Reviewed Preliminary Consolidated Financial Results For The Year Ended 28 February 2018
 
 
PSG Group Limited
 
Incorporated in the Republic of South Africa
 
Registration number: 1970/008484/06
 
JSE Ltd (“JSE”) share code: PSG
 
ISIN code: ZAE000013017
 
(“PSG Group” or “PSG” or “the company” or “the group”)
 
 
PSG Financial Services Limited
 
Incorporated in the Republic of South Africa
 
Registration number: 1919/000478/06
 
JSE share code: PGFP
 
ISIN code: ZAE000096079
 
(“PSG Financial Services”)
 
 
REVIEWED PRELIMINARY CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2018
 
 
• Recurring earnings up 7% to R9.94 per share
 
• Sum-of-the-parts value of R252.81 per share as at 20 April 2018
 
• Dividend for the year up 11% to R4.15 per share
 
 
OVERVIEW
 
 
PSG is an investment holding company consisting of underlying investments that operate across a
 
diverse range of industries, which include banking, education, financial services and food and
 
related business, as well as early-stage investments in selected growth sectors. PSG’s market
 
capitalisation (net of treasury shares) is approximately R49bn.
 
 
PERFORMANCE
 
 
The two key benchmarks used by PSG to measure performance are sum-of-the-parts (“SOTP”) value and
 
recurring earnings per share, as long-term growth in PSG’s SOTP value and share price should depend
 
on, inter alia, sustained growth in the recurring earnings per share of our underlying investments.
 
 
SOTP
 
 
The calculation of PSG’s SOTP value is simple and requires limited subjectivity as more than 90%
 
of the value is calculated using JSE-listed share prices, while other investments are included at
 
market-related valuations. At 28 February 2018, the SOTP value per PSG share was R255.17
 
(2017: R240.87), representing a 6% increase. At 20 April 2018, it was R252.81 per share. The
 
five-year compound annual growth rate (“CAGR”) of both PSG’s SOTP value and share price was 29% at
 
28 February 2018.
 
 
29 Feb 28 Feb 28 Feb 20 Apr
 
2016 2017 2018 2018 Share Five-year
 
Asset/(liability) Rm Rm Rm Rm of total CAGR^^
 
 
Capitec* 16 820 25 727 29 540 30 670 54% 35%
 
Curro* (including Stadio
 
until unbundling in Oct 2017) 9 773 11 180 7 987 7 079 12% 13%
 
PSG Konsult* 5 441 6 084 7 048 7 363 13% 25%
 
Zeder* 2 815 5 398 4 823 4 464 8% 14%
 
PSG Alpha 1 367 1 909 5 201 4 626 8% 29%
 
Stadio* (since unbundling
 
from Curro in Oct 2017) 2 379 1 727
 
Other investments+ 1 367 1 909 2 822 2 899
 
Dipeo+ 557 812 535 378 1%
 
Other assets 5 868 3 586 2 603 2 604 4%
 
Cash^ 2 895 1 513 1 000 962
 
Pref investments and loans
 
receivable^ 1 335 2 002 1 558 1 597
 
PSG Corporate++ 1 510
 
Other^ 128 71 45 45
 
Total assets 42 641 54 696 57 737 57 184 100%
 
Perpetual pref funding* (1 309) (1 350) (1 278) (1 184)
 
Other debt^ (949) (949) (949) (1 004)
 
Total SOTP value 40 383 52 397 55 510 54 996
 
 
Shares in issue (net of
 
treasury shares) (m) 216.3 217.5 217.5 217.5
 
 
SOTP value per share (R) 186.67 240.87 255.17 252.81 29%
 
 
Share price (R) 173.69 251.43 217.50 226.45 29%
 
 
* Listed on the JSE + SOTP value ++ Valuation ^ Carrying value
 
 
^^ Based on share price/SOTP value per share
 
 
Note: PSG’s live SOTP is available at www.psggroup.co.za
 
 
Capitec remains PSG’s largest investment comprising 51% of the total SOTP assets as at
 
28 February 2018 (2017: 47%), and the major contributor to PSG’s recurring earnings.
 
 
RECURRING EARNINGS
 
 
During the year under review, PSG changed its recurring headline earnings key benchmark to that of
 
recurring earnings, following the first-time inclusion of PSG Alpha’s investment in Evergreen,
 
a company that owns and operates retirement villages. Evergreen’s financial performance is
 
predominantly measured with reference to the fair value adjustments recognised on its investment
 
property, being excluded from headline earnings in terms of accounting conventions. Being a sizeable
 
investment, it has necessitated PSG to include such fair value adjustments on investment property to
 
provide management with a realistic measure to evaluate the group’s earnings performance. Recurring
 
earnings is therefore simply recurring headline earnings as previously reported, plus the after-tax
 
fair value adjustments recognised on Evergreen’s investment property portfolio in the current
 
financial year.
 
 
PSG’s recurring earnings per share increased by 7% following resilient performance from the majority
 
of PSG’s core investments during the year under review. This was offset by Zeder’s weaker performance,
 
being largely invested in the food and related sectors that were negatively affected by particularly
 
tough conditions.
 
 
29 Feb 28 Feb 28 Feb
 
2016 2017 Change 2018
 
Rm Rm % Rm
 
 
Capitec 989 1 164 1 369
 
Curro (including Stadio until
 
unbundling in Oct 2017) 58 96 110
 
PSG Konsult 254 300 348
 
Zeder 212 275 205
 
PSG Alpha (including Stadio since
 
unbundling in Oct 2017) 113 133 172
 
Dipeo (28) (20) (56)
 
PSG Corporate 69 29 (7)
 
Other (mainly pref div income) 101 112 136
 
Recurring earnings before funding 1 768 2 089 9 2 277
 
Funding (net of interest income) (148) (104) (135)
 
Recurring earnings 1 620 1 985 8 2 142
 
Non-recurring items (250) 160 (186)
 
Headline earnings 1 370 2 145 (9) 1 956
 
Non-headline items 113 17 (42)
 
Attributable earnings 1 483 2 162 (11) 1 914
 
 
Non-recurring items comprise:
 
- Unrealised fair value (losses)/gains on
 
Dipeo’s investment portfolio (170) 187 (131)
 
- Other (80) (27) (55)
 
(250) 160 (186)
 
 
Weighted average number of shares in issue
 
(net of treasury shares) (m) 205.7 214.2 1 215.5
 
 
Earnings per share (R)
 
- Recurring 7.88 9.27 7 9.94
 
- Headline 6.66 10.01 (9) 9.08
 
- Attributable 7.21 10.09 (12) 8.88
 
 
Dividend per share (R) 3.00 3.75 11 4.15
 
 
PSG’s headline and attributable earnings per share decreased by 9% and 12%, respectively, mainly as a
 
result of unrealised fair value losses incurred on Dipeo’s investment portfolio, as opposed to
 
unrealised fair value gains achieved in the prior year.
 
 
SIGNIFICANT TRANSACTIONS DURING THE YEAR
 
 
PSG Alpha obtained a 50% interest in Evergreen, one of South Africa’s leading providers of retirement
 
living, for a total investment of R675m, of which R400m has been paid. This investment marks a
 
significant new focus area for PSG and one of its biggest initial cash investments to date.
 
 
Following its listing and unbundling from Curro, Stadio, the private higher education provider,
 
undertook a fully-underwritten rights offer of R640m to fund growth. PSG Alpha followed its rights,
 
investing R328m at R2.50 per share.
 
 
CAPITEC (30.7%)
 
 
Capitec is a South African retail bank focused on delivering simplified banking that is both affordable
 
and easy to access through personal service.
 
 
It reported an 18% increase in headline earnings per share for the year under review.
 
 
Capitec is listed on the JSE and its comprehensive results are available at www.capitecbank.co.za.
 
 
PSG KONSULT (61.5%)
 
 
PSG Konsult is a financial services company, focused on providing wealth management, asset management
 
and insurance solutions to clients.
 
 
It reported a 16% increase in headline earnings per share for the year under review.
 
 
PSG Konsult is listed on the JSE and the Namibian Stock Exchange, and its comprehensive results are
 
available at www.psg.co.za.
 
 
CURRO (55.4%)
 
 
Curro is the largest provider of private school education in Southern Africa.
 
 
Curro’s schools-only business (i.e. excluding Stadio’s results prior to its unbundling) reported a
 
17% increase in headline earnings per share for its financial year ended 31 December 2017.
 
 
Curro is listed on the JSE and its comprehensive results are available at www.curro.co.za.
 
 
ZEDER (43.7%)
 
 
Zeder is an investor in the broad agribusiness industry. Its largest investment is a 27% interest in
 
Pioneer Foods, comprising 53% of Zeder’s total SOTP assets.
 
 
It reported a 35% decrease in recurring earnings per share for the year under review.
 
 
Both Zeder and Pioneer Foods are listed on the JSE and their respective comprehensive results are
 
available at www.zeder.co.za and www.pioneerfoods.co.za.
 
 
PSG ALPHA (98%)
 
 
PSG Alpha serves as incubator to identify and help build the businesses of tomorrow. Given its nature,
 
this portfolio is likely to yield volatile earnings, while providing optionality. Its major investments
 
include shareholdings in Stadio (45.4%), CA Sales (48.1%), Energy Partners (52.5%) and Evergreen (50%).
 
 
PSG Alpha reported a 4% increase in recurring earnings per share for the year under review, with most
 
of the investments performing to expectation.
 
 
DIPEO (49%)
 
 
Dipeo, a BEE investment holding company, is 51%-owned by the Dipeo BEE Education Trust of which all
 
beneficiaries are black individuals. Dipeo’s most significant investments include shareholdings in
 
Curro (5.2%), Stadio (3.5%), Pioneer Foods (4.3%), Quantum Foods (4.2%), Kaap Agri (20%) and
 
Energy Partners (15.7%) - the latter investment having been acquired for R150m during the year under
 
review. The investments in Pioneer Foods, Quantum Foods and Energy Partners remain subject to BEE
 
lock-in periods.
 
 
Dipeo’s SOTP value was R1.09bn (2017: R1.66bn) as at 28 February 2018. Its SOTP value was R0.77bn as
 
at 20 April 2018.
 
 
The Dipeo BEE Education Trust will use its share of the value created in Dipeo to fund black
 
students’ education.
 
 
PROSPECTS
 
 
Although Zeder, in particular, experienced a challenging year, we believe PSG’s investment portfolio
 
is well positioned to continue yielding above-average returns.
 
 
DIVIDENDS
 
 
Ordinary shares
 
PSG’s policy remains to pay up to 100% of available free cash flow as an ordinary dividend, of which
 
approximately one third is payable as an interim and the balance as a final dividend at year-end.
 
The directors have resolved to declare a final gross dividend of 277 cents (2017: 250 cents) per
 
share from income reserves for a total gross dividend of 415 cents (2017: 375 cents) per share in
 
respect of the year ended 28 February 2018.
 
 
The final dividend amount, net of South African dividends tax of 20%, is 221.6 cents per share for
 
those shareholders that are not exempt from dividends tax. The number of ordinary shares in issue
 
at the declaration date is 231 449 404, and the income tax number of the company is 9950080714.
 
 
The salient dates for this dividend distribution are:
 
Last day to trade cum dividend Tuesday, 15 May 2018
 
Trading ex-dividend commences Wednesday, 16 May 2018
 
Record date Friday, 18 May 2018
 
Payment date Monday, 21 May 2018
 
 
Share certificates may not be dematerialised or rematerialised between Wednesday, 16 May 2018, and
 
Friday, 18 May 2018, both days inclusive.
 
 
Preference shares
 
 
The directors of PSG Financial Services declared a gross dividend of 423.56 cents per share in
 
respect of the cumulative, non-redeemable, non-participating preference shares for the six months
 
ended 28 February 2018, which was paid on Monday, 26 March 2018. The detailed announcement in
 
respect hereof was disseminated on the JSE’s Stock Exchange News Service.
 
 
REVIEWED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2018
 
 
Reviewed Audited
 
Feb-18 Feb-17
 
Condensed consolidated income statement Rm Rm
 
 
Revenue from sale of goods 13 956 14 429
 
Cost of goods sold (11 934) (12 416)
 
Gross profit from sale of goods 2 022 2 013
 
 
Income
 
Changes in fair value of biological assets 195 224
 
Investment income (note 7)* 2 059 1 851
 
Fair value gains and losses (note 7) 1 758 1 540
 
Fair value adjustment to investment contract liabilities (note 7) (1 670) (976)
 
Fair value adjustment to third-party liabilities arising on
 
consolidation of mutual funds (note 7) (1 873) (1 239)
 
Commission, school, net insurance and other fee income* 6 799 5 763
 
Other operating income 277 158
 
7 545 7 321
 
 
Expenses
 
Insurance claims and loss adjustments, net of recoveries (629) (581)
 
Marketing, administration and other expenses (7 283) (6 224)
 
(7 912) (6 805)
 
 
Net income from associates and joint ventures
 
Share of profits of associates and joint ventures 1 926 1 827
 
Loss on impairment of associates (8) (6)
 
Net (loss)/profit on sale/dilution of interest in associates (14) 10
 
1 904 1 831
 
 
Profit before finance costs and taxation 3 559 4 360
 
Finance costs (516) (474)
 
 
Profit before taxation 3 043 3 886
 
Taxation (616) (537)
 
Profit for the year 2 427 3 349
 
 
Attributable to:
 
Owners of the parent 1 914 2 162
 
Non-controlling interests 513 1 187
 
2 427 3 349
 
 
* Reclassified as set out in note 11.
 
 
Change Reviewed Audited
 
Earnings per share and number of shares in issue % Feb-18 Feb-17
 
 
Earnings per share (R)
 
- Recurring 7 9.94 9.27
 
- Headline (note 4) (9) 9.08 10.01
 
- Attributable (12) 8.88 10.09
 
- Diluted headline (9) 8.90 9.79
 
- Diluted attributable (12) 8.70 9.86
 
 
Number of shares (m)
 
- In issue 231.4 231.4
 
- In issue (net of treasury shares) 215.9 215.4
 
- Weighted average 215.5 214.2
 
- Diluted weighted average 217.9 216.7
 
 
Reviewed Audited
 
Feb-18 Feb-17
 
Condensed consolidated statement of comprehensive income Rm Rm
 
 
Profit for the year 2 427 3 349
 
Other comprehensive loss for the year, net of taxation (92) (519)
 
Items that may be subsequently reclassified to profit or loss
 
Currency translation adjustments (106) (450)
 
Cash flow hedges (13) (21)
 
Share of other comprehensive income/(losses) and equity
 
movements of associates 7 (44)
 
Items that may not be subsequently reclassified to profit or loss
 
Gains/(losses) from changes in financial and demographic
 
assumptions of post-employment benefit obligations 20 (4)
 
Total comprehensive income for the year 2 335 2 830
 
 
Attributable to:
 
Owners of the parent 1 847 1 974
 
Non-controlling interests 488 856
 
2 335 2 830
 
 
Reviewed Audited
 
Feb-18 Feb-17
 
Condensed consolidated statement of financial position Rm Rm
 
 
Assets
 
Property, plant and equipment* 9 310 7 918
 
Intangible assets* 3 825 3 132
 
Biological assets 558 486
 
Investment in ordinary shares of associates and joint ventures 14 318 13 212
 
Investment in preference shares of/loans granted to associates
 
and joint ventures 149 144
 
Deferred income tax assets 245 194
 
Financial assets linked to investment contracts (note 7) 24 279 22 561
 
Cash and cash equivalents 1 14
 
Other financial assets 24 278 22 547
 
Other financial assets (note 7)* 29 147 26 796
 
Inventory 1 723 1 667
 
Trade and other receivables (note 8) 4 492 3 838
 
Current income tax assets 90 64
 
Cash and cash equivalents 2 278 2 035
 
Non-current assets held for sale 7 14
 
Total assets 90 421 82 061
 
 
Equity
 
Ordinary shareholders’ equity 17 143 15 900
 
Non-controlling interests 11 729 10 900
 
Total equity 28 872 26 800
 
 
Liabilities
 
Insurance contracts 543 544
 
Financial liabilities under investment contracts (note 7) 24 279 22 561
 
Borrowings 7 332 5 411
 
Other financial liabilities 113 156
 
Third-party liabilities arising on consolidation of mutual funds (note 7) 23 600 21 394
 
Deferred income tax liabilities 997 857
 
Trade and other payables and employee benefit liabilities (note 8) 4 630 4 281
 
Current income tax liabilities 55 57
 
Total liabilities 61 549 55 261
 
 
Total equity and liabilities 90 421 82 061
 
 
Net asset value per share (R) 79.39 73.81
 
Net tangible asset value per share (R) 61.67 59.27
 
 
* Reclassified as set out in note 11.
 
 
Reviewed Audited
 
Change Feb-18 Feb-17
 
Condensed consolidated statement of changes in equity % Rm Rm
 
 
Ordinary shareholders’ equity at beginning of the year 15 900 13 634
 
Total comprehensive income 1 847 1 974
 
Issue of shares 1 75
 
Share-based payment costs - employees 66 60
 
Net movement in treasury shares 30 21
 
Transactions with non-controlling interests 135 832
 
Dividends paid (836) (696)
 
Ordinary shareholders’ equity at end of the year 17 143 15 900
 
 
Non-controlling interests at beginning of the year 10 900 10 127
 
Total comprehensive income 488 856
 
Issue of shares 1 399 1 415
 
Share-based payment costs - employees 32 27
 
Subsidiaries acquired (note 6.1) 47 14
 
Transactions with non-controlling interests (723) (1 188)
 
Dividends paid (414) (351)
 
Non-controlling interests at end of the year 11 729 10 900
 
 
Total equity 28 872 26 800
 
 
Dividend per share (R)
 
- Interim 1.38 1.25
 
- Final 2.77 2.50
 
11 4.15 3.75
 
 
Reviewed Audited
 
Feb-18 Feb-17
 
Condensed consolidated statement of cash flows Rm Rm
 
 
Net cash flow from operating activities
 
Cash generated from operations (note 5)*^ 272 302
 
Interest income*^ 1 615 1 431
 
Dividend income* 1 202 1 078
 
Finance costs (463) (433)
 
Taxation paid* (532) (553)
 
Net cash flow from operating activities before cash movement
 
in policyholder funds 2 094 1 825
 
Cash movement in policyholder funds* (13) (101)
 
Net cash flow from operating activities 2 081 1 724
 
 
Net cash flow from investing activities (2 937) (1 674)
 
Cash flow from businesses/subsidiaries acquired (note 6.1) (428) (491)
 
Cash flow from businesses sold (note 6.2) 27
 
Cash flow from first-time consolidation of mutual funds 32
 
Acquisition of ordinary shares in associates and joint ventures (598) (147)
 
Proceeds from disposal of ordinary shares in associates 13
 
Acquisition of property, plant and equipment (1 641) (1 631)
 
Other investing activities (297) 550
 
 
Net cash flow from financing activities* 784 76
 
Dividends paid to group shareholders (836) (696)
 
Dividends paid to non-controlling interests (414) (351)
 
Capital contributions by non-controlling interests 804 1 183
 
Acquisition from non-controlling interests (429) (202)
 
Borrowings drawn 3 406 495
 
Borrowings repaid (1 787) (449)
 
Proceeds from delivery of holding company’s treasury shares 39 21
 
Shares issued 1 75
 
 
Net (decrease)/increase in cash and cash equivalents (72) 126
 
Exchange gains/(losses) on cash and cash equivalents 9 (71)
 
Cash and cash equivalents at beginning of the year 1 056 1 001
 
Cash and cash equivalents at end of the year** 993 1 056
 
 
Cash and cash equivalents consists of:
 
Cash and cash equivalents per the statement of financial position 2 278 2 035
 
Cash and cash equivalents attributable to equity holders 1 924 1 946
 
Other clients’ cash and cash equivalents 354 89
 
Cash and cash equivalents linked to investment contracts 1 14
 
Bank overdrafts attributable to equity holders (included in borrowings) (1 286) (993)
 
993 1 056
 
 
* These line items are impacted by linked investment contracts, consolidated mutual funds and
 
other client-related balances as detailed in note 7.
 
** Available cash held at a PSG Group-level is invested in the PSG Money Market Fund. As a result
 
of the group’s consolidation of the PSG Money Market Fund, the cash invested therein is
 
derecognised and all of the fund’s underlying highly liquid debt securities (included in “other
 
financial assets” in the condensed consolidated statement of financial position) are recognised.
 
Third parties’ cash invested in the PSG Money Market Fund are recognised as a payable and
 
included under “third-party liabilities arising on consolidation of mutual funds”. Available
 
cash held at a PSG Group head office level and invested in the PSG Money Market Fund amounted
 
to R1bn (2017: R1.5bn) at the reporting date.
 
^ Reclassified as set out in note 11.
 
 
Notes to the condensed consolidated financial statements
 
 
1. Basis of presentation and accounting policies
 
 
These condensed consolidated financial statements have been prepared in accordance with the
 
recognition and measurement principles of International Financial Reporting Standards (“IFRS”) as
 
issued by the International Accounting Standards Board, including IAS 34 Interim Financial
 
Reporting; the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee;
 
the Financial Reporting Pronouncements, as issued by the Financial Reporting Standards Council; the
 
requirements of the South African Companies Act, 71 of 2008, as amended; and the JSE Listings
 
Requirements.
 
 
The accounting policies applied in the preparation of these condensed consolidated financial
 
statements are in terms of IFRS and consistent in all material respects with those used in the
 
prior year’s consolidated annual financial statements. The group also adopted the various revisions
 
to IFRS which were effective for its financial year ended 28 February 2018. These revisions have
 
not resulted in material changes to the group’s reported results and disclosures in these condensed
 
consolidated financial statements.
 
 
In preparing these condensed consolidated financial statements, the significant judgements made by
 
management in applying the group’s accounting policies and the key sources of estimation uncertainty
 
were materially the same as those that applied to the group’s annual financial statements for the
 
year ended 28 February 2017.
 
 
2. Preparation
 
 
These condensed consolidated preliminary financial statements were compiled under the supervision
 
of the group chief financial officer, Mr WL Greeff, CA (SA), and were reviewed by PSG Group’s
 
external auditor, PricewaterhouseCoopers Inc. A copy of their unmodified review opinion is available
 
from PSG Group’s registered office. Any reference to future financial performance included in this
 
announcement, has not been reviewed or reported on by the company’s auditor.
 
 
The auditor’s report does not necessarily report on all the information contained in this
 
announcement. Users are therefore advised that in order to get a full understanding of the nature of
 
the auditor’s engagement, they should obtain a copy of the auditor’s report together with the
 
accompanying financial information from the company’s registered office.
 
 
3. PSG Financial Services
 
 
PSG Financial Services is a wholly-owned subsidiary of PSG Group, except for the 17 415 770
 
(2017: 17 415 770) perpetual preference shares which are listed on the JSE. These preference shares
 
are included in non-controlling interests in PSG Group’s condensed consolidated statement of
 
financial position. No separate financial statements are presented in this announcement for
 
PSG Financial Services as it is the only directly held asset of PSG Group.
 
 
Reviewed Audited
 
Feb-18 Feb-17
 
Rm Rm
 
 
4. Headline earnings
 
 
Profit for the year attributable to owners of the parent 1 914 2 162
 
Non-headline items
 
Gross amounts 30 (8)
 
Loss on impairment of associates 8 6
 
Net loss/(profit) on sale/dilution of interest in associates 14 (10)
 
Profit on sale of businesses (note 6.2) (85)
 
Fair value gain on step-up from associate to subsidiary (11) (39)
 
Net loss on sale/impairment of intangible assets (including goodwill) 153 5
 
Net loss on sale/impairment of property, plant and equipment 1 11
 
Non-headline items of associates (31) 18
 
Bargain purchase gain (18) (15)
 
(Reversal of impairment)/impairment of non-current assets held for sale (1) 16
 
Non-controlling interests (137) (10)
 
Taxation 149 1
 
Headline earnings 1 956 2 145
 
 
Headline earnings per share (R) 9.08 10.01
 
 
5. Cash generated from operations
 
 
Profit before taxation 3 043 3 886
 
Share of profits of associates and joint ventures (1 926) (1 827)
 
Depreciation and amortisation 503 433
 
Investment income* (2 059) (1 851)
 
Finance costs 516 474
 
Working capital changes and other non-cash items 195 (813)
 
Cash generated from operations* 272 302
 
 
* Reclassified as set out in note 11.
 
 
6. Businesses/subsidiaries acquired/sold
 
 
6.1 Businesses/subsidiaries acquired
 
 
Businesses/subsidiaries acquired by the group during the year under review included:
 
 
Expo Africa (Pty) Ltd and related entities (“Expo Africa”)
 
During April 2017, the group, through CA Sales Holdings Ltd (“CA Sales”), being a subsidiary of
 
PSG Alpha Investments (Pty) Ltd (“PSG Alpha”), acquired 90% of the issued share capital of
 
Expo Africa for a cash consideration of R20m and contingent consideration of R4m. Expo Africa is
 
involved in sales and merchandising throughout Southern Africa, being complementary to CA Sales’
 
existing operations. Goodwill of R20m arose in respect of, inter alia, the workforce, expected
 
synergies and the business’s growth potential.
 
 
Platchro Holdings (Pty) Ltd (“Platchro”)
 
During May 2017, the group, through Provest Group (Pty) Ltd (“Provest”), being a subsidiary of
 
PSG Alpha, acquired 100% of the issued share capital of Platchro for a cash consideration of R125m.
 
Platchro is involved in the mining services industry, offering complementary services to Provest’s
 
existing operations. Goodwill of R74m arose in respect of, inter alia, the workforce, expected
 
synergies, economies of scale and the business’s growth potential.
 
 
CAMI Education business operations (“CAMI”)
 
During November 2017, the group, through FutureLearn Holdings (Pty) Ltd (“FutureLearn”), being a
 
subsidiary of PSG Alpha, acquired the business operations of CAMI for a cash consideration of R18m.
 
CAMI is involved in the creation and distribution of education software to schools and home learners,
 
offering complementary services to FutureLearn’s existing operations. Goodwill of R14m arose in
 
respect of, inter alia, the workforce, expected synergies, economies of scale and the business’s
 
growth potential.
 
 
Multistage business operations (“Multistage”)
 
During March 2017, the group, through Energy Partners Holdings (Pty) Ltd (“Energy Partners”),
 
being a subsidiary of PSG Alpha, acquired the business operations of Multistage for a cash
 
consideration of R20m. Multistage is involved in industrial refrigeration, offering complementary
 
services to Energy Partners’ existing operations.
 
 
The South African School of Motion Picture Medium and Live Performance (Pty) Ltd and associated
 
property-owning companies (“AFDA”)
 
During September 2017, the group, through Stadio Holdings Ltd (“Stadio”), being a subsidiary of
 
PSG Alpha, acquired 100% of the issued share capital of AFDA for a cash consideration of R179m,
 
the issue of Stadio shares worth R120m and contingent consideration of R89m. AFDA is involved in
 
the private higher education sector in South Africa, offering complementary services to Stadio’s
 
existing operations. Goodwill of R226m arose in respect of, inter alia, the workforce, expected
 
synergies, economies of scale and the business’s growth potential.
 
 
Southern Business School (Pty) Ltd (“SBS”)
 
During November 2017, the group, through Stadio, being a subsidiary of PSG Alpha, acquired 74%
 
of the issued share capital of SBS for a cash consideration of R100m and the issue of Stadio
 
shares worth R100m. SBS is involved in the private higher education sector in South Africa and
 
Namibia, offering complementary services to Stadio’s existing operations. Goodwill of R144m
 
arose in respect of, inter alia, the workforce, expected synergies, economies of scale and the
 
business’s growth potential.
 
 
LISOF (Pty) Ltd and associated property-owning companies (“LISOF”)
 
During January 2018, the group, through Stadio, being a subsidiary of PSG Alpha, acquired the
 
entire issued share capital of LISOF for a cash consideration of R63m, the issue of Stadio shares
 
worth R50m and contingent consideration of R14m. LISOF is involved in the private higher education
 
sector in South Africa, offering complementary services to Stadio’s existing operations. Goodwill
 
of R70m arose in respect of, inter alia, the workforce, expected synergies, economies of scale and
 
the business’s growth potential.
 
 
The amounts of identifiable net assets of businesses/subsidiaries acquired, as well as goodwill
 
and non-controlling interests recognised from business combinations during the year under review,
 
can be summarised as follows:
 
 
Expo Africa Platchro CAMI Multistage Sub-total
 
Reviewed Rm Rm Rm Rm Rm
 
 
Identifiable net assets acquired 4 51 4 24 83
 
Goodwill recognised 20 74 14 108
 
Bargain purchase gain (4) (4)
 
Purchase consideration 24 125 18 20 187
 
Contingent consideration (4) (4)
 
Cash consideration paid 20 125 18 20 183
 
 
Cash consideration paid (20) (125) (18) (20) (183)
 
Cash and cash equivalents acquired 27 1 3 31
 
Cash flow from businesses/subsidiaries
 
acquired (20) (98) (17) (17) (152)
 
 
Sub-total AFDA SBS LISOF Other Total
 
Reviewed Rm Rm Rm Rm Rm Rm
 
 
Identifiable net assets
 
acquired 83 162 90 57 60 452
 
Goodwill recognised 108 226 144 70 54 602
 
Bargain purchase gain (4) (14) (18)
 
Non-controlling interests
 
recognised (34) (13) (47)
 
Derecognition of investment
 
in associates at fair value (41) (41)
 
Purchase consideration 187 388 200 127 46 948
 
Equity securities issued (120) (100) (50) (270)
 
Contingent consideration (4) (89) (14) (107)
 
Cash consideration paid 183 179 100 63 46 571
 
 
Cash consideration paid (183) (179) (100) (63) (46) (571)
 
Cash and cash equivalents
 
acquired 31 79 41 13 (21) 143
 
Cash flow from businesses/
 
subsidiaries acquired (152) (100) (59) (50) (67) (428)
 
 
Transaction costs relating to the business combinations were immaterial and expensed in the
 
condensed consolidated income statement.
 
 
The aforementioned business combinations’ accounting have been finalised and do not contain any
 
contingent consideration or indemnification asset arrangements, unless otherwise stated.
 
Non-controlling interests were measured with reference to their proportionate share of the
 
identifiable net assets acquired.
 
 
Had the aforementioned business combinations been accounted for with effect from 1 March 2017
 
instead of their respective acquisition dates, the condensed consolidated income statement would
 
have reflected additional revenue of R1.2bn and profit for the year of R105m.
 
 
Receivables of R155m are included in the identifiable net assets acquired, which are all considered
 
to be recoverable. The fair value of these receivables consequently approximates its carrying value.
 
 
6.2 Businesses sold
 
 
During July 2017, the group, through Capespan Group Ltd (“Capespan”), being a subsidiary of Zeder
 
Investments Ltd (“Zeder”), merged the fruit distribution businesses of two wholly-owned subsidiaries,
 
Capespan Japan Ltd (“Capespan Japan”) and Metspan Hong Kong Ltd (“Metspan”), with that of
 
Joy Wing Mau Asia (“JWM Asia”) in exchange for a 30% equity interest in JWM Asia, a loan receivable
 
and cash consideration of R59m.
 
 
The amounts of identifiable net assets/liabilities of the businesses sold, as well as the remaining
 
interest in associate recognised during the year under review, can be summarised as follows:
 
 
Capespan
 
Japan Metspan Other Total
 
Reviewed Rm Rm Rm Rm
 
 
Identifiable net (assets)/liabilities derecognised (76) (51) 5 (122)
 
Recognition of investment in associate 26 26
 
Recognition of loans granted to associate 73 49 122
 
Profit on sale of businesses (80) (5) (85)
 
Cash consideration received (3) (56) - (59)
 
 
Cash consideration received 3 56 59
 
Cash and cash equivalents derecognised (18) (14) (32)
 
Cash flow from businesses sold (15) 42 - 27
 
 
7. Linked investment contracts, consolidated mutual funds and other client-related balances
 
 
Linked investment contracts are represented by PSG Life Ltd (an existing subsidiary of PSG Konsult)
 
clients’ assets held under investment contracts, which are linked to a corresponding liability.
 
Accordingly, the value of policy benefits payable is directly linked to the fair value of the
 
supporting assets and therefore the group is not exposed to the financial risks associated with
 
these assets and liabilities.
 
 
As a result of the group’s consolidation of mutual funds which it controls in accordance with IFRS 10,
 
the group’s investments in these mutual funds have been derecognised and all the funds’ underlying
 
assets have been recognised. Third parties’ funds invested in the respective mutual funds are
 
recognised as a payable and included under “third-party liabilities arising on consolidation of mutual
 
funds”.
 
 
The condensed consolidated income statement impact recognised from the assets and liabilities
 
pertaining to the linked investment contracts, consolidated mutual funds and other client-related
 
balances are split from the corresponding condensed consolidated income statement line items
 
attributable to the equity holders of the group below:
 
 
Reviewed Audited
 
Feb-18 Feb-17
 
Client- Client-
 
related Equity related Equity
 
balances holders Total balances holders Total
 
Rm Rm Rm Rm Rm Rm
 
 
Investment income* 1 601 458 2 059 1 398 453 1 851
 
Fair value gains and
 
losses 2 037 (279) 1 758 957 583 1 540
 
Fair value adjustment to
 
investment contract
 
liabilities (1 670) (1 670) (976) (976)
 
Fair value adjustment to
 
third-party liabilities
 
arising on consolidation
 
of mutual funds (1 873) (1 873) (1 239) (1 239)
 
Various other line items (95) (95) (140) (140)
 
- -
 
 
* Reclassified as set out in note 11.
 
 
The condensed consolidated statement of cash flows impact recognised from the assets and liabilities
 
pertaining to the linked investment contracts, consolidated mutual funds and other client-related
 
balances are split from the corresponding condensed consolidated statement of cash flows line items
 
attributable to the equity holders of the group below:
 
 
Reviewed Audited
 
Feb-18 Feb-17
 
Client- Client-
 
related Equity related Equity
 
balances holders Total balances holders Total
 
Rm Rm Rm Rm Rm Rm
 
 
Cash (utilised by)/
 
generated from
 
operations* (1 240) 1 512 272 (1 236) 1 538 302
 
Interest income* 1 013 602 1 615 802 629 1 431
 
Dividend income 421 781 1 202 375 703 1 078
 
Finance costs (463) (463) (433) (433)
 
Taxation paid (29) (503) (532) (50) (503) (553)
 
Cash movement in
 
policyholder funds (13) (13) (101) (101)
 
Net cash flow from
 
operating activities 152 1 929 2 081 (210) 1 934 1 724
 
Net cash flow from
 
investing activities (2 937) (2 937) 32 (1 706) (1 674)
 
Net cash flow from
 
financing activities 100 684 784 76 76
 
Net increase/(decrease)
 
in cash and cash
 
equivalents 252 (324) (72) (178) 304 126
 
Exchange gains/(losses)
 
on cash and cash
 
equivalents 9 9 (71) (71)
 
Cash and cash equivalents
 
at beginning of the year 103 953 1 056 281 720 1 001
 
Cash and cash equivalents
 
at end of the year 355 638 993 103 953 1 056
 
 
* Reclassified as set out in note 11.
 
 
8. Trade and other receivables and payables
 
 
Included under trade and other receivables are PSG Online broker and clearing accounts of which
 
R1.4bn (2017: R1.2bn) represents amounts owing by the JSE for trades conducted during the last few
 
days before the reporting date. These balances fluctuate on a daily basis depending on the activity
 
in the market.
 
 
The control account for the settlement of these transactions is included under trade and other
 
payables, with the settlement to clients taking place within three days after the transaction date.
 
All such balances have subsequently been settled accordingly.
 
 
9. Corporate actions
 
 
Apart from the transactions set out in notes 6.1 and 6.2, the group’s most significant corporate
 
actions are detailed in the commentary section of this announcement.
 
 
10. Financial instruments
 
 
10.1 Financial risk factors
 
 
The group’s activities expose it to a variety of financial risks: market risk (including currency risk,
 
fair value risk, fair value interest rate risk and price risk), credit risk and liquidity risk.
 
 
These condensed consolidated financial statements do not include all financial risk management
 
information and disclosures set out in the consolidated annual financial statements, and therefore
 
they should be read in conjunction with the group’s consolidated annual financial statements for the
 
year ended 28 February 2018. Risk management continues to be carried out by each entity within the
 
group under policies approved by the respective boards of directors.
 
 
10.2 Fair value estimation
 
 
The group, through PSG Life Ltd, issues linked investment contracts where the value of the policy
 
benefits (i.e. liability) is directly linked to the fair value of the supporting assets, and as such
 
does not expose the group to the market risk relating to fair value movements in the supporting assets.
 
 
The information below analysis financial assets and liabilities, which are carried at fair value, by
 
level of hierarchy as required by IFRS 13. The different levels in the hierarchy are defined below:
 
 
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
 
- Level 2: input other than quoted prices included within level 1 that is observable for the asset
 
or liability, either directly (that is, as prices) or indirectly (that is, derived from
 
prices).
 
- Level 3: input for the asset or liability that is not based on observable market data (that is,
 
unobservable input).
 
 
The carrying value of financial assets and liabilities carried at amortised cost approximates their
 
fair value, while those measured at fair value can be summarised as follows:
 
 
Level 1 Level 2 Level 3 Total
 
28 February 2018 (reviewed) Rm Rm Rm Rm
 
 
Assets
 
Derivative financial assets 43 43
 
Equity securities 2 330 1 312 679 4 321
 
Debt securities 922 1 501 2 423
 
Unit-linked investments 41 481 719 42 200
 
Investment in investment contracts 15 15
 
Closing balance 3 252 44 352 1 398 49 002
 
 
Liabilities
 
Derivative financial liabilities 70 39 109
 
Investment contracts 23 421 698 24 119
 
Trade and other payables 45 45
 
Third-party liabilities arising on consolidation
 
of mutual funds 23 600 23 600
 
Closing balance - 47 091 782 47 873
 
 
Level 1 Level 2 Level 3 Total
 
28 February 2017 (audited) Rm Rm Rm Rm
 
 
Assets
 
Derivative financial assets 64 64
 
Equity securities 2 257 1 606 50 3 913
 
Debt securities 1 005 1 686 2 691
 
Unit-linked investments 36 545 1 111 37 656
 
Investment in investment contracts 16 16
 
Closing balance 3 262 39 917 1 161 44 340
 
 
Liabilities
 
Derivative financial liabilities 38 114 152
 
Investment contracts 21 317 1 099 22 416
 
Trade and other payables 38 38
 
Third-party liabilities arising on consolidation
 
of mutual funds 21 394 21 394
 
Closing balance - 42 749 1 251 44 000
 
 
The following table presents changes in level 3 financial instruments during the respective years:
 
 
Reviewed Audited
 
Feb-18 Feb-17
 
Assets Liabilities Assets Liabilities
 
Rm Rm Rm Rm
 
 
Opening balance 1 161 1 251 1 403 1 369
 
Additions 1 188 542 193 295
 
Disposals (915) (1 029) (454) (449)
 
Fair value adjustments 31 18 19 36
 
Other movements (67)
 
Closing balance 1 398 782 1 161 1 251
 
 
Unit-linked investments represent the largest portion of the level 3 financial assets and relate to
 
units held in hedge funds that are priced monthly. The prices are obtained from the asset managers
 
of the particular hedge funds. These are held to match investment contract liabilities, and as such
 
any change in measurement would result in a similar adjustment to investment contract liabilities,
 
which in turn represent the largest portion of level 3 financial liabilities.
 
 
Derivative financial assets, equity securities, debt securities, unit-linked investments and
 
investment in investment contracts are all included in “other financial assets” in the condensed
 
consolidated statement of financial position, while “other financial liabilities” comprise mainly
 
derivative financial liabilities.
 
 
There have been no significant transfers between level 1, 2 or 3 during the year under review, nor
 
were there any significant changes to the valuation techniques and inputs used to determine fair
 
values. Valuation techniques and main inputs used to determine fair value for financial instruments
 
classified as level 2 can be summarised as follows:
 
 
Instrument Valuation technique Main inputs
 
 
Derivative financial assets Exit price on recognised Not applicable
 
and liabilities over-the-counter platforms
 
Debt securities Valuation model that uses the Bond interest rate curves,
 
market inputs (yield of issuer credit ratings and
 
benchmark bonds) liquidity spreads
 
Unit-linked investments Quoted exit price provided Not applicable - daily
 
by the fund manager prices are publicly
 
available
 
Investment in investment Prices are obtained from the Not applicable - prices
 
contracts insurer of the particular provided by registered
 
investment contract long-term insurers
 
Investment contracts Current unit price of underlying Not applicable
 
unitised financial asset that
 
is linked to the liability,
 
multiplied by the number of
 
units held
 
Third-party liabilities arising on Quoted exit price provided by Not applicable - daily
 
consolidation of mutual funds the fund manager prices are publicly
 
available
 
 
11. Reclassification of prior year figures
 
 
Leasehold improvements made by a subsidiary, Curro Holdings Ltd, have been reclassified from
 
“other financial assets” to “property, plant and equipment”, since these leasehold improvements
 
are not recoverable from the landlord. Furthermore, computer software previously incorrectly
 
classified as “property, plant and equipment” were reclassified to “intangible assets”. These
 
reclassifications had no impact on previously reported equity, liabilities, profitability or
 
cash flows; however, it had the following impact on the condensed consolidated statement of
 
financial position at 28 February 2017:
 
 
Previously Now
 
reported reported Change
 
Statement of financial position Rm Rm Rm
 
 
Property, plant and equipment 7 703 7 918 215
 
Intangible assets 3 108 3 132 24
 
Other financial assets 27 035 26 796 (239)
 
-
 
 
Fees earned by a subsidiary of PSG Konsult Ltd, a subsidiary, have been reclassified from
 
“investment income” to “commission, school, net insurance and other fee income”, in order to reflect
 
the nature of the fees earned more accurately. This reclassification had no impact on previously
 
reported assets, equity, liabilities or profitability; however, it had the following impact on the
 
condensed consolidated income statement and condensed consolidated statement of cash flows for the
 
year ended 28 February 2017:
 
 
Previously Now
 
reported reported Change
 
Income statement Rm Rm Rm
 
 
Investment income 1 896 1 851 (45)
 
Commission, school, net insurance and other fee income 5 718 5 763 45
 
-
 
 
Statement of cash flows
 
 
Net cash flow from operating activities
 
Cash generated from operations 257 302 45
 
Interest income 1 476 1 431 (45)
 
-
 
 
12. Segment report
 
 
The group’s classification into seven reportable segments, namely: Capitec, Curro, PSG Konsult,
 
Zeder, PSG Alpha, Dipeo and PSG Corporate, remains unchanged. These segments represent the major
 
investments of the group. The services offered by PSG Konsult consist of financial advice, stock
 
broking, asset management and insurance, while Curro offers private education services. The other
 
segments offer financing, banking, investing and advisory services. All segments operate
 
predominantly in the Republic of South Africa. However, the group has exposure to operations
 
outside the Republic of South Africa through, inter alia, Curro, Zeder’s investments in Capespan,
 
Zaad and Agrivision Africa, and PSG Alpha’s investment in CA Sales and Stadio.
 
 
Intersegment income represents income derived from other segments within the group which is
 
recorded at the fair value of the consideration received or receivable for services rendered in
 
the ordinary course of the group’s activities. Intersegment income mainly comprises intergroup
 
management fees charged in terms of the respective management agreements, intergroup advisory fees
 
and interest income.
 
 
Recurring earnings are calculated on a proportional basis, and include the proportional earnings
 
of underlying investments, excluding marked-to-market adjustments and once-off items. The result
 
is that investments in which the group holds less than 20% and which are generally not equity
 
accountable in terms of accounting standards, are equity accounted for the purpose of calculating
 
the consolidated recurring earnings. Non-recurring earnings include once-off gains and losses and
 
marked-to-market fluctuations, as well as the resulting taxation charge on these items.
 
 
SOTP is a key valuation tool used to measure PSG’s performance. In determining SOTP, listed assets
 
and liabilities are valued using quoted market prices, whereas unlisted assets and liabilities are
 
valued using appropriate valuation methods. These values will not necessarily correspond with the
 
values per the condensed consolidated statement of financial position since the latter are measured
 
using the relevant accounting standards which include historical cost and the equity method of
 
accounting.
 
 
The chief operating decision-maker (the PSG Group Executive Committee) evaluates the following
 
information to assess the segments’ performance:
 
 
Recurring
 
Inter- earnings Non-
 
segment (segment recurring Headline SOTP
 
Year ended 28 February 2018 Income** income** profit) earnings earnings value^
 
(reviewed) Rm Rm Rm Rm Rm Rm
 
 
Capitec* 1 369 1 369 29 540
 
Curro 2 145 110 (1) 109 7 987
 
PSG Konsult 4 188 348 348 7 048
 
Zeder 8 903 205 (21) 184 4 823
 
PSG Alpha 6 311 172 (22) 150 5 201
 
Dipeo (304) (56) (131) (187) 535
 
PSG Corporate 196 (47) (7) (7)
 
Funding 155 (46) (135) (11) (146) (2 227)
 
Other 136 136 2 603
 
Total 21 594 (93) 2 142 (186) 1 956 55 510
 
Non-headline items (42)
 
Earnings attributable to
 
non-controlling interests 513
 
Taxation 616
 
Profit before taxation 3 043
 
 
Recurring
 
Inter- earnings Non-
 
segment (segment recurring Headline SOTP
 
Year ended 28 February 2017 Income** income** profit) earnings earnings value^
 
(audited) Rm Rm Rm Rm Rm Rm
 
 
Capitec* 1 164 1 164 25 727
 
Curro 1 834 96 96 11 180
 
PSG Konsult 3 799 300 300 6 084
 
Zeder 10 522 275 (4) 271 5 398
 
PSG Alpha 4 781 133 3 136 1 909
 
Dipeo 594 (20) 187 167 812
 
PSG Corporate 155 (102) 29 (7) 22
 
Funding 193 (26) (104) (19) (123) (2 299)
 
Other 112 112 3 586
 
Total 21 878 (128) 1 985 160 2 145 52 397
 
Non-headline items 17
 
Earnings attributable to
 
non-controlling interests 1 187
 
Taxation 537
 
Profit before taxation 3 886
 
 
Reviewed Audited
 
Feb-18 Feb-17
 
Reconciliation of segment revenue to IFRS revenue: Rm Rm
 
 
Segment revenue as stated above:
 
Income 21 594 21 878
 
Intersegment income (93) (128)
 
Less:
 
Changes in fair value of biological assets (195) (224)
 
Fair value gains and losses (1 758) (1 540)
 
Fair value adjustment to investment contract liabilities 1 670 976
 
Fair value adjustment to third-party liabilities arising on
 
consolidation of mutual funds 1 873 1 239
 
Other operating income (277) (158)
 
IFRS revenue *** 22 814 22 043
 
 
Non-recurring earnings comprised the following:
 
Non-recurring items from investments (175) 186
 
Other losses (11) (26)
 
(186) 160
 
 
* Equity method of accounting applied.
 
** The total of “income” and “intersegment income” comprises the total of “revenue from sale of
 
goods” and “income” per the condensed consolidated income statement.
 
*** IFRS revenue comprises “revenue from sale of goods”, “investment income” and “commission,
 
school, net insurance and other fee income” as per the condensed consolidated income statement.
 
^ SOTP is a key valuation tool used to measure the group’s performance, but does not necessarily
 
correspond to net asset value.
 
 
13. Capital commitments, contingencies and suretyships
 
 
Curro continues with its expansion and development of new campuses. At the reporting date,
 
authorised and contracted capital expenditure amounted to R516m (2017: R128m), while authorised
 
but not yet contracted capital expenditure amounted to R1.8bn (2017: R1.9bn).
 
 
In addition to the aforementioned and those detailed elsewhere in this announcement, capital
 
commitments, contingencies and suretyships materially similar to those disclosed in the group’s
 
annual financial statements for the year ended 28 February 2017 remained in effect during the year
 
under review.
 
 
14. Related-party transactions
 
 
Related-party transactions similar to those disclosed in the group’s annual financial
 
statements for the year ended 28 February 2017 were entered into during the year under review.
 
 
15. Events subsequent to the reporting date
 
 
During March 2018, the group, through Stadio, being a subsidiary of PSG Alpha, obtained an
 
effective interest of 87.2% in the entities operating Milpark, a registered private higher
 
education institution. Stadio’s purchase consideration amounted to R258m, of which R207m was
 
paid in cash and the remainder settled through the issue of Stadio shares.
 
 
During March 2018, the group, through CA Sales, being a subsidiary of PSG Alpha, concluded an
 
agreement to acquire warehouse and office properties currently leased by CA Sales in Gaborone
 
and Francistown, being in Botswana. The purchase consideration amounts to approximately P243m
 
(approximately R314m) and will be financed by financial institutions in Botswana and South Africa.
 
 
During April 2018, the group, through Curro, concluded an agreement to acquire the entire issued
 
share capital in Cooper College (Pty) Ltd and related entities, which operate a private primary
 
school and crèche in Gauteng, South Africa.
 
 
Apart from the aforementioned, no material event has occurred between the reporting date and the
 
date of approval of these condensed consolidated financial statements.
 
 
On behalf of the board
 
 
Jannie Mouton Piet Mouton Wynand Greeff
 
Chairman Chief Executive Officer Chief Financial Officer
 
 
Stellenbosch
 
24 April 2018
 
 
DIRECTORS:
 
JF Mouton (Chairman)+, PE Burton^^, ZL Combi^, FJ Gouws+, WL Greeff (CFO)*,
 
JA Holtzhausen*, B Mathews^, JJ Mouton+, PJ Mouton (CEO)*, CA Otto^
 
* Executive + Non-executive ^ Independent non-executive ^^ Lead independent director
 
 
The following changes took effect during the past year:
 
- On 2 October 2017, Mr TLR de Klerk replaced Mr AB la Grange as alternate director to
 
Mr MJ Jooste;
 
- On 6 December 2017, Mr MJ Jooste resigned as director and Mr TLR de Klerk, his alternate, was
 
appointed as director;
 
- On 9 February 2018, Mr TLR de Klerk resigned as director;
 
- On 20 February 2018, Mr ZL Combi was appointed chairman of the PSG Group Remuneration
 
Committee, and the PSG Group Social and Ethics Committee was reconstituted to comprise
 
Messrs ZL Combi, PE Burton and PJ Mouton.
 
 
COMPANY SECRETARY AND REGISTERED OFFICE:
 
PSG Corporate Services (Pty) Ltd, 1st Floor Ou Kollege, 35 Kerk Street, Stellenbosch, 7600;
 
PO Box 7403, Stellenbosch, 7599
 
 
TRANSFER SECRETARY:
 
Computershare Investor Services (Pty) Ltd, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196;
 
PO Box 61051, Marshalltown, 2107
 
 
SPONSOR:
 
PSG Capital
 
 
AUDITOR:
 
PricewaterhouseCoopers Inc
 
Date: 24/04/2018 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
 
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