| 2019 R’000 |
2018 R’000 |
|||||
|---|---|---|---|---|---|---|
| 12. | Acquisition of businesses, subsidiaries and associates | |||||
| Property, plant and equipment | (98 586) | (138 031) | ||||
| Deferred taxation | 280 | 224 249 | ||||
| Interest in associates | (654 033) | (35 221) | ||||
| Investments and advances | (4 167) | – | ||||
| Inventories | (53 563) | (56 318) | ||||
| Trade and other receivables | (254 210) | (1 165 623) | ||||
| Cash and cash equivalents | (73 982) | (127 069) | ||||
| Borrowings | 15 916 | 34 966 | ||||
| Trade and other payables and provisions | 281 676 | 947 292 | ||||
| Taxation | 15 082 | (5 749) | ||||
| Net fair value of assets | (825 587) | (321 504) | ||||
| Goodwill | (1 042 845) | (1 340 215) | ||||
| Intangible assets | (3 090) | (1 666 779) | ||||
| Non-controlling interest | (19 963) | (27 487) | ||||
| Total value of acquisitions | (1 891 485) | (3 355 985) | ||||
| Less: Cash and cash equivalents acquired | 73 982 | 127 069 | ||||
| Vendors for acquisition at beginning of year | (22 708) | (39 523) | ||||
| Vendors for acquisition at end of year | 518 231 | 22 708 | ||||
| Transfer to NCI put option liability | – | 22 922 | ||||
| Costs incurred in respect of acquisitions | (22 940) | (50 190) | ||||
| Net amounts paid | (1 344 920) | (3 272 999) |
|
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 during the year. These acquisitions were funded from existing cash resources. The goodwill and intangible values represented for UDS and Aquazania are provisional, as the acquisitions were completed close the Group’s reporting date. The remaining values represent the final at acquisition fair values consolidated by the Group. The Group also made a number of less significant acquisitions and disposals during the year. These acquisitions were funded from existing cash resources. Goodwill arose on the acquisitions as the anticipated value of future cash flows that were taken into account in determining the purchase consideration exceeded the net assets acquired at fair value. The directors believe that the goodwill of the acquisitions reflects, the expectation that the businesses will continue to generate new customers over time, the acquired workforce (which is not an identifiable asset for financial reporting purposes), and the growth opportunities. The acquisitions have enabled the Group to expand its range of complementary products and services and, as a consequence, has broadened the Group’s base and geographic reach in the market place. Trade receivables acquired are stated net of impairment allowances of R11.5 million (2018: R18.0 million). There were no significant contingent liabilities identified in the businesses acquired. The impact of these acquisitions on the Group’s results can be summarised as follows: |
| UDS R’000 |
Aquazania R’000 |
Other acquisitions R’000 |
Total R’000 |
|||
|---|---|---|---|---|---|---|
| Identifiable assets and liabilities acquired | ||||||
| Property, plant and equipment | 2 782 | 28 319 | 67 485 | 98 586 | ||
| Deferred taxation | – | 584 | (864) | (280) | ||
| Interest in associates | – | – | 654 033 | 654 033 | ||
| Investments and advances | – | – | 4 167 | 4 167 | ||
| Inventories | 827 | 7 493 | 45 243 | 53 563 | ||
| Trade and other receivables | 19 444 | 26 387 | 208 379 | 254 210 | ||
| Cash and cash equivalents | 975 | 20 990 | 52 017 | 73 982 | ||
| Borrowings | – | – | (15 916) | (15 916) | ||
| Trade and other payables and provisions | (2 079) | (23 351) | (256 246) | (281 676) | ||
| Taxation | (924) | (7 086) | (7 072) | (15 082) | ||
| Intangible assets | – | – | 3 090 | 3 090 | ||
| Total net identifiable assets | 21 025 | 53 336 | 754 316 | 828 677 | ||
| Contribution to results for the year | ||||||
| Revenue | 46 508 | 87 271 | 261 813 | 395 592 | ||
| Profit or loss | 28 177 | 26 458 | 29 334 | 83 969 | ||
| Contribution to results for the year if the acquisitions had been effective on 1 July 2018 | ||||||
| Revenue | 101 186 | 128 988 | 316 491 | 546 665 | ||
| Profit or loss | 45 754 | 47 233 | 43 441 | 136 428 |