PSG/PGFP - PSG Group/PSG Financial - Reviewed results for the year ended 28
February 2009
PSG Group Limited
Incorporated in the Republic of South Africa
Registration number 1970/008484/06
JSE share code: PSG
ISIN code: ZAE000013017
PSG Financial Services Limited
Incorporated in the Republic of South Africa
Registration number 1919/000478/06
JSE share code: PGFP
ISIN code: ZAE000096079
Reviewed results for the year ended 28 February 2009
- Recurring headline earnings increased by 25,3% to 232,6 cents per share
- Headline earnings decreased by 77,9% to 65,3 cents per share
- Special dividend paid of 200 cents per share
Condensed group income statement
28 Feb Change 29 Feb
2009 % 2008
Rm Rm
Sales from non-financial operations 1 316,8
Insurance income 54,0 15,6
Net fair value adjustments and income 78,3 573,8
on financial instruments
Commission and other fee income 987,0 861,8
Other operating income 55,2 91,3
Total income 1 174,5 2 859,3
Insurance claims 43,2 7,0
Cost of sales of non-financial 1 181,6
Operating expenses 958,8 887,0
Total expenses 1 002,0 2 075,6
Net income from operating activities 172,5 (78,0) 783,7
Finance costs (93,2) (57,8)
Share of profits of associated 233,0 235,6
Net income before taxation 312,3 (67,5) 961,5
Taxation (48,0) (151,9)
Net income of the group 264,3 (67,4) 809,6
Attributable to:
Minority interests 213,2 255,4
Zeder Investments 107,8 133,9
Perpetual preference shares 69,0 54,7
Other 36,4 66,8
Equity holders of the company 51,1 (90,8) 554,2
264,3 809,6
Attributable to equity holders of the 51,1 554,2
Non-headline items (note 2) 58,8 (71,7)
Headline earnings 109,9 (77,2) 482,5
Earnings per share (cents)
- attributable 30,3 (91,1) 338,9
- headline ("HEPS") 65,3 (77,9) 295,1
- diluted attributable 30,2 (91,0) 334,4
- diluted headline 64,9 (77,7) 291,1
Dividend per share (cents)
- interim 19,0 32,5
- final 38,0 80,0
- special 200,0
257,0 128,4 112,5
Number of shares (million)
- in issue (net of treasury shares) 168,0 169,2
- weighted average 168,4 163,5
- diluted weighted average 169,3 165,7
Condensed group balance sheet
28 Feb Restated
2009 29 Feb
Rm 2008
Property, plant and equipment 32,9 26,5
Intangible assets 736,4 676,3
Investments in associated companies (note 3) 3 568,8 3 533,9
Clients' investments linked to investment contracts 7 717,0 7 535,7
(note 5)
Other financial assets 898,9 1 592,2
Deferred income tax 28,6 13,8
Receivables 665,0 410,2
Cash and cash equivalents 479,1 417,5
Total assets 14 126,7 14 206,1
Ordinary shareholders' equity 2 755,4 3 295,4
Minority interests 1 863,6 1 773,6
Total equity 4 619,0 5 069,0
Insurance liabilities 30,8 1,7
Clients' funds under investment contracts (note 5) 7 717,0 7 535,7
Other financial liabilities 1 317,9 894,7
Deferred income tax 67,7 141,2
Payables and provisions 342,7 493,2
Current income tax liabilities 31,6 70,6
Total liabilities 9 507,7 9 137,1
Total equity and liabilities 14 126,7 14 206,1
Net asset value per share (cents) 1 640 1 948
Net tangible asset value per share (cents) 1 202 1 548
Condensed statement of changes in equity
28 Feb 29 Feb
2009 2008
Rm Rm
Ordinary shareholders' equity at beginning of 3 295,4 2 373,0
Shares issued 552,0
Net movement in treasury shares (38,1) (36,4)
Movement in other reserves (5,1) 7,6
Net income for the period 51,1 554,2
Dividends paid (510,4) (155,0)
Step acquisition of associated company
Reversal of previous fair value gains
on equity securities (162,8)
Revaluation of assets and liabilities
of associated company 125,3
Ordinary shareholders' equity at end of period 2 755,4 3 295,4
Minority interests 1 863,6 1 773,6
Beginning of period 1 773,6 1 574,5
Net income for the period 213,2 255,4
Dividends and capital distributions paid (179,7) (87,5)
Capital (acquired from)/contributions by minority (16,1) 142,6
Acquisition/(disposal) of subsidiaries 65,6 (105,0)
Transferred to liabilities (6,3)
Other movements 7,0 (0,1)
Total equity at end of period 4 619,0 5 069,0
Condensed group cash flow statement
28 Feb Restated
2009 29 Feb
Rm 2008
Cash generated by operations (101,3) 252,2
Net change in financial instruments 291,4 (311,9)
Net cash flow from operating activities 190,1 (59,7)
Net cash flow from investment activities 31,7 (362,8)
Net cash flow from financing activities (559,6) (335,4)
Net decrease in cash and cash equivalents (337,8) (757,9)
Cash and cash equivalents at beginning of period 126,6 884,5
Cash and cash equivalents at end of period* (211,2) 126,6
* Include: Bank overdrafts and CFD financing (915,4) (430,1)
facilities of
Clients' cash linked to investment contracts of 225,1 139,2
1. Basis of presentation and accounting policies
The condensed financial statements have been prepared in terms of International
Financial Reporting Standards (IFRS) IAS 34 - Interim Financial Reporting and in
compliance with the Listings Requirements of the JSE Limited. The accounting
policies used in the preparation of the condensed financial statements are
consistent with those used in the annual financial statements for the year ended
29 February 2008.
2. Non-headline items
28 Feb 29 Feb
2009 2008
Rm Rm
After taxation and minorities
Impairment of investment in associated company (28,7)
Net (loss)/profit on sale/dilution of investment in (9,1) 46,6
Net (loss)/profit on sale/dilution of associated (9,3) 4,0
Negative goodwill on acquisition of subsidiaries 19,3 9,6
Impairment of available-for-sale asset (20,0)
Impairment of intangible assets (incl. goodwill) (12,7)
Impairment of shareholders' loans (4,2)
Non-headline items of associated companies 6,8 10,9
Other investment activities (0,9) 0,6
(58,8) 71,7
3. Investments in associated companies
Carrying value
- listed 1 503,3 1 260,4
- unlisted 2 065,5 2 273,5
3 568,8 3 533,9
Market value of listed associates 1 163,5 1 397,9
Directors' valuation of unlisted associates 2 123,0 2 470,4
PSG has tested its investments in associated
companies for impairment at year-end, and the
directors are satisfied that its carrying value is
fairly stated.
4. Commitments
Operating lease commitments 61,0 17,6
5. Linked investment contracts
PSG Group is not exposed to market movements in PSG FutureWealth's clients'
assets held under investment contracts, as any movement in the market price of
the investment is linked to a corresponding adjustment to the liability.
6. Segment report
Primary reporting segment
The group is organised in three main business segments:
- Private equity and corporate finance
- Financial advice and fund management
- Financing and banking
The private equity and corporate finance segment consists of PSG's investment
business and corporate finance services.
The financial advice and fund management segment consists of PSG Konsult and PSG
Fund Management which mainly provide investment support and advice to third
parties, and PSG FutureWealth, a pure linked life insurer focusing on investment
The financing and banking segment consists of Capitec Bank Holdings and Adato
Capital Group. Capitec is a retail bank that provides accessible and affordable
banking facilities to clients and Adato is a niche financing business.
Segment assets and liabilities include all assets and liabilities categories as
listed in the balance sheet of the group.
Total Segment Segment Segment
revenue result assets liabilities
Rm Rm Rm Rm
For the year ended 28
February 2009
Private equity and corporate 118,8 4,8 3 314,4 523,2
Financial advice and fund 1 055,7 167,8 9 546,4 8 952,9
Financing and banking* 1 265,9
1 174,5 172,6 14 126,7 9 476,1
*This segment's equity accounted earnings amounted to R116,3 million for the
year ended 28 February 2009.
Total Segment Segment Segment
Revenue result Assets Liabilities
Rm Rm Rm Rm
For the year ended 29
February 2008
Private equity and corporate 1 944,7 552,5 3 418,7 305,0
Financial advice and fund 914,6 231,2 9 236,6 8 761,5
Financing and banking* 1 550,8
2 859,3 783,7 14 206,1 9 066,5
*This segment's equity accounted earnings amounted to R88,2 million for the year
ended 29 February 2008.
7. Reclassification of prior year figures
The prior year figures were reclassified as follows:
- Margin accounts and collateral held relating to Contracts for Difference
("CFD's") of R216,5 million, previously included in unlisted equity securities,
have been reclassified as Receivables.
- The composition of financial assets included in the at-acquisition balance
sheet of PSG FutureWealth has been reclassified. The net impact of same was an
increase in cash of R139,2 million and a corresponding reduction in other
financial assets.
The effect on the specific line items is reflected below:
As Reclassification Reclassification Restated
previously of PSG of CFD-related
stated FutureWealth equity
acquisition securities to
balance sheet receivables
Rm Rm Rm Rm
Balance sheet
Financial assets
Equity securities 1 539,8 (68,6) (216,5) 1 254,7
Debt securities 1 297,1 283,1 1 580,2
investments 5 309,7 (408,1) 4 901,6
Investment in
contracts 1 105,9 54,4 1 160,3
Receivables 193,7 216,5 410,2
Cash and cash 417,5 139,2 556,7
Cash flow statement
Net cash flow from (502,0) 139,2 (362,8)
Net (897,1) 139,2 (757,9)
in cash and cash
Cash and cash (12,6) 139,2 126,6
equivalents at end
of year
These reclassifications had no taxation impact or effect on the net income
attributable to the equity holders of the group or earnings per share.
8. PSG Financial Services Limited
The company is a wholly owned subsidiary of PSG Group Limited, except for the 6
079 738 preference shares which are listed on the JSE Limited (2008: 6 079 738).
The separate condensed financial statements of the company are not presented as
it is the only asset of PSG Group Limited.
9. Review by auditors
The company's external auditors, PricewaterhouseCoopers Inc., have reviewed the
condensed financial statements. A copy of their unqualified review opinion is
available on request at the company's registered office.
Contribution to headline earnings
Headline earnings Number Net asset value
28 Feb 29 Feb 28 Feb 28 Feb 29 Feb
2009 2008 2009 2009 2008
Rm Rm m Rm Rm
Recurring headline earnings 391,6 303,7 3 151,5 3 027,2
(before funding and STC)
Capitec Bank 104,3 66,8 28,6 1 260,1 1 208,4
PSG Konsult 70,9 63,9 536,3 276,3 247,1
PSG Fund Management 17,4 24,0 64,6 56,0
Channel Life 7,0 1,5 146,5
Quince Capital 21,3 342,4
Adato Capital 4,6 5,8
Paladin Capital and other 65,3 63,1 406,6 372,3
private equity
PSG FutureWealth 13,8 8,9 83,8 59,9
Petmin 5,2 51,1 141,8
Zeder Investments and agri 234,5 568,1 476,5
Equity accounted earnings,
dividends and other income 64,9 40,0
Management fee earned
by PSG after costs 8,9 5,9
PSG Corporate Services 344,4 118,1
Dividends from investments 13,2 7,2
BEE funding 24,8 30,8
Net operating costs (8,7) (29,7)
Non-recurring headline (184,6) 267,3 542,3 1 107,7
Paladin Capital (Thembeka) (77,9) 20,3 153,3 242,3
Zeder Investments and
agri investments 6,7 49,8 93,7 74,5
Petmin (7,5) 134,3 199,7
Vox Telecom (36,5) 18,2 30,1 20,3 60,1
Other investments (51,5) 3,8 222,0 463,1
Interest rate swap (15,0) 23,2 2,9 17,9
STC (special dividend) (35,4)
Quince Capital 7,4
Pioneer underwriting fee 2,8
Zeder performance fee 6,3 7,7
Channel Life non-recurring
items (2,4)
PSG SIT cancellation charge (3,4)
BEE funding (early
redemption premium) 10,0
PSG FutureWealth deferred
tax credit 21,8
m Cubed Holdings 218,0 50,1 50,1
Funding costs (99,3) (69,1) (930,9) (836,8)
Perpetual preference shares (61,1) (51,9) (561,0) (558,9)
(net of interest on interest
rate swap)
Net interest after tax (38,2) (17,2) (369,9) (277,9)
(borrowings and cash)
STC 2,2 (19,4) (7,5) (2,7)
Total 109,9 482,5 2 755,4 3 295,4
Statistics Change
Recurring HEPS (cents) 232,6 185,7 25,3%
Recurring HEPS after funding 174,9 131,6 32,9%
and STC (cents)
HEPS (cents) 65,3 295,1 (77,9%)
Review of results
The current economic climate has emphasised the importance of liquidity. Healthy
cash flows and access to funding, both internal and external, remain crucial for
the sustainable growth of our business. Management has consequently directed a
lot of time and energy over the past year to ensure that PSG Group has adequate
cash resources to fund attractive investment opportunities.
Our funding resources were strengthened through, inter alia:
- The receipt of R201,9 million in cash for the sale of Channel Life.
- Terms have been finalised for the issue of a R200 million, 4-year preference
- The issue of 3 million PSG Group shares to an institution at R14,40 per share
for a total consideration of R43,2 million.
All of the aforementioned transactions occurred after year-end. PSG Corporate
Services, which acts as group treasurer, currently has approximately R550
million in cash and available facilities.
Recurring headline earnings (refer to Contribution to Headline Earnings table)
remain the board's predominant measure of PSG Group's financial performance. The
sustainable earnings from subsidiary and associated companies are included in
recurring headline earnings, whereas marked-to-market movements and once-off
items are disclosed as non-recurring headline earnings.
Recurring headline earnings increased by 25,3% to 232,6 cents per share for the
year ended 28 February 2009. Reportable headline earnings decreased by 77,9% to
65,3 cents per share, mainly as a result of marked-to-market losses following
the general decline in global stock markets. In the past, the board has
cautioned that the substantial profits that emanated from marked-to-market
investments were not necessarily sustainable. The fair value accounting
convention will continue to lead to volatile earnings.
Corporate action
- Effective 1 March 2008, PSG Konsult acquired the business of Multifund and
Brosist for R50 million, of which R36,4 million related to intangibles and R12,4
million to goodwill.
- The unwinding of Quince Capital and consequent establishment of Adato Capital,
effective 13 June 2008, for a cash consideration of R115 million, which
consisted of financial assets of R215 million, goodwill of R11 million,
financial liabilities of R40 million and minority interest of R71 million. Due
to difficult trading conditions, Adato Capital was downsized and R106,8 million
cash returned to PSG in February 2009.
- Following the unwinding of Quince Capital, PSG paid a special dividend of 200
cents per share, amounting to R379 million.
- Zeder increased its interest in Kaap Agri and KWV Limited ("KWV") to 34,3% and
25,1% respectively.
- Effective 1 January 2009, PSG's 34,4% interest in Channel Life was sold to
Sanlam at embedded value for a consideration of R131,6 million. In addition,
PSG's shareholder loans amounting to R66,8 million were repaid.
Capitec Bank (34,5%)
Capitec increased its headline earnings by 42% to R302 million amidst the global
financial crisis which has had a significant impact on the banking industry. The
value of loans granted increased by 22% to R6,3 billion and the number of loans
by 12% to 3,5 million. As a sign of the times, arrears as a percentage of gross
loans extended have deteriorated from 8,3% to 9,1%. The cost-to-income ratio was
54% (2008: 58%) and Capitec's return on equity 27%.
The bank remains in a financially sound position with R1,4 billion in equity and
R3,5 billion in assets (excluding cash). The risk-weighted capital ratio is 43%.
Liquidity remains a high priority and at year-end all savings deposits could
have been repaid when due.
Operationally Capitec now has 363 branches (2008: 331), 3 414 employees (2008: 2
800) and 368 ATMs (2008: 328) serving 1,8 million clients (2008: 1,3 million).
Capitec's comprehensive results are available at
PSG Konsult (73,2%)
The company's turnover increased by 12% to R755 million as a result of organic
and acquisitive growth. Headline earnings increased by 11% to R96,8 million and
headline earnings per share increased by 10% to 13,2 cents per share.
- Funds under administration declined to R43,6 billion (2008: R52,7 billion) and
stockbroking income was lower due to negative investment market conditions.
- On an annualised basis, short-term insurance premiums administered by PSG
Konsult increased from R970 million to R1,4 billion.
- A transaction was concluded to buy the private client stockbroking and
portfolio management division of T-Sec as from the 2009/10 financial year (we
are currently awaiting the approval of the competition authorities).
- At year-end, PSG Konsult had 197 offices (2008: 191) throughout Southern
Africa and the United Kingdom. Our financial planners, stockbrokers and short-
term insurance brokers increased to 514 (2008: 491).
Paladin Capital (86,9%)
Paladin Capital is a private equity and investment company that invests in
listed and unlisted companies where it can acquire a significant influence.
Paladin currently has 13 investments across a number of industries.
Paladin's headline earnings, before taking its BEE company, Thembeka Capital,
into consideration, increased by 13,9% to R73,9 million. However, given the
turmoil experienced in the global financial markets, the marked-to-market losses
incurred on Thembeka's investment portfolio of listed shares (including the JSE
Limited, PSG Group, Capitec and Vox Telecom) have resulted in Paladin delivering
a consolidated headline earnings loss of R18 million as opposed to a R75,4
million profit in the prior year.
During the year under review, Paladin predominantly invested into its existing
portfolio of investments. These included CIC (fast-moving consumer goods),
Erbacon (construction), IQuad (global trade services) and Precrete (mining
services). A 10,7% interest was acquired in Topfix, a provider of scaffolding
and scaffolding personnel. Subsequent to year-end, Paladin increased its
interest in Topfix to 18,2%.
PSG Wealth Cluster
Effective 1 March 2009, PSG FutureWealth merged with PSG Fund Management. This
strategic restructuring will enable closer co-operation, the unlocking of
synergies, development of more innovative products and improved client service
between the two companies. The PSG Fund Management group's assets under
management and administration will as a result increase to more than R26
PSG Fund Management (96,5%)
PSG Fund Management's business consists of local collective investments,
offshore collective investments, asset management, hedge funds and prime
Headline earnings decreased by 26% to R17,9 million, the main reason being the
decline in asset management fees as a result of the lower equity markets. Other
assets, comprising mainly fixed interest and money market flows, were however
attracted to ensure that total assets under management decreased by only 5% to
R16,2 billion. Over the same period the market value of the JSE All Share Index
declined by 38%.
PSG Futurewealth (80%)
PSG FutureWealth is an insurance company that offers mainly investment products.
These products include retirement annuities, preservation funds, living
annuities, endowments, as well as pension and provident funds, to both the
institutional and retail markets.
A positive result is reported for the year under review, despite difficult
economic conditions. It can be attributed to a higher demand for fixed interest
products, the effective bedding down of distribution channels and a focus on
improved efficiencies in the business itself. Reportable headline earnings
increased by 280% to R44,5 million, having raised a non-recurring deferred tax
asset of R27,2 million in the year under review.
Zeder Investments (38,4%)
Zeder's investment portfolio increased by 24% to R1,7 billion, with its
investments in Kaap Agri and KWV representing more than 75% of the portfolio.
Recurring headline earnings increased by 56% to 24,4 cents per share as a result
of the equity-accounted earnings from its investments in associated companies,
which were predominantly accounted for as marked-to-market profits in the
previous year. Reportable headline earnings, however, decreased by 29% to 25,2
cents per share.
Subsequent to year-end, Zeder announced a renounceable rights offer whereby it
intends to raise R500 million.
Zeder's comprehensive results are available at
PSG Corporate Services (100%)
The decline in the listed share prices of PSG's investments in, inter alia, Vox
Telecom and other strategic and non-strategic investments accounted for the non-
recurring marked-to-market losses incurred during the year under review. These
and other investments have in the past contributed significantly to PSG's
headline profits.
In addition, PSG has incurred a marked-to-market loss on its 10-year fixed for
variable interest rate swap. This instrument was entered into in 2006 to
specifically swap the floating rate (75% of prime) on R440 million of PSG's R600
million perpetual preference shares for a fixed rate of 8,87% (which equates to
an average prime rate for the 10-year period of 11,83%).
As from 1 September 2008, PSG's investment in Petmin, a mining company, has been
classified as an associated company. The equity accounted earnings for the six
months to 28 February 2009 amounted to R5,3 million, net of the amortisation of
an intangible asset charge. Subsequent to year-end, this investment was
transferred to Paladin.
Although trading remains challenging and times uncertain, PSG has adequate
resources to weather the storms and take advantage of opportunities.
Changes to management
In view of our ongoing succession planning and management development, the
following changes have been made:
- After 14 years as an executive director, Chris Otto has resolved to become a
non-executive director. Piet Mouton, who has been working within the PSG Group
for the last five years, was appointed as executive director on 16 February
- Effective 19 March 2009, Jacobus van Zyl Smit retired from the PSG Group board
and as chairman of the PSG Group Audit Committee. Jaap du Toit, now an
independent non-executive director, succeeded Jacobus as chairman of the PSG
Group Audit Committee.
- Pierre Malan resigned as director of PSG Group and as CEO of Paladin Capital
with effect from 16 February 2009. Francois Swart replaced Pierre as Paladin CEO
and Bernardt van der Linde was appointed as an executive.
Ordinary shares
Having taken cognisance of the 200 cents per share special dividend paid in
August 2008, the directors of PSG Group Limited have resolved to declare a final
dividend of 38 cents per share (2008: 80 cents) for a total normal dividend of
57 cents per share (2008: 112,5 cents) in respect of the year ended 28 February
In future PSG intends to distribute 75% of free cash flow earned from underlying
investments, after payment of the PSG Financial Services perpetual preference
dividend and other financing commitments, as an ordinary dividend to
shareholders. The balance retained will be utilised to fund investment
opportunities and/or settle debt obligations. One third will be paid as an
interim and the balance as a final dividend at year-end.
The following are the salient dates for the payment of the final dividend:
Last day to trade cum dividend Friday, 8 May 2009
Trading ex dividend commences Monday, 11 May 2009
Record date Friday, 15 May 2009
Day of payment Monday, 18 May 2009
Share certificates may not be dematerialised or rematerialised between Monday,
11 May 2009, and Friday, 15 May 2009, both days inclusive.
Preference shares
The directors of PSG Financial Services Limited have declared a dividend of
563,6 cents per share in respect of the cumulative, non-redeemable, non-
participating preference shares for the six months ended 28 February 2009, which
was paid on 30 March 2009.
Annual General Meeting
The PSG Group Annual General Meeting will be held at 12:00 on Friday, 19 June
2009, at Webersburg, Annandale Road, Stellenbosch.
On behalf of the board
Jannie Mouton
Wynand Greeff
Financial Director
20 April 2009
PSG Group Limited
Registration number 1970/008484/06
JSE share code: PSG
ISIN code: ZAE000013017
PSG Financial Services Limited
Registration number 1919/000478/06
JSE share code: PGFP
ISIN code: ZAE000096079
JF Mouton (Chairman)*, L van A Bellingan, PE Burton, J de V du Toit,
WL Greeff*, MJ Jooste,ZL Combi, JJ Mouton, PJ Mouton*, CA Otto, W Theron,
CH Wiese
*Executive Independent
Secretaries and registered office
PSG Corporate Services (Pty) Limited
1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600
PO Box 7403, Stellenbosch, 7599
Transfer secretaries
Link Market Services South Africa (Pty) Limited
11 Diagonal Street, Johannesburg, 2001
PO Box 4844, Johannesburg, 2000
PSG Capital (Pty) Limited
Date: 20/04/2009 15:39:01 Produced by the JSE SENS Department.
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