Basis of presentation of summarised consolidated financial statements

The provisional summarised consolidated financial statements have been prepared in accordance with and containing information required by IAS 34: Interim Financial Reporting as well as the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council and the Companies Act of South Africa and the JSE Listings Requirements. The summarised report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year-ended 30 June 2022 and any public announcements made by the Group during the interim reporting period (IAS 34 para 6). Selected explanatory notes are included to explain events and transactions that are significant to an understanding to the changes in the Group’s financial position and performance since the last annual consolidated financial statements as at and for the year ended 30 June 2022.

In preparing these summarised consolidated financial statements, management make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

Significant accounting policies and judgements

The accounting policies applied in these provisional summarised consolidated financial statements are the same as those applied in the Group’s consolidated financial statements as at and for the year ending 30 June 2022. The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 30 June 2022.

Restatement of comparatives

The prior year segmental disclosure has been restated. During the current period, Bidvest Services was divided into two separately reportable operating segments, Bidvest Services International and Bidvest Services South Africa. Bidvest Services International is a focused hygiene, cleaning and facilities management business, operating in the United Kingdom (UK), European Union, Southern Africa and, from 7 July 2022, in Australia. Bidvest South Africa is a diverse services business providing security, laundry, landscaping, catering, travel, cargo, aviation, water and coffee vending services to corporate and small to medium business clients in Southern African.

Significant commitments

During the first half of the year Bidvest Freight committed R500 million to a LPG tank farm and terminal project in Isando Gauteng, as at 30 June 2022 R2 million has been spent. The initial commissioning date is towards the end of 2025, however, the project is reliant on efficient rail service commitment. Bidvest Freight committed a further R548 million to increase the multi-purpose storage tank capacity at the Richards Bay facility, with completion and commissioning expected in June 2024. Bidvest Properties committed R318 million to various property investments. As at 30 June 2022, R85 million remains to be spent to complete the projects during FY2023.

Fair value of financial instruments

The Group’s investments of R2 378 million (FY2021: R2 759 million) include R43 million (FY2021: R163 million) recorded at amortised cost, R2 217 million (FY2021: R2 476 million) recorded and measured at fair values using quoted prices (Level 1) and R119 million (FY2021: R119 million) recorded and measured at fair value using factors not based on observable data (Level 3). Fair value gains on Level 3 investments recognised in the income statement total Rnil (FY2021: R140 million loss).

Analysis of investments at a fair value not determined by observable market data
R000s 2022 
Balance at the beginning of year  119 208  1 276 338 
Purchases or loan advances  –  36 815 
Fair value adjustment recognised directly in equity  919  124 
Fair value adjustment arising during the year recognised in the income statement  4 778  (3 040)
Proceeds on disposal, repayment of loans  (6 374) (1 050 807)
Loss on disposal of investments  –  (140 222)
    118 531  119 208 

The carrying values of all financial assets and liabilities approximate their fair values, with the exception of interest bearing borrowings of R24 billion whose carrying value is R25 billion.

Hedge accounting

During the period, the Group entered into fixed-for-fixed, USD/GBP pair, cross currency swaps in order to mitigate and hedge Group currency risk. The designated hedged instrument is a US$-denominated Reg S / 144A senior unsecured five-year bond of USD800 million at a fixed coupon rate of 3.625%, issued by The Bidvest Group (UK) Plc and guaranteed by The Bidvest Group Limited. The primary purpose of the bond is to secure long-term funding for the Group’s acquisition of the UK based PHS Group, whose functional currency is GBP. The Board of Directors has concluded that an effective cash flow hedging relationship exists and IFRS 9 hedge accounting has been applied. A R1 billion (£67 million) asset derivative instrument was recognised at year-end and included in the summarised consolidated statement of financial position as a non-current asset; R5 million (£0,25 million) was debited to the summarised consolidated income statement via finance charges; a currency valuation adjustment was credited to interest bearing borrowings in the amount of R2 billion (£77 million) and R157 million (£8 million) debited to the hedging reserve net of R35 million (£2 million) deferred taxation through the summarised consolidated statement of other comprehensive income. On application of hedge accounting the R2 billion (£77 million) currency valuation adjustment to borrowings was debited to the summarised consolidated statement of other comprehensive income and credited against the unrealised foreign exchange loss initially recognised in the summarised consolidated income statement. The change in the fair value of the derivative instrument on which the hedge ineffectiveness was measured amounted to a gain of R1 billion (£71 million).

Discontinued operations

The comparative period discontinued operations’ disclosure relates to Bidvest Car Rental, which was disposed of effective 29 June 2021. There are no discontinued operations in the current year.

Business combinations

Acquisition of businesses, subsidiaries, associates and investments

On 25 May 2022, Personnel Hygiene Services Limited UK and Karmarton Limited ROI, wholly-owned Bidvest Group subsidiaries, acquired 100% of the share capital and voting rights in the Mayflower Group of companies for £20 million. The acquisition is a “bolt-on” to the Group’s existing UK and European hygiene and cleaning operations and will extend the Group’s customer base in these regions and result in logistical, procurement and workforce synergies.

During September 2021, the Group via its Automotive division, acquired the assets and liabilities of the Nissan Melrose motor dealership for R70 million. The acquisition complements the four existing Nissan dealerships owned and operated by the Group.

Effective 8 April 2022, the Group re-acquired 100% of the share capital and voting rights in Renfreight Proprietary Limited (Renfreight) from Makana Investment Corporation (MIC). In FY2019, the Group sold its entire interest in Renfreight to MIC for R110 million. The transaction was completed as part of a Broad-Based Black Economic Empowerment deal, which provided MIC an 11% share of the Bidvest International Logistics (BIL) partnership, a leading South African end-to-end supply chain solutions company. MIC used R72 million of the proceeds to settle an outstanding debt owing to the Group (refer disposals note). BIL is currently pursuing an alternative empowerment deal.

The Group also made a number of less significant acquisitions during the year. All acquisitions were funded from existing facilities and cash resources.

The following table summaries the assets acquired and liabilities assumed at fair value which have been included in these results from the respective acquisition date. The values represent provisional at acquisition fair values consolidated by the Group.

   R000s  Mayflower 
Renfreight  Other 
   Property, plant and equipment  26 675  2 175  –  777  29 627 
   Right-of-use assets  36 194  –  –  –  36 194 
   Deferred taxation  (12 353) 196  5 466  (31) (6 722)
   Interest in associates and joint ventures  –  –  –  56 712  56 712 
   Investments and advancesˠ  –  –  –  2 351 949  2 351 949 
   Inventories  21 572  29 619  –  736  51 927 
   Trade and other receivables  88 205  2 920  91 127  127  182 379 
   Cash and cash equivalents  59 669  15 950  1 397  456  77 472 
   Borrowings  (9 049) (22 919) –  –  (31 968)
   Trade and other payables and provisions  (96 443) (5 049) –  (280) (101 772)
   Lease liabilities  (36 194) –  –  –  (36 194)
   Taxation  (7 175) 534  –  (8) (6 649)
   Intangible assets  24 247  –  –  232  24 479 
      95 348  23 426  97 990  2 410 675  2 627 434 
   Goodwill  293 192  46 574  12 010  6 213  357 989 
   Net assets acquired  388 540  70 000  110 000  2 416 888  2 985 423 
   Settled as follows:                
   Cash and cash equivalents acquired  (59 669) (15 950) (1 397) (456) (77 472)
   Acquisition costs              58 517 
Net acquisition of businesses, subsidiaries, associates and investments  328 871  54 050  108 603  2 416 427  2 966 468 
ˠ R15 million of advances to BBBEE and other partners, R2 335 million purchases made in the Bidvest Bank investment portfolio and other investments of R2 million.

The fair value of the assets and liabilities acquired have been determined provisionally for the Mayflower Group and resulted in the identification of definite life Customer Relationship intangible assets in the amount of R24 million (£1 million). The Multi-Period Excess Earnings Method using cash flows attributable to the customer related intangible asset was used to value Customer Relationships, which were estimated to have a Remaining Useful Life of 12 years. An existing customer attrition rate of 10.0% was applied to forecasted existing customer revenues. A Weighted Average Cost of Capital of 9.9% (6.9% base rate plus 3.0% premium due to the non-contractual nature of the business) was used in valuation. The residual Goodwill is supported by the identified trained and assembled workforce.

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 acquisitions have enabled the Group to expand its range of complementary products and services and, as a consequence, have broadened the Group’s base and geographic reach in the market place.

Trade receivables acquired are stated net of impairment allowances of R10 million (2021: R25 million). There were no significant contingent liabilities identified in the businesses acquired.

The Mayflower Group acquisition contributed R46 million to revenue and R4 million to operating profit, had the acquisitions taken place on 1 July 2021 the contribution to revenue would have been R486 million and R42 million to operating profit. Other acquisitions contributed R168 million in revenue and R0.1 million in operating losses, had these other acquisitions taken place on 1 July 2021 the contribution to revenue would have been R201 million and R1 million in operating losses.


On 31 March 2022, the Group disposed of 100% of the share capital and voting rights in Bidvest Namibia United Properties Proprietary Limited (United Properties) for R231 million. The property owned by United Properties was no longer suitable to the Group’s requirements in Namibia.

The Group’s entire holding and voting rights in Cannon Asset Managers Proprietary Limited (Cannon) was disposed of effective 31 August 2021 for R1, following the Group’s decision to exit the asset management market.

  R000s   United 
Cannon   Other 
Total disposals 
    Property, plant and equipment  (37 473) (12) –  (37 485)
    Deferred taxation  (27 757) –  541  (27 216)
    Interest in associates and joint ventures  –  –  (33 300) (33 300)
    Investments and advancesˠ  –  –  (2 734 390) (2 734 390)
    Trade and other receivables  (719) (1 484) –  (2 203)
    Cash and cash equivalents and bank overdrafts  (1 845) (8 975) –  (10 820)
    Trade and other payables and provisions  2 275  7 094  (771) 8 598 
    Taxation  591  –  –  591 
       (64 928) (3 377) (2 767 920) (2 836 225)
    Realisation of foreign currency translation reserve  –  –  (6 645) (6 645)
  Net assets disposed of  (64 928) (3 377) (2 774 565) (2 842 870)
    Settled as follows:             
    Cash and cash equivalents and bank overdrafts disposed of  1 845  8 975  –  10 820 
    Net gain on disposal of operations  (165 785) 3 378  (10 343) (172 750)
    Net receivable reversed on disposal of subsidiaries and associates  –  –  (15 526) (15 526)
  Net proceeds on disposal of businesses, subsidiaries, associates and investments   (228 868) (8 976) (2 800 434) (3 020 326)
ˠ R72 million repayment of advance to MIC, R35 million repayment of advances to B-BBEE and other partners, R2 627 million sales made in the investment portfolios of Bidvest Bank and Bidvest Insurance.

Subsequent event

Bidvest Services International via The Bidvest Group Australia acquired 100% of the ordinary share capital and voting rights of BIC effective 7 July 2022. The acquisition price was A$163 million and funded from the Group’s international bond proceeds raised in September 2021. BIC is a leading provider of niche integrated facilities management services across office, commercial and education sites in Australia. This acquisition is firmly aligned to Bidvest’s stated strategic intent of expanding its international presence in facilities management and hygiene services.

Audit report

The auditors, PriceWaterhouseCoopers Inc, have issued their audit opinion on the consolidated financial statements for the year ended 30 June 2022. The audit was conducted in accordance with International Standards on Auditing. They have issued an unmodified opinion. A copy of the auditor’s report together with a copy of the audited consolidated financial statements are available for inspection at the Company’s registered office.

These summarised consolidated financial statements have been derived from the consolidated financial statements and are consistent in all material respects with the consolidated financial statements. These summarised consolidated financial statements have been audited by the Company’s auditors who have issued an unmodified opinion. The auditor’s report does not necessarily report on all of the information contained in this announcement. Any reference to future financial information included in this announcement has not been reviewed or reported on by the auditors. Shareholders are advised, that in order to obtain a full understanding of the nature of the auditor’s engagement they should obtain a copy of that report together with the accompanying financial information from the Company’s registered office.

Preparer of the summarised consolidated financial statements

The consolidated financial statements and final summarised consolidated financial statements have been prepared under the supervision of the Chief Financial Officer, MJ Steyn BCom CA (SA), and were approved by the board of directors on 2 September 2022.