NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS l NOTE 2

2. FINANCIAL RISKS

In the course of its business, the Company is exposed to a number of financial risks: credit risk, liquidity risk and market risk (including foreign currency and other price risk). This note presents the Company’s objectives, policies and processes for managing its financial risk and capital.

Credit risk

Credit risk arises because a counterparty may fail to meet its obligations to the Company. The Company is exposed to credit risks on financial instruments such as receivables, loans receivable and cash.

Trade and other receivables consist primarily of invoiced amounts owing from related parties. The recoverability of these amounts are regularly monitored with reference to the counterparties’ financial performance. Where necessary, a provision for impairment is made.

The Company places cash and cash equivalents with major banking groups and quality institutions that have high credit ratings.

Loans are only granted to holders with an appropriate credit history, taking into account the holder’s financial position and past experience.

The Company’s maximum credit risk exposure is the carrying amount of all financial assets on the statement of financial position and sureties provided with the maximum amount the Company could have to pay if the sureties are called on amounting to R1 billion (2013: R900 million).  

    2014
R’000
    2013
R’000
 
Loans to subsidiaries and joint venture            
Group 1        
Group 2   32 619     38 421  
Group 3        
    32 619     38 421  
Loans receivable            
Group 1        
Group 2   63 035      
Group 3        
    63 035      
Trade receivables            
Counterparties without external credit rating            
Group 1        
Group 2       6 443  
Group 3        
Total unimpaired trade receivables       6 443  

The rating groups for counterparties without external credit ratings are categorised as follows:

Group 1 – New customers/related parties (less than six months).
Group 2 – Existing customers/related parties (more than six months) with no defaults in the past.
Group 3 – Existing customers/related parties (more than six months) with some defaults in the past. All defaults were fully recovered.

Cash at bank and short-term bank deposits

Credit rating based on latest Fitch local currency long-term issuer default ratings.

    2014
R’000
    2013
R’000
 
BBB       305  
BBB-   1 418     805  
    1 418     1 110  

Liquidity risk

Liquidity risk arises when a company encounters difficulties to meet commitments associated with liabilities and other payment obligations. The Company’s objective is to maintain prudent liquidity risk management by maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Company finance monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs. Due to the dynamic nature of the underlying businesses, the Company aims to maintain flexibility in funding by keeping committed credit lines available.

Management is satisfied as to the liquidity of the Company since the majority of the current liabilities relate to the loans from subsidiaries. These subsidiaries are 100% held by the Company and therefore the Company has control of their assets including cash resources.

The Company and a subsidiary company have issued a cross surety in respect of a guarantee for an overdraft facility in the amount of R19.85 million in favour of FNB, a division of FirstRand Bank Limited. This facility was unutilised as at 31 May 2014. In addition, the Company and four of its subsidiaries have issued a cross surety in the amount of R1.7 million.

Maturity of financial liabilities

    Less than
one month
or on
demand
R’000
More than
one month
but not
exceeding
one year
R’000
Payable in:
More than
one year
but not
exceeding
two years
R’000
More than
two years
but not
exceeding
five years
R’000
More than
five years
R’000
 
2014              
Loans from subsidiaries   474 949  
Trade and other payables*   2 512 11 557  
Total   477 461 11 557  
2013              
Loans from subsidiaries   150 858  
Trade and other payables*   1 642 7 596  
Total   152 500 7 596  
* Trade and other payables exclude non-financial instruments being VAT and certain amounts within accruals and sundry creditors.

Market risk

Market risk is the risk that changes in market prices (interest rate and currency risk) will affect the Company’s income or the value of its holding of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

The Company is exposed to risks from movements in foreign exchange rates and interest rates that affect its assets, liabilities and anticipated future transactions.

Fair value measurement hierarchy:

Level 1: fair value based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: fair value based on inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); or
Level 3: fair value based on inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

Contingent consideration, included in trade and other payables are level 3 financial liabilities.

Changes in level 3 instruments are as follows:

    2014
R’000
  2013
R’000
 
Contingent consideration          
Opening balance   3 030    
Acquisition of Panacea Proprietary Limited   6 155   2 334  
Acquisition of Blue Label Engage Proprietary Limited     335  
Settlements   (1 800)    
Gains and losses recognised in profit or loss   (129)   361  
Closing balance   7 256   3 030  
Total gains or losses for the period included in profit or loss for liabilities held at the end of the reporting period, under:          
Other income   (827)    
Interest paid   698   361  
Change in unrealised gains or losses for the period included in profit or loss for liabilities held at the end of the reporting period   698   361  

Cash flow and fair value interest rate risk

The Company’s cash flow interest rate risk arises from loans receivable and cash and cash equivalents. The Company is not exposed to fair value interest rate risk as the Company does not have any fixed interest-bearing instruments carried at fair value nor any interest-bearing borrowings.

As part of the process of managing the Company’s exposure to interest rate risk, interest rate characteristics of new borrowings and the refinancing of existing borrowings are positioned according to expected movements in interest rates.

Foreign currency risk

The Company is exposed to foreign currency risk from transactions. Transaction exposure arises due to the Company granting loans to affiliated companies in foreign currencies.

The Company manages its exposure to foreign currency risk by ensuring that the net foreign currency exposure remains within acceptable levels. Hedging instruments are used in certain instances to reduce risks arising from foreign currency fluctuations. The Company did not enter into any forward exchange contracts during the period under review.

IFRS 7 – Sensitivity analysis

The Company has used a sensitivity analysis technique that measures the estimated change to the statement of comprehensive income of either an instantaneous increase or decrease of 1% (100 basis points) in market interest rates or a 10% strengthening or weakening of the rand against all other currencies, from the rates applicable at 31 May 2014, for each class of financial instrument with all other variables remaining constant. This analysis is for illustrative purposes only, as in practice market rates rarely change in isolation.

Interest rate risks

The interest rate sensitivity analysis is based on the following assumptions:

Changes in market interest rates affect the interest income or expense of variable interest financial instruments; and
Changes in market interest rates only affect interest income or expense in relation to financial instruments with fixed interest rates if these are recognised at fair value.

Under these assumptions, a 1% increase or decrease in market interest rates at 31 May 2014 would increase or decrease profit before tax by R655 070 (2013: R11 092).

Foreign currency risk

Financial instruments by currency

    2014 2013  
    ZAR
R’000
USD
R’000
Total
R’000
ZAR
R’000
Total
R’000
 
Financial assets              
Cash   1 418 1 418 1 110 1 110  
Trade and other receivables*   177 177 6 445 6 445  
Loans to subsidiaries and associates   31 565 1 054 32 619 38 419 38 419  
Loans receivable   63 035 63 035 2 2  
    33 160 64 089 97 249 45 976 45 976  
Financial liabilities              
Non-interest-bearing borrowings   474 949 474 949 150 858 150 858  
Trade and other payables*   14 069 14 069 9 238 9 238  
    489 018 489 018 160 096 160 096  
Net financial position   (455 858) 64 089 (391 769) (114 120) (114 120)  
* Trade and other receivables and trade and other payables exclude non-financial instruments.

With a 10% strengthening or weakening in the rand against all other currencies, profit before tax would increase or decrease by R6.4 million respectively.

Capital risk

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust this capital structure, the Company may issue new shares, adjust the amount of dividends paid to shareholders, return capital to shareholders or sell assets to reduce debt.

The Company defines capital as capital and reserves and non-current borrowings.

The Company is not subject to externally imposed capital requirements. There were no changes to the Company’s approach to capital management during the year.

Fair value measurement

For all short-term financial assets and liabilities, the carrying amount is regarded as an approximation of the fair value.


NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS l NOTE 2