Wrap Text
Summarised consolidated financial results For the year ended 30 September 2018
Nampak Limited
(Registration number 1968/008070/06)
(Incorporated in the Republic of South Africa)
Share code: NPK
ISIN: ZAE 000071676
Summarised consolidated financial results
For the year ended 30 September 2018
Highlights - continuing operations
Group revenue of R17.3bn marginally down by 1%
Trading profit increased to R2.0bn up by 3%
Operating profit increased to R1.5bn up by 7%
Profit increased to R1.2bn up by 29%
EPS increased by 38% to 169.2 cents per share
HEPS increased by 15% to 168.7 cents per share
Cash transferred from Angola, Nigeria and Zimbabwe R3.5bn up by 103%
Successfully secured R12.5bn of committed funding, further strengthening
the Group�s financial position to provide a platform for future growth
Net gearing further improved to 37% from 45%
Nampak Group performance was pleasing in a tough economic environment
in most of the geographies in which we operate. Good cost control led to
operational efficiencies, with improved margins for Bevcan and the
recovery of DivFood, despite lacklustre demand in South Africa.
Plastics in the United Kingdom delivered profitability as promised,
while Plastics South Africa had a tough year due to a very competitive
landscape. The significant improvement in the availability of foreign
currencies in Angola, sustained liquidity and market share growth for
beverage cans in Nigeria, and strong demand in Zimbabwe resulted in
improved performance in the Rest of Africa.
Nampak CEO, Andr� de Ruyter
Commentary
Overview
Nampak's profit from continuing operations grew 29% to R1.2 billion
(2017: R905 million) in a year characterised by tough economic
conditions in most territories in which Nampak operates, as consumers
navigated high inflation, increased taxes, fuel price increases and
other pricing pressures. Earnings of R1.1 billion increased by 39%
primarily due to lower abnormal items and a reduction in the minority
shareholders' share of profits in the current year. As revenue remained
largely unchanged, focused internal initiatives � cost containment,
operational efficiency improvements, the retention of customers and
the targeting of new market segments � ensured that Nampak was able
to grow earnings and profits. Earnings per share grew 38% to 169.2
cents (2017: 122.3 cents) while headline earnings per share rose 15%
to 168.7 cents (2017: 146.3 cents).
Cash transferred from Angola, Nigeria and Zimbabwe was 103% higher
than the prior period at R3.5 billion (USD265 million), up from
R1.7 billion (USD127 million) as liquidity continued in Nigeria and
was boosted by improved foreign currency availability in Angola towards
the end of the second half. Liquidity in Zimbabwe remains challenging,
and this issue is receiving significant attention.
Demand in South Africa was under pressure, but operational efficiencies
paid off resulting in trading margins being maintained at 8.6%. The Rest
of Africa produced varying results - Nigeria is showing signs of a
recovery; Angola experienced limited liquidity which negatively impacted
the second half and Zimbabwean operations' performance boosted margins
in both the Plastics and Paper divisions. This resulted an improved
trading margin for Rest of Africa of 22.1% (2017: 20.6%). The European
operations returned to profitability as expected and the Group trading
margin was higher at 11.4% (2017: 11.0%).
The board made the decision in the first half to dispose of the Glass
division resulting in the division being classified as a discontinued
operation. Commentary on the results excludes this division unless
stated otherwise. The proposed sale of the Glass division is proceeding
as planned and according to schedule. In the second half, the board also
made the decision to dispose of the Crates and Drums businesses with
the assets and liabilities of these operations being disclosed as assets
held for sale.
Financial performance � continuing operations
Restated
R million 2018 2017 % change
Revenue 17 310 17 402 (1)
Trading profit 1 970 1 922 +3
Operating profit 1 523 1 430 +7
Profit for the year - continuing
operations 1 168 905 +29
Loss for the year - discontinued
operation (599) (549) +9
Profit for the year - continuing and
discontinued operations 569 356 +60
Earnings per share (cents) -
continuing operations 169.2 122.3 +38
Earnings per share (cents) -
continuing and discontinued operations 76.0 36.6 +108
Headline earnings per share (cents) -
continuing operations 168.7 146.3 +15
Headline earnings per share (cents) -
continuing and discontinued operations 151.4 123.8 +22
Revenue and margins
Revenue for continuing operations marginally declined to R17.3 billion
(2017: R17.4 billion), largely as a result of constrained revenue growth
in the Metals division. Pleasing volume growth in Bevcan Nigeria and
DivFood was offset by lower volumes in Bevcan Angola, as the foreign
currency shortages impacted the procurement of raw materials and hence
production volumes in the second half of the year. Liquidity improved
too late towards the end of the second half to have a material impact
on our ability to increase sourcing of raw materials. Revenue from the
Plastics division in the Rest of Africa also improved significantly but
was muted by the performance of the rest of the Plastics division.
Trading profit increased by 3% to R1.97 billion (2017: R1.92 billion)
and trading margins for most divisions improved, driven by enhanced
operational efficiencies in Bevcan South Africa, the recovery in fish
volumes at DivFood and volume growth in Bevcan Nigeria. Exceptional
performances by Plastics and Paper operations in Zimbabwe also
contributed towards the higher trading margin for the Group of 11.4%
(2017: 11.0%).
Operating profit and abnormal items
Growth in trading profit and a 9% reduction in net abnormal losses to
R447 million (2017: R491 million) led to operating profit growing 7%
to R1.5 billion (2017: R1.4 billion). The key contributors to abnormal
losses in the prior year - net impairments and foreign currency losses -
reduced by 97% to R7 million (2017: R233 million) and 21% to R127 million
(2017: R160 million) respectively. Higher restructuring and retrenchment
costs of R96 million (2017: R73 million), onerous contracts of R100
million (2017: R82 million) and the liquid bonds disposal cost in Angola
of R73 million (2017: nil) also contributed to abnormal losses in 2018.
Profit for the year
Profit for the year increased 29% to R1.17 billion (2017: R905 million)
as a result of lower net finance costs, an increased share of net
profits from associates and joint ventures as well as a lower effective
taxation rate. The reduction in the tax rate is primarily due to the
significant reduction in impairments, with the significant impairments
in the prior year not offering any tax shield. Higher net cash balances
during the year from improved transfers of cash from Nigeria and Angola
coupled with strong cash generation in Zimbabwe led to 107% higher finance
income of R244 million (2017: R118 million). Finance costs of R465 million
are 37% higher (2017: R339 million) but include R65 million that relates
to Angolan capital enforcement tax which in accordance with International
Financial Reporting Standards is classified as an interest cost on foreign
exchange gains on the US dollar linked Kwanza bonds. Excluding this, net
finance costs of R156 million have been well managed and reflect a decrease
of 30%. There has been an increase in the share of profits from associates
and joint ventures. Profit before tax of R1.3 billion increased by 8%
(2017: R1.2 billion).
A lower effective tax rate of 10.7% (2017: 25.1%), largely due to the
reduction of net impairments, also boosted profit for the year in 2018
by 29%. Government incentives, a tax rate differential and deferred tax
assets raised during the year are main contributors to the reduction in the
effective tax rate from the statutory tax rate of 28%.
Earnings
Continuing operations
Earnings attributable to Nampak equity holders increased 39% to R1.1
billion (2017: R784 million) as a result of higher profits from continuing
operations together with a lower portion due to outside shareholders of
R80 million (2017: R121 million) in 2018. Accordingly, earnings per share
increased by 38% to 169.2 cents (2017: 122.3 cents) despite a 1% increase
in the weighted average number of shares in issue for the year.
Headline earnings grew 16% to R1.1 billion (2017: R937 million) largely
due to lower net impairments of R7 million (2017: R233 million) which
are added back for computing headline earnings. Headline earnings per
share rose 15% to 168.7 cents (2017: 146.3 cents).
Continuing and discontinued operations
Earnings attributable to Nampak equity holders increased 108% to R489
million (2017: R235 million) as a result of higher profits from
continuing operations together with a lower portion due to outside
shareholders of R80 million (2017: R121 million) in 2018. Accordingly,
earnings per share increased by 108% to 76.0 cents (2017: 36.6 cents)
despite a 0.4% increase in the weighted average number of shares in issue
for the year.
Headline earnings grew 23% to R974 million (2017: R793 million) largely
due to improved overall performance from operations. Headline earnings
per share rose 22% to 151.4 cents (2017: 123.8 cents).
Liquidity and cash transfers in the Rest of Africa
Cash transferred from Angola, Nigeria and Zimbabwe more than doubled,
increasing 103% to R3.5 billion (2017: R1.7 billion) as a result of
improved liquidity in Angola and Nigeria.
There was limited liquidity in Angola for most of the year as the country
had low foreign currency reserves due to relatively low oil production.
Nampak continued to hedge as much cash as possible in USD-linked Kwanza
bonds which provided much required protection of cash balances against a
series of timed devaluations by the Angolan Government which resumed in
early 2018. By the end of the financial period, the Angolan kwanza had
devalued by 75% against the US dollar to AOA301:USD1 and the hedging
strategy provided a R1.6 billion shield against devaluation.
As Angola experienced a number of fiscal interventions during the course
of the year, liquidity returned in the latter part of the second half
and R1.8 billion (USD138 million) was secured for transfer to settle
internal Group procurement and treasury facilities which had been used
to fund operations in Angola. This was 135% more than the amount of R769
million (USD57 million) transferred in the prior year.
R1.6 billion (USD120 million) was transferred from Nigeria, representing
a 190% cash transfer rate as the NAFEX (Nigerian autonomous foreign
exchange rate) continued to provide sustained liquidity since its
introduction in April 2017. Both cash generated during the year and
accumulated funds earned in previous financial years were transferred
from Nigeria. As a result, cash balances fell 64% to R300 million (2017:
R828 million). Going forward, only currently generated cash is expected
to be remitted and hedging is considered unnecessary.
Minimal cash of R87 million was transferred from Zimbabwe as liquidity
constraints remained. Operations in this country were highly cash
generative in spite of restrictions on further funding of working
capital from Nampak operations outside Zimbabwe and cash balances
accordingly grew to R1.2 billion (2017: R654 million).
Limited
liquidity
30 September 2018 Angola Nigeria Subtotal Zimbabwe Total
Cash on hand (Rm) 2 307 300 2 607 1 190 3 797
Hedged cash (Rm) 2 166 -2 2 166 -3 2 166
% cash hedged 94 -2 83 -3 57
Cash transferred (Rm) 1 807 1 574 3 381 87 3 468
Cash transfer rate (%)1 83 190 112 13 94
Limited liquidity
30 September 2017 Angola Nigeria Subtotal Zimbabwe Total
Cash on hand (Rm) 2 188 828 3 016 654 3 670
Hedged cash (Rm) 1 954 -2 1 954 -3 1 954
% cash hedged 89 -2 65 -3 53
Cash transferred (Rm) 769 848 1 617 93 1 710
Cash transfer rate (%)2 77 86 81 32 75
1 Cash transfer rate is the amount of cash transferred compared to
cash on hand at the end of the previous period.
2 Hedges are not considered necessary in light of continued liquidity
since the introduction of NAFEX in April 2017 and the convergence
of the NAFEX and NIFEX markets.
3 There are currently no appropriate hedges available in Zimbabwe.
Foreign exchange rate movements
Nampak has sizeable operations outside South Africa and, as a result,
its performance is impacted by various foreign currency movements.
The currency movements for key markets are set out in the following
table:
Average rates Closing rates
30 Sep 30 Sep 31 Mar 30 Sep 30 Sep 31 Mar
2018 2017 % 2018 2018 2017 % 2018
ZAR/GBP 17.61 16.96 4 17.35 18.43 18.17 1 16.62
ZAR/EUR 15.58 14.78 5 15.36 16.41 15.98 3 14.57
ZAR/USD 13.11 13.38 (2) 12.78 14.14 13.56 4 11.86
NGN/USD 360.61 321.90 12 359.75 362.79 358.99 1 360.00
AOA/USD 222.09 171.74 29 189.76 300.72 171.75 75 218.64
The translation of the Group's results of its US dollar based operations
was adversely impacted by the 2% strengthening of the average Rand
Dollar exchange rate with the 4% weakening in the year-end spot rate
adversely impacting the translation of dollar denominated debt. The US
dollar linked Kwanza bonds provided R1.6 billion protection to the
Group given the 75% weakening in the year-end spot Kwanza US dollar
exchange rate. These hedging instruments have proven to be highly
effective with 94% of the Angolan cash balances hedged at the year-end.
Financial position
Nampak concluded an agreement with various banks, locally and
internationally, to provide committed revolving credit facilities
and term facilities (RCF) with respective terms of four and five
years which will replace the Group's existing loan facilities. The
RCF comprises two major facilities, including USD525 million to fund
the Group's Rest of Africa and European operations and R4 billion for
the South African operation, and addresses the Group's maturing debt
profile over the next four to five years. Existing core overnight
facilities of R1.1 billion were also maintained.
This RCF includes provision for repaying the first tranche to US
private placement obligation amounting to USD115 million, which falls
due in May 2020. Pricing on the RCF has been keen and we are satisfied
that the Group statement of financial position will be secure for at
least a five year period with the new banking facilities, further
strengthening the Group's financial position.
Covenant ratios were revised for the new debt facilities in place and
exclude Zimbabwean cash balances in light of limited liquidity; 50%
of Angola cash balances are taken into account plus 45 days working
capital requirements. The Group's financial position strengthened
as a result and net gearing improved to 37% (2017: 45%).
Capital expenditure
Capital expenditure for the year was 27% lower at R536 million (2017:
R735 million) due to prudent capital allocation without compromising
the quality of the asset base. The Capital Assurance Committee
continues to function effectively applying rigorous review processes.
Trading performance
Trading Trading
Revenue profit margin (%)
R million 2018 2017 2018 2017 2018 2017
Metals 11 079 11 281 1 736 1 695 15.7 15.0
Plastics 4 745 4 624 202 166 4.3 3.6
Paper 1 486 1 497 229 177 15.4 11.8
Corporate services - - (197) (116)
Continuing operations 17 310 17 402 1 970 1 922 11.4 11.0
Discontinued operation:
Glass 1 456 1 420 18 45 1.2 3.2
Group total 18 766 18 822 1 988 1 967 10.6 10.4
The increase in the Corporate Services is primarily due to foreign
exchange movements and additional property related provisions raised
in the year. The savings in corporate costs has been offset by the non-
recurring post-retirement medical aid gain reported in the prior year.
Continuing operations
Metals
Revenue for the Metals division declined marginally for the year to
R11.1 billion (2017: R11.3 billion) due to challenging market conditions
in most of the Rest of Africa operations excluding Nigeria and South
Africa. Trading profit grew by 2% to R1.74 billion (2017: R1.70 billion)
as a result of internal operating efficiencies in South Africa and
exceptional beverage can volume growth in Nigeria.
Bevcan South Africa's revenue was slightly higher, boosted by a strong
first half, while lower market demand and the entry of a competitor
impacted volumes negatively in the second half as expected. In
anticipation of this loss of volume, the closure of a beverage can
line located in Epping, Cape Town, (announced in 2017), was completed
in July and has led to partial savings this year, with the full annual
savings of R50 million to be derived from 2019 onwards. The majority of
the employees at this operation accepted retrenchment packages or opted
for early retirement, while some of the employees were able to fill
vacant positions elsewhere within the Group. Operations excellence
initiatives led to improved efficiencies and contributed to better
trading margins for the Metals division of 15.7% (2017: 15.0%).
DivFood revenue recovered on the back of improved fish volumes canned
locally in South Africa and a pleasing performance by the vegetables
category. Diversified can volumes reflected the current subdued
consumer sentiment while meat food can volumes were negatively
impacted by the listeriosis outbreak experienced during 2018. This
is now resolved and meat can volumes are expected to improve in the
next financial period. Operationally, the division made great
strides and operations excellence practices led to an improved
safety performance, enhanced quality and more stringent cost control.
Trading profit grew substantially as a result and trading margins
more than doubled for the year albeit off an extremely low base in
the prior year.
Revenue declined for Bevcan Angola as can ends previously supplied
by this entity are now being supplied to customers directly by Bevcan
South Africa. Volumes also declined in the second half of the year as
a result of foreign currency shortages in the country which led to
limited liquidity for the purchase of raw materials. The significant
currency devaluation of the Angolan kwanza against the US dollar also
contributed to a softer market for the year. In late August and early
September there was a major improvement in the availability of foreign
currencies, and as a consequence, raw material purchases have resumed
as normal. Trading profit was also negatively impacted but to a lesser
extent due to can ends now being supplied out of Bevcan South Africa,
as well as foreign currency movements. Following the restoration of
liquidity, Nampak has resumed the project to invest in converting its
tinplate production line to manufacture slender aluminium cans to meet
market demand.
Bevcan Nigeria had very strong volume growth driven by the malt category,
caused by Nampak gaining market share and growth in the underlying
market for beverage cans. As a result, both revenue and trading profit
increased. In anticipation of further volume growth, work has commenced
to enable the manufacture of 500ml cans and feasibility studies to
increase capacity by debottlenecking the line are underway. The general
metal packaging business in Nigeria declined as high inflation impacted
consumer spending.
Demand in Kenya and Tanzania was disappointing as orders from a major
crowns customer fell due to increased imports, while a very soft market
led to reduced demand in Tanzania.
Plastics
The Plastics division had a mixed year with strong growth in Zimbabwe,
improved profitability in Europe, while some operations in South Africa
experienced challenges. Revenue grew 3% and trading profit 22%.
Plastics South Africa managed to maintain its revenue in line with the
prior year, despite a challenging year characterised by a tough trading
environment and lower allocated volumes resulting from a change in
strategy by a key customer for bottles and related plastic closures.
Higher demand for drums by current customers, as well as business
development efforts which gained new customers, offset this impact so
that revenue growth was flat for the year. Cartons performed well and
grew margins as operating costs were contained and operations excellence
initiatives paid off. Cartons will continue to drive market share growth
initiatives by expanding its product offering and continuing to target
new customers with an emphasis on sustainability and the recyclability.
The first phase of the cost reduction project at Plastics SA is now
complete and the second phase is underway; the first plant and depot
closures have been implemented as planned. Once-off costs resulting
from site consolidation projects negatively affected trading profit
in the second half. The sale of the crates and drum businesses is
progressing with firm offers expected in early 2019. Once sale
agreements are finalised, both transactions will be submitted for
regulatory approvals where required.
The turnaround implemented at Plastics Europe yielded results as the
business returned to profitability, despite a challenging trading
environment created by uncertainties in the UK market due to global
economic concerns and Brexit. In addition the unusually hot summer
led to lower milk consumption than normal. Volumes also declined as
the dairy market consolidated and a key customer lost market share.
This was mitigated by securing new customers and continued management
focus on improving operational efficiencies.
The Zimbabwean operations, Megapak and CMB, exceeded growth expectations
producing double digit growth in revenue driven by higher volume demand
and improved exports to neighbouring countries. Volume grew by 32% and
trading profit increased, raising the overall trading margin for the
Plastics division to 4.3% from 3.6%.
Paper
The Paper division performed well during the year as its profitability
improved by 29% to produce a trading profit of R229 million (2017: R177
million) on the back of a strong performance in Zimbabwe and Nigeria.
Revenue was flat at R1.5 billion (2017: R1.5 billion).
Hunyani experienced good volume growth driven by higher customer demand
and an increased tobacco crop in the second half. Trading profit improved
significantly as a result of additional volume and effective cost saving
initiatives, lifting the overall trading margin for the Paper division.
While liquidity remains a challenge in Zimbabwe, robust trading is expected
to continue as long as Nampak Zimbabwe is able to source and supply raw
materials. To date, raw materials have been successfully sourced in
collaboration with customers, to ensure continuous supply in this market.
Credit extension by other Nampak entities to Nampak Zimbabwe is closely
managed to ensure no further increases.
Cartons in Nigeria performed well with good volume and revenue growth in
local currency. Volumes remain buoyant on the back of stable demand from
the key customer and other cigarette and commercial customers. This
performance was moderated to single digit revenue growth upon translation
as the Rand strengthened by 24% on average for the period against the Naira.
Cost saving and efficiency improvement initiatives at the plant further
contributed to trading margin improvement in excess of revenue growth and
contributed to the higher overall trading margin for the division. A contract
with a key customer was renewed for a further two year period and this
further solidifies the future performance of this business.
East African operations were restructured towards the end of the previous
year with Zambia operating as the hub for conical cartons and Zimbabwe for
tobacco cases. Malawi now sources semi-finished goods from these two countries
and packs them for this market. This revised structure has resulted in
improved cost savings during the year as the region is serviced collectively
and will also drive operational efficiencies going forward.
Zambia is already benefiting from the change in strategy and volume demand
is on an upward trajectory, coming off a lower base the previous year. The
shift in focus, from an anchor customer to a wider base of independent brewers,
has led to exponential growth in the number of customers serviced and the
business continues to target new customers. This strategy is further supported
by the Government drive to ban the sale of opaque beer in bulk in the country.
Trading margins have improved by double digits as a result.
Bullpak in Kenya experienced a challenging year on volume demand as market
dynamics shifted unfavourably on various fronts. Efficient cost containment
in response to the unpredictable market led to improved trading profits.
Discontinued operation
Glass
Revenue grew by 3% despite flat volume growth limited by capacity constraints.
Operationally, the plant's performance continues to improve and production
output rose by 11% for the year. As a decision to dispose of Glass was taken
in March 2018, in terms of IFRS 5: Non-current assets held for sale and
discontinued operations at a Group level depreciation ceased from 1 April
2018. At a Group level trading profit (excluding depreciation) decreased by
60% to R18 million (restated 2017: R45 million). At a divisional level, this
operation reported a trading loss (including depreciation) of R75 million for
the year (2017: R63 million trading profit). Electricity supply from Ekurhuleni
has improved in recent months, after ongoing fluctuations and supply disruption
throughout the winter months. While significantly better, electricity supply
still remains inconsistent. The rotary uninterruptible power supply system has
functioned well to mitigate these interruptions. While the overall glass market
is estimated to have grown by low single digits, demand is anticipated to remain
strong. The Glass division's growth remains dependent on its ability to meet demand.
A further R677 million (2017: R435 million) of this division's assets were impaired
in 2018 comprising R665 million impairment based on a value-in-use valuation model
and R12 million for moulds. The valuation model is highly sensitive to changes in key
variables - the pack-to-melt ratio, various profitability ratios, growth rates, the
extent and timing of capital expenditure and working capital assumptions as well as
the discount rate - which have been rigorously reviewed.
The proposed disposal of this division is progressing as planned and according
to schedule. The detailed due diligence processes have commenced with offers
being evaluated.
Trading performance by region is as follows:
Trading Trading
Revenue profit margin (%)
R million 2018 2017 2018 2017 2018 2017
South Africa 10 085 9 883 865 846 8.6 8.6
Rest of Africa 5 878 6 083 1 297 1 256 22.1 20.6
Europe 1 347 1 436 5 (64) 0.4 (4.5)
Corporate services - - (197) (116) - -
Continuing operations 17 310 17 402 1 970 1 922 11.4 11.0
Discontinued operation:
South Africa (Glass) 1 456 1 420 18 45 1.2 3.2
Group total 18 766 18 822 1 988 1 967 10.6 10.4
Outlook
The outlook in South Africa is challenging and demand driven. Consumer spending
is under pressure in light of inflationary pressures from the recent VAT increase,
ongoing fuel and electricity increases, as well as the recent recession. In
response to expected subdued demand in the short term, Nampak will continue to
focus on improving operational efficiencies in order to mitigate these demand
pressures. The entry of the second beverage competitor is expected to lead to
additional volume losses in 2019 by Bevcan SA, while DivFood is expected to
recover some volumes for meat cans. The focus for the Plastics division will be
to continue to evaluate its businesses for optimisation and look to progress
the second phase of the turnaround plan to improve profitability.
Nampak remains very positive about business prospects in Nigeria and will focus
on expanding its product offering by investing in a new beverage can size (500ml)
and investing in a food can line to service its significant consumer base in the
medium term. The macroeconomic environment is beginning to improve and gradually
accelerating growth is expected in the short to medium term for Nigeria.
Prospects for an economic recovery in Angola are solid after the devaluation of
the Kwanza. Whilst demand remains relatively strong in Zimbabwe, liquidity
continues to be a concern and Nampak will supply customers to the extent that
foreign currency is availed to secure raw materials. The Rest of Africa's
operations will continue to be reviewed for rationalisation opportunities in
order to service these markets more profitably.
Market share growth is a priority for the Plastics UK business and management
will continue to focus on obtaining new dairy customers coupled with expanding
Nampak's product offering.
To summarise, efficiency improvements, cost containment and targeting new
market segments will be key focus areas for 2019 to drive improved profitability
and better returns going forward.
Dividend
The board has decided not to resume dividends to shareholders until the
sustainability of cash transfers from Angola and Zimbabwe is assured and
the disposal of the Glass business is finalised. The board will evaluate
the various options available with a view to enhancing shareholder value.
Events after the reporting date
On 1 October 2018 the Zimbabwe Reserve Bank announced the splitting of the
Zimbabwean RTGS (real time gross settlement) notes and foreign currency accounts.
This has led to consideration of whether the functional currency of the
Zimbabwean operations has changed from US Dollars to a local Zimbabwean currency.
In the event of such a change on the functional currency this may lead to a
revaluation of assets and liabilities in Zimbabwe.
On behalf of the board
PM Surgey AM de Ruyter GR Fullerton
Chairman Chief executive officer Chief financial officer
Bryanston
26 November 2018
Summarised consolidated statement of comprehensive income
Restated
R million Notes 2018 2017
Revenue 17 309.8 17 401.8
Operating profit 3 1 522.9 1 430.2
Finance costs (465.2) (339.1)
Finance income 244.3 117.7
Share of net profit from associates and
joint venture 5.8 0.1
Profit before tax 1 307.8 1 208.9
Income tax expense (139.5) (304.0)
Profit for the year from continuing
operations 1 168.3 904.9
Discontinued operation
Loss for the year from discontinued
operation 4,1 (599.2) (548.9)
Profit for the year 569.1 356.0
Other comprehensive income/(expense),
net of tax
Items that will not be reclassified to
profit or loss
Net actuarial gain from retirement benefit
obligations 34.4 19.5
Items that may be reclassified subsequently
to profit or loss
Exchange gain/(loss) on translation of
foreign operations 217.4 (122.1)
Gain/(loss) on cash flow hedges 51.7 (14.1)
Other comprehensive income/(expense) for
the year, net of tax 303.5 (116.7)
Total comprehensive income for the year 872.6 239.3
Profit attributable to:
Owners of Nampak Limited 489.2 234.8
Non-controlling interest in subsidiaries 79.9 121.2
Total 569.1 356.0
Total comprehensive income attributable to:
Owners of Nampak Limited 769.9 120.3
Non-controlling interest in subsidiaries 102.7 119.0
Total 872.6 239.3
Earnings per share
Basic (cents per share)
Continuing operations 169.2 122.3
Discontinued operation (93.2) (85.7)
Total 76.0 36.6
Diluted (cents per share)
Continuing operations 168.4 121.9
Discontinued operation (92.7) (85.4)
Total 75.7 36.5
Summarised consolidated statement of financial position
Restated*
30 Sep 30 Sep
R million Notes 2018 2017
Assets
Non-current assets
Property, plant, equipment and investment
property 8 177.0 10 151.4
Goodwill and other intangible assets 3 708.0 3 568.8
Associates and joint ventures 35.3 21.8
Deferred tax assets 173.5 49.3
Liquid bonds and other loan receivables 6 1 787.9 1 164.0
13 881.7 14 955.3
Current assets
Inventories 3 205.6 3 980.3
Trade and other current receivables 3 071.0 2 761.0
Tax assets 14.1 17.3
Liquid bonds and other loan receivables -
current 6 450.6 882.1
Bank balances and deposits 2 844.8 2 385.0
9 586.1 10 025.7
Assets classified as held for sale 2 446.3 -
Total assets 25 914.1 24 981.0
Equity and liabilities
Capital and reserves
Share capital 35.5 35.5
Capital reserves (70.3) (116.4)
Other reserves 200.0 (84.4)
Retained earnings 9 975.1 9 476.9
Shareholders' equity 10 140.3 9 311.6
Non-controlling interest 472.2 369.5
10 612.5 9 681.1
Non-current liabilities
Loans and other borrowings 8 023.1 6 007.2
Retirement benefit obligations 1 478.4 1 558.0
Deferred tax liabilities 168.1 294.5
Other non-current liabilities 98.6 64.8
9 768.2 7 924.5
Current liabilities
Trade payables, provisions and other
current payables 4 195.3 4 517.1
Tax liabilities 45.5 82.6
Loans, other borrowings and bank
overdrafts 990.0 2 775.7
5 230.8 7 375.4
Liabilities directly associated with
assets classified as held for sale 4 302.6 -
Total equity and liabilities 25 914.1 24 981.0
* Refer note 2.
Summarised consolidated statement of cash flows
30 Sep 30 Sep
R million Notes 2018 2017
Cash generated from operations before
working capital changes 2 272.2 2 395.1
Working capital changes (676.9) (326.8)
Cash generated from operations 7,1 1 595.3 2 068.3
Net interest paid (458.1) (405.8)
Retirement benefits, contributions and
settlements (145.2) (119.1)
Income tax paid (170.8) (152.7)
Cash flows from operations 821.2 1 390.7
Dividends paid (0.1) (0.1)
Net cash generated from operating
activities 821.1 1 390.6
Cash flows from investing activities
Capital expenditure (536.4) (735.3)
Replacement (359.8) (377.0)
Expansion (176.6) (358.3)
Net proceeds on the disposal of business - 57.8
Post retirement medical aid buy-out (1.8) (569.2)
Increase in liquid bonds for hedging
purposes (6.9) (1 336.5)
Other investing activities 47.8 12.0
Net cash utilised in investing activities (497.3) (2 571.2)
Net cash generated/(utilised) before
financing activities 323.8 (1 180.6)
Net cash raised from/(repaid in)
financing activities 1 659.7 (238.4)
Net increase/(decrease) in cash and cash
equivalents 7,2 1 983.5 (1 419.0)
Net (overdraft)/cash and cash equivalents
at beginning of year (168.8) 1 224.5
Translation of cash in foreign
subsidiaries 22.1 25.7
Net cash and cash equivalents/(overdraft)
at end of year 7,3 1 836.8 (168.8)
Summarised consolidated statement of changes in equity
R million 2018 2017
Opening balance 9 681.1 9 444.5
Shares issued during the year 6.5 11.8
Share-based payment expense 4.0 5.0
Share grants exercised (6.5) (11.7)
Treasury shares disposed 54.9 -
Acquisition of business - (7.7)
Total comprehensive income for the year 872.6 239.3
Dividends paid (0.1) (0.1)
Closing balance 10 612.5 9 681.1
Comprising:
Share capital 35.5 35.5
Capital reserves (70.3) (116.4)
Share premium 268.9 262.4
Treasury shares (515.8) (557.9)
Share-based payments reserve 176.6 179.1
Other reserves 200.0 (84.4)
Foreign currency translation reserve 1 569.6 1 375.0
Financial instruments hedging reserve 56.4 4.7
Recognised actuarial losses (1 412.7) (1 447.1)
Share of non-distributable reserves in associates
and joint ventures 3.7 -
Other (17.0) (17.0)
Retained earnings 9 975.1 9 476.9
Shareholders' equity 10 140.3 9 311.6
Non-controlling interest 472.2 369.5
Total equity 10 612.5 9 681.1
Notes
1. Basis of preparation
The summarised consolidated financial statements are derived from the
consolidated financial statements approved by the directors on 26
November 2018. They are prepared in accordance with the requirements of
the JSE Limited Listings Requirements for preliminary reports, and the
requirements of the Companies Act of South Africa applicable to summarised
consolidated 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), the SAICA Financial Reporting
Guides as issued by the Accounting Practices Committee and the 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 consolidated financial statements and the summarised consolidated
financial statements have been prepared under the supervision of the
chief financial officer, GR Fullerton CA(SA).
2. Accounting policies and restated comparatives
The accounting policies applied in the preparation of the consolidated
financial statements for 2018, from which the summarised consolidated
financial statements were derived, are in terms of IFRS and are consistent
with the accounting policies adopted and methods of computation used in
the preparation of the previous year's consolidated financial statements.
New and revised International Financial Reporting Standards in issue and
effective for the current financial year
The Group adopted all amendments or improvements to standards or
interpretations that became effective during the current financial year
with no effect on the financial statements of the Group. No new standards
were effective for the current financial year and the Group did not elect
to adopt any of these standards earlier than their effective dates.
New and revised International Financial Reporting Standards in issue but
not yet effective for the current financial year
At the date of authorisation of these consolidated financial statements,
the following standards were in issue but not yet effective for the current
year and have not been early adopted.
These standards will be effective for annual periods beginning after the
dates listed below:
IFRS 9: Financial Instruments
The standard is effective for years commencing on or after 1 January
2018. The standard will be adopted by the Group for the financial
reporting period commencing 1 October 2018.
IFRS 9 provides guidance on the classification, measurement and recognition
of financial assets and financial liabilities and replaces IAS 39. The
standard establishes three measurement categories for financial assets:
amortised cost, fair value through other comprehensive income and fair
value through profit and loss. Classification of financial assets into
these categories is dependent on the entity's business model and the
characteristics of the contractual cash flows of the specific financial
asset. There were no significant changes to the classification guidance
for financial liabilities.
IFRS 9 introduces a new expected credit loss impairment model that replaces
the incurred loss impairment model used in IAS 39.
The Group will have to design impairment models incorporating new principles
such as 12 months expected credit loss, life time expected credit loss,
forward-looking information and time value of money in order to comply
with expected credit loss impairments under IFRS 9. The Group has performed
a preliminary assessment, the results thereof indicate that an adjustment
to the opening balance of retained earnings and the impairment provision
of approximately R87 million, primarily related to the Angolan kwanza bonds,
is required for the 2019 financial year.
IFRS 15: Revenue From Contracts With Customers
The standard is effective for years commencing on or after 1 January
2018. The standard will be adopted by the Group for the financial reporting
period commencing 1 October 2018.
IFRS 15 requires an entity to recognise revenue in such a manner as to depict
the transfer of the goods or services to customers, at an amount representing
the consideration to which the entity expects to be entitled in exchange for
those goods or services. The standard has a five step process to be applied
to all contracts with customers. The standard provides guidance for
identifying the contract with the customer, identification of the
deliverables (performance obligations), determination of the transaction
price (including the treatment of variability in the transaction price and
significant financing components), how to allocate the transaction price
and when to recognise revenue.
The Group has assessed its significant contracts with customers in line
with the new standard and notes that the treatment of contracts with
variable pricing will be altered under IFRS 15, however no material impacts
are otherwise expected with respect to revenue measurement and timing.
IFRS 16: Leases
The standard is effective for years commencing on or after 1 January
2019. The standard will be adopted by the Group for the financial
reporting period commencing 1 October 2019.
IFRS 16 requires a lessee to recognise a right of use asset and lease
obligations for all leases except for short term leases, or leases of
low value assets which may be treated similarly to operating leases
under the current standard IAS 17 if the exceptions are applied. A
lessee measures its lease obligation at the present value of future
lease payments, and recognises a right of use asset initially measured
at the same amount as the lease obligation including costs directly
related to entering into the lease. Right of use assets are subsequently
treated in a similar way to other assets such as property, plant and
equipment or intangible assets dependent on the nature of the underlying
item.
The Group has assessed a majority of its significant lease agreements,
in particular those relating to property rentals, and the preliminary
assessment indicates that material adjustments to non-current assets,
non-current liabilities and EBITDA are to be expected as a result of
the new standard. The current estimate of the impact of adopting IFRS
16 on the 2018 reported numbers is as follows:
* increase in net assets: R408 million;
* increase in EBITDA: R202 million;
* decrease in profit for the period: R34 million.
Management continues to assess the implications of the remaining
individually insignificant lease agreements in which the Group is the
lessee which may cause the final impact to differ from the estimates
provided above.
The Group is still to make a decision on the application of exceptions
related to short term and low value asset leases.
Restatement of comparatives
The comparatives to the summarised statement of comprehensive income
have been restated for the impact of the Nampak Glass division being
recognised as a discontinued operation during the year. Refer note 4.
The main impact of these restatements is as follows:
R million 2017
Revenue - decrease (1 419.9)
Operating profit - increase 469.2
Finance costs - decrease 169.7
Profit before tax - increase 638.9
Income tax expense - increase (90.0)
Profit for the year from continuing operations - increase 548.9
Loss for the year from discontinued operation - increase (548.9)
Profit for the year -
Earnings per share - continuing operations
Earnings per share (cents) - increase 85.7
Diluted earnings per share (cents) - increase 85.4
The comparatives to the statement of financial position (September 2017)
have been restated for intergroup royalties receivable of R248.9 million
presented in trade and other current receivables in error. These have
been moved to trade and other current payables where the matching
intergroup royalties were presented.
3. Included in operating profit are:
R million 2018 2017
Depreciation 545.9 587.8
Amortisation 23.1 18.4
Reconciliation of operating profit and
trading profit1
Operating profit 1 522.9 1 430.2
Net abnormal losses2 447.1 491.3
Net impairment losses on property, plant and
equipment 7.0 232.5
Devaluation loss arising from Angolan and
Nigerian exchange rate movements 126.6 160.0
Retrenchment and restructuring costs 95.6 73.1
Cash transfer and liquid bond disposal losses 73.0 -
Onerous contract and related losses 99.7 81.8
Remediation and related activities pertaining to
sale and leaseback properties 63.9 -
Profit on disposal of properties (12.4) (3.0)
Net profit on disposal of investment and business - (25.4)
Gain on acquisition of investment and business (6.0) (27.0)
Other (0.3) (0.7)
Trading profit 1 970.0 1 921.5
1 Trading profit is the main measure of profitability used for segmental
reporting purposes.
2 Abnormal losses/(gains) are defined as losses/(gains) which do not
arise from normal trading activities or are of such size, nature or
incidence that their disclosure is relevant to explain the performance
for the year.
4. Discontinued operation and disposal group held for sale
4.1 Discontinued operation - Nampak Glass division
On 16 February 2018, the Nampak Limited board (board) took a decision
to dispose of the Nampak Glass division (Nampak Glass). The Group met
the criteria of IFRS 5: Non-current Assets Held for Sale and Discontinued
Operations as at 31 March 2018 and therefore classified the asset as held
for sale and as a discontinued operation at that date. The asset consists
of three furnaces, nine associated production lines, net working capital
and the property at which the operation is located. To ensure the long
term profitability of Nampak Glass and to address the operational skills
gap, the board resolved to approach packaging industry players to invite
proposals for the sale of this business. Exploratory discussions have been
held with a number of strategic players with a formal corporate finance
disposal process currently in progress. It is expected that this disposal
will be concluded by no later than the end of the first half of the 2019
financial year. Nampak Glass is the only operation in the Glass operating
segment.
An impairment loss of R665.0 million was recognised at 30 September 2018
on these assets in consideration of their fair value less expected
realisation costs at this date.
Results of the discontinued operation
R million 2018 2017
Revenue 1 456.5 1 419.9
Operating expenses other than depreciation,
amortisation and impairment expenses (1 313.7) (1 228.6)
EBITDA* 142.8 191.3
Depreciation and amortisation (124.8) (225.2)
Impairment of plant, goodwill, other
intangible assets and assets classified as
held for sale (677.3) (435.3)
Net finance costs (173.4) (169.7)
Loss before tax (832.7) (638.9)
Attributable income tax benefit 233.5 90.0
Loss for the year from discontinued operation (599.2) (548.9)
* EBITDA is calculated before net impairments.
Cash flows of the discontinued operation
Net cash flows from operating activities 89.2 98.1
Net cash flows from investing activities (91.7) (177.6)
Net cash flows (2.5) (79.5)
The major classes of assets and liabilities of the discontinued operation
at the end of the year are as follows:
R million 2018
Property, plant and equipment 1 125.6
Intangible assets 2.5
Inventories 631.1
Trade and other current receivables 310.4
Assets classified as held for sale 2 069.6
Trade and other current payables 202.5
Liabilities directly associated with assets classified as
held for sale 202.5
Net operating assets 1 867.1
4.2 Disposal groups held for sale - Megapak Crates and Drums businesses
On 30 May 2018, the Nampak Limited board (board) took a decision to
dispose of the Megapak business consisting of the Crates and Drums
businesses. The Group met the criteria of IFRS 5: Non-current Assets
Held for Sale for these businesses as at 30 May 2018 and 31 July 2018
respectively, and therefore classified these businesses as disposal
groups held for sale at these dates. The assets for these disposal
groups consist of blow molder and large Injection machines and
associated utilities respectively, as well as net working capital.
To ensure the long term profitability of the Drums and Crates businesses
and to address strategic alignment, the board resolved to approach
packaging industry players to invite proposals for their sale. Exploratory
discussions have been held with a formal corporate finance disposal
process currently in progress. It is expected that the sale agreements on
these disposals will be concluded by no later than the end of the first
half of the 2019 financial year.
The major classes of assets and liabilities of the disposal groups at the
end of the year are as follows:
R million 2018
Property, plant and equipment 133.9
Inventories 75.2
Trade and other current receivables 167.6
Assets classified as held for sale 376.7
Trade and other current payables 100.1
Liabilities directly associated with assets classified as
held for sale 100.1
Net operating assets 276.6
5. Determination of headline earnings
R million 2018 2017
Continuing operations
Profit attributable to equity holders of the
company for the year 1 088.4 783.7
Less: preference dividend (0.1) (0.1)
Basic earnings 1 088.3 783.6
Adjusted for:
Net impairment losses on property, plant and
equipment 7.0 232.5
Net gain on disposal of investment and business - (25.4)
Gain on acquisition of investment and business (6.0) (27.0)
Net profit on disposal of property, plant,
equipment and intangible assets (9.4) (9.1)
Tax effects and outside shareholders' interest 5.7 (17.4)
Headline earnings for the year 1 085.6 937.2
Headline earnings per share (cents) 168.7 146.3
Diluted headline earnings per share (cents) 168.0 145.8
Continuing and discontinued operations
Profit attributable to equity holders of the
company for the year 489.2 234.8
Less: preference dividend (0.1) (0.1)
Basic earnings 489.1 234.7
Adjusted for:
Net impairment losses on property, plant,
equipment, goodwill, other intangible assets and
assets classified as held for sale 684.3 667.8
Net gain on disposal of investment and business - (25.4)
Gain on acquisition of investment and business (6.0) (27.0)
Net profit on disposal of property, plant,
equipment and intangible assets (9.4) (7.4)
Tax effects and outside shareholders' interest (183.9) (49.9)
Headline earnings for the year 974.1 792.8
Headline earnings per share (cents) 151.4 123.8
Diluted headline earnings per share (cents) 150.7 123.4
6. Liquid bonds and other loan receivables
R million 2018 2017
Liquid bonds1 2 165.8 1 954.0
Equipment sales receivables2 46.0 68.7
Other loan receivables 26.7 23.4
Total liquid bonds and other loan receivables 2 238.5 2 046.1
Less: amounts receivable within one year
reflected as current 450.6 882.1
Liquid bonds 435.3 867.0
Equipment sales receivables 9.0 10.7
Other loan receivables 6.3 4.4
Net non-current liquid bonds and other loan
receivables 1 787.9 1 164.0
1 Liquid bonds relate to US dollar indexed Angolan Kwanza bonds. As at
30 September the Angolan Kwanza equivalent of USD153.1 million (2017:
USD144.1 million) had been hedged through these bonds in order to
protect the Group against further Angolan Kwanza devaluation. Interest
rates earned are between 5.0% to 7.8%.
2 Equipment sales receivables are repayable from 2019 to 2025. Interest
rates earned are between 7.0% and 14.4%.
7. Summarised Group statement of cash flows analysis
7.1 Reconciliation of profit before tax to cash generated from
operations (continuing and discontinued operations)
R million 2018 2017
Profit before taxation 475.1 570.0
Continuing operations 1 307.8 1 208.9
Discontinued operations (832.7) (638.9)
Adjustment for:
Depreciation and amortisation 693.8 831.4
Net profit on disposal of property, plant,
equipment, intangible assets, investment and
business (9.4) (32.8)
Financial instruments fair value adjustment (45.7) (62.7)
Gain on acquisition of investment and business (6.0) (27.0)
Net defined benefit plan expense 86.1 50.5
Impairment losses 723.4 672.6
Reversal of impairment losses (39.1) (4.8)
Share of net profit in associates and joint
ventures (5.8) (0.1)
Share-based payments expense 5.5 6.9
Net finance costs 394.3 391.1
Cash generated from operations before working
capital changes 2 272.2 2 395.1
Net working capital changes (676.9) (326.8)
Decrease/(increase) in inventories 106.7 (621.4)
(Increase)/decrease in trade and other current
receivables (637.2) 167.7
(Decrease)/increase in trade and other current
payables (146.4) 126.9
Cash generated from operations 1 595.3 2 068.3
7.2 Movement in cash and cash equivalents
R million 2018 2017
Net increase/(decrease) in cash and cash
equivalents per statement of cash flows 1 983.5 (1 419.0)
Add back non-operational items:
Post-retirement medical aid buy-out 1.8 569.2
Increase in liquid bonds for hedging purposes 6.9 1 336.5
Net increase in cash and cash equivalents
adjusted 1 992.2 486.7
7.3 Net cash and cash equivalents/(overdraft)
at end of year
R million 2018 2017
Bank balances and deposits* 2 844.8 2 385.0
Bank overdrafts (1 008.0) (2 553.8)
1 836.8 (168.8)
* Included in bank balances and deposits are balances relating to
Nampak Zimbabwe Limited of R1.2 billion (USD84.7 million) which is
regarded as restricted.
8. Carrying amount of financial instruments
The carrying amounts of financial instruments as presented on the
statement of financial position are measured as follows:
R million 2018 2017
At fair value - level 2
Financial assets
Derivative financial assets1 81.7 19.1
Financial liabilities
Derivative financial liabilities1 22.6 22.6
At amortised cost
Financial assets 8 229.4 7 266.6
Non-current liquid bonds and other loan
receivables 1 787.9 1 164.0
Trade and other current receivables2 3 146.1 2 835.5
Current liquid bonds and other loan receivables 450.6 882.1
Bank balances and deposits 2 844.8 2 385.0
Financial liabilities 13 089.6 13 166.7
Non-current loans and borrowings 8 023.1 6 007.2
Trade and other current payables3 4 076.5 4 383.8
Current loans, other borrowings and bank
overdrafts 990.0 2 775.7
1 Derivative financial assets and liabilities consist of forward exchange
contracts and commodity futures. Their fair values are determined using
the contract exchange rate at their measurement date, with the resulting
value discounted back to the present value.
2 Excludes derivative financial assets (disclosed separately) and
prepayments. Includes trade and other current receivables presented as
part of assets classified as held for sale.
3 Excludes derivative financial liabilities (disclosed separately) and
provisions. Includes trade and other current payables presented as part
of liabilities directly associated with assets classified as held for
sale.
9. Capital expenditure, commitments and contingent liabilities
R million 2018 2017
Capital expenditure 536.4 735.3
Replacement 359.8 377.0
Expansion 176.6 358.3
Capital commitments 478.6 589.9
Contracted 128.1 256.4
Approved not contracted 350.5 333.5
Lease commitments (including sale and
leaseback transaction) 3 071.8 3 585.5
Land and buildings 3 031.9 3 542.6
Other 39.9 42.9
Contingent liabilities - customer claims and
guarantees 17.4 6.8
10. Share statistics
2018 2017
Ordinary shares in issue (000) 689 812 689 404
Ordinary shares in issue - net of treasury
shares (000) 644 723 640 620
Weighted average number of ordinary shares
on which basic earnings and headline earnings
per share are based (000) 643 374 640 496
Weighted average number of ordinary shares on
which diluted basic earnings and diluted
headline earnings per share are based (000) 646 297 642 630
11. Key ratios and exchange rates
11.1 Key ratios
2018 2017
EBITDA* - continuing operations R million 2 098.9 2 268.9
Return on equity - continuing
operations % 11.2 8.5
Return on net assets - continuing
operations % 14.3 14.4
EBITDA: Interest cover - debt
covenants times 8.0 7.2
Current ratio times 2.2 1.3
Current ratio (including non-current
portion of liquid bonds) times 2.5 1.5
Acid test ratio times 1.6 0.8
Acid test ratio (including non-current
portion of liquid bonds) times 1.9 1.0
Net gearing % 37.0 45.0
Net debt: EBITDA - debt covenants times 2.3 2.3
Net debt: EBITDA - debt covenants
(including total liquid bonds) times 2.0 1.6
Net worth per ordinary share** cents 1 573 1 454
Tangible net worth per ordinary
share** cents 998 896
* EBITDA is calculated before net impairment losses.
** Calculated on ordinary shares in issue - net of treasury shares.
11.2 Exchange rates
Key currency conversion rates used for the years concerned were as follows:
2018 2017
Rand/UK pound
Average 17.61 16.96
Closing 18.43 18.17
Rand/Euro
Average 15.58 14.78
Closing 16.41 15.98
Rand/US dollar
Average 13.11 13.38
Closing 14.14 13.56
Naira/US dollar
Average 360.61 321.90
Closing 362.79 358.99
Kwanza/US dollar
Average 222.09 171.74
Closing 300.72 171.75
12. Related party transactions
Group companies, in the ordinary course of business, entered into various
purchase and sale transactions with associates, joint ventures and other
related parties. The effect of these transactions, being not significant,
is included in the financial results of the Group.
13. Subsequent events
On 1 October 2018 the Zimbabwean Reserve Bank announced the splitting of
the Zimbabwean RTGS (real time gross settlement) notes and foreign currency
accounts. This has led to consideration of whether the functional currency
of the Zimbabwean operations has changed from US dollars to a local Zimbabwe
currency. In the event of this change in their functional currency, this may
lead to a revaluation of assets and liabilities in Zimbabwe.
14. Independent auditor's opinion
The auditors, Deloitte & Touche, have issued their opinion on the consolidated
financial statements for the year ended 30 September 2018, as well as these
summarised consolidated financial statements. The audit was conducted in
accordance with International Standards on Auditing. They have issued an
unmodified opinion. These summarised consolidated financial statements have
been derived from the consolidated financial statements and are consistent
in all material respects with the consolidated financial statements.
The directors take full responsibility for the preparation of the summarised
consolidated financial results and confirm that the financial information has
been correctly extracted from the underlying audited consolidated financial
statements.
Copies of their audit report and the consolidated financial statements are
available for inspection at the company's registered office.
Any reference to future financial performance included in this announcement,
has not been reviewed or reported on by the company's auditors.
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 that report together with the accompanying
financial information from the issuer's registered office.
Independent auditor's report on summarised financial statements
To the shareholders of Nampak Limited
Opinion
The summarised consolidated financial statements of Nampak Limited, which comprise
the summarised consolidated statement of financial position as at 30 September 2018,
the summarised consolidated statements of comprehensive income, changes in equity and
cash flows for the year then ended, and related notes, are derived from the
audited consolidated financial statements of Nampak Limited for the year ended
30 September 2018.
In our opinion, the accompanying summarised consolidated financial statements are
consistent, in all material respects, with the audited consolidated financial
statements of Nampak Limited, in accordance with the requirements of the JSE
Limited Listings Requirements for preliminary reports, set out in note 1 to the
summarised consolidated financial statements, and the requirements of the Companies
Act of South Africa as applicable to summarised financial statements.
Summarised consolidated financial statements
The summarised consolidated financial statements do not contain all the disclosures
required by the International Financial Reporting Standards and the requirements
of the Companies Act of South Africa as applicable to annual financial statements.
Reading the summarised consolidated financial statements and the auditor's report
thereon, therefore, is not a substitute for reading the audited consolidated
financial statements of Nampak Limited and the auditor's report thereon.
The audited consolidated financial statements and our report thereon
We expressed an unmodified audit opinion on the audited consolidated financial
statements in our report dated 26 November 2018. That report also includes the
communication of other key audit matters as reported in the auditor's report of
the audited financial statements.
Directors' responsibility for the summarised consolidated financial statements
The directors are responsible for the preparation of the summarised consolidated
financial statements in accordance with the requirements of the JSE Limited
Listings Requirements for preliminary reports, set out in note 1 to the summarised
consolidated financial statements, and the requirements of the Companies Act of
South Africa as applicable to summarised financial statements, and for such internal
control as the directors determine is necessary to enable the preparation of the
summarised consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
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), 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.
Auditor's responsibility
Our responsibility is to express an opinion on whether the summarised consolidated
financial statements are consistent, in all material respects, with the consolidated
audited financial statements based on our procedures, which were conducted in
accordance with International Standard on Auditing (ISA) 810 (Revised), Engagements
to Report on Summary Financial Statements.
Deloitte & Touche
Registered Auditors
Per: Trushar Kalan
Partner
26 November 2018
Buildings 1 and 2, Deloitte Place, The Woodlands Office Park, Woodlands Drive,
Woodmead, Sandton
Administration
Independent non-executive directors
PM Surgey (appointed Chairman with effect from 10 October 2018), RC
Andersen, E Ikazoboh, RJ Khoza, J John, NV Lila, PM Madi, IN Mkhari, TT Mboweni
(resigned as Chairman with effect from 10 October 2018)
Executive directors
AM de Ruyter (Chief executive officer), GR Fullerton (Chief financial
officer), MMF Seleoane (Group human resources director)
Secretary
IH van Lochem
Registered office
Nampak House, Hampton Office Park, 20 Georgian Crescent East, Bryanston,
Sandton, 2191, South Africa
(PO Box 69983, Sandton, 2021, South Africa) Telephone +27 11 719 6300
Share registrar
Computershare Investor Services (Pty) Limited, Rosebank Towers,
15 Biermann Avenue, Rosebank, 2196, South Africa
(PO Box 61051, Marshalltown, 2107, South Africa) Telephone +27 11 370 5000
Sponsor
UBS South Africa (Pty) Limited
Website http://www.nampak.com
Disclaimer
We may make statements that are not historical facts and relate to analyses and
other information based on forecasts of future results and estimates of amounts
not yet determinable. These are forward-looking statements as defined in the U.S.
Private Securities Litigation Reform Act of 1995. Words such as believe,
anticipate, expect, intend, seek, will, plan, could, may, endeavour and project
and similar expressions are intended to identify such forward-looking statements,
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nature, forward-looking statements involve inherent risks and uncertainties, both
general and specific, and there are risks that predictions, forecasts, projections
and other forward-looking statements will not be achieved.
If one or more of these risks materialise, or should underlying assumptions
prove incorrect, actual results may be very different from those anticipated.
The factors that could cause our actual results to differ materially from the
plans, objectives, expectations, estimates and intentions in such forward-looking
statements are discussed in each year's annual report. Forward-looking statements
apply only as of the date on which they are made, and we do not undertake other
than in terms of the Listings Requirements of the JSE Limited, to update or
revise any statement, whether as a result of new information, future events or
otherwise. All profit forecasts published in this report are unaudited. Investors
are cautioned not to place undue reliance on any forward- looking statements
contained herein.
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