NOTES TO THE ANNUAL FINANCIAL STATEMENTS – NOTE 3

3. FINANCIAL RISKS

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

Risk management is monitored and managed by key personnel of each entity in the Group on a daily basis based on their specific operational requirements.

Credit risk

Credit risk arises because a counterparty may fail to meet its obligations to the Group.

The Group is exposed to credit risk on financial assets mainly in respect of trade receivables, loan receivables and cash and cash equivalents.

Trade receivables consist primarily of invoiced amounts from normal trading activities. The Group has a diversified customer base and policies are in place to ensure sales are made to customers with an appropriate credit history and payment history. Individual credit limits are set for each customer and the utilisation of these credit limits is monitored regularly. Customers cannot exceed their set credit limit, without specific Senior Management approval. Such approval is assessed and granted on a case-by-case basis. Management regularly reviews the debtors age analysis and follows up on long-outstanding debtors. Where necessary, a provision for impairment is made. A portion of the Group’s customer base is made up of major retailers and wholesalers with the balance of the customer base being widely dispersed.

The risk of starter pack receivables is assessed as low due to the fact that annuity income can be utilised in the settlement of the receivable balances and are recoverable within a period which may exceed 12 months.

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

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

The Group has significant concentrations of credit risk with Investec Bank Limited in line with its treasury function.

The Group’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 Group could have to pay if the sureties are called on, amounting to R62 million (2014: R1.9 million). The Group holds collateral in the form of sureties in respect of 50% of the loan receivable from 2DFine Holdings Mauritius. Refer to note 29.

The Group considers its maximum exposure per class, without taking into account any collateral and financial guarantees, to be as follows:

  2015
R’000
      2014
R'000
 
Loans receivable            
Group 1        
Group 2 74 083       44 973  
Group 3 219       1 378  
  74 302       46 351  
Loans to associates and joint ventures            
Group 1 13 900        
Group 2 193 186       153 800  
Group 3        
  207 086       153 800  
Trade receivables            
Group 1 10 699       14 783  
Group 2 2 619 334       2 117 891  
Group 3 18 504       18 113  
Total unimpaired trade receivables 2 648 537       2 150 787  

Refer to note 9 for a breakdown of the provision raised for trade receivables. The effect of discounting of the trade receivables is not taken into account in the table above.

The Group has subordinated a portion of its loan to a joint venture in favour of other creditors, to the value of R45 million.

The rating groups for counterparties 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 or are in the process of being recovered.

  2015
R’000
      2014
R'000
 
Cash at bank and short-term bank deposits            
Credit rating based on latest Fitch local currency long-term issuer default ratings            
AAA 1       1  
A+ 1 045       363  
A- 102 822       82 287  
BBB 210 523        
BBB- 473 299       1 100 758  
Other 593       655  
  788 283       1 184 064  

Liquidity risk

Liquidity risk arises when a company encounters difficulties in meeting commitments associated with liabilities and other payment obligations. The Group’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. Due to the dynamic nature of the underlying businesses, the Group aims to maintain flexibility in funding by keeping committed credit lines available.

Cash flow forecasting is performed in the operating entities of the Group to ensure sufficient cash to meet operational needs while maintaining sufficient headroom to ensure that borrowing limits (where applicable) are not breached.

Surplus cash held by the operating entities over and above the balance required for working capital management is transferred to the Group treasury. Group treasury invests surplus cash in interest-bearing accounts, identifying instruments with sufficient liquidity to provide adequate headroom as determined by the abovementioned forecasts.

The Group has a short-term loan facility with Investec Bank Limited of R1.5 billion (2014: R1 billion). The facility was unutilised. Drawdowns were made and fully repaid during the year.

The facility bears certain debt covenants. The Group has not been in breach in respect of these covenants. The Group has pledged certain securities in respect of this facility. Refer to notes 9, 11 and 12.

The Company and a subsidiary company issued a cross surety in respect of an overdraft facility in the amount of R19.85 million (2014: R19.85 million) in favour of FNB, a division of First National Bank Limited (FNB). This facility was unutilised as at 31 May 2015. In addition, the Company and four of its subsidiaries issued a cross surety in the amount of R1.3 million in respect of credit card facilities granted by FNB.

The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the statement of financial position date to the contractual maturity date.

The amounts disclosed in the table are the contractual undiscounted cash flows.

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
   
2015              
Non-interest-bearing borrowings 16 087    
Trade and other payables* 1 947 194 904 244 89 650 73 133    
Total 1 963 281 904 244 89 650 73 133    
2014              
Non-interest-bearing borrowings 12 437    
Interest-bearing borrowings 2 653    
Trade and other payables* 1 580 441 1 258 679 46 408 4 482    
Total 1 595 531 1 258 679 46 408 4 482    

* Trade and other payables exclude non-financial instruments, being VAT and certain amounts included 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 Group’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 Group is exposed to risks from movements in foreign exchange rates and interest rates that affect its assets, liabilities and anticipated future transactions. The Group is not exposed to significant levels of price risk.

Fair value estimation

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:

  2015
R�000
      2014
R'000 
 
Contingent consideration                   
Opening balance  22 607           3 030    
Acquisition of Panacea Proprietary Limited             6 155    
Acquisition of Retail Mobile Credit Specialists Proprietary Limited             15 132    
Acquisition of Viamedia Proprietary Limited  84 783           �    
Acquisition of Supa Pesa Africa (Mauritius) Limited  29 851           �    
Acquisition of Supa Pesa South Africa Proprietary Limited  100           �    
Settlements  (19 515)          (1 800)   
Gains or losses recognised in profit or loss  6 076           90    
Closing balance  123 902           22 607    
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  (923)          (827)   
   Interest paid  6 999           917    
Change in unrealised gains or losses for the period included in profit or loss for liabilities held at the end of the reporting period  2 052           917    

Cash flow and fair value interest rate risk
The Group’s cash flow interest rate risk arises from loans receivable, cash and cash equivalents andborrowings carrying interest at variable rates. The Group is not exposed to fair value interest rate riskas the Group does not have any fixed interest-bearing instruments carried at fair value.

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

Foreign currency risk
The Group is exposed to foreign currency risk from transactions and translation. Transaction exposurearises because affiliated companies undertake transactions in currencies other than their functionalcurrency. Translation exposure arises where affiliated companies have a functional currency other thanthe rand.

The Group manages its exposure to foreign currency risk by ensuring that the net foreign currencyexposure remains within acceptable levels. Hedging instruments may be used in certain instances toreduce risks arising from foreign currency fluctuations.

IFRS 7 – Sensitivity Analysis
The Group has used a sensitivity analysis technique that measures the estimated change to thestatement of comprehensive income of either an instantaneous increase or decrease of 1% (100 basispoints) in market interest rates or a 10% strengthening or weakening of the rand against all othercurrencies, from the rates applicable at 31 May 2015, for each class of financial instrument with allother variables remaining constant. This analysis is for illustrative purposes only, as in practice marketrates rarely change in isolation.

Interest rate sensitivity
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;
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; and
Under these assumptions, a 1% increase or decrease in market interest rates at 31 May 2015 would increase or decrease profit before tax by R8.5 million (2014: R13.6 million).

Foreign currency sensitivity

Financial instruments by currency

  ZAR
R’000
USD
R’000
NgN
R’000
GBP
R’000
Total
R’000
   
2015              
Financial assets              
Cash and cash equivalents 787 365 1 045 1 788 411    
Trade and other receivables* 2 723 842 97 18 071 2 742 010    
Loans receivable 74 302 74 302    
Loans to associates and joint ventures   13 900   193 186       207 086    
  3 599 409 194 328 1 18 071 3 811 809    
Financial liabilities              
Non-interest-bearing borrowings 16 087 16 087    
Trade and other payables* 3 013 412 171 638 3 014 221    
  3 029 499 171 638 3 030 308    
Net financial position 569 910 194 157 (637) 18 071 781 501    
2014              
Financial assets              
Cash and cash equivalents 1 183 767 363 1 1 184 131    
Trade and other receivables* 2 190 568 262 2 190 830    
Loans receivable 46 351 46 351    
Loans to associates and joint ventures   305   153 495   —   —   153 800    
  3 420 991 154 120 1 3 575 112    
Financial liabilities              
Non-interest-bearing borrowings 12 437 12 437    
Interest-bearing  borrowings 2 653 2 653    
Trade and other payables* 2 888 914 261 730 105 2 890 010    
  2 904 004 261 730 105 2 905 100    
Net financial position 516 987 153 859 (729) (105) 670 012    

* 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 have decreased or increased by R21.2 million. In the prior year, with a 10% strengthening or weakening in the rand against all other currencies, profit before tax would have decreased or increased by R15.3 million.

Capital risk

The Group’s objectives when managing capital are to safeguard the Group’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 Group defines capital as capital and reserves and non-current borrowings. The Group is not subject to externally imposed capital requirements.

There were no changes to the Group’s approach to capital management during the year.


NOTES TO THE ANNUAL FINANCIAL STATEMENTS – NOTE 3