Chief executive officer s Report

Transcription

1 Chief executive officer s Report INTRODUCTION Remgro s intrinsic net asset is the best indicator of the added for our shareholders. Over the year under review the intrinsic net asset per share has increased by 20.1% from R at to R at. Over the same period the JSE all share index has increased by 28.7%, while Remgro s share price grew by 21.1%. Refer to the tables on page 23 where the relative performances are set out in more detail. This report aims to provide shareholders with a better understanding of the methodology behind the calculation of the intrinsic net asset, especially relating to the valuation of our unlisted investments. A summary of our investing activities during the year under review is also provided. INTRINSIC net asset VALUE jannie DURAND CHIEF EXECUTIVE OFFICER The intrinsic net asset of the Group includes valuations of all investments, incorporating subsidiary and associated companies and joint ventures, either at listed market or, in the case of unlisted investments, at directors valuation. The net assets of wholly owned non-investment subsidiary companies consist mainly of monetary items (included at book ) and property (included at fair ). The following factors are taken into account in determining the directors valuation of unlisted investments: COMPOUND GROWTH RATE OF 20.8% PER ANNUM OF INTRINSIC NET ASSET VALUE SINCE UNBUNDLING OF BAT IN 2008 } Market and earnings yield of similar listed shares, taking into account that the marketability of unlisted investments is limited and, in some cases, also the tradeability } Growth potential and risk } Underlying net asset } Profit history } Cash flow projections remgro limited integrated annual report 21

2 Chief executive officer s report remgro share price Rand per share Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Highest/lowest closing price Weighted average price It is the policy of Remgro not to apply a control premium to the valuation of investments where it holds a majority interest. Where Remgro holds a minority interest a 10% tradeability discount is applied. Remgro s unlisted investments were d as follows: Air Products South Africa The discounted cash flow method was used to this investment. No tradeability discount is applied to the valuation due to the 50% shareholding. Business Partners The net asset was used. CIV group Kagiso Tiso Holdings The annual external valuation was used. PRIF The annual external valuation was used. Sabido A historical price-earnings ratio was used. Seacom Total South Africa Unilever South Africa Wispeco Refer to the table on page 25 for a detailed analysis of Remgro s intrinsic net asset. PGSI 22 remgro limited integrated annual report

3 Chief executive officer s report RELATIVE PERFORMANCE OF INTRINSIC NET ASSET VALUE AND REMGRO INTERNAL RATE OF RETURN (IRR) The tables below compare the relative performance of the Remgro intrinsic net asset per share with certain selected JSE indices. No account has been taken of dividends paid by Remgro March March Oct 2008* Intrinsic net asset Rand per share JSE All share index Fin & Ind 30 index Financial 15 index Resource 10 index Remgro share price (Rand) * Effective 28 October 2008, Remgro traded without its unbundled interest in BAT. Relative performance Year (% year on year) Period from 28 October 2008 to (% comp per annum) Intrinsic net asset JSE All share index Fin & Ind 30 index Financial 15 index Resource 10 index Remgro share price The following table compares Remgro s IRR with that of certain selected JSE indices. For this purpose it has been assumed that dividends have been reinvested in either Remgro shares or in the particular index, depending on the specific calculation. IRR from 28 October 2008 to (% comp per annum) JSE All share index 22.9 Fin & Ind 30 index 27.7 Financial 15 index 23.4 Resource 10 index 14.4 Remgro share 30.4 remgro limited integrated annual report 23

4 Chief executive officer s report INVESTment ACTIVITIES During the year under review RCL Foods acquired the remaining 35.8% interest in Foodcorp for a total consideration of R521 million. During January RCL Foods also acquired TSB from Remgro for a total purchase consideration of R4.0 billion, which was settled through the issue of million new RCL Foods shares to Remgro. RCL Foods also raised an additional R790 million of capital during February through a pro rata offer to qualifying minority shareholders and issued 19.6 million new RCL Foods shares with the implementation of TSB s BEE scheme at RCL Foods shareholding level and the restructuring of the existing RCL BEE shareholding. The above transactions increased Remgro s effective interest in RCL Foods to 77.7% (: 75.9%). During May Remgro participated in Grindrod s accelerated bookbuild offering and thereby invested an additional net amount of R551 million in Grindrod. Grindrod also restructured its BEE shareholding and issued 64 million new Grindrod shares to strategic black investors. As a result of these transactions, Remgro s interest in Grindrod decreased to 22.6% (: 25.0%). During January Distell restructured its BEE transaction and issued 15.0 million new shares to BEE shareholders. This transaction diluted Remgro s effective interest in Distell from 33.4% to 31.0%. During February Remgro also exchanged its direct interest of 1.8% in Caxton for a 6.1% indirect interest through special purpose vehicles. On the international front, we also invested a further R258 million in the Milestone Capital Funds, increasing Remgro s total investment in China to R1.1 billion. The following table represents the cash effects of Remgro s investing activities for the year to. These activities exclude the investing activities of Remgro s operating subsidiaries, i.e. RCL Foods Limited and Wispeco Holdings Limited. Investments made and loans granted Existing investee companies Grindrod 551 Unilever South Africa (loan) 283 Milestone Capital Funds (offshore) 258 CIV group 67 pgsi 47 Premier Team Holdings 28 Other 113 Investments sold and loans repaid Investment commitments TSB (loan) 232 Britehouse 14 Other 30 INVESTment commitments 276 The table below summarises the investment commitments of Remgro as at. Milestone China Funds (offshore) 593 Kagiso Infrastructure Empowerment Fund 71 Premier Team Holdings 37 Other Jannie Durand Chief Executive Officer Stellenbosch 17 September 24 remgro limited integrated annual report

5 Chief executive officer s report INTRINSIC net asset VALUE Book Intrinsic Book Restated Intrinsic Food, liquor and home care Unilever South Africa Distell (1) RCL Foods TSB Banking RMBH FirstRand Healthcare Mediclinic Insurance RMI Holdings Industrial Air Products South Africa KTH Total South Africa PGSI Wispeco Infrastructure Grindrod CIV group SEACOM Other infrastructure interests Media and sport Sabido Other media and sport interests Other investments Central treasury cash at the centre (2) Other net corporate assets Net asset (NAV) Potential CGT liability (3) (5 130) (4 628) NAV after tax Issued shares after deduction of shares repurchased (million) NAV after tax per share (Rand) (1) Includes the investment in Capevin Holdings Limited. (2) Cash at the centre excludes cash held by subsidiaries that are separately d above (mainly RCL Foods, TSB and Wispeco). (3) The potential capital gains tax (CGT) liability is calculated on the specific identification method using the most favourable calculation for investments acquired before 1 October 2001 and also taking into account the corporate relief provisions. Deferred CGT on investments available-for-sale is included in other net corporate assets above. (4) For purposes of determining the intrinsic net asset, the unlisted investments are shown at directors valuation and the listed investments are shown at stock exchange prices. (5) Intrinsic net asset s have not been audited. remgro limited integrated annual report 25