Dear Shareholder

The Board has pleasure in reporting on the activities and financial results for the year under review.

NATURE OF ACTIVITIES

The Company is an investment holding company. Cash income is derived mainly from dividends and interest. The consolidated annual financial statements of the Company and its subsidiaries also incorporate the equity accounted attributable income of associated companies and joint ventures.

The Group’s interests consist mainly of investments in food, liquor and home care; banking; healthcare; insurance; industrial; infrastructure as well as media and sport.

Results

 

results
A final dividend of 259 cents (2014: 233 cents) per share was declared after the year-end and was therefore not provided for in the annual financial statements. The final dividend is subject to dividend tax.

INVESTMENT ACTIVITIES

The most important investment activities during the year under review were as follows:

Mediclinic International Limited (Mediclinic) and Spire Healthcare Group Plc (Spire)

During June 2015 Remgro entered into an agreement with funds managed by Cinven to acquire 119 923 335 Spire shares (equivalent to a 29.9% shareholding in Spire) at a price of GBP3.60 per share for a total purchase consideration of GBP431.7 million (excluding transaction costs). The transaction was concluded early in July 2015 and Remgro financed the transaction through a combination of its own cash, as well as external funding.

In conjunction with the above transaction, Remgro and Mediclinic concluded an agreement whereby Mediclinic would acquire Remgro’s interest in Spire, subject to Mediclinic raising the appropriate funds in order to conclude such a transaction. During August 2015 Mediclinic raised R10.0 billion through a rights issue in terms of which 111 111 111 new Mediclinic shares were issued at a price of R90.00 per share. Remgro, by following its rights and by underwriting the balance of the rights issue, invested an additional R4.6 billion into Mediclinic. Following the successful conclusion of the rights issue, Mediclinic acquired Remgro’s shareholding in Spire during August 2015 for an amount of R8.6 billion, equal to the purchase price, transaction and funding costs. Remgro thus effectively only facilitated the acquisition of Spire by Mediclinic.

On 30 June 2015 Remgro’s effective interest in Mediclinic was 42.0% (2014: 42.1%). The additional Mediclinic shares acquired by Remgro in terms of it underwriting the Mediclinic rights issue referred to above, marginally increased its interest in Mediclinic to 42.5%.

RMB Holdings Limited (RMBH)

During April 2015 Remgro acquired a further 2 990 000 RMBH shares for a total amount of R215.5 million. This transaction increased Remgro’s effective interest in RMBH to 28.2% (2014: 27.9%).

Community Investment Ventures Holdings Proprietary Limited (CIVH)

Remgro’s interest in Dark Fibre Africa Proprietary Limited (Dark Fibre Africa) is held through its investment in CIVH. Dark Fibre Africa is a wholly owned subsidiary of CIVH. During August 2014 Remgro invested a further R56.6 million in CIVH, thereby increasing its interest marginally from 50.7% on 30 June 2014 to 50.9% on 30 June 2015.

Grindrod Limited (Grindrod)

During the year under review Remgro acquired a further 3 380 435 Grindrod shares in the open market for a total amount of R58.0 million, thereby increasing its effective interest in Grindrod to 23.0% (2014: 22.6%).

Kagiso Tiso Holdings Limited (KTH)

During July 2014 Remgro acquired an additional 3 000 ordinary shares in KTH for a total amount of R22.5 million. This trans­action increased Remgro’s effective interest in KTH to 34.9% (2014: 34.7%).

Lashou Group Inc (Lashou)

During the year under review Remgro disposed of its investment in Lashou. A loss of $19.9 million was realised on this transaction. This loss is excluded from headline earnings.

Milestone China Opportunities Fund III (Milestone III)

During the year under review Remgro invested a further $33.1 million in Milestone III, thereby increasing its cumulative investment to $86.5 million. As at 30 June 2015 the remaining commitment to Milestone III amounted to $13.5 million.

Other

Other smaller investments, amounting to R85.2 million.

Events after year-end

Other than the above-mentioned Spire transaction, there were no significant transactions subsequent to 30 June 2015.

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On 30 June 2015, approximately 25% (R986 million) of the available cash at the centre was invested in money market funds which are not classified as cash and cash equivalents on the statement of financial position. Refer to note 14 to the annual financial statements that is published here.

GROUP FINANCIAL REVIEW

Statement of financial position

The analysis of ”Equity employed” and of ”Source of headline earnings” below reflects the sectors into which the Group’s investments have been classified. No adjustment has been made where investments are active mainly in one sector but also have interests in other sectors.

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Share incentive scheme

Remgro currently has one long-term incentive plan, i.e. the Remgro Equity Settled Share Appreciation Right Scheme (the SAR Scheme). In terms of the SAR Scheme, participants are offered Remgro ordinary shares to the value of the appreciation of their rights to a specified number of Remgro ordinary shares that can be exercised at different intervals but before the expiry of seven years from date of grant.

The earliest intervals at which the share appreciation rights are exercisable are as follows:

  • One-third after the third anniversary of the grant date
  • Two-thirds after the fourth anniversary of the grant date
  • The remainder after the fifth anniversary of the grant date

Refer to note 25 to the annual financial statements for full details on the SAR Scheme.

TREASURY SHARES

At 30 June 2014, 2 960 766 Remgro ordinary shares (0.6%) were held as treasury shares by a wholly owned subsidiary company of Remgro. As previously reported, these shares were acquired for the purpose of hedging Remgro’s share incentive scheme.

During the year under review no Remgro ordinary shares were repurchased, while 791 208 Remgro ordi­nary shares were utilised to settle Remgro’s obligation towards share scheme participants who exercised the rights granted to them.

At 30 June 2015, 2 169 558 Remgro ordinary shares (0.5%) were held as treasury shares.

PRINCIPAL SHAREHOLDER

Rembrandt Trust Proprietary Limited (Rembrandt Trust) holds all the issued unlisted B ordinary shares of the Company and is entitled to 42.57% (2014: 42.61%) of the total votes.

An analysis of the shareholders is available here.

SUBSIDIARY COMPANIES AND INVESTMENTS

Particulars of subsidiary companies, equity accounted investments and other investments are disclosed in Annexures A and B.

DIRECTORS

The names of the directors appear here.

On 25 November 2014, the Remgro Board of directors appointed Mr J Malherbe, a current Remgro non-executive director, as co-deputy chairman with Dr E de la H Hertzog, who is the current deputy chairman.

The Board wishes to congratulate Mr Malherbe on his appointment.

Ms S E N de Bruyn Sebotsa has been appointed as an indepen­dent non-executive director of Remgro with effect from 16 March 2015. She has considerable experience in the areas of finance, business and the empower­ment of women in South Africa.

The Board wishes to welcome Ms De Bruyn Sebotsa as a director to the Company.

In terms of the provision of the Memorandum of Incorporation, Messrs W E Bührmann, G T Ferreira, F Robertson, J P Rupert and H Wessels retire from the Board by rotation. These directors are eligible and offer themselves for re-election.

DIRECTORS’ INTERESTS

At 30 June 2015 the aggregate of the direct and indirect interests of the directors and their associates in the issued ordinary share capital of the Company amounted to 2.57% (2014: 2.52%).

Mr J P Rupert is a director of Rembrandt Trust which owns all the issued unlisted B ordinary shares.

An analysis of directors’ interests in the issued capital of the Company click here.

DIRECTORS’ EMOLUMENTS

The total directors’ fees for services rendered as directors during the past financial year amounted to R3.7 million (2014: R3.5 million).

ACQUISITION OF SHARES OF THE COMPANY

It is recommended that a general authority be granted to the Board to acquire, should circumstances warrant it, the Company’s own shares and to approve the acquisition of shares in the Company by any of its subsidiaries, subject to the provisions of the Companies Act (No. 71 of 2008), as amended, and the Listings Require­ments of the JSE Limited.

A special resolution to grant this general authority to the Board is incorporated in the notice of the Annual General Meeting.

DIVIDENDS

The final ordinary dividend per share was determined at 259 cents (2014: 233 cents). Total ordinary dividends per share in respect of the year to 30 June 2015 therefore amount to 428 cents (2014: 389 cents).

DECLARATION OF CASH DIVIDEND

Declaration of Dividend No. 30

Notice is hereby given that a final gross dividend of 259 cents (2014: 233 cents) per share has been declared out of income reserves in respect of both the ordinary shares of no par value and the unlisted B ordinary shares of no par value, for the year ended 30 June 2015.

A dividend withholding tax of 15% or 38.85 cents per share will be applicable, resulting in a net dividend of 220.15 cents per share, unless the shareholder concerned is exempt from paying dividend-withholding tax or is entitled to a reduced rate in terms of an applicable double-tax agreement.

The total gross dividend per share for the year ended 30 June 2015 therefore amounts to 428 cents, compared to 389 cents for the year ended 30 June 2014.

The issued share capital at the declaration date is 481 106 370 ordinary shares and 35 506 352 B ordinary shares. The income tax number of the Company is 9500-124-71-5.

Payment

The final dividend is payable on Monday, 16 November 2015, to shareholders of the Company registered at the close of business on Friday, 13 November 2015.

Shareholders may not dematerialise or rematerialise their holdings of ordinary shares between Monday, 9 November 2015, and Friday, 13 November 2015, both days inclusive.

In terms of the Company’s Memorandum of Incorpora­tion, dividends will only be transferred electronically to the bank accounts of shareholders, while dividend cheques are no longer issued. In the instance where shareholders do not provide the Transfer Secretaries with their banking details, the dividend will not be forfeited but will be marked as “unclaimed” in the share register until the shareholder provides the Transfer Secretaries with the relevant banking details for pay out.

SECRETARY

The name and address of the Company Secretary appears here.

APPROVAL

The comprehensive annual financial statements, as well as the summary annual financial statements have been approved by the Board.

Signed on behalf of the Board of Directors.

Johann Rupert

Chairman

 

Stellenbosch

17 September 2015

Jannie Durand

Chief Executive Officer