summarised audited consolidated financial statements - Altron
summarised audited consolidated financial statements - Altron
summarised audited consolidated financial statements - Altron
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SUMMARISED AUDITED<br />
CONSOLIDATED FINANCIAL<br />
STATEMENTS<br />
For the year ended 28 February<br />
2013
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
INDEX<br />
23<br />
OUR<br />
NUMBERS<br />
Summarised <strong>consolidated</strong> statement of<br />
comprehensive income 24<br />
Notes 25<br />
Summarised <strong>consolidated</strong><br />
balance sheet 28<br />
Segment report 29<br />
Summarised <strong>consolidated</strong><br />
statement of cash flows 30<br />
Operational contribution 31<br />
Supplementary information 32<br />
Summarised <strong>consolidated</strong><br />
statement of changes in equity 33<br />
ALLIED ELECTRONICS CORPORATION LIMITED<br />
(Incorporated in the Republic of South Africa)<br />
(Registration number 1947/024583/06)<br />
Share code: ATN ISIN: ZAE000029658<br />
Share code: ATNP ISIN: ZAE000029666<br />
34<br />
MESSAGE TO<br />
SHAREHOLDERS<br />
SUMMARISED AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2013
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
SUMMARISED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME<br />
% 2013 2012<br />
R millions change (Audited) (Audited)<br />
CONTINUING OPERATIONS<br />
Revenue 7 24 769 23 167<br />
Earnings before interest, tax, depreciation, amortisation and capital items<br />
(EBITDA before capital items) (12) 1 692 1 919<br />
Depreciation and amortisation (461) (468)<br />
Operating profit before capital items (15) 1 231 1 451<br />
Capital items (Note 1) (78) (310)<br />
Result from operating activities 1 1 153 1 141<br />
Finance income 57 71<br />
Finance expense (134) (125)<br />
Share of profit/(loss) from associates 5 (1)<br />
Profit before taxation 1 081 1 086<br />
Taxation (374) (457)<br />
Profit for the year from continuing operations 12 707 629<br />
DISCONTINUED OPERATIONS<br />
Revenue 280 396<br />
Earnings before interest, tax, depreciation, amortisation and capital items<br />
(EBITDA before capital items) (113) 27<br />
Depreciation and amortisation (52) (94)<br />
Operating loss before capital items (165) (67)<br />
Capital items (Note 1) (1 371) (590)<br />
Result from operating activities (1 536) (657)<br />
Finance income 2 –<br />
Finance expense (92) (31)<br />
Loss before taxation (1 626) (688)<br />
Taxation (10) (20)<br />
Loss for the year from discontinued operations (1 636) (708)<br />
Net loss for the year (929) (79)<br />
24<br />
Other comprehensive income<br />
Foreign currency translation differences in respect of foreign operations 310 95<br />
Realisation of negative foreign currency translation reserve on disposal 196 –<br />
Fair value adjustment on available-for-sale investments (5) –<br />
Other comprehensive income for the year, net of taxation 501 95<br />
Total comprehensive income for the year (428) 16<br />
Loss attributable to:<br />
Non-controlling interests (631) (253)<br />
<strong>Altron</strong> equity holders (298) 174<br />
<strong>Altron</strong> equity holders from continuing operations 498 472<br />
<strong>Altron</strong> equity holders from discontinued operations 796 (298)<br />
Loss for the year (929) (79)<br />
Total comprehensive income attributable to:<br />
Non-controlling interests (439) (212)<br />
<strong>Altron</strong> equity holders 11 228<br />
<strong>Altron</strong> equity holders from continuing operations 650 508<br />
<strong>Altron</strong> equity holders from discontinued operations (639) (280)<br />
Total comprehensive income for the year (428) 16<br />
Basic earnings per share from continuing operations (cents) 6 158 149<br />
Diluted basic earnings per share from continuing operations (cents) 5 153 146<br />
Basic loss per share from discontinued operations (cents) (168) (252) (94)<br />
Diluted basic loss per share from discontinued operations (cents) (163) (239) (91)<br />
Basic (loss)/earnings per share from total operations (cents) (271) (94) 55<br />
Diluted basic (loss)/earnings per share from total operations (cents) (256) (86) 55<br />
Dividends per share declared (cents) (35) 60 92
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
NOTES<br />
Basis of preparation<br />
The <strong>summarised</strong> <strong>consolidated</strong> <strong>financial</strong> <strong>statements</strong> are prepared in accordance with the framework concepts and the measurement and recognition<br />
requirements of International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee<br />
and presented in accordance with the minimum content, including disclosures, prescribed by IAS 34: Interim Financial Reporting applied to year-end reporting,<br />
and the requirements of the Companies Act of South Africa and the JSE Listings Requirements.<br />
The accounting policies applied in the preparation of the <strong>audited</strong> <strong>consolidated</strong> <strong>financial</strong> <strong>statements</strong>, from which the <strong>summarised</strong> <strong>consolidated</strong> <strong>financial</strong><br />
<strong>statements</strong> were derived, are in terms of International Financial Reporting Standards and are consistent with the accounting policies applied in the preparation<br />
of the previous <strong>audited</strong> <strong>consolidated</strong> <strong>financial</strong> <strong>statements</strong>.<br />
This report was compiled under the supervision of Mr Alex Smith CA, Chief Financial Officer, and Mr Arno Geldenhuys CA(SA), Group Financial Manager.<br />
Report of the independent auditors<br />
The unmodified audit reports of KPMG Inc., the independent auditors, on the annual <strong>financial</strong> <strong>statements</strong> and the <strong>summarised</strong> <strong>financial</strong> <strong>statements</strong> contained<br />
herein for the year ended 28 February 2013, dated 7 May 2013, are available for inspection at the registered office of the company.<br />
% 2013 2012<br />
change (Audited) (Audited)<br />
Headline earnings per share (cents) (29) 136 191<br />
Diluted headline earnings per share (cents) (29) 133 187<br />
2013 2012<br />
R millions (Audited) (Audited)<br />
1. Capital items<br />
CONTINUING OPERATIONS<br />
Net gain on disposal of property, plant and equipment 14 36<br />
Impairment of property, plant and equipment (7) (4)<br />
Impairment of goodwill – (342)<br />
Impairment of intangibles (9) (11)<br />
Net (loss)/profit on disposal of businesses and investments (5) 14<br />
Impairment of held-for-sale disposal group (29) –<br />
Loss on disposal of held-for-sale disposal group (42) –<br />
Impairment of investments – (3)<br />
(78) (310)<br />
DISCONTINUED OPERATIONS<br />
Loss on disposal of discontinued operations (730) –<br />
Impairment of property, plant and equipment (328) (231)<br />
Impairment of intangible assets (300) (289)<br />
Impairment of goodwill (13) (70)<br />
(1 371) (590)<br />
TOTAL (1 449) (900)<br />
Events and circumstances leading to the recognition<br />
of significant impairment losses:<br />
Continuing operations<br />
Impairment on the held-for-sale disposal group arose as a result of the<br />
Altech West Africa subsidiary being disposed of for no consideration.<br />
Discontinued operations<br />
Impairment of intangible assets relates to the impairment of the Seacom<br />
bandwith in Altech Data International and arose due to the significant<br />
on-going reductions of bandwith prices. These price decreases are a<br />
direct result of an over-supply of international bandwith capacity,<br />
especially along the East African coastline.<br />
The impairment of the goodwill and the property, plant and equipment<br />
resulted from a decline in operating results and a corresponding decline<br />
in forecasted future cash flows due to lower than anticipated activity levels<br />
without an envisaged material improvement in the short to medium term.<br />
25
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
NOTES continued<br />
2013 2012<br />
R millions (Audited) (Audited)<br />
2. Reconciliation between attributable earnings and headline earnings<br />
Attributable to <strong>Altron</strong> equity holders (298) 174<br />
Capital items – gross 1 449 900<br />
Tax effect of capital items – (10)<br />
Non-controlling interest in capital items (720) (461)<br />
Headline earnings 431 603<br />
3. Reconciliation between attributable earnings and diluted earnings<br />
Attributable to <strong>Altron</strong> equity holders (298) 174<br />
Dilutive earnings attributable to B-BBEE non-controlling interest in subsidiaries – (4)<br />
Diluted earnings (298) 170<br />
4. Reconciliation between headline earnings and diluted headline earnings<br />
Headline earnings 431 603<br />
Dilutive earnings attributable to B-BBEE non-controlling interest in subsidiaries – (4)<br />
Dilutive earnings attributable to dilutive options at subsidiary level (11) (10)<br />
Non-controlling interest in adjustments 4 4<br />
Diluted headline earnings 424 593<br />
26<br />
Fully diluted earnings and diluted headline earnings have been calculated in accordance with IAS 33: Earnings per Share, on the basis that:<br />
– The recognition of the deferred sale of a 30% interest in Aberdare Cables to the Izingwe Consortium based on the assumption that the<br />
outstanding purchase price will be settled in cash for R46 million, adjusted for the dilutive effect of the option price at the Aberdare level and<br />
after taking into account the 16.5% investment in the Izingwe Consortium by Power Technologies Proprietary Limited.<br />
– The earnings effect of dilutive options at Allied Technologies Limited level.<br />
5. Acquisitions of subsidiaries<br />
Acquisition of 100% interest in Unisys Africa Proprietary Limited (“Unisys Africa”) and Alliance Business Solutions Proprietary Limited (“Alliance’)<br />
During the year the Bytes group acquired two operations, namely Unisys Africa and Alliance, for an aggregate consideration of R150 million, of which<br />
R43 million is deferred.<br />
The acquired businesses contributed revenues of R238 million and net profit after tax of R18 million to the group.<br />
If the acquisitions had occurred on 1 March 2012, group revenue and net profit after tax would have increased by R329 million and R18 million<br />
respectively.<br />
These amounts have been calculated using the group’s accounting policies.<br />
Unisys Africa provides IT services and technology offerings to customers in both the public and private sectors.<br />
The full issued share capital was acquired effective 31 March 2012. Alliance provides Oracle end-to-end offerings and cloud-based solutions to<br />
customers.<br />
The operations of Alliance were acquired effective 1 October 2012.<br />
Recognised Fair value Carrying<br />
values adjustments amount<br />
The acquirees’ balance sheets at the date of acquisition were as follows:<br />
Non-current assets 12 25 37<br />
Current assets 223 – 223<br />
Current liabilities (219) (12) 231<br />
Total net assets on acquisitions 16 13 29<br />
Goodwill on acquisition 121<br />
Total consideration 150<br />
Cash and cash equivalents in subsidiary acquired (35)<br />
Less: Amounts due to vendors (43)<br />
Net cash outflow on acquisitions 72
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
6. Disposals<br />
Continuing operations<br />
Disposal of 75% interest in Altech West Africa Limited, previously classified as held-for-sale<br />
Effective 28 February 2013, the group indirectly disposed of its 75% interest in the issued share capital of Altech West Africa Limited (AWA) on a wholly<br />
vendor-funded basis. On 14 February 2012, the decision was taken to dispose of AWA and the operation was classified as held-for-sale.<br />
The operation did not constitute a discontinued operation.<br />
The disposal value at the effective date amounted to R71 million and consequently a capital loss of R42 million was incurred after an impairment of assets<br />
classified as held-for-sale of R29 million.<br />
Net assets of subsidiary disposed:<br />
R millions<br />
Non-current assets 68<br />
Current assets 73<br />
Non-current liabilities (54)<br />
Current liabilities (55)<br />
Realisation of negative foreign currency translation reserve 30<br />
Negative non-controlling interest 9<br />
Disposal value 71<br />
– loss on disposal of net asset value (42)<br />
– impairment of assets classified as held-for-sale (29)<br />
Cash flow on disposal –<br />
Discontinued operations<br />
Disposal of Altech’s Telecommunication Network interests in East Africa<br />
Effective 28 February 2013, the Altech group disposed of the following effective interests in the issued share capital of its Telecommunication Network<br />
interests in East Africa – 60.8% in Altech Kenya Data Networks Limited (KDN), 60.8% in Africa Digital Networks Limited (ADN), 51% in<br />
Altech Swift Global Limited (ASG), 51% in Altech Infocom Limited (Infocom), 64.7% in Altech Stream Rwanda Limited (ASR), 60.8% in<br />
Altech Data International Limited (ADI) and 60.8% in Global Digital Trading Services Limited, to the purchaser Liquid Telecommunications<br />
Holdings Limited.<br />
The disposal value at the effective date amounted to R681 million, after funds advanced to subsidiaries for no consideration of R353 million,<br />
and consequently a capital loss of R730 million was incurred, after accounting for the value (US$50 million, including a cash subscription of<br />
US$16.5 million) of the investment received in Liquid Telecommunications Holdings Limited.<br />
Net assets of subsidiaries disposed:<br />
R millions<br />
Non-current assets 403<br />
Current assets 261<br />
Non-current liabilities (199)<br />
Current liabilities (183)<br />
Realisation of negative foreign currency translation reserve 166<br />
Negative non-controlling interests 233<br />
Disposal value 681<br />
Investment received in Liquid Telecommunications Holdings Limited ($33.5 million) (304)<br />
Shortfall on disposal value 377<br />
Loss on disposal of subsidiaries (730)<br />
Cash flow on disposal – funds advanced to subsidiaries for no consideration (353)<br />
27<br />
RE-PRESENTED COMPARATIVE INFORMATION<br />
The disposals of Altech’s Telecommunication Network interests in East Africa resulted in the operations being classified as discontinued operations in the<br />
current <strong>financial</strong> year. The comparative <strong>consolidated</strong> <strong>statements</strong> of comprehensive income and cash flows have been re-presented.<br />
7. Events after the reporting period<br />
Acquisition of Brand New Technologies effective 1 March 2013<br />
Effective 1 March 2013, Bytes Technology Group South Africa acquired the business of Brand New Technologies Proprietary Limited (“BNTech”)<br />
for a total estimated consideration of R63.3 million, of which R49 million is deferred and payable on the achievement of certain earn-outs over<br />
the next three years. BNTech is a leading provider of identity management products and solutions, specialising in protecting, securing and<br />
validating identities. The acquisition of BNTech complements existing Bytes offerings and allows the group to offer and provide a holistic identity<br />
management solution on a turnkey basis, both in South Africa and into Africa.<br />
Identification and valuation of intangible assets arising from the business combination will be performed during the first half of the 2014 <strong>financial</strong> year.
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
SUMMARISED CONSOLIDATED STATEMENT OF BALANCE SHEET<br />
28<br />
2013 2012<br />
R millions (Audited) (Audited)<br />
Assets<br />
Non-current assets 4 757 4 695<br />
Property, plant and equipment 1 822 2 300<br />
Intangible assets, including goodwill 1 613 1 732<br />
Associates 80 74<br />
Other investments 673 233<br />
Rental finance advances 45 67<br />
Non-current receivables and other assets 414 150<br />
Deferred taxation 110 139<br />
Current assets 8 210 7 585<br />
Inventories 2 653 2 475<br />
Trade and other receivables, including derivatives 4 255 3 872<br />
Assets classified as held-for-sale – 135<br />
Cash and cash equivalents 1 302 1 103<br />
Total assets 12 967 12 280<br />
Equity and liabilities<br />
Total equity 5 220 5 813<br />
Non-current liabilities 787 936<br />
Loans 609 707<br />
Empowerment funding obligation 17 47<br />
Provisions 25 20<br />
Deferred income – 51<br />
Deferred taxation 136 111<br />
Current liabilities 6 960 5 531<br />
Loans 1 308 613<br />
Empowerment funding obligation 29 24<br />
Bank overdraft 385 550<br />
Trade and other payables, including derivatives 5 105 4 079<br />
Provisions 100 118<br />
Liabilities classified as held-for-sale – 67<br />
Taxation payable 33 80<br />
Total equity and liabilities 12 967 12 280<br />
Net asset value per share (cents) 1 498 1 583
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
SEGMENTAL REPORT<br />
The segment information has been prepared in accordance with IFRS 8: Operating Segments, which defines the requirements for the disclosure of <strong>financial</strong><br />
information of an entity’s operating segments.<br />
The standard requires segmentation based on the group’s internal organisation and reporting of revenue and EBITDA based upon internal accounting<br />
presentation.<br />
The segment revenues and earnings before interest, tax, depreciation and amortisation (EBITDA) generated by each of the group’s reportable segments are<br />
<strong>summarised</strong> as follows:<br />
Revenue<br />
EBITDA<br />
Growth<br />
Growth<br />
R millions 2013 2012 Cur/Pyr % 2013 2012 Cur/Pyr %<br />
Powertech Cables Group 4 756 4 534 5 55 118 (53)<br />
Powertech Transformers Group 1 459 1 446 1 138 216 (36)<br />
Powertech Battery Group 680 816 (17) 82 109 (25)<br />
Powertech Services Group 752 790 (5) 43 78 (45)<br />
Other Powertech segments (6) (64) 91 (30) (21) (43)<br />
Powertech Group 7 641 7 522 2 288 500 (42)<br />
Bytes Technology Group UK Software 1 541 1 168 32 45 37 22<br />
Bytes Document Solutions Group 2 216 2 088 6 142 188 (24)<br />
Bytes Managed Solutions 1 043 1 000 4 128 126 2<br />
Bytes Systems Integration 979 937 4 62 65 (5)<br />
Other Bytes segments 1 225 901 36 154 111 39<br />
Bytes Group 7 004 6 094 15 531 527 1<br />
Altech Autopage Cellular 6 027 6 069 (1) 253 266 (5)<br />
Altech UEC Group 1 802 1 187 52 180 126 43<br />
Altech Netstar Group 1 045 1 008 4 291 335 (13)<br />
Altech Converged Services<br />
(International)* 280 396 (29) (125) 27 (563)<br />
Other Altech segments 1 287 1 312 (2) 166 165 1<br />
Altech Group 10 441 9 972 5 765 919 (17)<br />
Corporate and <strong>financial</strong> services 18 32 (44) (5)<br />
Inter-segment revenue (55) (57)<br />
<strong>Altron</strong> Group 25 049 23 563 6 1 579 1 946 (19)<br />
* The majority of this segment formed the discontinued operations<br />
Segment EBITDA can be reconciled<br />
to group operating profit before<br />
capital items as follows:<br />
R millions 2013 2012<br />
Segment EBITDA 1 579 1 946<br />
Reconciling items:<br />
Depreciation (353) (396)<br />
Amortisation (160) (166)<br />
Group operating profit before<br />
capital items 1 066 1 384<br />
29
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS<br />
2013 2012<br />
R millions (Audited) (Audited)<br />
Continuing operations<br />
Cash flows from operating activities 1 150 298<br />
Cash generated by operations 1 878 2 023<br />
Net finance expense (94) (55)<br />
Changes in working capital 174 (540)<br />
Taxation paid (375) (599)<br />
Cash available from operating activities 1 583 829<br />
Dividends paid, including to non-controlling interests (433) (531)<br />
Cash flows utilised in investing activities (1 137) (680)<br />
Cash flows from/(utilised in) financing activities 1 005 (326)<br />
Discontinued operations<br />
Cash flows utilised in operating activities (90) (160)<br />
Cash flows utilised in investing activities (22) (225)<br />
Cash flows (utilised in)/from financing activities (146) 363<br />
Cash flows on disposal of discontinued operations (429) –<br />
(687) (22)<br />
Net increase/(decrease) in cash and cash equivalents 331 (730)<br />
Net cash and cash equivalents at the beginning of the year 553 1 253<br />
Effect of exchange rate fluctuations on cash held 33 19<br />
Cash classified as held for sale – 11<br />
Net cash and cash equivalents at the end of the year 917 553<br />
Continuing operations 917 557<br />
Discontinued operations – (4)<br />
Note:<br />
For the year ended 29 February 2012, R137 million has been reclassified from cash flows from operating activities (movements in working capital) to cash flows<br />
utilised in investing activities. This represents investments made during the prior <strong>financial</strong> year by operating entities in respect of additions to contract fulfilment<br />
costs. Management believes that this better represents the nature of the cash flows being of an investing rather than an operating nature.<br />
30
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
OPERATIONAL CONTRIBUTION<br />
% 2013 % 2012 %<br />
R millions change (Audited) (Audited)<br />
Revenue<br />
Altech 5 10 441 42 9 972 42<br />
Bytes 15 7 004 28 6 094 26<br />
Powertech 2 7 641 30 7 522 32<br />
Corporate and eliminations (37) – (25) –<br />
6 25 049 100 23 563 100<br />
Operating profit*<br />
Altech (16) 548 51 649 47<br />
Bytes – 423 40 424 31<br />
Powertech (66) 107 10 314 23<br />
Corporate and eliminations (12) (1) (3) (1)<br />
(23) 1 066 100 1 384 100<br />
% held at % held at<br />
28 February 29 February<br />
Attributable headline earnings 2013 2012<br />
Altech 61,4 61,5 (23) 160 37 208 34<br />
Bytes 100,0 100,0 – 253 59 253 42<br />
Powertech 100,0 100,0 (99) 1 – 125 21<br />
Corporate and eliminations 100,0 100,0 17 4 17 3<br />
(29) 431 100 603 100<br />
* Operating profit is stated before capital items<br />
31
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
SUPPLEMENTARY INFORMATION<br />
32<br />
2013 2012<br />
R millions (Audited) (Audited)<br />
Borrowings 1 963 1 391<br />
– interest bearing 1 917 1 076<br />
– non-interest bearing – 244<br />
– B-BBEE funding obligation 46 71<br />
Depreciation 353 396<br />
Amortisation 160 166<br />
Net foreign exchange (gains)/losses (18) 21<br />
Capital expenditure (including intangibles) 675 687<br />
Additions to contract fulfilment costs 430 137<br />
Capital commitments 126 161<br />
Lease commitments 953 797<br />
Payable within the next 12 months: 232 189<br />
– property 208 169<br />
– plant, equipment and vehicles 24 20<br />
Payable thereafter: 721 608<br />
– property 697 580<br />
– plant, equipment and vehicles 24 28<br />
Unlisted investments (including associates)<br />
– Carrying amount 753 307<br />
– Directors’ valuation 757 307<br />
Weighted average number of shares (millions) 316 316<br />
– Ordinary shares 102 102<br />
– Participating preference shares 214 214<br />
Diluted average number of shares (millions) 319 318<br />
Shares in issue at the end of the year (millions) 317 316<br />
– ordinary shares 102 102<br />
– participating preference shares 215 214<br />
Ratios<br />
EBITDA margin (%) 6,3 8,3<br />
ROCE (%) 14,8 19,2<br />
ROE (%) 9,4 11,6<br />
ROA (%) 10,3 13,2<br />
RONA (%) 14,9 19,1<br />
Borrowings ratio (%) 37,6 24,0%<br />
Current ratio 1,2:1 1,4:1<br />
Acid test ratio 0,8:1 0,9:1<br />
Definitions:<br />
Contract fulfilment costs<br />
Contract fulfilment costs include hardware, fitment, commissions and other costs directly attributable to the negotiation and conclusion of customer service<br />
contracts. These costs are expensed over the expected period of the customer service contract.
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY<br />
Attributable to <strong>Altron</strong> equity holders<br />
Share<br />
capital<br />
Nonand<br />
Treasury Retained controlling Total<br />
R millions premium shares Reserves earnings Total interests equity<br />
Balance at 28 February 2011 (Audited) 2 241 (299) (1 192) 4 325 5 075 1 239 6 314<br />
Total comprehensive income for the year<br />
Profit for the year – – – 174 174 (253) (79)<br />
Other comprehensive income<br />
Foreign currency translation differences<br />
in respect of foreign operations – – 54 – 54 41 95<br />
Total other comprehensive income – – 54 – 54 41 95<br />
Total comprehensive income for the year – – 54 174 228 (212) 16<br />
Transactions with owners, recorded directly<br />
in equity<br />
Contributions by and distributions to owners<br />
Dividends to equity holders – – – (341) (341) (190) (531)<br />
Issue of share capital 3 – – – 3 – 3<br />
Share-based payment transactions – – 27 – 27 6 33<br />
Total contributions by and distributions to owners 3 – 27 (341) (311) (184) (495)<br />
Changes in ownership interests in subsidiaries<br />
Buy back of non-controlling interests – – 11 – 11 (30) (19)<br />
Disposal of subsidiary – – – – – (3) (3)<br />
Total changes in ownership interests in subsidiaries – – 11 – 11 (33) (22)<br />
Total transactions with owners 3 – 38 (341) (300) (217) (517)<br />
Balance at 29 February 2012 (Audited) 2 244 (299) (1 100) 4 158 5 003 810 5 813<br />
Total comprehensive income for the year<br />
Loss for the year – – – (298) (298) (631) (929)<br />
Other comprehensive income<br />
Foreign currency translation differences<br />
in respect of foreign operations – – 192 – 192 118 310<br />
Realisation of negative foreign currency translation<br />
reserve on disposal – – 120 – 120 76 196<br />
Fair value adjustment on available-for-sale investments – – (3) – (3) (2) (5)<br />
Total other comprehensive income – – 309 – 309 192 501<br />
Total comprehensive income for the year – – 309 (298) 11 (439) (428)<br />
Transactions with owners, recorded directly<br />
in equity<br />
Contributions by and distributions to owners<br />
Issue of share capital 10 – (10) – – – –<br />
Dividends to equity holders – – – (290) (290) (143) (433)<br />
Share-based payment transactions – – 17 – 17 6 23<br />
Total contributions by and distributions to owners 10 – 7 (290) (273) (137) (410)<br />
Changes in ownership interests in subsidiaries<br />
Introduction of non-controlling interests – – – – – 3 3<br />
Disposal of operations – – – – – 242 242<br />
Total changes in ownership interests in subsidiaries – – – – – 245 245<br />
Total transactions with owners 10 – 7 (290) (273) 108 (165)<br />
Balance at 28 February 2013 (Audited) 2 254 (299) (784) 3 570 4 741 479 5 220<br />
33
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
MESSAGE TO SHAREHOLDERS<br />
34<br />
The <strong>Altron</strong> <strong>financial</strong> results for the year ended 28 February 2013 are reported in an integrated manner in accordance with the G3 Guidelines of the Global<br />
Reporting Initiative (GRI) as recommended by King III, reflecting those issues that are applicable and which materially affect or contribute to the sustainable<br />
development of <strong>Altron</strong> in terms of its <strong>financial</strong> and non-<strong>financial</strong> performance.<br />
The group has achieved revenue growth, but has experienced margin pressure across most operations. Powertech experienced revenue growth primarily<br />
out of the cables group on higher copper prices. Bytes continued to perform in line with expectations, with the UK businesses contributing significantly,<br />
and positive inroads being made into African markets. Altech’s overall results were negatively impacted by impairments, a loss on disposal and operating<br />
losses of its East and West African operations. The group is encouraged that the significant operating losses of R205 million incurred by these disposed<br />
operations will not recur. Altech’s remaining businesses performed in line with expectations.<br />
External factors<br />
The macro-economic environment remains challenging and highly volatile. While there is growth in the local economy, there remains uncertainty around<br />
the future, due to a combination of global factors as well as the policy uncertainties in the local environment. Emerging market currencies, particularly<br />
the Rand, weakened and this will assist exports and provide some protection against direct foreign imports.<br />
Despite interest rates remaining low during the period under review, the building and construction sector continued to show no real signs of recovery.<br />
Demand in the electrical infrastructure market was strong in the first half of the year, led by spending from Eskom and certain of the larger municipalities,<br />
but we saw a notable decline in the second half, particularly in the electric cables business. However, parastatals have generally provided encouraging<br />
support to locally-based manufacturing operations.<br />
The telecommunications sector is seeing price deflation, particularly on the voice side, as various operators seek to grow or protect market share. The main<br />
growth area remains the data market, although margins have been under pressure with rapid declines in data package pricing in both the mobile and Internet<br />
Service Provider (ISP) spaces. Data volumes are increasingly being driven by the rapid uptake of smartphones and the inadequacies of the fixed line network.<br />
The migration to digital terrestrial television in South Africa continues to progress at a very slow pace. Nevertheless it is on an inevitable path and, as TV set-top<br />
boxes have been classified as designated products, local manufacturers should benefit.<br />
The South African information technology (IT) market has shown good growth as businesses continue to invest in new technologies. However, margins are<br />
under pressure due to the highly competitive nature of the sector, deflationary forces and the increasing commoditisation of IT products. Cloud computing<br />
is becoming an increasingly important feature of the IT sector, which will present both opportunities and some risks to the <strong>Altron</strong> group.<br />
Financial overview<br />
Income<br />
While <strong>Altron</strong>’s revenue increased by 6% to R25 billion from R23.6 billion in the comparative period, EBITDA declined by 19% from R1.9 billion to<br />
R1.6 billion, reflecting an EBITDA margin of 6.3%, down from the previous 8.3%. Headline earnings per share was down by 29% at 136 cents.<br />
The statement of comprehensive income has been split into continuing and discontinued operations in the current period, with the East African<br />
operations classified as discontinued. It should be noted that the West African operations are included in continuing operations in accordance<br />
with accounting standards.<br />
Continuing operations<br />
The group’s revenue from continuing operations increased by 7% in the current year to R24.8 billion, though EBITDA declined to R1.7 billion, a 12% decrease<br />
and representing a 6.8% EBITDA margin, as against the 8.3% in the prior year.<br />
Capital items were significantly reduced to R78 million, of which R71 million related to Altech West Africa. This, combined with an increased finance expense<br />
on higher borrowing levels, resulted in profit before taxation being consistent with the prior year. The reduction in the tax charge primarily reflects the lower<br />
STC expense, though the effective tax rate, after STC and capital items actually increased from 29.2% to 30.9%. These factors resulted in a 12% increase<br />
in profit for the year from continuing operations.<br />
Discontinued operations<br />
The operating results for the year showed the continued decline of the East African businesses, while the significant increase in capital items reflects the<br />
further impairments and ultimate loss that was taken on the disposal of these businesses.<br />
Cash management<br />
The cash flow statement has also been aligned with the split between continuing and discontinued operations, with the cash cost to the group of the<br />
East African business being a net outflow of R687 million.<br />
In the continuing operations, cash generated by operations of R1.9 billion is down around 7% on the prior year, while we have seen some R174 million<br />
released from working capital. There has been considerable focus on improving working capital levels, and working capital days are lower across the group<br />
at year-end. Cash outflows on taxation have normalised after the additional payment in the comparative period, and cash was positively influenced by reduced<br />
dividends, though some of this has been offset by the near doubling of the finance cost.<br />
Investing activities increased to R1.1 billion. A significant portion of the increase was due to capitalised subscriber acquisition costs of R430 million<br />
in the Altech group, which are recovered over the term of their contracts. Capital expenditure in continuing operations was also higher in both property,<br />
plant and equipment and capitalised research and developments costs, the latter reflecting the group’s focus on generating its own intellectual property.<br />
Powertech incurred R280 million of capital expenditure primarily in the transformers and cables operations.<br />
The R1 billion of cash derived from financing activities was predominantly due to new borrowings in Altech to fund the operating losses in East Africa<br />
as well as to meet some funding obligations associated with the disposal of its East and West African operations.
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
Subsidiary review<br />
Subsidiary income and growth<br />
Altech increased revenue by 5% to R10.4 billion from prior year levels, while EBITDA declined by 17% to R765 million with the EBITDA margin reducing<br />
from 9.2% to 7.3%. Headline earnings per share declined by 23%. Altech experienced higher finance charges and substantial capital items referred<br />
to earlier as well as an inflated effective tax rate of 56.8%, primarily as a result of the non-recognition of deferred tax assets on the losses in its East and<br />
West African operations. These operations were disposed of effective 28 February 2013, with East Africa being treated as a discontinued operation.<br />
The remaining continuing operations all performed satisfactorily, with Altech UEC generating particularly good results.<br />
Revenue at Altech Autopage Cellular was marginally down as a result of deflation in the voice environment, and the business suffered a 4% decrease in<br />
EBITDA. This was driven primarily by lower than expected Global System for Mobile communications (GSM) airtime and ISP revenue growth mitigated to<br />
a degree by good sales in prepaid airtime and value added services. A focus on service levels and customer retention has seen churn rates significantly<br />
improve and is helping to increase the subscriber base which now stands at close to 1.1 million. The integration of the business with Altech Technology<br />
Concepts has been completed and has produced cost benefits as well as a more cohesive approach to the market.<br />
The Altech Netstar group achieved revenue growth of 4% with subscriber bases increasing for both Stolen Vehicle Recovery (SVR) and Fleet Management.<br />
However, EBITDA declined by 13% with margins under pressure due to a competitive environment and resultant lower monthly Average Revenue per<br />
Vehicle (ARPV) – significant focus is being directed to cost controls to mitigate against this factor. Comprehensive plans have been formulated and<br />
implemented to grow sales, introduce value-add consumer services and invest in the fleet management offering. International expansion and partnerships<br />
remain key strategic objectives for Altech Netstar in the medium term.<br />
Altech Multimedia had a very pleasing year, with revenue increasing by 52%, and EBITDA by 44%. This significant improvement in performance can be<br />
attributed to a greater emphasis on the provision of services and a good manufacturing performance. The continued international diversification of the<br />
customer base has led to an improvement in the product mix and the business is now involved in contract manufacturing for Samsung, which has increased<br />
recoveries in the manufacturing facilities.<br />
Altech Information Technology group’s revenue remained flat and EBITDA declined by 14%, primarily as a result of the underperformance of the West African<br />
operation which has now been disposed of effective 28 February 2013. The remainder of the Altech Information Technology group performed satisfactorily,<br />
though margins were generally under pressure.<br />
The Altech Converged Services International group (Altech East Africa) reported extremely disappointing results with revenue declining by 29% and an<br />
EBITDA loss of R125 million. The East African operations were disposed of to Liquid Telecommunications Holdings Limited (Liquid) and Altech became<br />
a strategic minority shareholder in Liquid, holding 8.6% of Liquid’s issued share capital. For more information on the transaction, shareholders are referred<br />
to the SENS announcement released by Altech on 28 January 2013.<br />
Altech’s return on equity was 31,5% despite the reduced profitability of the group due to the significant impairments and losses incurred on the disposal<br />
of its East and West African operations. Their return on capital employed was 28.2%.<br />
Following the disposal of the loss making East and West African operations, Altech will now focus on maximising the returns from its remaining businesses<br />
and developing some of the new organic strategic initiatives that it has previously highlighted.<br />
Bytes reported a pleasing 15% increase in revenue to R7 billion although the EBITDA increase was limited to 1% (R531 million) as margins came under<br />
pressure. The EBITDA margin declined from 8.6% to 7.6%. Headline earnings for the Bytes group remained flat at R253 million.<br />
Bytes Document Solutions (South Africa and UK) reported a 6% increase in revenue but a decrease of 24% in EBITDA. While the Bytes Document Solutions<br />
business in the UK performed in line with expectations, improving revenue and margins slightly, the Bytes Document Solutions SA business experienced<br />
difficult market conditions, accentuated by the volatility in the Rand exchange rate. Both Lasercom and Nor Paper recovered from their poor performances<br />
of the previous period. The Bytes Document Solutions businesses will focus on improving their successful managed print services businesses which,<br />
are higher margin annuity-based offerings.<br />
Bytes Managed Solutions achieved a better than expected 4% increase in revenue and 1% increase in EBITDA. The prior year produced a record<br />
performance with substantial NCR equipment sales into the retail sector that were unlikely to be repeated, so the organic growth in this business was<br />
pleasing and well above the reported levels. The core services business continues to perform well. Bytes Managed Solutions is introducing new solutions<br />
to the <strong>financial</strong> sector such as Financial Kiosks, Teller Cash Recyclers and enabling Software Solutions.<br />
Bytes Systems Integration achieved 4% revenue growth and a decline in EBITDA of 4%. The business has continued to deliver significant new business,<br />
particularly in the <strong>financial</strong> services sector. The acquisition of Alliance Business Solutions, an Oracle Software implementation consultancy, in October 2012<br />
contributed positively to the business.<br />
Bytes Healthcare Solutions performed well, increasing revenue by 9% and EBITDA by 5% which was well ahead of expectations given that its market<br />
strength constrains growth opportunities and it has been investing in some new business initiatives.<br />
Bytes Universal Systems, a new division formed in April 2012 as a result of the acquisition of Unisys Africa, contributed revenue of R231 million and<br />
EBITDA of R18 million towards the group over 11 months. The business has performed particularly well in the petroleum and public sectors.<br />
Bytes People Solutions produced particularly pleasing results, increasing revenue by 11% and EBITDA by 15%, as it continues to develop its portfolio<br />
of training solutions.<br />
The Bytes International operations returned excellent results, increasing revenue by 37% and EBITDA by 42% in Rand terms. The UK Software Services side<br />
of the business performed well, increasing revenues by 32% although margins are under pressure since the change in the Microsoft rebate structure.<br />
The overall profitability of the International businesses was significantly assisted by the inclusion of a full year of Security Partnerships Limited which was<br />
acquired on 1 August 2011 and performed ahead of expectations.<br />
Bytes’ return on equity was 20%, while return on capital employed was 21.5%.<br />
35
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
MESSAGE TO SHAREHOLDERS continued<br />
36<br />
Bytes’ prospects are viewed as positive as it builds on the momentum created over the last few years and consolidates its position as the largest South<br />
African-owned IT group. However, margin pressure is expected to continue. Bytes continues to look for cross-sell opportunities within the <strong>Altron</strong> group,<br />
and expansion into Africa, together with some of its current clients. Bytes South Africa is currently undergoing a realignment of its business units as well<br />
as the creation of a shared services centre with a view to further enhancing customer service, market reach and reducing administration costs.<br />
Powertech has experienced an extremely challenging year, mainly in the second half, and while revenue increased by 2% to R7.6 billion, EBITDA reduced<br />
by 42% to R288 million and the EBITDA margin declined from 6.7% to 3.8%. Headline earnings for the Powertech group decreased by 99% to R1 million.<br />
Although the Powertech Cables group increased revenue by 5%, reduced margins resulted in a 54% decline in EBITDA. Revenue growth was attributable<br />
to higher and more stable demand for product in the first six months of the year as well as a higher average copper price through the year. However, in the<br />
second half it experienced significantly reduced demand from the formal sector and, while much of the revenue was replaced with informal sector business,<br />
this was at significantly lower margins, particularly in the last quarter. The decreased profitability was exacerbated by the transport strike in<br />
September 2012, which had a ripple effect on the entire supply chain. In view of these developments, the local cables operation has entered into<br />
an exercise to further reduce its fixed cost base. The formal sector demand is expected to pick up after the award of certain tenders and<br />
significant opportunities exist in the renewables and rail sectors, where we have already seen some success. The international cables operations in<br />
Iberia are operating in a depressed economic environment, but progress is being made in addressing these issues. Spain, which is now focusing<br />
on export markets, saw an improvement in the second half of the year, though it is still generating losses. The Portuguese operation,<br />
which delivered a profit in the first half, has since undergone a restructuring that should enhance its profitability going forward.<br />
The Powertech Transformers group improved revenue by 1% while EBITDA decreased by 36%. The decline in profitability was due to a combination of margin<br />
pressure, product mix, less favourable contract price adjustments and operational challenges at the distribution transformer facility in Johannesburg and the<br />
power transformer factory in Pretoria West, which are being addressed. However, the distribution transformer factory in Cape Town performed well. To date,<br />
demand for distribution transformers has remained low in the building and construction industry but new municipal spend is resulting in steady growth in the<br />
small to medium distribution market. The power transformer market is still receiving steady demand from Eskom, while the new Switchgear division contributed<br />
positively towards the Transformers group.<br />
Revenue decreased by 17% in the Powertech Batteries group while EBITDA declined by 25%, with most of these declines attributable to the disposal of the<br />
industrial battery business in November 2011. The automotive business performed well in the first half of the year, but in the second half experienced tighter<br />
margins due to pricing pressure from competitors. Battery sales into Africa increased significantly, though these are still relatively small in absolute terms.<br />
Powertech System Integrators has seen revenue decline by 5% over the prior period and a 45% decrease in EBITDA levels. Strike Technologies has been the<br />
standout performer of the group as it delivered on the Demand Side Management projects it was involved in with Powertech IST Otokon. Powertech IST has not<br />
delivered results according to expectations and the group has been subject to a restructure which involved the closure of some loss making divisions in order<br />
to drive better performance out of this asset. Powertech System Integrators should be boosted going forward by the recent acquisition of QuadPro, a business<br />
focused on turnkey sub-station solutions, which brings a strong order book and significant experience to the electrical sub-station industry.<br />
Powertech’s return on equity was 0% while return on capital employed was 3.2%.<br />
Following a disappointing second half at Powertech, various restructuring projects have been undertaken to reduce costs and refocus various businesses. These<br />
are expected to improve results in the short term. Powertech’s prospects appear positive considering that there is continued emphasis on infrastructure spend<br />
in the country and support from State-owned entities for local manufacturing operations. New opportunities exist in the service and supply of renewable energy<br />
solutions as well as the increased demand from the transport sector. A number of initiatives are underway to balance the group’s exposure to the building and<br />
construction sector, expand sales into Africa and reduce reliance on pure manufacturing operations.<br />
Corporate activity<br />
The following transactions were concluded during the period under review:<br />
• With effect from 31 March 2012, Bytes South Africa acquired 100% of the issued share capital of Unisys Africa, from Unisys Corporation and a local<br />
empowerment company CyberKnowledge Systems Investments, for a purchase price of R89 million. Unisys has been merged into the existing operations<br />
of the Bytes group and has increased its exposure to the public sector.<br />
• Bytes, through Bytes Systems Integration, acquired Alliance Business Solutions, a leader in the South African ERP space and an Oracle Platinum Partner<br />
with effect from 1 October 2012 for an estimated purchase price of R61 million, subject to certain earn outs. The acquisition seeks to leverage synergistic<br />
Oracle capabilities and cloud-based solutions to the combined customer base.<br />
• With effect from 1 November 2012, Powertech acquired a 51% stake in QuadPro a turnkey solutions provider specialising in electrical sub-stations for<br />
R9 million. This business has been combined with a similar division in Powertech System Integrators which will be synergistic and provide critical<br />
mass to the electrical sub-station industry.<br />
• Altech has disposed of its 75% equity stake in Altech West Africa, a secure recharge voucher and plastic card manufacturer. This transaction was effective<br />
on 28 February 2013.<br />
• On 28 February 2013, Altech disposed of its East African operations to Liquid Telecommunications Holdings Limited (Liquid) and Altech became a strategic<br />
minority shareholder in Liquid, holding 8.6% of Liquid’s issued share capital, with shareholder voting rights amounting to 10% and representation on the<br />
board of Liquid.<br />
The following transaction was concluded post the balance sheet date:<br />
• Effective 1 March 2013, Bytes Technology Group South Africa acquired Brand New Technologies Proprietary Limited (“BNTech”) for a total estimated<br />
consideration of R63.3 million of which R49 million is deferred and payable on the achievement of certain earn-outs over the next three years.<br />
BNTech is a leading provider of identity management products and solutions, specialising in protecting, securing and validating identities.<br />
The acquisition of BNTech complements existing Bytes offerings and allows the group to offer and provide a holistic identity management<br />
solution on a turnkey basis, both in South Africa and into Africa.
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
Human capital<br />
<strong>Altron</strong> has maintained its Level 3 rating in respect Broad-Based Black Economic Empowerment. Bytes has been rated at Level 2, while Altech and<br />
Powertech were both rated at Level 3. Bytes and Altech will in future be rated in accordance with the newly-gazetted ICT Charter. <strong>Altron</strong> has commenced<br />
with the implementation of its Human Capital Strategy “Beyond 2012” that was adopted in July 2012.<br />
In April 2013, <strong>Altron</strong> was ranked number 24 in the Most Empowered Companies in South Africa survey. Altech was ranked number 23 in the<br />
same national survey.<br />
Sustainability<br />
In January 2013, <strong>Altron</strong> formally launched its group sustainability strategy, together with a sustainability manual. This strategy is in line with<br />
the group’s four core themes and objectives identified in 2012. <strong>Altron</strong>’s objectives remain to: improve profitable revenue growth, invest in its people,<br />
lead through innovation and build and maintain strategic alliances. To monitor the core themes and objectives, 12 material focus areas were identified<br />
in 2013. As part of its on-going commitment towards the environment, <strong>Altron</strong> revised its environmental baseline data in 2012 and will provide feedback<br />
in this regard in the 2013 integrated annual report. At the same time, <strong>Altron</strong> will report on progress made towards achieving its three-year environmental impact<br />
reduction targets. These targets are monitored on an on-going basis using the updated electronic data capturing system rolled out in 2012.<br />
During 2013, <strong>Altron</strong> will again participate in the Carbon Disclosure Programme (CDP) as well as the Water CDP project.<br />
Corporate governance<br />
The <strong>Altron</strong> group continues to embrace the recommendations of King III and strives to ensure that all disclosures to shareholders are timely, accurate, balanced<br />
and relevant.<br />
Further to our SENS announcement published in May 2010, we continue to co-operate with the Competition Authorities regarding their investigations into<br />
alleged prohibited practices by Aberdare Cables and other competitors in the power cable market.<br />
In these tough and challenging market conditions, the group has pursued an aggressive training strategy of re-enforcing ethical business practices and<br />
leadership throughout the group, which was recently recognised by <strong>Altron</strong> being rated the top company in South in the South African Business Ethics Survey run<br />
under the auspices of the Ethics Institute of South Africa.<br />
Outlook<br />
The disposal of Altech’s East and West African operations will remove a significant cash and earnings drain on the group. As indicated above, there are<br />
a number of initiatives underway that will deliver a lower cost base and improve the group’s ability to service growing areas of the market. <strong>Altron</strong> expects<br />
to see the benefits of these factors start to realise in the coming <strong>financial</strong> year.<br />
Nevertheless, the current business environment is not an easy one in which to operate, particularly given the on-going policy uncertainties and threat of labour<br />
unrest. <strong>Altron</strong> intends continuing to focus on the basics of rigorous cost control, working capital management and extracting efficiencies from its businesses.<br />
Margin erosion will be countered by expanding the group’s product portfolio, implementing shared services and lowering its cost base.<br />
Notwithstanding the aforesaid challenges, <strong>Altron</strong> believes that significant opportunities exist for:<br />
• Altech in the convergence space;<br />
• Bytes to build on its strong performance of the last few years and expand its products and services as well as its presence in the public sector; and<br />
• Powertech within the electrical services, transport and renewable energy sectors.<br />
Acknowledgements<br />
The board would like to once again express its appreciation to all of its customers, staff, business partners, shareholders and other stakeholders for their support<br />
during the past year and for their continued belief in the future sustainability of the group and its strong underlying businesses.<br />
Dividend<br />
Notice is hereby given that on Tuesday, 7 May 2013, <strong>Altron</strong> declared a gross ordinary dividend (number 65) of 60.0 cents per ordinary share (2012: 92.0 cents)<br />
and a gross participating preference dividend (number 19) of 60.0 cents per participating preference share (2012: 92.0 cents) for the period 1 March 2012<br />
to 28 February 2013, payable on Monday, 1 July 2013 to holders of the ordinary and participating preference shares recorded in the books of the company at<br />
close of business on Friday, 28 June 2013.<br />
The dividends have been declared out of income reserves and will be subject to dividends tax. The local dividends tax rate is 15%. The company has no<br />
secondary tax on companies’ credits available.<br />
Accordingly, the net local dividend amount is 51.0 cents per ordinary and participating preference shares for shareholders liable to pay the new dividends<br />
tax and 60.0 cents per ordinary and participating preference shares for shareholders exempt from paying the new dividends tax.<br />
In terms of the dividends tax legislation, the dividends tax amount due will be withheld and paid over to the South African Revenue Service (“SARS”)<br />
by a nominee company, stockbroker or Central Security Depository Participant (“CSDP”) (collectively “Regulated Intermediary”) on behalf of shareholders.<br />
However, all shareholders should declare their status to their Regulated Intermediary, as they may qualify for a reduced dividends tax rate or they may<br />
even be exempt from dividends tax.<br />
<strong>Altron</strong>’s issued share capital at the declaration date is 105 669 131 ordinary shares and 241 848 047 participating preference shares.<br />
<strong>Altron</strong>’s tax reference number is 9725/149/71/1.<br />
In compliance with the requirements of STRATE, the following dates are applicable:<br />
Last day of trading to qualify for and participate in the dividend (cum dividend) Friday, 21 June 2013<br />
Trading ex-dividend commences Monday, 24 June 2013<br />
Record date Friday, 28 June 2013<br />
Dividend payment date (electronic and certificated) Monday, 1 July 2013<br />
Dividend cheques in payment of these dividends are no longer, as a result of increasing fraud, posted to certificated shareholders, but may instead be collected<br />
from the offices of the transfer secretaries from Monday, 1 July 2013. Electronic payment to certificated shareholders will be made simultaneously.<br />
37
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
MESSAGE TO SHAREHOLDERS continued<br />
Shareholders who have dematerialised their share certificates will have their accounts at their Central Securities Depository Participant or broker credited on<br />
Monday, 1 July 2013.<br />
Share certificates may not be dematerialised or re-materialised from Monday, 24 June 2013 to Friday, 28 June 2013, both days inclusive.<br />
In accordance with the company’s memorandum of incorporation, dividends amounting to R30.00 or less due to any one holder of the company’s ordinary<br />
or participating preference shares, held in certificated form, will not be paid, unless otherwise requested in writing, but will be aggregated with other<br />
such amounts and be donated to a charity nominated by the directors.<br />
Annual General Meeting<br />
<strong>Altron</strong>’s 67th annual general meeting will be held in The <strong>Altron</strong> Boardroom, 5 Winchester Road, Parktown, Johannesburg on Monday, 22 July 2013 at 09h30.<br />
Further details of the company’s annual general meeting will be contained in <strong>Altron</strong>’s integrated annual report to be posted to shareholders on or about<br />
1 June 2013.<br />
On behalf of the board<br />
Dr Bill Venter Robert Venter Alex Smith<br />
Chairman Chief Executive Chief Financial Officer<br />
7 May 2013<br />
38
<strong>Altron</strong> Summarised Audited Consolidated Financial Statements for the year ended 28 February 2013<br />
CORPORATE INFORMATION<br />
BOARD OF DIRECTORS<br />
Independent non-executive:<br />
Mr NJ Adami<br />
Mr GG Gelink<br />
Mr MJ Leeming<br />
Dr PM Maduna<br />
Ms DNM Mokhobo<br />
Mr JRD Modise<br />
Mr SN Susman<br />
Non-executive:<br />
Dr WP Venter (Chairman)<br />
Mr MC Berzack<br />
Executive:<br />
Mr RE Venter (Chief Executive)<br />
Mr RJ Abraham<br />
Mr AMR Smith*<br />
Mr CG Venter<br />
* British<br />
Secretaries:<br />
<strong>Altron</strong> Management Services (Pty) Ltd – Mr AG Johnston<br />
(Group Company Secretary)<br />
Sponsor:<br />
Investec Bank<br />
The <strong>summarised</strong> <strong>audited</strong> <strong>consolidated</strong> <strong>financial</strong> <strong>statements</strong> are available at www.altron.com
www.altron.com