Annual financial statements
- Audit and risk committee report
- Approval of the financial statement
- Certificate by Company Secretary
- Independent Auditor’s report
- Directors’ report
- Consolidated statement of comprehensive income
- Consolidated statement of financial position
- Consolidated statement of changes in equity
- Consolidated statement of cash flows
- Notes to the consolidated financial statements
- Notes 1 - 10
- Notes 11 - 20
- Notes 21 - 30
- Notes 31 - 34
- Abbreviations
- Definitions
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| GROUP | COMPANY | ||||||
|---|---|---|---|---|---|---|---|
| 2017 R’000 |
2016 R’000 |
2017 R’000 |
2016 R’000 |
||||
| 24 | EMPLOYEE-RELATED OBLIGATIONS | ||||||
| 24.1 | Long-service bonus | ||||||
| The projected-credit method is used for the calculation of the long-service bonus provision. | |||||||
| Payments are recognised as utilisations. | |||||||
| The determination of the long-service bonus is based on the following assumptions: | |||||||
| 7 754 | 7 901 | Active members | |||||
| 6.3% | 6.3% | Salary escalation ratio | |||||
| 8.1% | 8.9% | Discounting rate | |||||
| 65 | 65 | Normal retirement age | |||||
| 21 846 | 24 868 | Balance at the beginning of the year | |||||
| 5 086 | 5 690 | Amounts provided | |||||
| (5 507) | (8 712) | Amounts utilised | |||||
| 21 425 | 21 846 | Total long-service bonus provision | |||||
| Refer to note 34 for further detail on the long-service bonus provision. | |||||||
| 24.2 | Leave pay | ||||||
| A provision for leave pay is recognised for the number of days leave due to employees at 30 June valued at a rate per day based on the basic salary of each employee at 30 June. Leave payments and leave days taken are recognised as utilisations. | |||||||
| 68 305 | 64 461 | Balance at the beginning of the year | |||||
| 11 714 | 13 054 | Amounts provided | |||||
| (9 078) | (9 210) | Amounts utilised | |||||
| 70 941 | 68 305 | Total leave pay provision | |||||
| 24.3 | Total employee-related obligations | ||||||
| 82 595 | 73 474 | Non-current portion | |||||
| 9 771 | 16 677 | Current portion transferred to current liabilities | |||||
| 92 366 | 90 151 | Total non-current and current employee-related obligations | |||||
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
|
2017 R’000 |
2016 R’000 |
2017 R’000 |
2016 R’000 |
||
| 25 | TRADE AND OTHER PAYABLES | ||||
| 1 056 019 | 1 115 717 | Trade payables | 8 240 | 8 703 | |
| 174 635 | 218 950 | Other payables | 1 773 | 1 389 | |
| 69 538 | 47 976 | Payable to joint ventures | |||
| 1 300 192 | 1 382 643 | Total trade and other payables | 10 013 | 10 092 | |
| 25 492 | 19 311 | Non-current portion included in other payables transferred to non-current liabilities | |||
| 1 274 700 | 1 363 332 | Current portion | 10 013 | 10 092 | |
| 1 300 192 | 1 382 643 | Total trade and other payables | 10 013 | 10 092 | |
| The terms for trade payables and other short term payables range from seven days after date of invoice to 45 days after month-end. Interest is payable on a monthly basis. Payables to joint ventures range from 30 days to 45 days after the end of the month in which the transaction took place. | |||||
| Non-current payables range from one to three years after the date of accrual | |||||
| 26 | NOTES TO THE STATEMENT OF CASH FLOWS | ||||
| Tax paid | |||||
| (9 893) | 40 330 | Amount receivable/(due) at the beginning of the year | 928 | 2 157 | |
| (30 057) | (107 161) | Taxation charged in statement of comprehensive income and other adjustments, excluding deferred taxation | (13 544) | (9 925) | |
| (7 165) | 9 893 | Amount due/(receivable) at the end of the year | 3 432 | (928) | |
| (47 115) | (56 938) | Total tax paid | (9 184) | (8 696) | |
| GROUP | COMPANY | ||||||
|---|---|---|---|---|---|---|---|
|
2017 R’000 |
2016 R’000 |
2017 R’000 |
2016 R’000 |
||||
| 27 | PENSIONS AND OTHER POST-EMPLOYMENT BENEFIT PLANS | ||||||
| 27.1 | Defined-contribution funds | ||||||
| 27.1.1 Clover SA pension fund | |||||||
| This is a defined-contribution fund. The value of this fund determines the benefits which accrue to members. The Group has no obligation other than its normal contributions. Number of members on 30 June 2017: 1 082 (30 June 2016: 1 112). | |||||||
| 27.1.2 Clover SA provident fund | |||||||
| This is a defined-contribution fund. The value of the fund determines the benefits which accrue to members. The Group has no obligation other than its normal contributions. Number of members on 30 June 2017: 6 572 (2016: 6 759). | |||||||
| 27.2 | Amounts recognised in profit or loss | ||||||
| Contributions for the Group for the current year: | |||||||
| 40 170 | 38 999 | Pension fund | |||||
| 69 536 | 65 587 | Provident fund | |||||
| 109 706 | 104 586 | Total contributions recognised in profit or loss | |||||
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
|
2017 R’000 |
2016 R’000 |
2017 R’000 |
2016 R’000 |
|||
| 28 | COMMITMENTS AND CONTINGENCIES | |||||
| 28.1 | Operating lease commitments - Group as lessee | |||||
| The Group entered into an outsourcing agreement whereby the Group is provided with milk collection vehicles. The Group also entered into commercial leases on motor vehicles and machinery. These leases have an average life of between three and ten years with renewal options included on some of the contracts. There are no restrictions placed upon the lessee by entering into these lease contracts. | ||||||
| Future minimum lease payments are as follows: | ||||||
| 158 053 | 88 021 | Within one year | ||||
| 217 014 | 110 929 | After one year but not more than five years | ||||
| 23 305 | 179 326 | More than five years | ||||
| 398 372 | 378 276 | Total lease payments payable | ||||
| 28.2 | Future contractual distribution and milk collection cost | |||||
|
The Group entered into a multiyear outsourcing arrangement in respect of distribution and milk collection vehicles. In terms of the outsourcing arrangement the supplier shall acquire and supply vehicles based on functional specifications by the Group. The functional specifications don’t result in the vehicles becoming so customised to the extent that they cannot be repurposed, and used in other parts of the supplier’s fleet or sold. In addition, the supplier has the right to substitute any vehicle in the fleet at its sole discretion as long as it meets the functional speciation as agreed in the service level agreement. Management concluded that the right to substitute the vehicle, and the economic incentive to do so, will result in a substantive right by the supplier, and accordingly the outsourcing arrangement does not meet the definition of a lease. |
||||||
| Future minimum contractual payments are as follows: | ||||||
| 205 477 | 211 606 | Within one year | ||||
| 762 505 | 866 791 | After one year but not more than five years | ||||
| 158 | 203 970 | More than five years | ||||
| 968 140 | 1 282 367 | Total contractual payments payable | ||||
| 28.3 | Operating lease commitments – Group as lessor | |||||
| The Group has entered into commercial property leases on its investment property portfolio, consisting of the Group’s surplus offices and manufacturing buildings. These non-cancellable leases have remaining terms of between one and five years. All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. | ||||||
| Future minimum rentals receivable under non-cancellable operating leases are as follows: | ||||||
| 2 654 | 2 400 | Within one year | ||||
| 12 321 | 7 366 | After one year, but not more than five years | ||||
| 14 975 | 9 766 | Total lease payments receivable | ||||
|
GROUP 2017 |
GROUP 2016 |
|||||
|---|---|---|---|---|---|---|
| Minimum payments |
Present value of payments |
Minimum payments |
Present value of payments |
|||
| R’000 | R’000 | R’000 | R’000 | |||
| 28.4 | Finance leases and hire purchase agreements | |||||
| The Group has finance leases and hire purchase contracts for various items of plant, machinery and vehicles. These leases have no terms of renewal, purchase options or escalation clauses. | ||||||
| Future minimum lease payments with the present value of the net minimum lease payments are as follows: | ||||||
| 11 974 | 9 755 | Within one year | 30 073 | 25 894 | ||
| 23 321 | 18 304 | After one year but not more than five years | 45 098 | 36 282 | ||
| 35 295 | 28 059 | Total minimum lease payments | 75 171 | 62 176 | ||
| (7 236) | Less: Amounts representing finance charges | (12 995) | ||||
| 28 059 | 28 059 | Present value of minimum lease payments | 62 176 | 62 176 | ||
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
|
2017 R’000 |
2016 R’000 |
2017 R’000 |
2016 R’000 |
|||
| 28.5 | Capital commitments | |||||
| 40 908 | 191 498 | Capital expenditure authorised and contracted for | ||||
| 43 424 | 68 963 | Capital expenditure authorised but not contracted for | ||||
| 84 332 | 260 461 | Total capital commitments | ||||
| Commitments will be spent within the next three to four years. | ||||||
| GROUP | COMPANY | ||||||
|---|---|---|---|---|---|---|---|
|
2017 R’000 |
2016 R’000 |
2017 R’000 |
2016 R’000 |
||||
| 29 | RELATED PARTY DISCLOSURE | ||||||
| Transactions with related parties are made at market-related prices. Outstanding balances at the year-end are unsecured. No interest is paid on current accounts. There have been no guarantees provided or received for any related party receivables or payables except for a sub-ordination agreement with Clover Milkyway (Pty) Ltd amounting to R9.6m. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. | |||||||
| 29.1 | With regard to operating activities with subsidiaries and joint ventures, the following transactions took place during the year: | ||||||
| (a) | Fees earned by CIL for services rendered to Group Companies | ||||||
| Clover SA – Subsidiary | 51 812 | 44 424 | |||||
| Total fees earned by CIL for services rendered to Group Companies | 51 812 | 44 424 | |||||
| (b) | Amounts due to CIL from Group Companies | ||||||
| Clover SA – Subsidiary | 547 578 | 546 844 | |||||
| Total amounts due to CIL from Group Companies | 547 578 | 546 844 | |||||
| (c) | CIL received the following dividends during the year from Group Companies | ||||||
| Clover SA – Subsidiary | 80 000 | 100 000 | |||||
| Total dividends received by CIL from Group Companies | 80 000 | 100 000 | |||||
| 30 | FINANCIAL INSTRUMENTS | ||
| The Group treasury function does not operate as a profit centre, but rather provides financial services to the divisions and Group companies, coordinates access to credit and loan facilities and manages the financial risks relating to the Group’s operations. The Group’s objective in using financial instruments is to reduce the uncertainty over future cash flows arising from movement in currency and interest rates. Currency and interest rate exposure is managed within Board-approved policies and guidelines which restrict the use of derivatives to the hedging of specific underlying currency and interest rate exposures. | |||
| 30.1 | Financial Risk management | ||
| The Group has exposure to the following risks from its use of financial instruments: | |||
| – credit risk | |||
| – liquidity risk | |||
– market risk: foreign currency, interest rate and share price risk |
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This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk and the Group’s management of capital. Further quantitative disclosures are included throughout these consolidated and separate financial statements. |
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The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Audit and Risk Committee, is responsible for developing and monitoring the Group’s risk management policies. The Committee reports regularly to the Board of Directors on its activities. |
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The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. |
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| The Audit and Risk Committee is assisted in its oversight role by Clover Risk Management, assisted by Deloitte Risk Management. Risk Management undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Committee. | |||
| a. | Credit risk management | ||
| Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally
from the Group’s receivables from customers and investment securities. |
|||
Credit risk primarily relates to potential exposure on bank and cash balances, investments, derivatives and trade receivables. The Group limits its exposure arising from money market and derivative instruments by only dealing with well-established financial institutions of high credit standing. The Group is exposed to credit risk in the form of trade receivables. The maximum exposure is the carrying amount as disclosed in note 30.5. Historically, Group bad debts have been negligible and the management of debtors payment terms have been very successful. Trade receivables comprise a large number of debtors, but with significant concentration in value on the country’s major retail and wholesale chains, credit is extended in terms of the Group’s credit policies. In the opinion of the Board there was no significant credit risk at year-end which had not been adequately provided for. |
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The Group limits its exposure to credit risk by only investing in reputable institutions with high credit ratings. |
|||
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate, has less of an influence on credit risk. Approximately 71,6% (2015: 79,56%) of the Group’s credit sales is attributable to sales transactions with the major national chain stores of good credit standing. However, geographically there is no concentration of credit risk. |
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The responsibility for effective credit management rests with the Chief Financial Officer. The granting of credit is governed by a policy for the approval and authorisation levels for new credit applications and revision of credit limits. |
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The credit policy requires that each new customer is analysed individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. Any variations in authorisation levels must be approved in terms of the credit policy. The review includes obtaining and evaluating trade references, bank codes, financial statements and trade history. Depending on the customer profile and credit limit required, further information on Directors and a credit bureau report will be obtained. With the exception of the major national chain stores, where credit risks are assessed as low, credit limits are established for each customer, which represents the maximum open amounts. |
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Most of the Group’s customers have been transacting with the Group for many years and the Group has had a steady customer base. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are chain stores, general trade or wholesalers. |
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Additional credit is withheld from customers, excluding the major national chain stores, that have defaulted on their payments, until the situation has been resolved. |
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| The Group establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables and investments. The main component of this allowance is a specific loss component that relates to individually significant exposures. | |||
| As a general rule, sureties must be obtained for all new accounts, unless the Group waives its rights in this regard, backed by a low credit risk assessment. | |||
| b. | Liquidity risk management | ||
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions. Refer to note 30.4 for detailed analysis of liquidity exposure. |
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The Group manages liquidity risk by monitoring actual and budgeted cash flows and ensuring that adequate borrowing facilities are maintained. |
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The Group ensures that it has sufficient cash on demand to meet expected operational demands, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. In addition the Group maintains the lines of credit as can be viewed in note 22. |
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The Group monitors the liquidity risk using a recurring liquidity planning tool. This tool considers the maturity of both its financial investments and financial assets and projected cash flows from operations. |
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The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, finance leases, funding through securitisation of debtors book and hire purchase contracts. The Group’s policy is that not more than 25% (2016: 25%) of long-term borrowings should mature in the next 12-month period. In less than one year, the Group’s long-term debt of 27.3% (2016: 20%) will mature at year-end based on the carrying value of borrowings reflected in the financial statements. |
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| Trade creditors form an important part of the short-term financing of the Group’s working capital. Careful management and control of trade creditors is applied to ensure maximum use of what is viewed as interest-free debt. | |||
| The following guarantees were in place: | |||
| Guarantees | 2017 R'000 |
2016 R'000 |
|||
| Municipalities | 15 642 | 15 694 | |||
| Other* | 329 | 18 586 | |||
| 15 971 | 34 280 |
| *Primarily relates to major supplier in relation to the import of equipment which has been subsequently settled. |
| c. | Market risk management | |||
Market risk is the risk that changes in market prices such as foreign exchange rates |
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| The Group buys and sells derivatives in the ordinary course of business in order to manage market risks. All such transactions are carried out within the guidelines set by the Risk Management Policy.
|
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| (i) | Foreign currency risk management | |||
The Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currencies of Group entities. Currencies primarily exposed to from time to time are the Euro, US Dollar, Botswana Pula, British Pound and the Nigerian Naira. Certain exchange rate exposures are hedged through the use of forward exchange contracts. No forward exchange contracts were in place at year-end. |
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| The Group hedges amounts greater than R2 million (2016: R2 million) denominated in a foreign currency. Forward exchange contracts are used to hedge currency risk, when applicable, most with a maturity of less than one year from the reporting date. When necessary, forward exchange contracts are rolled over at maturity. | ||||
Foreign currency sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in exchange rates of the Naira and the Pula. The Group’s exposure to foreign currency changes for all other currencies is not material.
| GROUP 2017 | GROUP 2016 | |||||||
|---|---|---|---|---|---|---|---|---|
| Change in rate |
Effect on profit before tax |
Effect on Equity |
Change in rate |
Effect on profit before tax |
Effect on Equity |
|||
| R’000 | R’000 | R’000 | R’000 | |||||
| Foreign subsidiaries – equity | ||||||||
| +10% | Rand – strengthening | +10% | ||||||
| (21 556) | Loss on Pulas | (25 035) | ||||||
| 32 | Profit on Naira | 160 | ||||||
| -10% | Rand – weakening | -10% | ||||||
| 21 556 | Profit on Pulas | 25 035 | ||||||
| (32) | Loss on Naira | (160) | ||||||
(ii) Interest rate risk management
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s interest-bearing loans and borrowings with fixed and variable rates. The risk is managed by maintaining an appropriate mix of fixed and floating rates.
| GROUP | GROUP | |||||||
|---|---|---|---|---|---|---|---|---|
|
2017 R’000 |
2016 R’000 |
|||||||
| At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was: | ||||||||
| 400 000 | Fixed-rate instruments | 400 000 | ||||||
| 1 081 925 | Variable-rate instruments | 874 470 | ||||||
| 1 481 925 | 1 274 470 | |||||||
| Interest rate sensitivity | ||||||||
| An increase/decrease of 100 basis points (2016: 100 basis points) in interest rates at the reporting date would affect profit before taxation by the amount shown below. This analysis assumes that other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for the prior year. | ||||||||
| Increase of 100 basis points | ||||||||
| (10 819) | Decrease in profit before tax | (8 745) | ||||||
| Decrease of 100 basis points | ||||||||
| 10 819 | Increase in profit before tax | 8 745 | ||||||
| (iii) | Share price risk management | |||||||
| The Group is affected by the movement in its share price due to the share appreciation rights issued to management. The Group entered into forward share purchases to hedge 2 132 695 of the share appreciation right issued to management. Refer to note 14 for more details. | ||||||||
| Forward share purchases sensitivity | ||||||||
| An increase/decrease of 10% (2016: 10%) in the share price at the reporting date would have affected profit before taxation by the amounts shown below. This analysis assumes that all other variables remain constant. | ||||||||
| Increase of 10% in share price | ||||||||
| 3 484 | Increase in profit before tax | 3 972 | ||||||
| Decrease of 10 % in share price | ||||||||
| (3 464) | Decrease in profit before tax | (3 926) | ||||||
| (iv) | Fuel price risk management | |||||||
| The Group is effected by the volatility of the diesel price. Its operating activities require the ongoing purchase of diesel for logistic purposes. | ||||||||
| Based on an 12-month forecast about the required diesel supply, the Group hedged the purchase price of diesel using a futures contract linked to the Rand Ice Gas Oil Price. The Group hedged 13 200 000 litres of diesel, which is equivalent to 8 months’ diesel usage. Subsequent to year-end the Group extended its hedging period until 30 June 2017, at 1 650 000 per month. | ||||||||
| Cash flow hedge sensitivity | ||||||||
| An increase/decrease of 10% (2016: 10%) in the diesel price at the reporting date would have affected other comprehensive income, by the amounts shown below. This analysis assumes that all other variables remain constant. The analysis is performed on the same basis for the prior year. | ||||||||
| Increase of 10% in diesel price | ||||||||
| – | Increase in other comprehensive income | 7 607 | ||||||
| Decrease of 10% in diesel price | ||||||||
| – | Decrease in other comprehensive income | (7 607) | ||||||
| (v) | Clover Frankies - Call and put options | |||||||
| Call option Clover Frankies | ||||||||
| Frankies granted Clover the irrevocable right to purchase Frankies’ 49% of the issued share capital in Clover Frankies (“Call shares”). The call option was exercisable by Clover any time after 30 June 2019. However the option was effectively cancelled when Clover acquired the remaining 49% shares in the current year. Refer to note 14 for more information regarding the call option. | ||||||||
| Call option sensitivity | ||||||||
| An increase/decrease of 10% (2016: 10%) in the terminal growth rate at the reporting date would have effected profit before taxation, by the amounts shown below. This analysis assumes that all other variables remain constant. | ||||||||
| Increase of 10% in terminal growth rate | ||||||||
| – | Increase in profit before tax | 780 | ||||||
| Decrease of 10% in terminal growth rate | ||||||||
| – | Decrease in profit before tax | (780) | ||||||
| An increase/decrease of 10% (2016: 10%) in the discount rate at the reporting date would have effected profit before taxation, by the amounts shown below. This analysis assumes that all other variables remain constant. | ||||||||
| Increase of 10% in discount rate | ||||||||
| – | Decrease in profit before tax | (1 358) | ||||||
| Decrease of 10% in the discount rate | ||||||||
| – | Increase in profit before tax | 2 000 | ||||||
| (vi) | Clover Good Hope - Call and put options | |||||||
| Call option Clover Good Hope | ||||||||
| Good Hope granted Clover the irrevocable right to purchase Good Hope’s 49% of the issued share capital in Clover Good Hope (“Call shares”). The call option may be exercised by Clover within three months after each 12 month period from the fifth anniversary of the effective date. Refer to note 14 for more information regarding the call option. | ||||||||
| Call option sensitivity | ||||||||
| An increase/decrease of 10 % in the terminal growth rate at the reporting date would have effected profit before taxation, by the amounts shown below. This analysis assumes that all other variables remain constant. | ||||||||
| Increase of 10% in terminal growth rate | ||||||||
| 1 195 | Increase in profit before tax | 1 526 | ||||||
| Decrease of 10% in terminal growth rate | ||||||||
| (856) | Decrease in profit before tax (limited to current option value) | (560) | ||||||
| An increase/decrease of 10 % in the discount rate at the reporting date would have effected profit before taxation, by the amounts shown below. This analysis assumes that all other variables remain constant. | ||||||||
| Increase of 10 % in discount rate | ||||||||
| (856) | Decrease in profit before tax (limited to current option value) | (560) | ||||||
| Decrease of 10 % in the discount rate | ||||||||
| 4 547 | Increase in profit before tax | 2 806 | ||||||
| Put option Clover Good Hope | ||||||||
| Clover granted Good Hope the irrevocable right to sell Good Hope’s 49% of the issued share capital in Clover Good Hope (“Put shares”). The put option may be exercised by Good Hope within three months after each 12 month period from the third anniversary of the effective date. Refer to note 23 for more information regarding the put option. | ||||||||
| Put option sensitivity | ||||||||
| The sensitivity analysis indicates that there is no effect on profit before tax when the terminal growth rate is adjusted by 10% upwards or downwards.An increase/decrease of 10% in the discount rate at the reporting date would have effected profit before taxation, by the amounts shown below. This analysis assumes that all other variables remain constant. | ||||||||
| Increase of 10 % in discount rate | ||||||||
| (2 480) | Decrease in profit before tax | (689) | ||||||
| Decrease of 10 % in the discount rate | ||||||||
| – | No effect | – | ||||||
| (vii) | Clover Pride - Call and put options | |||||||
| Call option Clover Pride | ||||||||
| AECI granted Clover the irrevocable right to purchase AECI’s 49% of the issued share capital in Clover Pride (“Call shares”). The call option may be exercised by Clover within three months after each 12 month period from the third anniversary of the effective date. Refer to note 14 for more information regarding the call option. | ||||||||
| Call option sensitivity | ||||||||
| An increase/decrease of 10 % in the terminal growth rate at the reporting date would have effected profit before taxation, by the amounts shown below. This analysis assumes that all other variables remain constant. | ||||||||
| Increase of 10% in terminal growth rate | ||||||||
| 1 433 | Increase in profit before tax | |||||||
| Decrease of 10% in terminal growth rate | ||||||||
| – | Decrease in profit before tax (limited to current option value) | |||||||
| An increase/decrease of 10 % in the discount rate at the reporting date would have effected profit before taxation, by the amounts shown below. This analysis assumes that all other variables remain constant. | ||||||||
| Increase of 10 % in discount rate | ||||||||
| – | No effect on net profit before tax | – | ||||||
| Decrease of 10 % in the discount rate | ||||||||
| 5 619 | Increase in profit before tax | – | ||||||
| Put option Clover Pride | ||||||||
| Clover granted AECI the irrevocable right to sell AECI’s 49% of the issued share capital in Clover Pride (“Put shares”). The put option may be exercised by AECI within three months after each 12 month period from the third anniversary of the effective date. Refer to note 23 for more information regarding the put option. | ||||||||
| Put option sensitivity | ||||||||
| The sensitivity analysis indicates that there is no effect on profit before tax when the terminal growth rate is adjusted by 10% upwards or downwards. An increase/decrease of 10% in the discount rate at the reporting date would have effected profit before taxation, by the amounts shown below. This analysis assumes that all other variables remain constant. | ||||||||
| Increase of 10 % in discount rate | ||||||||
| (1 148) | Decrease in profit before tax | – | ||||||
| Decrease of 10 % in the discount rate | ||||||||
| No effect on net profit before tax | – | |||||||
| 30.2 | Capital management | |||||||
| Capital consists of ordinary share capital, as well as ordinary share premium | ||||||||
| A combination of retained earnings, senior debt, term asset finance, commodity finance and general banking facilities are used to fund the business. The Bulk of the Group’s debtors forms part of a securitisation programme. This programme came into effect during 2001. Senior debt raised by the programme currently amounts to R900 million (2016: R900 million). The securitisation provides access to senior debt equal to 74,5% (2016: 74,5%) of the debtors’ book. | ||||||||
| The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings. The Group’s target is to achieve a return on shareholders’ equity of at least 20% in the medium-to long-term. A return of 5,4% (2016: 12,9%) of the debtors’ book. In comparison the weighted average interest expense on interest-bearing borrowings was 10,6% (2016: 9,7%). | ||||||||
| 30.3 | Fair value | |||||||
| The carrying amount of financial assets and liabilities carried at amortised cost are a reasonable approximation of fair value due to the short-term maturities of these financial instruments, other than the put liabilities disclosed in note 23. | ||||||||
| These financial instruments are short term in nature and includes trade receivables, trade payables, cash and cash equivalents. | ||||||||
| Long-term fixed-rate and variable-rate borrowings are evaluated by the Group based on parameters such as interest rates and repayment periods as at year-end, the carrying amounts of the borrowings are not materially different from the calculated fair value. The credit rating remained unchanged at zaAA, as rated by Khanda Credit. | ||||||||
| GROUP | |||||||
|---|---|---|---|---|---|---|---|
| 2016 | |||||||
|
0 – 6 months |
6 – 12 months |
1 – 2 years |
2 – 5 years |
5 years |
Total | ||
| R’000 | R’000 | R’000 | R’000 | R’000 | R’000 | ||
| Financial liabilities | |||||||
| 26 144 | 9 564 | 13 477 | 20 234 | 4 992 | 74 411 | Secured loans | |
| 41 661 | 291 109 | 460 695 | 23 575 | 255 942 | 1 072 982 | Secured by securitisation of trade debtors | |
| 67 741 | 12 496 | 25 200 | 256 352 | – | 361 789 | Unsecured loans | |
| 18 257 | – | – | – | 16 023 | 34 280 | Guarantees | |
| 7 188 | – | – | – | – | 7 188 | Bank overdrafts | |
| 25 612 | – | 2 199 | – | – | 27 811 | Financial liabilities | |
| 1 321 244 | 42 088 | 9 152 | 10 158 | – | 1 382 642 | Trade and other payables | |
| 1 507 847 | 355 257 | 510 723 | 310 319 | 276 957 | 2 961 103 | Total financial liabilities | |
| COMPANY | |||||||
|---|---|---|---|---|---|---|---|
| 2017 | |||||||
| 0 – 6 months | 6 – 12 months |
1 – 2 years |
2 – 5 years |
5 years |
Total | ||
| R’000 | R’000 | R’000 | R’000 | R’000 | R’000 | ||
| The maturity profile of the financial instruments is summarised as follows for the Company: | |||||||
| Financial liabilities | |||||||
| 10 013 | 10 013 | Trade and other payables | |||||
| 10 013 | – | – | – | – | 10 013 | Total financial liabilities | |
| COMPANY | |||||||
|---|---|---|---|---|---|---|---|
| 2016 | |||||||
|
0 – 6 months |
6 – 12 months |
1 – 2 years |
2 – 5 years |
5 years |
Total | ||
| R’000 | R’000 | R’000 | R’000 | R’000 | R’000 | ||
| Financial liabilities | |||||||
| 10 092 | – | – | – | – | 10 092 | Trade and other payables | |
| 10 092 | – | – | – | – | 10 092 | Total financial liabilities | |
| GROUP | COMPANY | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 30.5 | Credit risk | ||||||||
| Exposure to credit risk | |||||||||
| The carrying amount of financial assets represents the maximum exposure to credit risk. | |||||||||
| Financial assets per class | |||||||||
| 1 182 775 | 1 227 372 | Trade receivables | |||||||
| 178 380 | 97 035 | Other receivables | 563 233 | 603 605 | |||||
| 544 863 | 604 071 | Cash and short-term deposits | 63 241 | 21 871 | |||||
| 1 906 018 | 1 928 478 | Total financial assets | 626 474 | 625 476 | |||||
| Trade receivables | |||||||||
| The maximum exposure to credit risk for trade receivables at the reporting date by customer type was as follows: | |||||||||
| 906 736 | 878 273 | Retail chain stores | |||||||
| 123 878 | 134 852 | Wholesale chain stores | |||||||
| 152 161 | 214 247 | Industrial/Catering/General trade | |||||||
| 1 182 775 | 1 227 372 | Total | |||||||
| The ageing of trade receivables at the reporting date is as follows: | |||||||||
| 1 127 639 | 1 128 812 | Neither past due nor impaired* | |||||||
| 41 753 | 84 201 | Past due, but not impaired 0–30 days | |||||||
| 5 940 | 10 069 | Past due but not impaired 31–120 days | |||||||
| 7 443 | 4 290 | Past due but not impaired 120 days | |||||||
| 1 182 775 | 1 227 372 | Total | |||||||
| The movement in the allowance for impairment in respect of trade receivables during the year was as follows: | |||||||||
| 3 847 | 2 525 | Balance at the beginning of the year | 275 | 275 | |||||
| 4 978 | 1 671 | Increases in impairments | |||||||
| (2 308) | (349) | Impairment loss written off | |||||||
| 6 517 | 3 847 | Balance at the end of the year | 275 | 275 | |||||
| * The balance of these receivables mainly relate to well-known retail and wholesale chain stores and is considered to be of a high credit quality as is evident from the relative low impairment balance and zaAA credit ratings based on evaluations performed by independent credit valuation agencies. | |||||||||
| The allowance for impairment accounts in respect of trade receivables are used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible; at that point the amount considered irrecoverable is written off against the financial asset directly. | |||||||||
| The impairment loss written off relates to customers defaulting on payments and being handed over to lawyers for recovery. | |||||||||






