable to equity holders of the parent             6        155 112        146 520 
Adjusted for:            
Loss/(profit) on sale of property, plant and equipment                       3 165           (605)
Impairment of goodwill                                                       2 844     
Profit on disposal of intangible assets                                     (6 014)    
Tax effect                                                                     461            169 
Headline earnings                                                  6       155 568        146 084 
Headline earnings per share (cents)                               (8)       154,23         167,96
Diluted headline earnings per share (cents)                       (4)       154,23         160,36
Net asset value per share (cents)                                         1 012,93       1 014,17
Dividend to shareholders            
Interim dividend            
Dividend per ordinary share (cents)                               24         42,00          34,00
Final dividend            
Dividend per ordinary share (cents)                              (11)        62,00          70,00
Number of shares in issue                                         (2)   99 969 347    101 559 769 
Weighted average number of shares in issue for basic 
  and headline earnings per share calculation                     16   100 868 421     86 974 276 
Weighted average number of shares in issue for diluted 
  earnings per share calculation                                  11   100 868 421     91 097 698 


SUPPLEMENTARY PRO FORMA INFORMATION
The pro forma normalised financial information has been compiled by the directors to illustrate the 
impact of the voluntary severance programme on the Group's reported financial performance for the 
year 31 July 2018 for illustrative purposed only. This information is the responsibility of the 
directors and due to the nature of the information it may not fairly present the Group's financial
position, changes in equity , the results of operations and cash flows.

An unmodified reasonable assurance report has been issued by the Group's auditors KPMG Inc. in 
terms of ISAE 3420 Assurance Engagements to Report on the Compilation of the 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 Listing Requirements and the revised Guide on 
Pro Forma Information by SAICA.

                                                                           Audited        Audited
                                                                         12 months      12 months
                                                                           31 July        31 July
                                                                  %           2018           2017
                                                             change          R'000          R'000      

Reconciliation of headline earnings to 
  normalised headline earnings            
Headline earnings                                                          155 568        146 084 
Voluntary severance programme expense tax effected                          19 491     
Normalised headline earnings                                     20        175 059        146 084 
Normalised headline earnings per share after the 
  elimination of the effects of the voluntary 
  severance programme                                             3         173,55         167,96 


SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                                           Audited        Audited
                                                                             as at          as at
                                                                           31 July        31 July
                                                                              2018           2017
                                                                             R'000          R'000
ASSETS        
Non-current assets                                                       1 338 850      1 280 609 
Property,plant and equipment                                               464 707        468 388
Goodwill                                                                    12 362         15 206
Intangible assets                                                           45 000         51 939
Interest in equity-accounted investees                                     690 421        638 074
Investments                                                                 12 108         11 562
Investment property                                                         18 700         18 700
Long-term loans                                                             63 341         64 309
Deferred taxation asset                                                     32 211         12 431
Current assets                                                             311 824        259 200 
Inventories                                                                  3 773          2 466
Trade and other receivables                                                155 679        129 855
Defined benefit fund                                                        14 650          9 029
Income tax receivable                                                       23 348         19 395
Cash and cash equivalents                                                  114 374         98 455
Total assets                                                             1 650 674      1 539 809 
EQUITY AND LIABILITIES        
Total equity                                                             1 012 624      1 029 993 
Share capital and premium                                                  473 786        473 826 
Retained earnings                                                          546 092        560 678 
Non-distributable reserves                                                      30           (593)
Equity attributable to ordinary shareholders                             1 019 908      1 033 911 
Non-controlling interest                                                    (7 284)        (3 918)
Non-current liabilities                                                    301 319        123 370 
Deferred taxation liability                                                    872          1 393 
Borrowings                                                                 300 447        121 977 
Current liabilities                                                        336 731        386 446 
Trade and other payables                                                   278 118        267 146 
Short-term borrowings                                                        1 639          2 400 
Contingent consideration liability                                          28 806        101 434 
Income tax payable                                                              24             24 
Betting dividends payable                                                   13 965         13 621 
Bank overdrafts                                                             14 179          1 821 
Total equity and liabilities                                             1 650 674      1 539 809 


SUMMARISED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                           Audited        Audited
                                                                         12 months      12 months
                                                                           31 July        31 July
                                                                              2018           2017
                                                                             R'000          R'000
Net cash outflow from operating activities                                 (94 640)       (62 201)
Cash generated from operations                                              70 716         88 771 
Movements in working capital                                                (7 815)       (43 022)
Cash generated from operating activities                                    62 901         45 749 
Income tax paid                                                            (24 961)       (15 082)
Investment income received                                                   9 003         11 957 
Finance costs paid                                                         (27 849)       (17 950)
Dividends paid to shareholders                                            (113 734)       (86 875)
Net cash outflow from investing activities                                 (25 101)      (250 879)
Acquisition of property, plant and equipment and intangible assets         (67 515)       (82 223)
Proceeds on disposal of property, plant and equipment and 
  intangible assets                                                            626          1 664 
Investment in equity-accounted investees                                    (3 993)      (255 010)
Contingent consideration liability paid                                    (86 979)          (330)
Net loans repaid/(advanced)                                                  2 358        (24 432)
Dividend received from equity accounted investee                           130 402        109 452 
Net cash inflow from financing activities                                  122 679        332 195 
Repayment of finance leases                                                   (425)
Net borrowings raised                                                      177 709         58 556 
Share capital raised                                                       288 340 
Shares repurchased and options issued                                      (55 030)       (14 276)
        
Net increase in cash and cash equivalents                                    2 938         19 115 
Effect of exchange fluctuations on cash and cash equivalents                   623           (151)
Cash and cash equivalents at beginning of year                              96 634         77 670 
Cash and cash equivalents at end of year                                   100 195         96 634 
Make up of balance of cash and cash equivalents        
Cash and cash equivalents                                                  114 374         98 455 
Bank overdraft                                                             (14 179)        (1 821)
Cash and cash equivalents at end of year                                   100 195         96 634 


SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                             Share                                    Non-
                                           capital    Trans-              Share-      con-
                                               and    lation  Retained   holders  trolling     Total
                                           premium  reserves  earnings    equity  interest    equity
                                             R'000     R'000     R'000     R'000     R'000     R'000
Balance at 31 July 2016                      1 863      (442)  511 630   513 051             513 051
Total comprehensive income for the year                 (151)  146 520   146 369    (3 918)  142 451
 - Profit for the year                                         146 520   146 520    (3 918)  142 602
 - Other comprehensive income                           (151)               (151)               (151)
Transactions with owners recorded 
  directly in equity                        
- Share issue - Rights offer               288 713                       288 713             288 713
- Share issue - Acquisition shares         183 582                       183 582             183 582
- Direct listing costs                        (373)                         (373)               (373)
- Share repurchase                             (12)            (10 588)  (10 600)            (10 600)
- Shares issued in terms of the 
  share option scheme                           53              (3 729)   (3 676)             (3 676)
- Share-based payment                                            3 720     3 720               3 720
- Dividends paid to equity holders                             (86 875)  (86 875)            (86 875)
Balance at 31 July 2017                    473 826      (593)  560 678 1 033 911   (3 918) 1 029 993
Total comprehensive income for the year                  623   156 507   157 130   (3 366)   153 764
 - Profit for the year                                         155 112   155 112   (3 366)   151 746
 - Other comprehensive income                            623     1 395     2 018               2 018
Transactions with owners recorded 
  directly in equity                        
- Share repurchase                             (79)            (54 950)  (55 029)            (55 029)
- Shares issued in terms of the 
  share option scheme                           39                 (39)            
- Share-based payment                                           (2 370)   (2 370)             (2 370)
- Dividends paid to equity holders                            (113 734) (113 734)           (113 734)
Balance at 31 July 2018                      2 499        30   546 092 1 019 908   (7 284) 1 012 624


Directors:              B Kantor (Chairman), M Tembe (Lead Independent Director), 
                        JA Stuart* (Group Chief Executive), AW Heide* (Finance Director and COO), 
                        P Anastassopoulos, R Cooper, SKC Khampepe, FS Magubane (Ms), SA Mahlalela, 
                        NJ Mboweni (Mrs), VJ Moodley*, SH Müller, Dr E Nkosi, CJH van Niekerk, 
                        JB Walters  (*Executive)
Company Secretary:      F Moloi (Mrs)
Sponsor:                Investec Bank Limited
Registered Office:      Turffontein Racecourse, 14 Turf Club Street, Turffontein
Transfer Secretaries:   Computershare Investor Services Proprietary Limited
Share Code:             PHM 
Isin:                   ZAE000039269
Website:                www.phumelela.com

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