The directors have
pleasure in presenting their report and audited
financial statements for the year ended June 30
2006.
Nature
of business
The Company is an investment holding company with
subsidiaries operating in services, trading and
distribution. Details of the Group’s activities
are included in the review of operations.
Financial reporting
The directors are required by the Companies Act
to produce financial statements which fairly present
the state of affairs of the Company and the Group
as at the end of the financial period and the
profit or loss for that period, in conformity
with International Financial Reporting Standards
(IFRS) and the Companies Act.
The financial statements as set out in this report
have been prepared by management in accordance
with IFRS and the
Companies Act, and are based on appropriate accounting
policies, which are supported by reasonable and
prudent judgements and estimates.
The directors are of the opinion that the financial
statements fairly present the financial position
of the Company and of the Group as at June 30
2006 and the results of their operations and cash
flows for the year then ended.
The directors are satisfied that the Group has
adequate resources to continue in operational
existence for the foreseeable future. Accordingly,
the Group continues to adopt the going concern
basis in preparing the financial statements.
Acquisitions and
disposals
Total acquisitions amounted to R1,2 billion including
the acquisition of Deli XL (refer note 11 of the
Group financial statements).
The Group disposed of the businesses of Dartline
and Lithotech France. In addition the Group disposed
of or closed operations of a number of less significant
businesses (refer note 12 of the Group financial
statements).
Results
of operations
The results of operations are dealt with in the
consolidated income statement, segmental analysis
and review of operations.
Share
capital
The Company issued 4 756 648 ordinary shares of
5 cents each at premiums of between R9,50 and
R68,25 per share, in terms of the Bidvest Incentive
Scheme.
Purchase
of own shares
In terms of general authorities granted to the
Company to repurchase its ordinary shares, the
latest being shareholder authority obtained at
the last annual general meeting, a maximum of
64 084 350 ordinary shares could be acquired by
the Company of which 32 517 840 can be acquired
by its subsidiaries. A subsidiary acquired in
the open market, a total of 5 022 818 ordinary
shares at an average price of R101,30 per share.
Distribution out
of share premium in lieu of dividend
A cash distribution out of share premium of 172,2
cents per share, in lieu of a dividend, was awarded
to shareholders on September 16 2005.
A cash distribution out of share premium of 162,0
cents per share, in lieu of a dividend, was awarded
to shareholders on March 24 2006.
Subsequent
to year end a cash distribution out of share premium
of 207,0 cents per share, in lieu of a dividend,
was awarded. The salient dates are as follows:
Distribution dates:
Last day to trade cum-distribution
Thursday, September 21
2006
Trading ex-distribution
commences
Friday, September 22 2006
Record date
Friday, September 29 2006
Payment date
Monday, October 2 2006
Payments
to shareholders
Approval was obtained at the annual general meeting
for the Company to make payments which would reduce
its share capital, share premium, reserves and/or
any capital redemption reserve fund in terms of
section 90 of the Companies Act.
Shareholders will be requested at the forthcoming
annual general meeting of the Company to be held
on October 26 2006 to consider the ordinary
resolution to pay by way of a reduction of share
capital or share premium, in lieu of a dividend,
an amount equal to the amount which directors
of the Company would have declared and paid out
of profits in respect of the Company’s interim
and final dividend for the financial year ending
June 30 2007.
Shareholders will further be requested to consider
the special resolution to adopt new articles of
association in order to incorporate amendments
to the Companies Act, including the electronic
transmission of documents and to take into account
special resolutions passed since 1990, previously
approved by shareholders.
Directorate
The following
changes to the board were recorded:
Appointments
Effective
date
DE Cleasby
(alternate to P Nyman)
June 28 2006
AW Dawe
June 28 2006
NG Payne
June 28 2006
FDP Tlakula
June 28
2006
Resignations
NA Cassim
June 28 2006
M Chipkin
June 28 2006
LI Chimes
June 28 2006
AM Griffith
June 28 2006
RW Graham
December 31 2005
HL Greenstein
June 28 2006
TH Reitman
June 28 2006
DK Rosevear
June 28 2006
CE Singer
June 28 2006
PC Steyn
November 30 2005
PD Womersley
June 28 2006
In terms of the
Company’s articles of association the following
directors retire at the forthcoming annual general
meeting:
DDB Band, BL Berson, LG Boyle, MBN Dube, LI Jacobs,
RM Kunene, D Masson and SG Pretorius retire by
rotation. DE Cleasby, AW Dawe, NG Payne and
P Tlakula retire in terms of article 53.3 of the
articles of association. All the retiring directors
are eligible and available for re-election.
The names of the
directors who were in office during the period
August 21 2005 to September 1 2006 and the number
of meetings attended by each of the directors
are:
Director
Board
Audit
Committee
Executive
Committee
Remuneration
Committee
Nominations Committee
Risk Committee
Non-executive
MC Ramaphosa
4/4
DDB Band
3/4
5/6
3/3
2/2
LG Boyle†
4/4
2/3
AA Da Costa
4/4
S Koseff
3/4
RM Kunene
3/4
G Marcus
3/4
D Masson
4/4
6/6
3/3
1/2
2/2
BE Moffat
2/4
5/6
JL Pamensky
3/4
6/6
3/3
2/2
NG Payne
1/1
2/2
1/2
FDP Tlakula
1/1
Executive
B Joffe
4/4
3/3
3/3*
2/2
2/2
FJ Barnes
4/4
BL Berson
4/4
MC Berzack
3/4
3/3
2/2
AW Dawe
1/1
3/3
2/2
MBN Dube
3/4
3/3
LI Jacobs
4/4
3/3
CH Kretzmann
3/4
3/3
2/2
P Nyman
4/4
6/6
3/3
3/3
2/2
SG Pretorius
4/4
2/3
1/2
LP Ralphs
3/4
3/3
2/2
AC Salomon
4/4
6/6
3/3
2/2
Alternates
DE Cleasby
1/1*
2/2*
1/1*
2/2
LJ Mokoena
n/a
T Slabbert
2/2•
2/2
Former
directors
NA Cassim
1/3
1/3
M Chipkin
2/3
LI Chimes
2/3
AM Griffith
3/3
RW Graham
1/1
HL Greenstein
3/3*
T Reitman
1/3
DK Rosevear
3/3
2/3
CE Singer
2/3
PC Steyn
1/1
PD Womersley
3/3
*
by invitation. • representing
BE Moffat. † formerly
an executive director.
Directors’
interests The
aggregate interests of the directors in
the capital of the Company at June 30 2006
were as follows:
Number
of shares
2006
2005
Beneficial
10
100 886
8
080 947
Non-beneficial
40
133 923
41
543 691
Options
3
837 283
6
478 533
Directors’
shareholding The individual beneficial interests declared
by the current directors and officers in the Company’s
share capital at June 30 2006 held directly
or indirectly were:
2006
2005
Director
Direct
Indirect
Direct
Indirect
BL Berson
8
8
MC Berzack
41
456
41 456
AA Da Costa
2
250 087
2
475 095
LI Jacobs
1
841 471
2
025 078
B Joffe
449
032
449 032
S Koseff
8
8
CH Kretzmann
10
731
10 731
RM Kunene
400
000
440
000
LJ Mokoena
1
841 471
2
025 078
D Masson
8
3
028
8
3
028
P Nyman
87
761
87 761
JL Pamensky
8
8
SG Pretorius
25
000
25 000
LP Ralphs
274
986
239 986
MC Ramaphosa
2
700 000
AC Salomon
175
831
175 831
Former directors
82 839
Total
1
064 829
9
036 057
1 112
668
6
968 279
The directors beneficially
held the following BidBEE Limited securities and
listed Bidvest options at June 30 2006:
BidBEE
Limited Securities
Bidvest
options
Director
2006
2005
2006
2005
BL Berson
1
1
MC Berzack
2
2
2
930
2
930
B Joffe
31
744
31
740
S Koseff
2
2
1
1
CH Kretzmann
1
896
1
896
759
759
D Masson
2
2
1
1
P Nyman
14
419
23
641
14
876
5
767
JL Pamensky
2
2
1
1
LP Ralphs
44
181
44
181
17
671
17
671
AC Salomon
12
12
13
490
13
490
Former directors
18
475
7
381
Total
60
516
88
213
81
474
79
742
In addition to the
aforementioned holdings:
–
B Joffe is a trustee and
potential beneficiary of a discretionary
trust holding 3 363 484 (2005: 3 363 484)
shares;
–
P Nyman is a trustee of
various trusts holding 5 046 549 shares,
9 222 BidBEE Securities and 9 113 Bidvest
options but has no beneficial interest in
these shares, securities and options;
–
D Masson and P Nyman are
trustees of the Group’s retirement
funds which hold 783 724 shares, 67 098
BidBEE Securities and 26 837 Bidvest options.
P Nyman is also a trustee of a Group medical
aid society which holds 30 175 shares
and 23 871 BidBEE Securities; and
–
AA Da Costa, LI Jacobs,
LJ Mokoena and RM Kunene are Directors and
shareholders of Dinatla Investment Holdings
(Pty) Limited (“Dinatla”) and
their indirect beneficial holdings have
been included in the table of holdings.
P Nyman and T Slabbert are also Directors
of Dinatla but have no beneficial interest
in Dinatla’s shares. Dinatla hold
45 001 744 (2005: 45 001 744)
shares.
The only director
who was directly or indirectly interested in excess
of 1% of the Company’s issued share capital
was B Joffe.
2006
2005
Beneficial
449
032
449 032
Non-beneficial
3
363484
3 363484
3
812516
3 812516
The interests of
the directors remained unchanged from the end
of the financial year to the date of this report.
Directors’
remuneration
The remuneration
paid to directors while in office of the Company
during the year ended June 30 2006 are analysed
as follows:
Executive
Basic
remuner-
ation
R’000
Other
benefits
R’000
Retire-
ment/
medical benefits
R’000
Cash incen-
tives
R’000
Total
emolu-
ments
R’000
Share-
based
payment
expense
R’000
2006
Total
R’000
2005
Total
R’000
FJ
Barnes
3
229
403
201
2
070
5
903
139
6
042
5
407
BL
Berson
1
608
122
141
1
658
3
529
139
3
668
3
196
MC
Berzack
2
130
227
385
2
100
4
842
1
027
5
869
4
705
MBN
Dube
757
1
92
300
1
150
400
1
550
1
285
LI
Jacobs
804
105
100
350
1
359
393
1
752
1
352
B
Joffe
5
035
602
346
6
099
12
082
1
446
13
528
11
980
CH
Kretzmann
1
630
125
195
750
2
700
1
027
3
727
3
517
P
Nyman
1
199
92
108
700
2
099
682
2
781
2
387
SG
Pretorius
2
065
112
312
3
000
5
489
657
6
146
5
494
LP
Ralphs
1
988
344
231
1
600
4
163
1
027
5
190
3
961
AC
Salomon
1
585
176
177
1
200
3
138
937
4
075
3
486
Former
executive
directors
LG
Boyle
1
212
118
275
–
1
605
907
2
512
2
863
LI
Chimes
1
667
152
169
1
000
2
988
664
3
652
3
337
HL
Greenstein
864
85
128
150
1
227
423
1
650
1
643
AM
Griffith
604
320
123
698
1
745
405
2
150
2
569
DK
Rosevear
1
931
155
325
360
2
771
1
066
3
837
3
986
CE
Singer
865
100
162
475
1
602
391
1
993
1
828
PC
Steyn
373
56
87
–
516
362
878
2
124
PD
Womersley
1
104
70
236
500
1
910
423
2
333
2
147
RW
Graham
1
781
2006
Total
30
650
3
365
3
793
23
010
60
818
12
515
73
333
69
048
2005
Total
29
177
4
890
3
790
21
042
58
899
10
149
69
048
Non-executive
Directors’
fees
R’000
Other services
R’000
Total
emolu-
ments
R’000
Share-
based payment
expense R’000
2006
Total
R’000
2005
Total
R’000
DDB Band
39
89
128
128
150
NA Cassim
28
35
63
63
95
M Chipkin
28
59
87
87
86
AA da Costa
39
39
39
47
RW Graham†
3
36
39
286
325
–
S Koseff
33
33
33
21
RM Kunene
33
33
33
57
G Marcus
33
33
33
1
D Masson
39
239
278
278
254
BE Moffat
28
54
82
82
28
LJ Mokoena
17
17
17
23
JL Pamensky
33
104
137
137
223
MC Ramaphosa
360
360
360
360
TH Reitman
33
33
33
66
T Slabbert
28
6
34
34
23
Former directors
13
2006 Total
774
622
1
396
286
1
682
1
447
2005 Total
1 195
252
1 447
–
1 447
† formerly an executive
director.
No remuneration
accrued to DE Cleasby, AW Dawe, NG Payne and FDP
Tlakula from the date of their appointment to
June 30 2006.
Directors’
service contracts
Directors do not have fixed-term contracts.
Directors’
and officers’ disclosure of interest in
contracts
During the financial year no contracts were entered
into in which directors and officers of the Company
had an interest and which significantly affected
the business of the Group. The directors had no
interest in any third party or company responsible
for managing any of the business activities of
the Group.
Details of the
directors’ outstanding share options
Share
options at
June 302005
Share
options exercised
Share
options at
June 30 2006
Director
Number
Average
price
R
Number
Average
price
R
Benefit
arising on
exercise
of options
R’000
Number
Average
price
R
FJ Barnes
90
000
45,82
35
000
42,95
2
112
55
000
47,64
B Berson
78
000
43,36
36
000
37,28
2
006
42
000
48,56
MC Berzack
346
752
41,68
50
500
22,88
3
870
296
252
44,89
LG Boyle
450
000
44,87
95
000
39,91
5
850
355
000
46,20
MBN Dube
85
000
55,35
85
000
55,35
LI Jacobs
80
000
57,97
80
000
57,97
B Joffe
654
080
43,12
180
000
31,03
14
575
474
080
47,71
CH Kretzmann
575
001
44,63
100
000
37,50
6
399
475
001
46,13
P Nyman
539
300
41,17
13
100
29,47
1
230
526
200
41,68
SG Pretorius
135
000
58,11
135
000
58,11
LP Ralphs
650
000
43,29
35
000
31,00
1
825
615
000
43,99
AC Salomon
687
504
41,21
227
504
32,97
16
159
460
000
45,29
MA David
(Secretary)
48
500
50,30
12
250
40,33
718
36
250
53,67
4
419 137
45,13
784
354
33,91
54
744
3
634 783
45,96
Appointed
during the year
DE Cleasby
78
250
53,95
AW Dawe
124
250
48,86
Former
directors
LI Chimes
275
000
46,61
30
000
41,06
2
200
RW Graham
126
250
42,72
33
750
41,73
1
616
AM Griffith
133
500
46,97
DK Rosevear
736
896
40,80
261
896
31,14
14
052
CE Singer
153
500
46,30
PC Steyn
148
500
44,30
67
500
40,23
3
843
PD Womersley
266
500
42,96
146
250
39,17
8
868
HL Greenstein
219
250
44,02
91
750
39,53
5
915
Total
6
478 533
44,58
1
415 500
33,94
91
238
3
837 283
46,21
These options are
exercisable over the period July 1 2006
to May 31 2015. A register of detailed options
outstanding by tranche is available for inspection
at the Company’s registered office.
Secretary
Ms MA David is the company secretary. The business
and postal addresses of the secretary, which are
also the registered addresses of the Company,
are reflected in the Administration
section.
Subsidiaries and joint ventures
The attributable interest of the Company in the
aggregate net profits and losses for the year
of its subsidiaries and joint ventures was:
2006
R’000
2005
R’000
Profits
2
421 210
2
037 359
Losses
(32
493)
(76
128)
Special
resolutions
A special resolution was passed at the annual
general meeting of shareholders held on November
3 2005 in regard to a general authority
to enable the Company to acquire its own shares.
Special resolutions were passed by certain subsidiaries
to accommodate the acquisition of various businesses,
to amend articles of association and to change
their names.