Directors' report
The directors have pleasure in presenting their report for the year ended 30 June 2019.
Nature of business
The company is an investment holding company, listed on the JSE Limited, with subsidiaries operating in the services, trading and distribution industries.
Financial results
The directors are of the opinion that the financial statements fairly present the financial position of the Company and of the Group as at 30 June 2019 and the results of their operations and cash flows for the year then ended.
The directors are satisfied that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
Acquisitions and disposals
The Group acquired 100% of the share capital and voting rights of UAV and Drone Solutions Proprietary Limited (UDS) for R500 million (of which R154 million is contingent) effective 1 March 2019. UDS is a profit-for-purpose South African company established in 2013 to take advantage of technological developments in the world of Unmanned Airborne Systems. UDS provides solutions for environmental conservation, security services, infrastructure inspection, survey and stockpile management and blasting profiles. In-house capabilities and competencies include mechanical, electrical and software engineering. The acquisition enhances the Group’s overall service offering, particularly security services. The purchase price was funded from existing cash resources and facilities.
Effective 1 February 2019, Pureau Fresh Water Company Proprietary Limited (Pureau), 82% owned by the Group, acquired 100% of the ordinary share capital and voting rights of Zanihold Proprietary Limited (Aquazania), holding company of Aquazania Proprietary Limited and Aquazania Africa Proprietary Limited, for R390 million. Aquazania supplies a range of bottled water coolers, plumbed in water dispensers (bottleless water coolers) and coffee machines to households and a wide variety of corporate customers. The acquisition increases Pureau’s market share and enhances its service and technology offering. The acquisition was funded using existing cash resources and facilities.
During the year the Group acquired an additional 10 648 542 Adcock Ingram Holdings Limited (Adcock Ingram) ordinary shares for R650 million. The additional shares acquired increases the Group’s interest in the Adcock Ingram associate from 37.6% to 43.7%. It is the Group’s intention to gain a controlling interest in Adcock Ingram. The purchase price was funded from existing cash resources and facilities.
The Group also made a number of less significant acquisitions and disposals during the year. These acquisitions were funded from existing cash resources.
Effective 1 November 2018, the Group disposed of its entire interest in TMS Group Industrial Services Proprietary Limited (TMS), an industrial facilities cleaning and maintenance contractor, to Sekta Group for R219 million (R116 million equity and R103 million debt). On 1 March 2019 the Group sold its entire interest in Renfreight Proprietary Limited (Renfreight) to Makana Investment Corporation (MIC) for R110 million. The transaction was completed as part of a Broad-Based Black Economic Empowerment deal, which provides MIC, via its 100% ownership of Renfreight, an 11% share of the Bidvest Panalpina Logistics (BPL) partnership. BPL is a leading South African end-to-end supply chain solutions company.
Share capital
16 750 000 unissued ordinary shares were placed under the control of the directors at the annual general meeting (AGM) held on 28 November 2018. The Company issued 1 498 941 shares during the year (2018: 2 058 823) to settle share replacement and appreciation rights. Further details of the authorised and issued share capital appear in note 25 of the annual financial statements.
Movement in treasury shares
In terms of general authorities granted to the Company to repurchase its ordinary shares, the latest being shareholder authority obtained at the AGM of shareholders held on 28 November 2018, a maximum of 33 763 292 ordinary shares may be acquired by the Company or any of its subsidiaries. No treasury shares were acquired or sold during the year (2018: nil).
Special resolutions
Special resolutions were passed at the AGM held on 28 November 2018 in regard to approval of non-executive directors’ remuneration for 2018/2019, a general authority to acquire (repurchase) shares, and general authority to provide direct or indirect financial assistance to all related and inter-related entities in terms of section 44 and 45 of the Companies Act.
Special resolutions were passed by certain subsidiaries to accommodate the acquisition and disposal of various businesses, for the issue and allotment of shares, general authority to provide financial assistance to related or inter-related companies and corporations in terms of section 44 and 45 of the Companies Act, and to approve the remuneration of their non-executive directors. A number of subsidiaries further passed resolutions for amendments to their MOI’s.
Dividends
The directors declared an interim gross cash dividend of 282 cents (225.6000 cents net of dividend withholding tax, where applicable) per ordinary share paid to ordinary shareholders recorded in the register on the record date, being Friday, 22 March 2019. The dividend was declared from income reserves.
Subsequent to year end, the board has declared a final gross cash dividend of 318 cents (254.4000 cents net of withholding tax, where applicable) per ordinary share for the year ended 30 June 2019 to those shareholders recorded in the register on the record date, being Friday, 20 September 2019. The salient dates are:
| Declaration date | Monday, 2 September 2019 |
| Last day to trade cum dividend | Tuesday, 17 September 2019 |
| First day to trade ex-dividend | Wednesday, 18 September 2019 |
| Record date | Friday, 20 September 2019 |
| Payment date | Monday, 23 September 2019 |
The dividend will be paid out of income reserves. A dividend withholding tax of 20% will be applicable to all shareholders who are not exempt.
Subsequent events
Effective 1 August 2019, following the dissolution of the Scheme, the Group attained a 50.14% controlling interest in Adcock Ingram. This investment will be consolidated from 1 August 2019.
The acquisition of Eqstra for R3.1 billion enterprise value, was announced on 15 July 2019 and is subject to normal approvals and conditions precedent.
Directorate
The names of the directors who were in office during the period 1 September 2018 to 30 August 2019 are as follows:
| Lorato Phalatse (chairman) | resigned 29 April 2019 |
| Lindsay Ralphs (CEO) | |
| Doug Band | retired 28 November 2018 |
| Anthony Dawe | |
| Eric Diack | |
| Mpumi Madisa | |
| Alex Maditse | |
| Bongi Masinga | |
| Gillian McMahon | |
| Renosi Mokate | |
| Nosipho Molope | resigned 31 March 2019 |
| Nigel Payne | |
| Tania Slabbert | |
| Mark Steyn | |
| Norman Thomson | |
| Bonang Mohale | appointed 01 July 2019 |
Directors’ interest
The aggregate interest of the directors in the share capital of the Company at 30 June 2019 were:
| 2019 R’000 |
2018 R’000 |
||||
| Beneficial | 116 030 | 114 389 | |||
|---|---|---|---|---|---|
| Non-beneficial | 662 589 | 640 582 | |||
| Held in terms of The Bidvest Incentive Scheme | |||||
| Replacement rights | 99 034 | 330 365 | |||
| Appreciation rights | 80 000 | 80 000 |
Directors’ shareholdings
Beneficial
The individual beneficial interests declared by the current directors and officers in the Company’s share capital at 30 June 2019, held directly or indirectly, were:
| 2019 Number of shares |
2018 Number of shares |
||||||
| Directors | Direct | Indirect | Direct | Indirect | |||
| AW Dawe | 3 465 | – | 3 465 | – | |||
|---|---|---|---|---|---|---|---|
| LP Ralphs | 110 924 | 1 641 | 110 924 | – | |||
| Total | 114 389 | 1 641 | 114 389 | – | |||
The interests of the directors remained unchanged from the end of the financial year to date of this report.
Non-beneficial
In addition to the aforementioned holdings:
- I Roux is a trustee of the Group’s retirement funds holding 662 589 shares (2018: 640 582).
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.
Secretary
Ms XB Makasi resigned as company secretary with effect from 30 October 2018. Ms I Roux was appointed in her stead on 30 October 2018.
During the year under review, and in compliance with paragraph 3.84(h) of the JSE Listings Requirements, the board evaluated Ms I Roux, the company secretary, and was satisfied that she was competent, suitably qualified and experienced. Furthermore, since she was not a director, nor was she related to or connected to any of the directors, thereby negating a potential conflict of interest, it was agreed that she maintained an arm’s-length relationship with the board.
The business and postal addresses of the secretary, which are also the registered addresses of the Company, are Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose, Johannesburg, 2196 and PO Box 87274. Houghton, 2041, respectively.