NOTES TO THE FINANCIAL STATEMENTS

The summary consolidated financial statements are prepared in accordance with the requirements of the JSE Limited (JSE) for summary financial statements, and the requirements of the Companies Act applicable to summary financial statements. The JSE requires summary financial statements to be prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and to also, as a minimum, contain the information required by IAS 34: Interim Financial Reporting.

The accounting policies applied in the preparation of the consolidated financial statements from which the summary consolidated financial statements were derived are in terms of IFRS and are consistent with those accounting policies applied in the preparation of the previous consolidated Annual Financial Statements, with the exception of the implementation of IFRS 9: Financial Instruments and IFRS 15: Revenue from Contracts with Customers. Refer to “Change in accounting policies” for further detail on the implementation of these standards and amendments. During the year under review various other interpretations and amendments became effective, but their implementation had no impact on the results of either the current or prior years. The financial statements have been prepared under the supervision of the Chief Financial Officer, Neville Williams CA(SA).

The summary consolidated financial statements do not contain all the information and disclosures required in the consolidated financial statements. The summary consolidated financial statements have been extracted from the audited consolidated financial statements upon which PricewaterhouseCoopers Inc. has issued an unqualified report. The audited consolidated financial statements and the unqualified audit report are available for inspection at the registered office of the Company.

This section explains the impact of the adoption of IFRS 9: Financial Instruments and IFRS 15: Revenue from Contracts with Customers on the Group’s financial statements.

IFRS 9 replaces the provisions of IAS 39 that relate to the recognition, classification and measurement of financial assets and financial liabilities, derecognition of financial instruments, impairment of financial assets and hedge accounting. IFRS 9 was adopted without restating comparative information in accordance with the transitional provisions. The adjustments arising from the new standard are therefore not reflected in the statement of financial position at 30 June 2018, but are recognised in the opening statement of financial position on 1 July 2018.

• Loans and receivables

Loans and receivables are classified as financial assets at amortised cost. The implementation of IFRS 9 had no impact on the classification of these assets. It is the Group’s business model to hold these instruments for collection of cash flows, and the cash flows represent solely payments of principal and interest.

• Equity investments previously classified as available-for-sale

The Group elected to present changes in the fair value of all its equity investments previously classified as available-for-sale in other comprehensive income as these investments are held as long-term investments and are not expected to be sold in the short to medium term. As a result, assets with a fair value of R3 067 million were reclassified from available-for-sale financial assets to financial assets at fair value through other comprehensive income (FVOCI) and the related fair value gains of R661 million remains in the fair value reserve on 1 July 2018. Any subsequent remeasurements of these instruments will be reflected in other comprehensive income and no portion will be transferred to the income statement. Dividends from these investments are accounted for in profit and loss.

• Borrowings, derivatives and hedging activities

The adoption of IFRS 9 had no impact on the Group’s classification and measurement of borrowings, derivatives and the Group’s hedging activities.

The impact on the Group’s results from the adoption of IFRS 9 relates solely to the new impairment requirements. The Group’s financial assets carried at amortised cost consist of:

• Current trade and other receivables related to sales of goods and services;
• Cash and cash equivalents; and
• Loans receivable.

The impact of the change in impairment methodology on the Group’s total equity is disclosed below. The adjustment arose from changes in the impairment provisions for the Group’s current trade and other receivables.

The Group’s subsidiaries apply the IFRS 9 simplified approach to measuring expected credit losses on its current trade receivables, which calculates the loss allowance on a lifetime basis. The Group has credit guarantee insurance in place where management of each business unit deems it necessary. The Group’s credit policies requires each new customer to be analysed individually for creditworthiness before delivery and payment terms are offered.

To measure the expected credit loss, trade receivables have been grouped based on shared characteristics and days past due. The calculation of the expected credit loss takes into account any insurance cover in place.

Reconciliation of the loss allowance for trade receivables as at 30 June 2018 to 1 July 2018:

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others:

• the failure of a debtor to engage in a repayment plan with the Group;
• the failure to make contractual payments for a period of greater than the number of days past due as set by each business unit; and/or
• a legal process has not enabled recovery.

The debt instruments classified as measured at amortised cost at 30 June 2018 are considered to have a low credit risk. The loss allowance calculated for these were therefore limited to 12 months’ expected losses and was immaterial. The debt instruments are considered to have a low credit risk when they have a low risk of default and the issuer has a strong capacity to meet its contractual cash flow obligations in the near term.

The loss allowances for financial assets are based on assumptions pertaining to risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on past experience, existing market conditions as well as forward looking estimates at the end of each reporting year.

In accordance with the transitional provisions in IFRS 15, the Group has applied the modified retrospective application option, and certain adjustments are therefore recognised in the opening statement of financial position on 1 July 2018.

The adoption of IFRS 15 has required the Group to identify separate performance obligations in contracts with customers. The Group makes payments or provides products to customers linked to a loyalty programme and distribution of sales and marketing related functions carried out by them. These costs have previously been included in expenditure items in the income statement, but is now accounted for against revenue. This change had no impact on net profit.

When the customer has a right to return the product within a given year, the Group is obliged to refund the purchase price. The Group recognises revenue when the goods have been formally accepted by the customer or the goods have been delivered and the time year for rejection had expired as there is uncertainty about the possibility of return. When goods are returned, revenue is derecognised and the customer credited with value of the goods originally delivered.

In terms of IFRS 15, a refund liability for the estimated expected refunds of R19 million outstanding to customers was recognised as an adjustment to trade and other payables on 1 July 2018. Simultaneously, the Group has a right to recover the product from the customer where the customer exercises his right of return, which right is included in trade and other receivables amounting to R12 million at 1 July 2018. The asset is measured by reference to the former carrying value of the product. The costs to recover the products are not material as the products are usually returned during the normal distribution process.

The Group makes payments in the form of various rebates and allowances to customers linked to distribution or sales and marketing related functions carried out by these customers. These costs, which were insignificant to Remgro’s 2018 financial year, were previously presented as part of other net operating expenses. Subsequent to the 1 July 2018 implementation of IFRS 15, payments made to customers for non-distinct goods and services are classified as part of revenue. IFRS 15 requires that, unless the payment to the customer is in exchange for a distinct good or service that the customer transfers to the entity, the consideration payable to the customer should be accounted for as a reduction of the transaction price (and therefore of revenue). If the payment to the customer is for distinct goods or services, the entity shall account for the purchase in the same way it accounts for other purchases from suppliers.

The Group analysed its payments to customers and concluded these payments to be in lieu of non-distinct services directly related to revenue contracts. Therefore, the Group accounts for these costs against revenue in accordance with the newly introduced principles.

Remgro’s equity accounted investments followed the same transitional arrangements as described above.

The impact of the implementation of IFRS 9 from equity accounted investments on Remgro’s statement of financial position was a decrease amounting to R795 million in both equity accounted investments and reserves. The amendment that had the largest impact was applying the expected credit losses on FirstRand Limited’s (FirstRand) results, which in turn affected RMB Holdings Limited’s (RMH) statement of financial position on 1 July 2018. The implementation of IFRS 9 by these two companies reduced Remgro’s carrying value of equity accounted investments and reserves by R735 million.

The impact of the implementation of IFRS 15 amounted to a reduction in the carrying value of equity accounted investments and reserves of R298 million, of which R289 million is attributable to SEACOM Capital Limited (SEACOM). SEACOM adjusted the accounting of its indefeasible right of use contracts which included the obligation to provide services at various capacities across two networks and with different pricing structures for which cash is received in advanced.

The following table shows the adjustments recognised for each individual line item. Line items that were not affected by the changes have not been included. As a result, the sub-totals and totals disclosed cannot be recalculated from the numbers provided.

On 2 July 2018 the Unilever Spreads business, Siqalo Foods Proprietary Limited (Siqalo Foods), became a wholly owned subsidiary of Remgro (refer to “Related party transactions” for further detail). Furthermore and as previously reported, Remgro holds the majority of voting rights in Distell Group Holdings Limited (Distell) since 11 May 2018, which resulted in the investment in Distell being consolidated from that date.

As a result of the above transactions, certain line items in the statement of financial position and income statement are not directly comparable with the prior year. The accounting for these business combinations has been completed and the fair values at the acquisition dates were as follows:

Siqalo Foods and Distell’s revenue contributions for the year under review are R2 626 million and R26 180 million (30 June 2018: R4 219 million), respectively.

The listed market value of the investment in Mediclinic is R17 891 million on 30 June 2019, which is significantly lower than the carrying value of R27 917 million. Accordingly, management assessed for impairment by means of a value in use calculation. The value in use calculation is based on a discounted cash flow model. The calculation requires the use of estimates in respect of cash flows, growth and discount rates and it assumes a stable regulatory environment. These estimates are based on publicly available information such as analysts’ consensus forecast and guidance provided by Mediclinic in its annual results. Given that Mediclinic, in terms of London Stock Exchange listing requirements and its Disclosure Guidance and Transparency Rules, must monitor such publicly available information for reasonability against its internal budgets and forecast and publish guidance should there be a significant deviance, management has comfort that the estimates used in the discounted cash flow calculation are reasonable.

Cash flow projections for a five-year period were estimated and reflects management’s best view of future earnings. The discount and terminal growth rates used for the business segments are as follows:

Any increase in the discount rate or decreases in the short-term cash flow projections or terminal growth rate could give rise to further impairment charges in future. The value in use of the investment is R24 019 million and, as a result, an impairment of R3 898 million was recognised.

Best Global Brands Limited (BGB), a Distell associate, was impaired  due to a  significant devaluation of approximately 50% of the Angolan kwanza and its resulting impact on the Angolan economy which negatively affected the earnings of BGB. The recoverable amount is the fair value less cost of disposal.

• Financial instruments available-for-sale, at fair value through other comprehensive income (FVOCI), at fair value through profit and loss (FVPL) and investment in money market funds: Fair value is based on quoted market prices or, in the case of unlisted instruments, appropriate valuation methodologies, being discounted cash flow, liquidation valuation and actual net asset value of the investment.
• Derivative instruments: The fair values of derivative instruments, which are included in financial instruments at FVPL, are determined by using appropriate valuation methodologies and mark-to-market valuations.

Financial instruments measured at fair value are disclosed by level of the following fair value hierarchy:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – Inputs (other than quoted prices included within level 1) that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table illustrates the fair values of financial assets and liabilities that are measured at fair value, by hierarchy level:

The following table illustrates the reconciliation of the carrying value of level 3 assets and liabilities at the beginning and end of the year:

Level 3 financial assets consist mainly of investments in the Milestone China entities (Milestone) and the Pembani Remgro Infrastructure Fund (PRIF) amounting to R1 640 million and R231 million respectively. These investments are all valued based on the fair value of each investment’s underlying assets, which are valued using a variety of valuation methodologies. Listed entities are valued at the last quoted share price on the reporting date, whereas unlisted entities’ valuation methods include discounted cash flow valuations, appropriate earnings and revenue multiples.

Milestone’s fair value consists of listed investments (25%), cash and cash equivalents (6%), and unlisted investments (69%). Unlisted investments included at transaction prices in Milestone’s fair value amounted to R705 million, while its remaining six unlisted investments were valued at R361 million. PRIF’s main assets are the investments in ETG Group, Octotel, RSAWeb, Lumos Global and GPR Leasing. ETG Group was valued using a market based approach, specifically the comparable company method (Enterprise value/EBITDA), while the other investments were valued using the discounted cash flow method.

Changes in the valuation assumptions of the above unlisted investments will not have a significant impact on Remgro’s financial statements as the underlying assets of the funds in which Remgro made its investments are widely spread.

On 2 July 2018 Unilever acquired Remgro’s 25.75% shareholding in Unilever in exchange for Unilever’s Spreads business in Southern Africa, as well as a cash consideration of R4 900 million, representing a total transaction value of R11 900 million. This transaction valued the Unilever Spreads business at R7 000 million. The Unilever Spreads business was transferred to Siqalo Foods, which became a wholly owned subsidiary of Remgro on 2 July 2018.

Remgro’s investment in Unilever was previously classified as an associate and accounted for using the equity method. With effect from 2 July 2018, Remgro consolidated Siqalo Foods at 100.0%, while the investment in Unilever, with a carrying value of R3 582 million, was disposed of for a consideration of R11 900 million, realising an accounting profit on the disposal of investment of R8 318 million.

In terms of IFRS 3: Business Combinations the purchase price of Siqalo Foods was R7 000 million. The fair value of the underlying assets acquired and liabilities assumed at the effective date were: intangible assets of R1 687 million, property, plant and equipment of R493 million, and other net liabilities of R388 million. The balance of R5 208 million, being the difference between the purchase price and Siqalo Foods’ identifiable net assets, was allocated to goodwill.

The fair value adjustment to Siqalo Foods’ statement of financial position relates mainly to the recognition of brands (inter alia Rama, Stork and Flora) and non-contractual customer relationships. The amortisation of these additional assets will result in an annual after-tax expense of R80 million included in headline earnings.

Community Investment Ventures Holdings Proprietary Limited (CIVH)

During July 2018, CIVH repurchased 6.3% of its shares from a shareholder, which increased Remgro’s interest in CIVH to 54.4% (30 June 2018: 51.0%).

During the year under review, Remgro invested a further R2 855 million in CIVH, in terms of CIVH rights issues. These share subscriptions did not alter Remgro’s interest in CIVH. The rights issue proceeds were mainly used to partly fund the Vumatel Proprietary Limited acquisition, as well as to fund Dark Fibre Africa Proprietary Limited’s growth strategy. Remgro earned underwriting fees of R58 million in respect of one of the CIVH rights issues.

On 14 December 2018 Remgro advanced a loan amounting to R100 million to CIVH. The loan, including accrued interest, and the outstanding amount of the underwriting fees will be converted into CIVH shares subsequent to 30 June 2019, which will marginally increase Remgro’s interest in CIVH to 54.7%

On 11 September 2018 RMI declared its final dividend for the year ended 30 June 2018, which included an alternative to the cash dividend of either receiving a scrip distribution or reinvesting the cash dividend by subscribing for new RMI ordinary shares. Remgro elected to reinvest its cash dividend amounting to R300 million, and received 7 894 998 new RMI ordinary shares at R38.00 per share.

RCL FOODS LIMITED (RCL Foods)

During December 2018 Remgro acquired a further 7 042 924 RCL Foods shares for a total amount of R115 million. This transaction marginally increased Remgro’s effective interest in RCL Foods to 77.5% (30 June 2018: 77.0%).

INVENFIN PROPRIETARY LIMITED (INVENFIN)

During the year under review Invenfin (a wholly owned subsidiary of Remgro) invested a further R79 million in Bos Brands Proprietary Limited (Bos Brands), thereby increasing its cumulative investment in Bos Brands to R323 million.

Premier Team Holdings Limited (PTH) and Saracens Copthall LLP (Copthall)

On 24 October 2018, Remgro entered into an agreement in terms of which it disposed of its 50.0% interest in PTH (the entity that owns the Saracens rugby club) for a nominal amount with the right to sell its 49.5% interest in Copthall (the entity that houses the Saracens club’s stadium, Allianz Park) after three years for £8 million. The combined transaction gave Remgro the ability to completely exit the Saracens Group.

Remgro’s investments in PTH and Copthall were previously classified as associates and accounted for using the equity method. With effect from 24 October 2018, Remgro disposed of its investment in PTH and derecognised its associated investment in Copthall. The right to sell Copthall is classified as a financial instrument with fair value movements accounted for through profit and loss.

Other

For other related party transactions refer to note 6 and 11.