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Notes |
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R millions |
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Basis of preparation |
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The abridged consolidated
financial statements have been prepared in accordance
with the recognition and |
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measurement criteria of
International Financial Reporting Standards (IFRS) and
its interpretations adopted by |
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the International Accounting
Standards Board (IASB) in issue and effective at 28
February 2009 and the presentation and |
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disclosure requirements of IAS 34,
Interim Financial Reporting and in compliance with the
Listings |
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Requirements of the JSE Limited. |
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The accounting policies followed
are consistent with those used in the prior year. |
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Auditor's report |
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KPMG Inc's unmodified auditor's
report included in the consolidated annual financial
statements and |
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on the abridged consolidated
annual financial statements contained in this abridged
report |
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are available for inspection at
the company's registered office. |
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2009 |
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2008 |
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(Audited) |
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(Audited) |
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Headline earnings per share
(cents) |
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(27%) |
275 |
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375 |
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Diluted headline earnings per
share (cents) |
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(21%) |
257 |
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327 |
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Adjusted headline earnings per
share (cents) |
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(24%) |
295 |
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387 |
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Adjusted diluted headline earnings
per share (cents) |
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(18%) |
277 |
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339 |
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1. Capital items |
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Net gain on disposal of property,
plant and equipment |
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23 |
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2 |
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Impairment of property, plant and
equipment |
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(12) |
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- |
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Impairment of goodwill |
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(90) |
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(86) |
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Goodwill adjustment on reversal of
at acquisition tax losses |
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- |
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2 |
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Net gain/(loss) on disposal of
businesses and investments |
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58 |
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(1) |
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Foreign currency translation
reserve released on disposal |
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- |
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(7) |
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(21) |
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(90) |
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2. Reconciliation between
earnings and |
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headline earnings |
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Attributable to Altron equity
holders |
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835 |
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1,019 |
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Capital items - gross |
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21 |
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90 |
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Tax effect of capital items |
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8 |
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- |
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Deferred tax assets reversed on at
acquisition tax losses |
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- |
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2
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Minority interest in capital items |
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(3) |
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(39) |
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Headline earnings |
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861 |
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1,072 |
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3. Reconciliation between
attributable earnings and |
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diluted earnings |
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Attributable to Altron equity
holders |
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835 |
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1,019 |
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Dilutive earnings attributable to
BBBEE minorities in subsidiaries |
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(44) |
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(118) |
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Dilutive earnings attributable to
dilutive options at subsidiary level |
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(17) |
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(14) |
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Minority interest in adjustments |
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8 |
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7 |
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Diluted earnings |
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782 |
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894 |
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4. Reconciliation between
headline earnings and |
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diluted headline earnings |
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Headline earnings |
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861 |
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1,072 |
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Dilutive earnings attributable to
BBBEE minorities in subsidiaries |
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(41) |
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(118) |
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Minority interest in adjustments |
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8 |
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8
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Dilutive earnings attributable to
dilutive options at subsidiary level |
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(17) |
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(17) |
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Diluted headline earnings |
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811 |
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945 |
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5. Reconciliation between
headline earnings and |
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adjusted headline earnings |
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Adjusted headline earnings have
been presented to demonstrate the |
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impact of some once off events and
accounting charges on the headline |
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earnings of the group. Headline
earnings are reconciled to adjusted |
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headline earnings as follows: |
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Headline earnings |
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861 |
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1,072 |
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Amortisation of intangibles
arising on business combinations |
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104 |
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40 |
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IFRS 2 charge on BBBEE
transactions |
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- |
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3 |
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Costs associated with proposed
purchase of minorities in subsidiaries |
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- |
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13 |
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Tax effect of adjustments |
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(29) |
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(14) |
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Minority interest in adjustments |
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(12) |
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(8) |
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924 |
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1,106 |
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6. Reconciliation between
diluted headline earnings and |
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adjusted diluted headline
earnings |
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Diluted headline earnings |
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811 |
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945 |
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Amortisation of intangibles
arising on business combinations |
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104 |
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40 |
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IFRS 2 charge on BBBEE
transactions |
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- |
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3 |
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Costs associated with proposed
purchase of minorities in subsidiaries |
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- |
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13 |
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Tax effect of adjustments |
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(29) |
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(14) |
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Minority interest in adjustments |
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(12) |
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(8) |
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874 |
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979 |
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Fully diluted earnings, diluted
headline earnings and adjusted diluted headline earnings
have been |
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calculated in accordance with IAS
33 - Earnings per share on the basis that: |
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- Kagiso Strategic Investments
(Pty) Limited exercised its full option on 22% of the
shares in Bytes Technology |
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Group South Africa (Pty) Limited
adjusted for the dilutive effect of the option price at
the Bytes Technology |
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Group SA level for the four months
prior to the exercise of the said option effective 1
July 2008. |
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- The recognition of the deferred
sale of a 30% interest in Aberdare Cables to the Izingwe
Consortium based |
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on the assumption that the
outstanding purchase price will be settled in cash for
R106 million (comprising the empowerment funding |
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obligation net of excess cash
deposits of R6 million), adjusted for the dilutive
effect of the option price at the Aberdare level and
after |
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taking into account the 10%
investment in the Izingwe Consortium by Power
Technologies (Pty) Limited. |
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- The recognition of the deferred
sale of a 30% interest to Platina Venture Holdings (Pty)
Limited in Alcom Matomo |
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based on the assumption that
the internally financed purchase price will be settled
in cash of R13 million, |
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adjusted for the dilutive
effect of the option at Alcom Matomo level. |
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- The earnings effect of dilutive
options at Allied Technologies Limited level. |
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7. Acquisitions of subsidiaries |
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Bytes Group |
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During the period the Bytes group
acquired a number of operations, namely Planflow - 1
March 2008, Intelleca - 1 April 2008 |
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and NOR Paper - 1 July 2008 for an
aggregate consideration of R301 million, of which R49
million is deferred. |
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In the year to 28 February 2009
these acquisitions contributed R329 million to revenue
and R15 million to the |
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consolidated profit after tax. If
the acquisitions had occurred on 1 March 2008, group
revenue and net profit after tax |
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before allocations would have
increased by a further R117 million and R16 million
respectively. |
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Recognised |
Fair value |
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Carrying |
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values |
adjustments |
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amount |
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Non-current assets |
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13 |
85 |
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98 |
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Current assets |
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149 |
- |
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149 |
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Non-current liabilities |
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(1) |
(26) |
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(27) |
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Current liabilities |
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(57) |
- |
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(57) |
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Net identifiable assets and
liabilities |
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104 |
59 |
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163 |
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Goodwill arising on acquisition |
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138 |
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Total consideration |
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301 |
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Less cash and cash equivalents in
subsidiaries acquired |
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(5) |
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Less deferred purchase
consideration |
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(49) |
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Cash outflow from the group on
acquisitions |
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247 |
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Powertech Group |
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On 1 April 2008 the Powertech
group acquired the remaining 50% of Powertech
Transformers (Pty) Limited that it had not |
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previously owned for a
consideration of R320 million. |
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In the year to 28 February 2009
the acquisition of the remaining 50% contributed R814
million to revenue and R44 million to the |
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consolidated profit after tax. If
the acquisition had occurred on 1 March 2008, group
revenue and net profit after tax |
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before allocations would have
increased by a further R54 million and R4 million
respectively. |
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Recognised |
Fair value |
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Carrying |
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values |
adjustments |
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amount |
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Non-current assets |
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110 |
166 |
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276 |
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Current assets |
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891 |
15 |
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906 |
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Non-current liabilities |
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(2) |
(51) |
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(53) |
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Current liabilities |
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(562) |
- |
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(562) |
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Net identifiable assets and
liabilities |
|
|
437 |
130 |
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567 |
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Attributable to minorities |
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(42) |
(23) |
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(65) |
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Net attributable assets and
liabilities |
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395 |
107 |
|
502 |
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Goodwill arising on acquisition |
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69 |
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Total consideration |
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571 |
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Less fair value of existing joint
venture interest applied to business combination |
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(251) |
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Less cash and cash equivalents in
subsidiaries acquired |
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(71) |
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Cash outflow from the group on
acquisition |
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249 |
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Altech Group |
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On 1 March 2008, the Altech group
acquired from Sameer ICT Limited (Sameer) 51% of the
issued share capital of Kenya Data |
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Networks Limited (KDN), Swift
Global(Kenya) Limited (Swift) and Infocom Limited (Infocom).The
purchase price of US$75 million |
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was allocated as follows: |
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- US$68 million for the shares in
KDN. |
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- US$5 million for the shares in
Swift. |
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- US$2 million for the shares in
Infocom. |
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Of the total purchase price of
US$75 million referred to above, an amount of US$10
million has been held in escrow, |
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to be released to the vendors of
the shares concerned against the achievement of an
aggregated combined profit after taxation of |
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at least US$11.7 million for the
12 months ended 28 February 2009. The warranted profits
were achieved. |
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In addition the Altech Group and
Sameer injected new capital of US$20 million into the
three companies acquired, of which 51% |
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was provided by the Altech Group
and the remaining 49% was provided by Sameer.Therefore,
the Altech Group's total |
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investment was US$85.2 million,
comprising the purchase price of US$75 million and the
cash injection of US$10.2 million. |
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The goodwill arising is
attributable to the market dominance of the businesses
in their regions and the human capital acquired. |
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On 1 March 2008 and 31 March 2008
the group acquired 100% of the Altech Netstar franchises
in Witbank and Bloemfontein respectively. |
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Recognised |
Fair value |
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Carrying |
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values |
adjustments |
|
amount |
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Non-current assets |
|
|
|
317 |
159 |
|
476 |
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Current assets (including capital
subscription proceeds) |
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268 |
- |
|
268 |
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Non-current liabilities |
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(190) |
(42) |
|
(232) |
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Current liabilities |
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(132) |
- |
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(132) |
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Net identifiable assets and
liabilities |
|
|
263 |
117 |
|
380 |
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Attributable to minorities |
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(129) |
(49) |
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(177) |
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Net attributable assets and
liabilities |
|
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134 |
68 |
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203 |
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Goodwill arising on acquisition |
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499 |
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Total consideration |
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702 |
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Less deferred purchase
consideration |
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(82) |
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Consideration paid in cash |
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620 |
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Less amount paid for subscription
shares and received by subsidiary companies |
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(82) |
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Less cash and cash equivalents in
subsidiaries acquired |
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(3) |
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Cash outflow from the group on
acquisitions |
|
|
|
|
|
535 |
|
|
|
|
|
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In the year to 28 February 2009
these acquisitions contributed R449 million to revenue
and R101 million to the |
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consolidated profit after tax. If
the Bloemfontein acquisition had occurred on 1 March
2008, group revenue and net profit |
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after tax before allocations would
have increased by a further R1 million and R0.2 million
respectively. These amounts have been |
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calculated using the group’s
accounting policies and by adjusting the results of the
subsidiaries to reflect amortisation on |
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the fair value adjustments to
intangible assets from 1 March 2008, together with
consequential tax effects. |
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8. Post balance sheet acquisitions |
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Acquisition of 100% interest in
Fleetcall (Pty) Limited (Fleetcall) |
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Altech has signed agreements to
acquire 100% of the issued share capital of Fleetcall on
1 March 2009. |
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The maximum purchase price is R75
million which is payable as follows in cash: |
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- First tranche: R40 million; |
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- Second tranche: R35 million
payable on achievement of warranted profits. |
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Fleetcall is the only trunked
two-way radio operator in South Africa. |
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Acquisition of 100% interest in
Lateral Technology Concepts (Pty) Limited (Technology
Concepts) |
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Altech has signed agreements to
acquire 100% of the issued share capital of Technology
Concepts on 1 April 2009. |
|
|
The maximum purchase price is R45
million which is payable in cash as follows: |
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- Initial payment of R7.5 million |
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- The remaining maximum amount of
R37.5 million to be paid in terms of an earn-out
mechanism over two years based on |
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after tax profit targets for the
years ending February 2010 and February 2011, being
achieved. |
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Technology Concepts is an
established internet technology services business and
corporate internet service provider. |
|
|
This acquisition enhances Altech
Autopage Cellular's ability to provide data services to
its voice cellular subscribers, |
|
|
recognising the developing
convergence of voice and data in the telecoms arena and
the increasing demand for bundled |
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services. |
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The purchase price allocations for
each of these acquisitions will be performed during the
2010 financial |
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year, which will identify any
recognisable intangible assets and determine the quantum
of any goodwill. |
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The acquirees' balance sheets for
both acquisitions at the date of the acquisitions are as
follows: |
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