Brimstone Portfolio. Profitability. Empowerment. Positive Social Impact.

Transcription

1 Profitability. Empowerment. Positive Social Impact. ISIN Number: ZAE Share Code: BRT ISIN Number: ZAE Share Code: BRN Company Registration Number: 1995/010442/06 (Incorporated in the Republic of South Africa) ( Brimstone or the Company ) REVIEWED preliminary condensed consolidated financial RESULTS FOR THE YEAR ENDED 31 DECEMBER 2014 COMMENTARY Total Assets increased by R1.1 billion to R7.9 billion at 31 December Intrinsic Net Asset Value (INAV) increased 16.1% from R4.19 billion in the previous year to R4.86 billion. Investments in the food sector comprise 40% of intrinsic gross asset value, followed by healthcare at 29%, financial services at 11%, infrastructure at 10%, and restricted BEE structures at 7%. The balance comprises smaller investments across various sectors. The Company s shares performed well during the year with the Ordinary share price growing by 21.4% and the N Ordinary share price growing by 17.9% over the year. Profit for the year under review decreased as a result of losses incurred by subsidiary Lion of Africa Insurance Company, lower fair value gains on underlying investments, reduced equity accounted earnings, and an impairment of an investment in an associate. The Company declared a final dividend of 30 cents per share, and a special dividend of 20 cents per share. Brimstone Portfolio SUBSIDIARIES Sea Harvest (58.44%) Catches for 2014 were 18% ahead of prior year, driven by improved vessel utilisation and increased catch rates. Both the wet fish and freezer fleets performed well during the year. Sales were strong both locally and internationally with continued demand for hake. This resulted in reasonable price increases being achieved in the local market and prices being maintained in the low inflationary export markets, which further benefited from favourable exchange rates. Revenue was 10% higher than last year. Sea Harvest maintained its position as a market leader in the South African frozen fish retail segment. Operating profit before interest and exceptional items increased by 58% to R109 million. Sea Harvest expanded its fleet with the acquisition of a new vessel, Harvest Atlantic Peace at a cost of R130 million. Lion of Africa Holdings (100%) Lion of Africa experienced another year of disappointing results, reporting a loss from operations of R180 million which included a charge of R86 million arising from the annual impairment review of reinsurance assets. The investment has been written down to R20 million from R140 million at the end of the previous year. Remedial action has commenced with a strategic and operational review of this investment. House of Monatic (100%) House of Monatic s turnover increased to R184 million while its operating profit decreased by 31% to R7.2 million. House of Monatic is continuing to increase its share of the corporate wear market as well as expanding its C 2 retail chain. Employment levels remained stable throughout the year. 1

2 ASSOCIATES AND JOINT VENTURES Oceana (16.81%) Oceana s share price closed at R per share, up from R82.00 per share at 31 December Brimstone received dividends of R75.8 million from Oceana during the year under review and recorded R29.8 million in equity accounted earnings. Oceana made a distribution to its staff share trust during the year. Brimstone s share amounting to R58.9 million was charged directly to Retained Earnings. Aon Re Africa (18%) Aon Re Africa trading as Aon Benfield, is the leading reinsurance broker licensed and operating in South Africa and the rest of the continent. Aon Re Africa successfully secured new business across all divisions with impressive organic growth specifically in Africa. Brimstone received a dividend of R7.5 million from Aon Re Africa and recorded R0.6 million in equity accounted earnings during the year under review. The Scientific Group (28.2%) Brimstone, as part of the consortium that owns The Scientific Group, has entered into an agreement with Ascendis Health Limited in October 2014 for the disposal of 100% of the diagnostics business of The Scientific Group, being the majority of The Scientific Group s business. The effects of this disposal will be accounted for by Brimstone in 2015 as certain conditions precedent are still outstanding. The consortium will retain the medical business of The Scientific Group. Brimstone recorded R2.9 million in equity accounted earnings from The Scientific Group for the year. Afena Capital (28.79%) Afena Capital is an investment management firm that offers specialist equity and balanced portfolios serving the Southern African institutional market. Brimstone received a dividend of R2.6 million from Afena during the year under review which exceeded equity accounted earnings from Afena by R0.8 million. Following the loss of certain assets under management, Brimstone has impaired its investment in Afena by R28.3 million to R21 million. Grindrod (4.97%) Grindrod has evolved from being primarily focused on shipping into an operationally integrated company providing end-to-end solutions for the movement of cargo by road, rail and sea using specialised assets and infrastructure focused on dry-bulk and liquid-bulk commodities, vehicles and containers. In July 2014 Brimstone, via a consortium of investors including Calulo Investments Proprietary Limited and Solethu Investments Proprietary Limited, subscribed for 64 million Grindrod ordinary shares at a price of R25.00 per share, resulting in the Consortium SPV having a shareholding in Grindrod of approximately 8.4%. Brimstone has a shareholding of 59.2% in the Consortium SPV, resulting in an effective indirect shareholding in Grindrod of 4.97%. Due to shared control in the structure, Brimstone accounts for its share of the results in the Consortium SPV as a joint venture. Brimstone s share of the consortium losses amounted to R96 million. Grindrod s share price closed at R22.40 at year end. Brimstone s share of the losses of the joint venture comprise the following: Reviewed Year ended 31 December 2014 R 000 Fair value losses (98 526) Net finance costs (17 296) Other net income Taxation Equity accounted loss (95 955) 2

3 INVESTMENTS Life Healthcare (5.04%) Life Healthcare s share price closed at R42.76 per share, up from R41.86 per share at 31 December The investment was revalued upwards by R47.3 million. Brimstone received dividends amounting to R126.5 million during the year, which included a special dividend of R52.5 million. Brimstone remains one of the largest shareholders in Life Healthcare which will continue to focus on its growth objectives in South Africa, India and Poland. MTN Zakhele (2.68%) MTN Zakhele is a Black owned investment company that holds approximately 4% of MTN Group. The success of MTN Zakhele depends on the share price performance of MTN Group as well as the dividends paid by MTN Group as MTN Zakhele uses the dividends received to reduce its funding obligations. During 2014, MTN Zakhele shares started trading over the counter between Black individuals and groups. Brimstone acquired a further 1.16 million MTN Zakhele shares during 2014 at an average price of R99.10 per share. At year end Brimstone held 2.2 million MTN Zakhele shares, which closed at R per share. The investment was revalued downwards by a net R11.7 million. Previously it was valued as an option which was priced at a premium to the current traded value. Nedbank (0.46%) Brimstone s rights to Nedbank shares, accounted for as options, have been revalued at year end based on the estimated number of unencumbered shares Brimstone will retain subsequent to the exercise by Nedbank of its call option, which is expected to be exercised by the end of February The valuation was based on a closing price of R per share, up from R per share at 31 December The investment was revalued upwards by R151 million and has been included in current assets. Old Mutual (0.35%) Brimstone s rights to Old Mutual plc shares, accounted for as options, have been revalued at year end, based on a closing price of R34.70 per share, up from R33.79 per share at 31 December The investment was revalued upwards by R28.3 million. This investment is included in current assets as the rights mature on 1 May Phuthuma Nathi (4.11%) Phuthuma Nathi is a Black owned investment company that holds 20% of MultiChoice South Africa and whose shares trade over the counter. Multichoice South Africa comprises businesses that operate pay-television subscriber platforms (DSTV), pay-television channels and internet and mobile platforms in South Africa. Full-year consolidated revenues and core headline earnings both grew by 15% for the year ended March The preference share funding in Phuthuma Nathi has now been fully repaid. Brimstone acquired a further 1.1 million Phuthuma Nathi shares in 2014 at an average price of R per share. Brimstone received dividends of R 19.8 million from Phuthuma Nathi. At year end Brimstone held 2.1 million Phuthuma Nathi 1 shares and 0.7 million Phuthuma Nathi 2 shares, which closed at R and R per share respectively. The investment was revalued upwards by R81.5 million. Rex Trueform and African & Overseas Enterprises (Queenspark) (22%) Brimstone holds a 22% effective economic ownership in Rex Trueform and African & Overseas Enterprises, which it acquired in The market price of all classes of Rex Trueform and African & Overseas Enterprises shares increased during the year under review resulting in a upward revaluation of R4.8 million. Taste Holdings (14.21%) During 2014, Taste Holdings concluded a Master Franchise Agreement with Domino s Pizza which enables it to develop the Domino s Pizza brand in seven Southern African countries. This agreement will allow Taste Holdings to convert its existing Scooters and St Elmo s outlets into Domino s Pizza outlets as well as open new Domino s Pizza outlets. Taste Holdings raised R180 million through a rights issue to partly fund the Domino s Pizza rollout and to pursue other opportunities. Taste Holdings acquired Arthur Kaplan Jewellers, a leading luxury watch and jewellery retailer in the fourth quarter of Brimstone acquired a further 13.2 million Taste Holdings shares during 2014 at R3 per share. The share price closed at R3.20, down from R3.75 per share at 31 December Tiger Brands (0.94%) Brimstone s rights to Tiger Brands shares, accounted for as options, have been revalued at year end. The independently calculated option valuation was based on a closing share price of R per share, up from R per share at 31 December The investment was revalued upwards by R161 million. These rights mature on 31 December

4 HEADLINE EARNINGS PER SHARE Reviewed Audited Year ended Year ended 31 December 31 December Headline earnings per share (cents) Basic Diluted Headline earnings calculation (R 000) Net profit attributable to equity holders of the parent Loss/(profit) on disposal of property, plant, equipment and vehicles 334 (4 850) Impairment of investment in associate Adjustments relating to results of associates (1 937) (456) Total tax effects of adjustments Headline earnings Weighted average number of shares on which earnings and headline earnings per share is based (000 s) Weighted average number of shares on which diluted earnings and diluted headline earnings per share is based (000 s) INTRINSIC NET ASSET VALUE (INAV) INAV at 31 December 2014 calculated on a line-by-line basis, totalled R4.86 billion, or R19.79 per share (31 December 2013: R4.19 billion or R17.09 per share), representing an increase of 16.1% from 2013 (an increase of 15.8% on a per share basis). On a fully diluted basis INAV per share is R18.58 or an increase of 15% on the R16.16 reported at 31 December As at 31 December 2014, Brimstone Ordinary shares were trading at a discount of 14.1% to INAV (31 December 2013: 18.1%). Brimstone N Ordinary shares traded at a discount of 16.6% to Brimstone s INAV (31 December 2013: 18.1%). The breakdown of INAV is available on the Company s website at Subsequent events There are no significant subsequent events affecting these results. Dividend and special dividend Brimstone s board has declared a final dividend of 30 cents per share for the year ended 31 December 2014 (2013: 30 cents per share) and a special dividend of 20 cents per share for the year ended 31 December 2014 (2013: 10 cents per share) payable on Monday, 23 March The final dividend and the special dividend have been declared out of income reserves. The special dividend has been declared following the conclusion of the Nedbank transaction. Therefore, after due consideration and in celebration of Brimstone s 20 years of existence, the board of Brimstone has decided to pay a special dividend to its shareholders. Shareholders should note that the special dividend is subject to Exchange Control approval and an announcement will be released on SENS once this has been obtained. In compliance with the requirements of Strate, the Company has determined the following salient dates for the payment of the final dividend and special dividend. The last day to trade cum dividend for both the final dividend and the special dividend is Friday, 13 March The final dividend and the special dividend are payable to all shareholders of Brimstone recorded in the books of the Company at the close of business on Friday, 20 March Shares will commence trading ex-dividend from Monday, 16 March Shares may not be rematerialised or dematerialised from Monday, 16 March 2015 to Friday, 20 March 2015, both days inclusive. 4

5 Dividend and special dividend (continued) The final dividend and the special dividend are subject to dividend tax at 15%. In determining the dividend tax, secondary tax on companies ( STC ) credits must be taken into account. Brimstone has sufficient STC credits to cover the dividend tax and the STC credits utilised as part of the final and the special dividend declarations amount to R , being 30 cents per share for the final dividend, and R , being 20 cents per share, for the special dividend, respectively. Consequently, no dividend tax is payable by shareholders who are normally not exempt from dividend tax. All shareholders will receive the final dividend of 30 cents per share and the special dividend of 20 cents per share. The number of Brimstone Ordinary and N Ordinary shares eligible for both the final dividend and the special dividend at the date of this declaration is and respectively (this excludes N Ordinary shares held by The Brimstone Black Executives Investment Trust, The Brimstone General Staff Investment Trust and The Brimstone Broad-Based BEE Trust which are not eligible to receive dividends) and the Company s tax reference number is Prospects The Group has a proven track record of creating and unlocking shareholder value, supported by an experienced team with proven deal-making ability. The Group is defined by bona fide empowerment credentials, and its ability to enhance NAV and pay dividends. It has proven its ability as a lead empowerment partner of choice with a capacity to lead broad-based empowerment consortia. Brimstone in its 20th year of existence remains well capitalised to pursue value enhancing transactions based on cash generative, quality assets. The Group maintains a long-term view and partnership approach to its underlying investments. On behalf of the board F Robertson Executive Chairman ma Brey Chief Executive Officer 24 February 2015 Directorate and administration Registered office: Boundary Terraces, 1 Mariendahl Lane, Newlands 7700, Cape Town Transfer Secretaries: Computershare Investor Services (Pty) Ltd, 70 Marshall Street, Johannesburg 2001 Sponsor: Nedbank Capital, 135 Rivonia Road, Sandton 2196 Directorate: F Robertson (Executive Chairman)*, MA Brey (Chief Executive Officer)*, LZ Brozin (Financial)*, PL Campher (Lead Independent), M Hewu, N Khan, KR Moloko, MK Ndebele, LA Parker, FD Roman *Executive Website: info@brimstone.co.za 5

6 condensed Statement of Comprehensive Income Reviewed Year ended 31 December Audited Year ended 31 December R Revenue Sales and fee income Dividends received Operating expenses ( ) ( ) Operating profit Fair value gains Exceptional items (28 286) Share of (losses)/profits of associates and joint ventures (65 431) Profit before net finance costs Income from investments Net finance costs ( ) ( ) Outside unit holders interest (449) (507) Net profit before taxation Taxation (28 712) (81 405) Profit for the year Other comprehensive income, net of tax Items that may be reclassified subsequently to profit and loss Cash flow hedges Profit/(loss) arising during the year (7 711) Net value (loss)/gain on available-for-sale financial asset (15 887) Total comprehensive income for the year Profit attributable to: Equity holders of the parent Non-controlling interests Total comprehensive income attributable to: Equity holders of the parent Non-controlling interests Earnings per share (cents) Basic Diluted

7 condensed Statement of Financial Position Reviewed Year ended 31 December Audited Year ended 31 December R ASSETS Non-current assets Property, plant, equipment and vehicles Goodwill Intangible assets Investments in associate companies and joint ventures Investments Deferred taxation Insurance assets Other financial assets Current assets Inventories Trade and other receivables Insurance assets Taxation Investments Cash and cash equivalents TOTAL ASSETS EQUITY AND LIABILITIES Capital and reserves Share capital Capital reserves Revaluation reserves Cash flow hedging reserve (4 847) Changes in ownership (11 839) (11 839) Retained earnings Attributable to equity holders of the parent Non-controlling interests Non-current liabilities Long-term interest bearing borrowings Long-term provisions Other financial liabilities Insurance liabilities Deferred taxation Current liabilities Short-term interest bearing borrowings Bank overdrafts Trade payables Other payables Insurance liabilities Outside unit holders interest Other financial liabilities Short-term provisions Taxation TOTAL EQUITY AND LIABILITIES NAV per share (cents) Shares in issue at end of year (000 s)

8 Condensed Statement of Changes in Equity for the year ended 31 December 2014 R 000 Share capital Capital reserves Revaluation reserves Cash flow hedging reserve Retained earnings Attributable to equity holders of the parent Changes in ownership Noncontrolling interests Total Group Balance at 1 January 2013 Audited (367) (11 839) Attributable profit for the year ended 31 December Other comprehensive income (4 480) Total comprehensive income (4 480) Recognition of share-based payments Dividend paid (61 062) (61 062) (1 480) (62 542) Subsidiary s accrual for preference dividends Issue of share capital Repurchase of trust units (187) (187) (84) (271) Disposal of treasury shares Share of non-distributable reserves of associates transferred directly to equity Balance at 31 December 2013 Audited (4 847) (11 839) Attributable profit for the year ended 31 December Other comprehensive income (9 080) Total comprehensive income (9 080) Recognition of share-based payments Dividend paid (97 939) (97 939) (3 000) ( ) Subsidiary s accrual for preference dividends Redemption of preference shares by subsidiary (26 804) (26 804) Share of distribution made by associate (58 945) (58 945) (58 945) Share of distribution made by subsidiary for change in shareholding (42 115) (42 115) (29 953) (72 068) Reduction of subsidiary s share capital (6) (6) Issue of share capital Repurchase of trust units (744) (744) 651 (93) Share of non-distributable reserves of associates transferred directly to equity Balance at 31 December 2014 Reviewed (11 839)

9 condensed Statement of Cash FlowS Reviewed Audited Year ended Year ended 31 December 31 December R Operating activities Net attributable profit Adjustments for: Share of profits of associates and joint ventures (21 498) (86 919) Income from investments ( ) ( ) Increase in fair value of investments ( ) ( ) Impairment of investment in associate Amortisation of intangible assets Net finance costs Taxation Depreciation of property, plant, equipment and vehicles Share-based payment expense Increase in long and short-term provisions Loss/(profit) on disposal of property, plant, equipment and vehicles 547 (143) Operating cash flows before movements in working capital (44 543) Increase in inventories (14 968) (20 422) Decrease/(increase) in trade and other receivables ( ) Outside unit holders interest (2 703) (Decrease)/increase in trade and other payables (13 192) Net increase in insurance assets (60 326) ( ) Net increase in insurance liabilities Cash generated from operations Interest received Dividends received from associates and joint ventures Dividends received from other equity investments Income taxes paid (17 184) (32 188) Finance costs ( ) (68 365) Net cash from operating activities Investing activities Loan repayments and recoveries from associate and investments Proceeds on disposal of investments Proceeds on disposal of property, plant, equipment and vehicles Acquisition of property, plant, equipment and vehicles ( ) (76 046) Acquisition of intangible assets (1 156) (5 798) Acquisition of investments ( ) ( ) Net cash used in investing activities ( ) ( ) Financing activities Dividends paid by company and subsidiaries ( ) (62 542) Repayments of borrowings ( ) (84 071) Loans raised Shares sold 49 Proceeds on issue of trust units/shares Shares repurchased by subsidiary (6) Redemption of non-controlling shareholder s preference shares (24 579) Share of distribution made by subsidiary (42 115) Units/shares repurchased by subsidiaries (93) (271) (Decrease)/increase in bank overdrafts (34 789) Net cash generated from/(used in) financing activities (39 851) Net decrease in cash and cash equivalents (39 594) (54 808) Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Bank balances and cash

10 Further information 1. Auditor s review report The preliminary condensed consolidated financial statements for the year ended 31 December 2014 have been reviewed by the Group s auditors, Deloitte & Touche. The review was conducted in accordance with ISRE 2410 Review of Interim Financial Information performed by the Independent Auditor of the Entity. The auditor s unmodified review report does not necessarily cover all the information in this announcement. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor s work they should obtain a copy of that report together with the accompanying financial information from the registered office of the Company. Any reference to future financial performance and Intrinsic Net Asset Value included in this announcement has not been reviewed or reported on by the Company s auditors. 2. Basis of preparation The preliminary condensed consolidated financial statements have been prepared in accordance with the requirements of the JSE Limited Listings Requirements for preliminary reports and the requirements of the Companies Act of South Africa. The Listings Requirements require preliminary reports to be prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the Financial Pronouncements as issued by the Financial Reporting Standards Council and to also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting. The accounting policies applied in the preparation of the preliminary condensed consolidated financial statements are in terms of IFRS and with the exception of the disclosure in note 3 are consistent with those applied in the previous consolidated annual financial statements. The preliminary condensed consolidated financial statements were prepared under the supervision of the group financial director, Lawrie Zev Brozin, B.Com B.Acc CA(SA). 3. Significant accounting policies These preliminary condensed consolidated financial statements for the year ended 31 December 2014 have been prepared on the historical cost basis, except for the revaluation of certain financial instruments. The accounting policies and methods of computation applied in the presentation of the financial results are consistent with those applied for the year ended 31 December 2013, except for the following new or revised standards, amendments thereto and interpretations as issued by the International Accounting Standards Board, which are effective for the current reporting period that were adopted: Amendments to IFRS 10 Investment Entities, and consequential amendments to IFRS 12 Disclosure of Investments in other Entities and IAS 27 Separate Financial Statements Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities Amendments to IAS 36 Recoverable Disclosure for Non-Financial Assets Amendments to IAS 39 Novation of Derivatives and Continuation of Hedge Accounting IFRIC 21 Levies The adoption of these new and revised accounting standards did not have a material impact on the results and as such there is no change to comparative information resulting from the adoption of these standards. 10

11 Reviewed Audited Year ended Year ended 31 December 31 December R Income from investments Interest received on bank deposits and loans to associates Finance costs/(income) Interest on borrowings Interest rate swap (8 269) Preference dividends Interest on obligations under instalment sale agreements Taxation Current normal and deferred tax expense Dividends tax Securities transfer tax Secondary tax on companies Capital commitments Commitments for the acquisition of property, plant, equipment and vehicles: Contracted for but not provided in the financial statements Authorised by directors but not contracted Segmental information Information reported to the Group s operating decision makers for the purpose of resource allocation and assessment of segment performance is specifically focused on the individual entity in which Brimstone has invested. The Group s reportable segments under IFRS 8 are therefore fishing, insurance, clothing and investments. Investments include investments in associates and joint ventures, available-for-sale investments, investments at fair value through profit or loss and the Group s property portfolio. Segment revenues and results Segment revenue Fishing Insurance Clothing Investments Total revenue Segment profit/(loss) from operations Fishing Insurance ( ) ( ) Clothing Investment management Total profit from operations Fair value gains Exceptional items (28 286) Share of (losses)/profits of associates and joint ventures (65 431) Income from investments Finance costs ( ) ( ) Outside unit holders interest (449) (507) Profit before taxation

12 7. Segmental information (continued) R 000 Segment assets and liabilities Reviewed 31 December 2014 Audited 31 December 2013 Segment assets Gross Net Gross Net Fishing Insurance Clothing Investments Intergroup balances Other Total segment assets Segment liabilities Fishing Insurance Clothing Investments Total segment liabilities Reviewed Audited Year ended Year ended 31 December 31 December R Other segmental information Depreciation and amortisation Fishing Insurance Clothing Investments Total segment depreciation and amortisation Additions to non-current assets Fishing Insurance Clothing Investments Total segment additions to non-current assets

13 8. Fair value measurements This note provides information about how the Group determines fair values of various financial assets and financial liabilities. Fair value of the Group s financial assets and financial liabilities that are measured on a fair value basis on a recurring basis Some of the Group s financial assets and financial liabilities are measured at fair value at the end of each financial reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used). The directors consider that the carrying amounts of financial assets and financial liabilities not measured at fair value on a recurring basis (but fair value disclosures are required) recognised in the preliminary condensed consolidated financial statements approximate their fair values. R Level 1 Level 2 Level 3 Total Financial assets at FVTPL* Derivative financial assets Listed shares Unlisted shares and loan ¹ Other investments Available-for-sale financial assets Unlisted shares ² Unlisted shares 2 218¹ Total Financial liabilities at FVTPL Derivative financial liabilities Level 1 Level 2 Level 3 Total Financial assets at FVTPL Derivative financial assets Listed shares Unlisted shares and loan ¹ Other investments Available-for-sale financial assets Unlisted shares ² Unlisted shares 2 154¹ Total Financial liabilities at FVTPL Derivative financial liabilities *FVTPL = Fair value through profit or loss The table provided analyses financial instruments that are measured subsequent to initial recognition at fair value, grouped in Levels 1 to 3 based on the degree to which fair value is observable. Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Notes 1. At cost or historical valuation. 2. Discounted cash flow method using a discount rate of 15% over 10 years. 13

14 8. Fair value measurements (continued) Reviewed Audited Year ended Year ended 31 December 31 December R Reconciliation of level 3 fair value measures Unlisted shares and loan Opening balance Total gains or losses in profit or loss in other comprehensive income (19 535) Advances Disposals (365) Transfer to level 2 Closing balance Share Capital In issue (number) Ordinary shares Held as treasury shares ( ) ( ) N Ordinary shares Held as treasury shares ( ) ( ) Total net of treasury shares Weighted average number of shares on which earnings and headline earnings per share is based is ( ) Weighted average number of shares on which diluted earnings and diluted headline earnings per share is based is ( ) Reconciliation of weighted average number of shares between basic and diluted earnings per share and headline earnings and diluted headline earnings per share. Basic Dilutive share options Diluted Share options treated as anti-dilutive ( ) Closing share price (cents) Ordinary shares N Ordinary shares The following share movements occurred during the period under review: Ordinary N Ordinary Shares issued 1 April September Shares repurchased and cancelled 1 May 2014 ( ) ( ) 14