Wrap Text
Unaudited Results For The Six Months Ended 31 August 2018
PSG Group Limited
Incorporated in the Republic of South Africa
Registration number: 1970/008484/06
JSE Ltd (“JSE”) share code: PSG
ISIN code: ZAE000013017
(“PSG Group” or “PSG” or “the company” or “the group”)
PSG Financial Services Limited
Incorporated in the Republic of South Africa
Registration number: 1919/000478/06
JSE share code: PGFP
ISIN code: ZAE000096079
(“PSG Financial Services”)
UNAUDITED RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2018
• Recurring earnings up 22% to R5.03 per share
• Sum-of-the-parts value of R262.80 per share as at 12 October 2018
• Interim dividend up 10% to R1.52 per share
OVERVIEW
PSG Group is an investment holding company consisting of underlying investments that
operate across a diverse range of industries, which include banking, financial services,
education and food and related business, as well as early-stage investments in select growth
sectors. PSG’s market capitalisation (net of treasury shares) is approximately R47bn.
PERFORMANCE
The two key benchmarks used by PSG to measure performance are sum-of-the-parts (“SOTP”) value
and recurring earnings per share, as long-term growth in PSG’s SOTP value and share price should
depend on, inter alia, sustained growth in the recurring earnings per share of our underlying
investments.
SOTP
The calculation of PSG’s SOTP value is simple and requires limited subjectivity as more than
90% of the value is calculated using JSE-listed share prices, while other investments are
included at market-related valuations. At 31 August 2018, the SOTP value per PSG share was
R272.94 (28 February 2018: R255.17), representing a 7% increase. At 12 October 2018, it was
R262.80 per share. The five-year compound annual growth rate (“CAGR”) of PSG’s SOTP value per
share and share price at 31 August 2018 was 28% and 27%, respectively.
28 Feb 28 Feb 31 Aug 12 Oct
2017 2018 2018 2018 Share Five-year
Asset/(liability) Rm Rm Rm Rm of total CAGR^^
Capitec* 25 727 29 540 35 582 35 116 59% 40%
PSG Konsult* 6 084 7 048 7 858 7 882 13% 23%
Curro* (incl. Stadio until
unbundling in Oct 2017) 11 180 7 987 7 303 6 116 10% 10%
Zeder* 5 398 4 823 3 727 3 510 6% 4%
PSG Alpha 1 909 5 201 4 961 4 829 8% 26%
Stadio* (since
unbundling from Curro
in Oct 2017) 2 379 1 548 1 410
Other investments** 1 909 2 822 3 413 3 419
Dipeo** 812 535 255 68 1%
Other assets 3 586 2 603 2 143 2 075 3%
Cash^ 1 513 1 000 531 510
Pref investments and
loans receivable^ 2 002 1 558 1 563 1 529
Other^ 71 45 49 36
Total assets 54 696 57 737 61 829 59 596 100%
Perpetual pref funding* (1 350) (1 278) (1 289) (1 259)
Other debt^ (949) (949) (1 020) (1 029)
Total SOTP value 52 397 55 510 59 520 57 308
Shares in issue (net of
treasury shares) (m) 217.5 217.5 218.1 218.1
SOTP value per share (R) 240.87 255.17 272.94 262.80 28%
Share price (R) 251.43 217.50 225.04 216.27 27%
* Listed on the JSE ** SOTP value
^ Carrying value ^^ Based on share price/SOTP value per share
Note: PSG’s live SOTP containing further information is available at www.psggroup.co.za
Capitec remains PSG’s largest investment comprising 58% of its total SOTP assets as at
31 August 2018 (28 February 2018: 51%), and is the major contributor to PSG’s recurring earnings.
RECURRING EARNINGS
PSG’s recurring earnings per share increased by 22% to R5.03 (31 August 2017: R4.12) following
commendable performance from the majority of PSG’s core investments during the period under
review.
Year
Six months ended ended
31 Aug 31 Aug 28 Feb
2017 Change 2018 2018
Rm % Rm Rm
Capitec 628 756 1 369
PSG Konsult 147 174 348
Curro (incl. Stadio until unbundling
in Oct 2017) 61 77 110
Zeder 27 73 205
PSG Alpha (incl. Stadio since unbundling
in Oct 2017) 66 76 172
Dipeo (34) (31) (56)
PSG Corporate (18) (25) (7)
Other (mainly pref div income) 68 82 136
Recurring earnings before funding 945 25 1 182 2 277
Funding (net of interest income) (57) (96) (135)
Recurring earnings 888 22 1 086 2 142
Non-recurring items (107) 10 (186)
Headline earnings 781 40 1 096 1 956
Non-headline items 52 19 (42)
Attributable earnings 833 34 1 115 1 914
Non-recurring items comprise:
- Unrealised fair value losses on Dipeo’s
investment portfolio (98) (145) (131)
- Other* (9) 155 (55)
(107) 10 (186)
Weighted average number of shares in issue
(net of treasury shares) (m) 215.4 216.1 215.5
Earnings per share (R)
- Recurring 4.12 22 5.03 9.94
- Headline 3.63 40 5.07 9.08
- Attributable 3.86 34 5.16 8.88
Dividend per share 1.38 10 1.52 4.15
* PSG’s headline and attributable earnings per share increased by 40% and 34%, respectively,
mainly due to the aforementioned increase in recurring earnings, as well as a fair value gain
recognised by Zeder on its investment in Joy Wing Mau (previously known as Golden Wing Mau),
which is in process of being disposed of.
CAPITEC (30.7%)
Capitec is a South African retail bank focused on delivering simplified and affordable banking
solutions.
It reported a 20% increase in headline earnings per share for the period under review.
Capitec is listed on the JSE and its comprehensive results are available at www.capitecbank.co.za.
PSG KONSULT (61.4%)
PSG Konsult is a financial services company, focused on providing wealth management, asset
management and insurance solutions to clients.
It reported an 18% increase in recurring earnings per share for the period under review.
PSG Konsult is listed on the JSE and the Namibian Stock Exchange, and its comprehensive results
are available at www.psg.co.za.
CURRO (55.4%)
Curro is the largest provider of private school education in Southern Africa.
Its schools-only business (i.e. excluding Stadio’s results prior to its unbundling in
October 2017) reported a 22% increase in headline earnings per share for its six months
ended 30 June 2018.
Curro is listed on the JSE and its comprehensive results are available at www.curro.co.za.
ZEDER (43.8%)
Zeder is an investor in the broad agribusiness industry. Its largest investment is a 27%
interest in Pioneer Foods, comprising 49% of Zeder’s total SOTP assets.
It reported a 158% increase in recurring earnings per share for the period under review.
Both Zeder and Pioneer Foods are listed on the JSE and their respective comprehensive
results are available at www.zeder.co.za and www.pioneerfoods.co.za.
PSG ALPHA (98.1%)
PSG Alpha serves as incubator to identify and help build the businesses of tomorrow. Given
its nature, this portfolio is likely to yield volatile earnings, while providing optionality.
Its major investments include shareholdings in Stadio (44.1%), CA Sales (47.7%), Evergreen (50%)
and Energy Partners (54.1%).
PSG Alpha reported a 24% decline in recurring earnings per share for the period under review
following further investments in initially low earnings-yielding start-up businesses such as
Stadio and Evergreen.
DIPEO (49%)
Dipeo, a BEE investment holding company, is 51%-owned by the Dipeo BEE Education Trust of
which all beneficiaries are black individuals. The trust will use its share of the value
created in Dipeo to fund black students’ education.
Dipeo’s most significant investments include shareholdings in Curro (5.2%), Stadio (3.4%),
Pioneer Foods (4.3%), Quantum Foods (4.2%), Kaap Agri (20%) and Energy Partners (15.7%).
The investments in Pioneer Foods, Quantum Foods and Energy Partners remain subject to BEE
lock-in periods.
Dipeo’s SOTP value decreased to R521m as at 31 August 2018 (28 February 2018: R1 091m)
due to the decline in Pioneer Foods’ share price.
PROSPECTS
Despite obvious challenges, PSG remains positive about South Africa and the opportunities
it presents. We believe PSG’s investment portfolio is suitably positioned to continue
yielding above-average returns.
DIVIDENDS
Ordinary shares
PSG’s policy remains to pay up to 100% of available free cash flow as an ordinary dividend,
of which approximately one third is payable as an interim and the balance as a final
dividend at year-end. The directors have resolved to declare an interim gross dividend of
152 cents (2017: 138 cents) per share from income reserves for the six months ended
31 August 2018. PSG’s interim dividend increased by a lower percentage than its recurring
earnings per share due to continuous investment in early-stage non-dividend paying
investments.
The interim dividend amount, net of South African dividends tax of 20%, is 121.6 cents per
share for those shareholders that are not exempt from dividends tax. The number of ordinary
shares in issue at the declaration date is 231 976 198, and the income tax number of the
company is 9950080714.
The salient dates for this dividend distribution are:
Last day to trade cum dividend Tuesday, 6 November 2018
Trading ex-dividend commences Wednesday, 7 November 2018
Record date Friday, 9 November 2018
Payment date Monday, 12 November 2018
Share certificates may not be dematerialised or rematerialised between Wednesday,
7 November 2018, and Friday, 9 November 2018, both days inclusive.
Preference shares
The directors of PSG Financial Services declared a gross dividend of 421.67 cents per share
in respect of the cumulative, non-redeemable, non-participating preference shares for the
six months ended 31 August 2018, which was paid on Tuesday, 25 September 2018. The related
detailed announcement was disseminated on the JSE’s Stock Exchange News Service.
WEBCAST AND CONFERENCE CALL
PSG Group will be hosting a webcast and a conference call at 15h00 (South African time) on
Wednesday, 17 October 2018, to present the results to shareholders and the market.
To register for the webcast and/or the conference call, please follow the link(s) below.
Webcast details:
- View and listen mode, with a Q&A facility via online request
- Link: www.diamondpass.net/psg181017
Conference call details:
- Listen-only mode, with a Q&A facility via telephone
- Link: www.diamondpass.net/5403101
UNAUDITED SUMMARY INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Audited
Aug-18 Aug-17 Feb-18
6 months 6 months 12 months
Summary consolidated income statement Rm Rm Rm
Revenue from sale of goods 6 656 7 013 13 956
Cost of goods sold (5 354) (5 894) (11 934)
Gross profit from sale of goods 1 302 1 119 2 022
Income
Changes in fair value of biological assets 31 39 195
Investment income (note 7) 1 007 984 2 059
Fair value gains and losses (note 7) 3 206 1 479 1 758
Fair value adjustment to investment contract
liabilities (note 7) (1 787) (1 194) (1 670)
Fair value adjustment to third-party liabilities arising
on consolidation of mutual funds (note 7) (2 010) (1 256) (1 873)
Commission, school, net insurance and other fee income 3 625 2 999 6 799
Other operating income 131 198 277
4 203 3 249 7 545
Expenses
Insurance claims and loss adjustments, net of recoveries (302) (336) (629)
Marketing, administration and other expenses (4 207) (3 499) (7 283)
(4 509) (3 835) (7 912)
Net income from associates and joint ventures
Share of profits of associates and joint ventures 1 141 901 1 926
Loss on impairment of associates (8)
Net loss on sale/dilution of interest in associates (10) (20) (14)
1 131 881 1 904
Profit before finance costs and taxation 2 127 1 414 3 559
Finance costs (335) (256) (516)
Profit before taxation 1 792 1 158 3 043
Taxation (268) (137) (616)
Profit for the period 1 524 1 021 2 427
Attributable to:
Owners of the parent 1 115 833 1 914
Non-controlling interests 409 188 513
1 524 1 021 2 427
Unaudited Audited
Change Aug-18 Aug-17 Feb-18
Earnings per share and number of shares in issue % 6 months 6 months 12 months
Earnings per share (R)
- Recurring 22 5.03 4.12 9.94
- Headline (note 3) 40 5.07 3.63 9.08
- Attributable 34 5.16 3.86 8.88
- Diluted headline 41 4.99 3.55 8.90
- Diluted attributable 34 5.07 3.78 8.70
Number of shares (m)
- In issue 232.0 231.4 231.4
- In issue (net of treasury shares) 217.0 215.4 215.9
- Weighted average 216.1 215.4 215.5
- Diluted weighted average 217.6 218.3 217.9
Unaudited Audited
Aug-18 Aug-17 Feb-18
6 months 6 months 12 months
Summary consolidated statement of comprehensive income Rm Rm Rm
Profit for the period 1 524 1 021 2 427
Other comprehensive profit/(loss) for the period,
net of taxation 88 (24) (92)
Items that may be subsequently reclassified to
profit or loss
Currency translation adjustments 128 (13) (106)
Cash flow hedges 5 (3) (13)
Share of other comprehensive (losses)/income and
equity movements of associates (41) (21) 7
Items that may not be subsequently reclassified to
profit or loss
(Losses)/gains from changes in financial and demographic
assumptions of post-employment benefit obligations (4) 13 20
Total comprehensive income for the period 1 612 997 2 335
Attributable to:
Owners of the parent 1 153 795 1 847
Non-controlling interests 459 202 488
1 612 997 2 335
Unaudited Audited
Aug-18 Aug-17 Feb-18
Summary consolidated statement of financial position Rm Rm Rm
Assets
Property, plant and equipment^ 10 388 8 330 9 310
Intangible assets^ 4 526 3 307 3 825
Biological assets 494 468 558
Investment in ordinary shares of associates and
joint ventures 15 062 13 917 14 318
Investment in preference shares of/loans granted to
associates and joint ventures 183 247 149
Deferred income tax assets 340 220 245
Financial assets linked to investment contracts (note 7) 26 219 24 768 24 279
Cash and cash equivalents 6 55 1
Other financial assets 26 213 24 713 24 278
Other financial assets (note 7) 33 191 28 246 29 147
Inventory 1 824 1 565 1 723
Trade and other receivables (note 8) 4 997 4 473 4 492
Current income tax assets 77 80 90
Cash and cash equivalents 1 916 2 182 2 278
Non-current assets held for sale (note 15) 1 202 34 7
Total assets 100 419 87 837 90 421
Equity
Ordinary shareholders’ equity 17 609 16 392 17 143
Non-controlling interests 12 067 10 943 11 729
Total equity 29 676 27 335 28 872
Liabilities
Insurance contracts 489 525 543
Financial liabilities under investment contracts (note 7) 26 219 24 768 24 279
Borrowings 8 442 6 236 7 332
Other financial liabilities 89 104 113
Third-party liabilities arising on consolidation of
mutual funds (note 7) 29 056 23 645 23 600
Deferred income tax liabilities 1 196 823 997
Trade and other payables and employee benefit
liabilities (note 8) 5 148 4 336 4 630
Current income tax liabilities 97 65 55
Non-current liabilities held for sale 7
Total liabilities 70 743 60 502 61 549
Total equity and liabilities 100 419 87 837 90 421
Net asset value per share (R) 81.15 76.09 79.39
Net tangible asset value per share (R) 60.29 60.89 61.67
^ Reclassified as set out in note 16.
Unaudited Audited
Aug-18 Aug-17 Feb-18
Summary consolidated statement of changes Change 6 months 6 months 12 months
in equity % Rm Rm Rm
Ordinary shareholders’ equity at beginning of
the period 16 934 15 900 15 900
Previously reported 17 143
Adjustment due to the initial application
of IFRS 9 (note 1) (209)
Total comprehensive income 1 153 795 1 847
Issue of shares 123 1 1
Share-based payment costs - employees 36 33 66
Net movement in treasury shares 101 30
Transactions with non-controlling interests (140) 203 135
Dividends paid (598) (540) (836)
Ordinary shareholders’ equity at end of the period 17 609 16 392 17 143
Non-controlling interests at beginning of the period 11 714 10 900 10 900
Previously reported 11 729
Adjustment due to the initial application
of IFRS 9 (note 1) (15)
Total comprehensive income 459 202 488
Issue of shares 194 345 1 399
Share-based payment costs - employees 19 15 32
Subsidiaries acquired (note 6.1) 24 47
Transactions with non-controlling interests (42) (243) (723)
Dividends paid (301) (276) (414)
Non-controlling interests at end of the period 12 067 10 943 11 729
Total equity 29 676 27 335 28 872
Dividend per share (R)
- Interim 10 1.52 1.38 1.38
- Final 2.77
1.52 1.38 4.15
Unaudited Audited
Aug-18 Aug-17 Feb-18
6 months 6 months 12 months
Summary consolidated statement of cash flows Rm Rm Rm
Net cash flow from operating activities
Cash (utilised by)/generated from operations (note 5)*^ (184) (514) 272
Interest income* 880 803 1 615
Dividend income* 539 544 1 202
Finance costs (330) (208) (463)
Taxation paid* (197) (197) (532)
Net cash flow from operating activities before cash
movement in policyholder funds 708 428 2 094
Cash movement in policyholder funds* 5 41 (13)
Net cash flow from operating activities 713 469 2 081
Net cash flow from investing activities (889) (448) (2 937)
Cash flow from businesses/subsidiaries acquired (note 6.1) (619) (147) (428)
Cash flow from first-time consolidation of mutual
fund (note 6.2) 10
Cash flow from businesses sold 3 27 27
Cash flow from deconsolidation of mutual fund (note 6.3) (17)
Acquisition of ordinary shares in associates and
joint ventures (290) (171) (598)
Acquisition of property, plant and equipment (623) (621) (1 641)
Other investing activities 647 464 (297)
Net cash flow from financing activities* (667) (261) 784
Dividends paid to group shareholders (598) (540) (836)
Dividends paid to non-controlling interests (301) (276) (414)
Borrowings drawn^ 598 689 3 406
Borrowings repaid (418) (221) (1 787)
Other financing activities 52 87 415
Net decrease in cash and cash equivalents (843) (240) (72)
Exchange gains on cash and cash equivalents 21 8 9
Cash and cash equivalents at beginning of the period 993 1 056 1 056
Cash and cash equivalents at end of the period** 171 824 993
Cash and cash equivalents consists of:
Cash and cash equivalents per the statement of
financial position 1 916 2 182 2 278
Cash and cash equivalents attributable to
equity holders 1 607 1 939 1 924
Other clients’ cash and cash equivalents 309 243 354
Cash and cash equivalents linked to investment contracts 6 55 1
Cash and cash equivalents included in non-current assets
held for sale per the statement of financial position 3
Bank overdrafts attributable to equity holders
(included in borrowings) (1 754) (1 413) (1 286)
171 824 993
* These line items are impacted by linked investment contracts, consolidated mutual funds and
other client-related balances as detailed in note 7.
** Available cash held at a PSG Group-level is invested in the PSG Money Market Fund. As a
result of the group’s consolidation of the PSG Money Market Fund, the cash invested therein
is derecognised and all of the fund’s underlying highly liquid debt securities (included in
“other financial assets” in the summary consolidated statement of financial position) are
recognised. Third parties’ cash invested in the PSG Money Market Fund are recognised as a
payable and included under “third-party liabilities arising on consolidation of mutual
funds”. Available cash held at a PSG Group-level and invested in the PSG Money Market Fund
amounted to R0.5bn (31 August 2017: R1.2bn; 28 February 2018: R1bn) at the reporting date.
^ Reclassified as set out in note 16.
Notes to the summary interim consolidated financial statements
1. Basis of presentation and accounting policies
These summary interim consolidated financial statements have been prepared in accordance with
the recognition and measurement principles of International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting Standards Board, including IAS 34 Interim
Financial Reporting; the SAICA Financial Reporting Guides, as issued by the Accounting
Practices Committee; the Financial Reporting Pronouncements, as issued by the Financial
Reporting Standards Council; the requirements of the South African Companies Act, 71 of 2008,
as amended; and the JSE Listings Requirements.
The accounting policies applied in the preparation of these summary interim consolidated
financial statements are consistent in all material respects with those used in the prior
year’s consolidated annual financial statements. The group also adopted the various revisions
to IFRS which are effective for its financial year ending 28 February 2019. Apart from the
adoption of IFRS 9 Financial Instruments, these revisions have not resulted in material changes
to the group’s reported results and disclosures in these summary interim consolidated financial
statements.
IFRS 9, adopted by the group effective 1 March 2018, is a new standard which replaced IAS 39
Financial Instruments: Recognition and Measurement. The standard, inter alia, replaced the
multiple classification and measurement models in IAS 39 with a single model that has only
two categories: amortised cost and fair value. Furthermore, the standard replaced the
incurred credit loss impairment model in IAS 39 with an expected credit loss impairment model.
The group applied IFRS 9 retrospectively without restating comparative figures and therefore
the group’s equity as at 1 March 2018 was adjusted for the differences in the carrying amounts
of financial instruments as measured in terms of IFRS 9 and IAS 39, respectively. The resultant
impact was an adjustment against ordinary shareholders’ equity and non-controlling interests
of R209m and R15m, respectively. The group was most significantly impacted by Capitec’s
application of the expected credit loss impairment model on its loan book. The change to
Capitec’s equity was R648m, with the resultant impact on PSG Group’s equity being R199m in
respect of its 30.7% investment in Capitec.
In preparing these summary interim consolidated financial statements, the significant
judgements made by management in applying the group’s accounting policies and the key sources
of estimation uncertainty were the same as those that applied to the group’s annual financial
statements for the year ended 28 February 2018.
2. Preparation
These summary interim consolidated financial statements were compiled under the supervision of
the group chief financial officer, Mr WL Greeff, CA(SA), and were not reviewed or audited by
PSG Group’s external auditor, PricewaterhouseCoopers Inc. Any reference to future financial
performance included in this announcement, has not been reviewed or reported on by the
company’s auditor.
Unaudited Audited
Aug-18 Aug-17 Feb-18
6 months 6 months 12 months
Rm Rm Rm
3. Headline earnings
Profit for the period attributable to owners of
the parent 1 115 833 1 914
Non-headline items
Gross amounts 8 (88) 30
Loss on impairment of associates 8
Net loss on sale/dilution of interest in associates 10 20 14
Profit on sale of businesses (80) (85)
Fair value gain on step-up from associate to
subsidiary (2) (11)
Net loss on sale/impairment of intangible assets
(including goodwill) 52 7 153
Net (profit)/loss on sale/impairment of property,
plant and equipment (1) 2 1
Non-headline items of associates (51) (33) (31)
Bargain purchase gain (4) (18)
Reversal of impairment of non-current assets
held for sale (1)
Non-controlling interests (27) 36 (137)
Taxation 149
Headline earnings 1 096 781 1 956
Headline earnings per share (R) 5.07 3.63 9.08
4. PSG Financial Services
PSG Financial Services is a wholly-owned subsidiary of PSG Group, except for the 17 415 770
(31 August 2017: 17 415 770; 28 February 2018: 17 415 770) perpetual preference shares which
are listed on the JSE. These preference shares are included in non-controlling interests in the
summary consolidated statement of financial position. No separate financial statements are
presented in this announcement for PSG Financial Services as it is the only directly held asset
of PSG Group.
Unaudited Audited
Aug-18 Aug-17 Feb-18
6 months 6 months 12 months
Rm Rm Rm
5. Cash (utilised by)/generated from operations
Profit before taxation 1 792 1 158 3 043
Share of profits of associates and joint ventures (1 141) (901) (1 926)
Depreciation and amortisation 282 247 503
Investment income (1 007) (984) (2 059)
Finance costs 335 256 516
Working capital changes and other non-cash items^ (445) (290) 195
Cash (utilised by)/generated from operations^ (184) (514) 272
^ Reclassified as set out in note 16.
6. Businesses/subsidiaries acquired, first-time consolidation of mutual fund and deconsolidation
of mutual fund
6.1 Businesses/subsidiaries acquired
Businesses/subsidiaries acquired by the group during the period under review included:
Cooper College (Pty) Ltd and related entities (“Cooper”)
During April 2018, the group, through Curro Holdings Ltd (“Curro”), acquired an effective
interest of 97% in Cooper for a cash consideration of R210m. Cooper operates a private school
in Randburg, South Africa, being complementary to Curro’s existing operations. Goodwill of R84m
arose in respect of, inter alia, the workforce, expected synergies, economies of scale and the
business’s growth potential.
MBS Education Investments (Pty) Ltd and Milpark Education (Pty) Ltd (“Milpark”)
During March 2018, the group, through Stadio Holdings Ltd (“Stadio”), being a subsidiary of
PSG Alpha Investments (Pty) Ltd (“PSG Alpha”), acquired an effective interest of 87.2% in
Milpark for a cash consideration of R211m (of which R4m was deferred and subsequently paid) and
the issue of Stadio shares worth R51m. Milpark is involved in the private higher education sector
in South Africa, offering complementary services to Stadio’s existing operations. Goodwill of
R222m arose in respect of, inter alia, the workforce, expected synergies, economies of scale and
the business’s growth potential.
Interactive Tutor (Pty) Ltd (“Media Works”)
During May 2018, the group, through FutureLearn Holdings (Pty) Ltd, being a subsidiary of
PSG Alpha, acquired all the issued share capital of Media Works for a cash consideration of R109m,
of which R15m was deferred and remains outstanding. Media Works provides adult education and
training services in South Africa. Goodwill of R88m arose in respect of, inter alia, the
workforce, expected synergies, economies of scale and the business’s growth potential.
Baobab Primary School operations and properties (“Baobab”)
During July 2018, the group, through Curro, acquired the business operations and properties of
Baobab for a cash consideration of P65m (R84m). Baobab operates a private school in Gaborone,
Botswana, being complementary to Curro’s existing operations. Goodwill of R19m arose in respect
of, inter alia, the workforce, expected synergies, economies of scale and the business’s growth
potential.
The amounts of identifiable net assets of businesses/subsidiaries acquired, as well as goodwill
and non-controlling interests recognised from business combinations during the period under
review, can be summarised as follows:
Unaudited
Media
Cooper Milpark Works Baobab Other Total
Rm Rm Rm Rm Rm Rm
Identifiable net
assets acquired 134 46 24 65 111 380
Goodwill recognised 84 222 88 19 79 492
Non-controlling interests
recognised (8) (6) (3) (7) (24)
Derecognition of
investment in associate (13) (13)
Total consideration 210 262 109 84 170 835
Ordinary shares issued
by a subsidiary (51) (8) (59)
Deferred/contingent
consideration (4) (15) (60) (79)
Cash consideration paid 210 207 94 84 102 697
Cash consideration paid (210) (207) (94) (84) (102) (697)
Cash and cash equivalents
acquired 2 34 17 9 16 78
Cash flow from
businesses/subsidiaries
acquired (208) (173) (77) (75) (86) (619)
Transaction costs relating to the business combinations were immaterial and expensed in the
summary consolidated income statement.
The aforementioned business combinations have been provisionally accounted for and do not
contain any contingent consideration or indemnification asset arrangements, unless otherwise
stated. Non-controlling interests were measured with reference to their proportionate share of
the identifiable net assets acquired. Had the aforementioned businesses combinations been
accounted for with effect from 1 March 2018 instead of their respective acquisition dates, the
summary consolidated income statement would have reflected additional revenue of R313m and
profit for the period of R1m.
Receivables of R120m are included in the identifiable net assets acquired, which are all
considered to be recoverable. The fair value of these receivables approximates its carrying
value.
6.2 First-time consolidation of mutual fund
During the period under review, the group commenced consolidation of the PSG Wealth Global
Preservation Feeder Fund as a result of PSG Asset Management managing same and following an
increase in policyholder funds (i.e. financial assets linked to investment contracts) invested
in this mutual fund. The consolidation of this mutual fund resulted in an additional R679m of
“other financial assets” and R689m of “third-party liabilities arising on consolidation of
mutual funds” being recognised in the statement of financial position. Furthermore, cash and
cash equivalents of R10m held by the mutual fund was recognised upon consolidation.
6.3 Deconsolidation of mutual fund
During the period under review, the group deconsolidated the PSG Multi-Management Foreign
Flexible Fund of Funds following its merger with the PSG Wealth Global Flexible Feeder Fund and
the resultant decrease in the effective interest held therein. The deconsolidation of this mutual
fund resulted in the derecognition of R27m of “other financial assets”, R186m of “trade and
other receivables”, R228m of “third-party liabilities arising on consolidation of mutual funds”
and R2m of “trade and other payables” from the statement of financial position. Furthermore,
cash and cash equivalents of R17m held by the mutual fund was derecognised upon deconsolidation.
7. Linked investment contracts, consolidated mutual funds and other client-related balances
Linked investment contracts are represented by PSG Life Ltd (an existing subsidiary of
PSG Konsult Ltd (“PSG Konsult”)) clients’ assets held under investment contracts, which are
linked to a corresponding liability. Accordingly, the value of policy benefits payable is
directly linked to the fair value of the supporting assets and therefore the group is not
exposed to the financial risks associated with these assets and liabilities.
As a result of the group’s consolidation of mutual funds which it controls in accordance with
IFRS 10, the group’s investments in these mutual funds have been derecognised and all the
funds’ underlying assets have been recognised. Third parties’ funds invested in the respective
mutual funds are recognised as a payable and included under “third-party liabilities arising
on consolidation of mutual funds”.
The summary consolidated income statement impact recognised from the assets and liabilities
pertaining to the linked investment contracts, consolidated mutual funds and other client-
related balances are split from the corresponding summary consolidated income statement line
items attributable to the equity holders of the group below:
Client-
related Equity
balances holders Total
Rm Rm Rm
Six months ended 31 August 2018 (unaudited)
Investment income 765 242 1 007
Fair value gains and losses 3 058 148 3 206
Fair value adjustment to investment contract liabilities (1 787) (1 787)
Fair value adjustment to third-party liabilities arising
on consolidation of mutual funds (2 010) (2 010)
Various other line items (26) (26)
-
Six months ended 31 August 2017 (unaudited)
Investment income 758 226 984
Fair value gains and losses 1 738 (259) 1 479
Fair value adjustment to investment contract liabilities (1 194) (1 194)
Fair value adjustment to third-party liabilities arising
on consolidation of mutual funds (1 256) (1 256)
Various other line items (46) (46)
-
Year ended 28 February 2018 (audited)
Investment income 1 601 458 2 059
Fair value gains and losses 2 037 (279) 1 758
Fair value adjustment to investment contract liabilities (1 670) (1 670)
Fair value adjustment to third-party liabilities arising
on consolidation of mutual funds (1 873) (1 873)
Various other line items (95) (95)
-
The summary consolidated statement of cash flows impact recognised from the assets and
liabilities pertaining to the linked investment contracts, consolidated mutual funds and other
client-related balances are split from the corresponding summary consolidated statement of cash
flows line items attributable to the equity holders of the group below:
Unaudited
Aug-18 Aug-17
6 months 6 months
Client- Client-
related Equity related Equity
balances holders Total balances holders Total
Rm Rm Rm Rm Rm Rm
Cash (utilised by)/
generated from
operations^ (755) 571 (184) (610) 96 (514)
Interest income 593 287 880 496 307 803
Dividend income 106 433 539 174 370 544
Finance costs (330) (330) (208) (208)
Taxation paid 19 (216) (197) (6) (191) (197)
Cash movement in
policyholder funds 5 5 41 41
Net cash flow from
operating activities^ (32) 745 713 95 374 469
Net cash flow from
investing activities (8) (881) (889) (448) (448)
Net cash flow from
financing activities^ (667) (667) 100 (361) (261)
Net (decrease)/increase
in cash and cash
equivalents (40) (803) (843) 195 (435) (240)
Exchange gains on cash
and cash equivalents 21 21 8 8
Cash and cash
equivalents at beginning
of the period 355 638 993 103 953 1 056
Cash and cash equivalents
at end of the period 315 (144) 171 298 526 824
^ Reclassified as set out in note 16.
Audited
Feb-18
12 months
Client-
related Equity
balances holders Total
Rm Rm Rm
Cash (utilised by)/generated from operations (1 240) 1 512 272
Interest income 1 013 602 1 615
Dividend income 421 781 1 202
Finance costs (463) (463)
Taxation paid (29) (503) (532)
Cash movement in policyholder funds (13) (13)
Net cash flow from operating activities 152 1 929 2 081
Net cash flow from investing activities (2 937) (2 937)
Net cash flow from financing activities 100 684 784
Net increase/(decrease) in cash and cash equivalents 252 (324) (72)
Exchange gains on cash and cash equivalents 9 9
Cash and cash equivalents at beginning of the year 103 953 1 056
Cash and cash equivalents at end of the year 355 638 993
8. Trade and other receivables and payables
Included under trade and other receivables are PSG Online broker and clearing accounts of which
R1.4bn (31 August 2017: R1.3bn; 28 February 2018: R1.4bn) represents amounts owing by the JSE
for trades conducted during the last few days before the reporting date. These balances
fluctuate on a daily basis depending on the activity in the markets.
The control account for the settlement of these transactions is included under trade and other
payables, with the settlement to clients taking place within three days after the transaction
date. All such balances have subsequently been settled accordingly.
9. Corporate actions
Apart from the transactions set out in note 6 and the corporate action detailed in the
commentary section of this announcement, the group, through PSG Alpha, invested a further R275m
in Evergreen Retirement Holdings (Pty) Ltd (“Evergreen”) during the period under review for a
total investment of R675m to date. Evergreen is one of South Africa’s leading providers of
retirement lifestyle living.
10. Financial instruments
10.1 Financial risk factors
The group’s activities expose it to a variety of financial risks: market risk (including
currency risk, fair value risk, fair value interest rate risk and price risk), credit risk and
liquidity risk.
These summary interim consolidated financial statements do not include all financial risk
management information and disclosures set out in the consolidated annual financial statements,
and therefore they should be read in conjunction with the group’s consolidated annual financial
statements for the year ended 28 February 2018. Risk management continues to be carried out by
each entity within the group under policies approved by the respective boards of directors.
10.2 Fair value estimation
The group, through PSG Life Ltd, issues linked investment contracts where the value of the
policy benefits (i.e. liability) is directly linked to the fair value of the supporting assets,
and as such does not expose the group to the market risk relating to fair value movements in
the supporting assets.
The information below analyses financial assets and liabilities, which are carried at fair
value, by level of hierarchy as required by IFRS 13. The different levels in the hierarchy are
defined below:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: input other than quoted prices included within level 1 that is observable for the
asset or liability, either directly (that is, as prices) or indirectly (that is,
derived from prices).
- Level 3: input for the asset or liability that is not based on observable market data (that
is, unobservable input).
The carrying value of financial assets and liabilities carried at amortised cost approximates
their fair value, while those measured at fair value can be summarised as follows:
Level 1 Level 2 Level 3 Total
Rm Rm Rm Rm
31 August 2018 (unaudited)
Assets
Derivative financial assets 67 67
Equity securities 3 112 381 29 3 522
Debt securities 869 1 890 2 759
Unit-linked investments 3 48 195 525 48 723
Investment in investment contracts 17 17
Non-current assets held for sale 1 182 1 182
Closing balance 3 984 50 550 1 736 56 270
Liabilities
Derivative financial liabilities 44 39 83
Investment contracts 25 595 504 26 099
Trade and other payables 114 114
Third-party liabilities arising on
consolidation of mutual funds 29 056 29 056
Closing balance - 54 695 657 55 352
31 August 2017 (unaudited)
Assets
Derivative financial assets 45 45
Equity securities 2 876 592 51 3 519
Debt securities 805 2 986 3 791
Unit-linked investments 39 904 947 40 851
Investment in investment contracts 16 16
Closing balance 3 681 43 543 998 48 222
Liabilities
Derivative financial liabilities 58 42 100
Investment contracts 23 680 935 24 615
Trade and other payables 43 43
Third-party liabilities arising on
consolidation of mutual funds 23 645 23 645
Closing balance - 47 383 1 020 48 403
28 February 2018 (audited)
Assets
Derivative financial assets 43 43
Equity securities 2 330 1 312 679 4 321
Debt securities 922 1 501 2 423
Unit-linked investments 41 481 719 42 200
Investment in investment contracts 15 15
Closing balance 3 252 44 352 1 398 49 002
Liabilities
Derivative financial liabilities 70 39 109
Investment contracts 23 421 698 24 119
Trade and other payables 45 45
Third-party liabilities arising on
consolidation of mutual funds 23 600 23 600
Closing balance - 47 091 782 47 873
The following table presents changes in level 3 financial instruments during the respective
periods:
Unaudited Audited
Aug-18 Aug-17 Feb-18
Assets Liabilities Assets Liabilities Assets Liabilities
Rm Rm Rm Rm Rm Rm
Opening balance 1 398 782 1 161 1 251 1 161 1 251
Additions 125 292 256 277 1 188 542
Disposals (354) (447) (441) (528) (915) (1 029)
Fair value
adjustments 520 30 22 20 31 18
Other movements 47 (67)
Closing balance 1 736 657 998 1 020 1 398 782
Unit-linked investments represent the largest portion of the level 3 financial assets and
relate to units held in hedge funds that are priced monthly. The prices are obtained from the
asset managers of the particular hedge funds. These are held to match investment contract
liabilities, and as such any change in measurement would result in a similar adjustment to
investment contract liabilities, which in turn represent the largest portion of level 3
financial liabilities.
Derivative financial assets, equity securities, debt securities, unit-linked investments and
investment in investment contracts are all included in “other financial assets” in the summary
consolidated statement of financial position, while “other financial liabilities” comprises
mainly derivative financial liabilities.
There have been no significant transfers between level 1, 2 or 3 during the period under
review, nor were there any significant changes to the valuation techniques and inputs used to
determine fair values. Valuation techniques and main inputs used to determine fair value for
financial instruments classified as level 2 can be summarised as follows:
Instrument Valuation technique Main inputs
Derivative financial assets Exit price on recognised Not applicable
and liabilities over-the-counter platforms
Debt securities Valuation model that uses the Bond interest rate curves,
market inputs (yield of issuer credit ratings and
benchmark bonds) liquidity spreads
Unit-linked investments Quoted exit price provided Not applicable - daily
by the fund manager prices are publicly
available
Investment in investment Prices are obtained from the Not applicable - prices
contracts insurer of the particular provided by registered
investment contract long-term insurers
Investment contracts Current unit price of underlying Not applicable
unitised financial asset that
is linked to the liability,
multiplied by the number of
units held
Third-party liabilities arising on Quoted exit price provided by Not applicable - daily
consolidation of mutual funds the fund manager prices are publicly
available
11. Segment report
The group’s classification into seven reportable segments, namely: Capitec, PSG Konsult, Curro,
Zeder, PSG Alpha, Dipeo and PSG Corporate, remains unchanged. These segments represent the major
investments of the group. The services offered by PSG Konsult consist of financial advice, stock
broking, asset management and insurance, while Curro offers private education services. The other
segments offer financing, banking, investing and advisory services. All segments operate
predominantly in the Republic of South Africa. However, the group has exposure to operations
outside the Republic of South Africa through, inter alia, Curro, Zeder’s investments in Pioneer
Food Group Ltd, Capespan Group Ltd (“Capespan”), Zaad Holdings Ltd and Agrivision Africa, and
PSG Alpha’s investments in Stadio and CA Sales Holdings Ltd.
Intersegment income represents income derived from other segments within the group which is
recorded at the fair value of the consideration received or receivable for services rendered in
the ordinary course of the group’s activities. Intersegment income mainly comprises intergroup
management fees charged in terms of the respective management agreements, intergroup advisory
fees and interest income.
Recurring earnings are calculated on a proportional basis, and include the proportional earnings
of underlying investments, excluding marked-to-market adjustments and once-off items. The result
is that investments in which the group holds less than 20% and which are generally not equity
accountable in terms of accounting standards, are equity accounted for the purpose of calculating
the consolidated recurring earnings. Non-recurring earnings include once-off gains and losses and
marked-to-market fluctuations, as well as the resulting taxation charge on these items.
SOTP is a key valuation tool used to measure PSG’s performance. In determining SOTP, listed
assets and liabilities are valued using quoted market prices, whereas unlisted assets and
liabilities are valued using appropriate valuation methods. These values will not necessarily
correspond with the values per the summary consolidated statement of financial position since
the latter are measured using the relevant accounting standards which include historical cost
and the equity method of accounting.
The chief operating decision-maker (the PSG Group Executive Committee) evaluates the following
information to assess the segments’ performance:
Inter- Recurring
segment earnings Non-
Six months ended Income income (segment recurring Headline SOTP
31 August 2018 ** ** profit) earnings earnings value^^
(unaudited) Rm Rm Rm Rm Rm Rm
Capitec* 756 756 35 582
PSG Konsult 2 298 174 174 7 858
Curro 1 272 77 77 7 303
Zeder 3 971 73 153 226 3 727
PSG Alpha 3 584 76 (14) 62 4 961
Dipeo (352) (31) (145) (176) 255
PSG Corporate 56 (7) (25) (25)
Funding 43 (6) (96) 16 (80) (2 309)
Other 82 82 2 143
Total 10 872 (13) 1 086 10 1 096 59 520
Non-headline items 19
Earnings attributable to
non-controlling interests 409
Taxation 268
Profit before taxation 1 792
Inter- Recurring
segment earnings Non-
Six months ended Income income (segment recurring Headline SOTP
31 August 2017 ** ** profit) earnings earnings value^^
(unaudited) Rm Rm Rm Rm Rm Rm
Capitec* 628 628 31 954
PSG Konsult 2 098 147 147 7 210
Curro 1 113 61 61 8 877
Zeder 4 627 27 4 31 4 607
PSG Alpha 2 591 66 2 68 2 510
Dipeo (255) (34) (98) (132) 546
PSG Corporate 35 (7) (18) (18)
Funding 93 (33) (57) (15) (72) (2 308)
Other 68 68 3 393
Total 10 302 (40) 888 (107) 781 56 789
Non-headline items 52
Earnings attributable to
non-controlling interests 188
Taxation 137
Profit before taxation 1 158
Inter- Recurring
segment earnings Non-
Year ended Income income (segment recurring Headline SOTP
28 February 2018 ** ** profit) earnings earnings value^^
(audited) Rm Rm Rm Rm Rm Rm
Capitec* 1 369 1 369 29 540
PSG Konsult 4 188 348 348 7 048
Curro 2 145 110 (1) 109 7 987
Zeder 8 903 205 (21) 184 4 823
PSG Alpha 6 311 172 (22) 150 5 201
Dipeo (304) (56) (131) (187) 535
PSG Corporate 196 (47) (7) (7)
Funding 155 (46) (135) (11) (146) (2 227)
Other 136 136 2 603
Total 21 594 (93) 2 142 (186) 1 956 55 510
Non-headline items (42)
Earnings attributable to
non-controlling interests 513
Taxation 616
Profit before taxation 3 043
Unaudited Audited
Aug-18 Aug-17 Feb-18
6 months 6 months 12 months
Rm Rm Rm
Reconciliation of segment revenue to IFRS revenue:
Segment revenue as stated above:
Income 10 872 10 302 21 594
Intersegment income (13) (40) (93)
Less:
Changes in fair value of biological assets (31) (39) (195)
Fair value gains and losses (3 206) (1 479) (1 758)
Fair value adjustment to investment contract liabilities 1 787 1 194 1 670
Fair value adjustment to third-party liabilities arising
on consolidation of mutual funds 2 010 1 256 1 873
Other operating income (131) (198) (277)
IFRS revenue^ 11 288 10 996 22 814
Non-recurring earnings comprised the following:
Non-recurring items from investments (6) (92) (175)
Other gains/(losses) 16 (15) (11)
10 (107) (186)
* Equity method of accounting applied.
** The total of “income” and “intersegment income” comprises the total of “revenue from sale
of goods” and “income” per the summary consolidated income statement.
^ IFRS revenue comprises “revenue from sale of goods”, “investment income” and “commission,
school, net insurance and other fee income” as per the summary consolidated income
statement.
^^ SOTP is a key valuation tool used to measure the group’s performance, but does not
necessarily correspond to net asset value.
12. Capital commitments, contingencies and suretyships
The group’s most significant capital commitments comprise Curro’s construction of six new
campuses to the value of R400m and the expansion of existing campuses to the value of R700m.
Apart from the aforementioned, capital commitments, contingencies and suretyships similar to
those disclosed in the group’s annual financial statements for the year ended 28 February 2018
remained in effect during the period under review.
13. Related-party transactions
Related-party transactions similar to those disclosed in the group’s annual financial
statements for the year ended 28 February 2018 took place during the period under review.
14. Events subsequent to the reporting date
No material event, apart from those already disclosed elsewhere in this announcement, occurred
between the reporting date and the date of approval of these summary interim consolidated
financial statements.
15. Non-current assets held for sale
Non-current assets held for sale as at 31 August 2018 relates mainly to the disposal of
Capespan’s, a subsidiary of Zeder, 9.2% interest in Joy Wing Mau. Joy Wing Mau is based in China
and focuses on fruit production, packing, storage, wholesale, export, import and distribution to
retailers. The disposal became effective subsequent to the reporting date and is in process of
being implemented.
16. Reclassification of prior period figures
Computer software previously incorrectly classified by Curro, a subsidiary, as “property, plant
and equipment” has been reclassified to “intangible assets”. This reclassification had no impact
on previously reported equity, liabilities, profitability or cash flows; however, it had the
following impact on the summary consolidated statement of financial position at 31 August 2017:
Previously Now
reported reported Change
Statement of financial position Rm Rm Rm
Property, plant and equipment 8 363 8 330 (33)
Intangible assets 3 274 3 307 33
-
Borrowings raised by PSG Konsult, a subsidiary, have been reclassified from “net cash flow
from operating activities” to “net cash flow from financing activities” to reflect the nature
thereof more accurately. This reclassification had no impact on previously reported assets,
equity, liabilities or profitability; however, it had the following impact on the summary
consolidated statement of cash flows for the period ended 31 August 2017:
Previously Now
reported reported Change
Statement of cash flows Rm Rm Rm
Net cash flow from operating activities
Cash utilised by operations (414) (514) (100)
Net cash flow from financing activities
Borrowings drawn 589 689 100
-
On behalf of the board
Jannie Mouton Piet Mouton Wynand Greeff
Chairman Chief Executive Officer Chief Financial Officer
Stellenbosch
16 October 2018
DIRECTORS:
JF Mouton (Chairman)**, PE Burton^^, ZL Combi^, FJ Gouws**, WL Greeff (CFO)*,
JA Holtzhausen*, B Mathews^, JJ Mouton**, PJ Mouton (CEO)*, CA Otto^
* Executive ** Non-executive ^ Independent non-executive ^^ Lead independent
COMPANY SECRETARY AND REGISTERED OFFICE:
PSG Corporate Services (Pty) Ltd, 1st Floor Ou Kollege, 35 Kerk Street, Stellenbosch, 7600;
PO Box 7403, Stellenbosch, 7599
TRANSFER SECRETARY:
Computershare Investor Services (Pty) Ltd, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196;
PO Box 61051, Marshalltown, 2107
SPONSOR:
PSG Capital
AUDITOR:
PricewaterhouseCoopers Inc
Date: 16/10/2018 01:34:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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