Investments in and loans to associates and joint ventures
| |
Associate |
|
Joint venture |
|
Joint venture |
|
| Company |
Oxigen Services India
Private Limited |
|
Blue Label Mexico S.A.
de C.V. |
|
2DFine Group1 |
|
| Principal activity |
Airtime and payment
solution provider |
|
Distributor of terminals to
vend e-tokens of value |
|
Investment holding
company |
|
| Country of incorporation |
India |
|
Mexico |
|
Mauritius |
|
| |
2017*
R’000 |
|
|
2016
R’000 |
|
2017
R’000 |
|
|
2016
R’000 |
|
2017*
R’000 |
|
|
2016
R’000 |
|
| Cost and share of reserves at the beginning of the year |
303 512 |
|
|
61 543 |
|
254 855 |
|
|
267 568 |
|
(42 286) |
|
|
(23 806) |
|
| Acquisition of associates and joint ventures |
– |
|
|
167 762 |
|
– |
|
|
42 654 |
|
– |
|
|
– |
|
| Share of (losses)/profits from associates and joint ventures |
(119 831) |
|
|
2 307 |
|
(36 978) |
|
|
(63 293) |
|
(5 409) |
|
|
(10 245) |
|
| Share of results after tax |
(119 568) |
|
|
(27 106) |
|
(35 382) |
|
|
(61 219) |
|
(5 409) |
|
|
(10 245) |
|
| Amortisation of intangible assets |
(365) |
|
|
(786) |
|
(2 217) |
|
|
(2 881) |
|
– |
|
|
– |
|
| Deferred tax on intangible assets amortisation |
102 |
|
|
220 |
|
621 |
|
|
807 |
|
– |
|
|
– |
|
| Dilution of associate2 |
– |
|
|
29 979 |
|
– |
|
|
– |
|
– |
|
|
– |
|
| Foreign currency translation reserve |
(35 085) |
|
|
71 150 |
|
(44 208) |
|
|
7 926 |
|
4 915 |
|
|
(8 235) |
|
| Equity compensation benefit |
– |
|
|
750 |
|
– |
|
|
– |
|
– |
|
|
– |
|
| Dividends received |
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
– |
|
| Reclassification to venture capital associate |
(148 596) |
|
|
– |
|
– |
|
|
– |
|
42 780 |
|
|
– |
|
| Disposal of associate/joint venture included in other income |
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
– |
|
| Cost and share of reserves at the end of the year |
– |
|
|
303 512 |
|
173 669 |
|
|
254 855 |
|
– |
|
|
(42 286) |
|
| Loans to associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loans at the beginning of the year |
38 359 |
|
|
29 552 |
|
– |
|
|
– |
|
234 892 |
|
|
163 634 |
|
| Reclassification to venture capital associate |
(36 025) |
|
|
– |
|
– |
|
|
– |
|
(218 889) |
|
|
– |
|
| Loans granted to associates and joint ventures |
2 136 |
|
|
– |
|
– |
|
|
– |
|
10 982 |
|
|
20 454 |
|
| Loans repaid by associates and joint ventures |
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
– |
|
| Unrealised foreign exchange profit on loans to associates and joint ventures |
(4 470) |
|
|
8 807 |
|
– |
|
|
– |
|
(26 985) |
|
|
50 804 |
|
| Loans at the end of the year |
– |
|
|
38 359 |
|
– |
|
|
– |
|
– |
|
|
234 892 |
|
| Closing net book value |
– |
|
|
341 871 |
|
173 669 |
|
|
254 855 |
|
– |
|
|
192 606 |
|
| |
Joint venture |
|
Other associates |
|
Other joint ventures |
|
Total |
|
| Company |
SupaPesa Africa
Limited |
|
|
|
|
|
|
|
| Principal activity |
Content provider |
|
|
|
|
|
|
|
| Country of incorporation |
Mauritius |
|
|
|
|
|
|
|
| |
2017
R’000 |
|
|
2016
R’000 |
|
2017
R’000 |
|
|
2016
R’000 |
|
2017
R’000 |
|
|
2016
R’000 |
|
2017
R’000 |
|
|
2016
R’000 |
|
| Cost and share of reserves at the beginning of the year |
44 464 |
|
|
33 908 |
|
64 547 |
|
|
7 709 |
|
3 279 |
|
|
564 |
|
628 371 |
|
|
347 486 |
|
| Acquisition of associates and joint ventures |
– |
|
|
– |
|
21 3053 |
|
|
59 9493 |
|
– |
|
|
– |
|
21 305 |
|
|
270 365 |
|
| Share of (losses)/profits from associates and joint ventures |
2 012 |
|
|
348 |
|
(2 885) |
|
|
(3 606) |
|
(1 850) |
|
|
2 719 |
|
(164 941) |
|
|
(71 770) |
|
| Share of results after tax |
2 012 |
|
|
348 |
|
(2 885) |
|
|
(3 606) |
|
(1 850) |
|
|
2 719 |
|
(163 082) |
|
|
(99 109) |
|
| Amortisation of intangible assets |
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
– |
|
(2 582) |
|
|
(3 667) |
|
| Deferred tax on intangible assets amortisation |
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
– |
|
723 |
|
|
1 027 |
|
| Dilution of associate2 |
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
29 979 |
|
| Foreign currency translation reserve |
(7 630) |
|
|
10 208 |
|
(416) |
|
|
495 |
|
– |
|
|
– |
|
(82 424) |
|
|
81 544 |
|
| Equity compensation benefit |
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
750 |
|
| Dividends received |
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
– |
|
| Reclassification to venture capital associate |
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
– |
|
(105 816) |
|
|
– |
|
| Disposal of associate/joint venture included in other income |
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
(4) |
|
– |
|
|
(4) |
|
| Cost and share of reserves at the end of the year |
38 846 |
|
|
44 464 |
|
82 551 |
|
|
64 547 |
|
1 429 |
|
|
3 279 |
|
296 495 |
|
|
628 371 |
|
| Loans to associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loans at the beginning of the year |
– |
|
|
– |
|
– |
|
|
– |
|
8 945 |
|
|
7 900 |
|
282 196 |
|
|
201 086 |
|
| Reclassification to venture capital associate |
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
– |
|
(254 914) |
|
|
– |
|
| Loans granted to associates and joint ventures |
– |
|
|
– |
|
– |
|
|
– |
|
10 986 |
|
|
1 638 |
|
24 104 |
|
|
22 092 |
|
| Loans repaid by associates and joint ventures |
– |
|
|
– |
|
– |
|
|
– |
|
(593) |
|
|
(593) |
|
(593) |
|
|
(593) |
|
| Unrealised foreign exchange profit on loans to associates and joint ventures |
– |
|
|
– |
|
– |
|
|
– |
|
– |
|
|
– |
|
(31 455) |
|
|
59 611 |
|
| Loans at the end of the year |
– |
|
|
– |
|
– |
|
|
– |
|
19 338 |
|
|
8 945 |
|
19 338 |
|
|
282 196 |
|
| Closing net book value |
38 846 |
|
|
44 464 |
|
82 551 |
|
|
64 547 |
|
20 767 |
|
|
12 224 |
|
315 833 |
|
|
910 567 |
|
| 1 |
2DFine Group consists of 2DFine Holdings Mauritius and 2DFine Investments Mauritius. |
| 2 |
This dilution relates to the 2DFine Group’s shareholding in Oxigen Services India Private Limited decreasing from 37.22% to 34.42%. (The
Group’s effective share decreased from 18.1% to 17.21%). |
| 3 |
R9.3 million (2016: R59.9 million) represents an equity loan granted to Lornanox Proprietary Limited. These loans are repayable from
surplus reserves at the discretion of the Board. |
| * |
On 1 June 2016 Oxigen Services India was demerged into two separate entities. Refer to note 2.2. The results of these entities have
been aggregated for purposes of reporting these associates while they were equity accounted for during the period 1 June 2016 to
November 2016. |
| |
Associate |
|
Joint venture |
|
Joint venture |
|
Joint venture |
|
Company
Principal activity |
Oxigen Services India Private Limited Airtime and payment solution provider |
|
Blue Label Mexico S.A. de C.V. Distributor of terminals to vend e-tokens of value |
|
2DFine Group1
Investment holding company |
|
SupaPesa Africa Proprietary Limited Content provider |
|
| Country of incorporation |
India |
|
Mexico |
|
Mauritius |
|
Mauritius |
|
| |
30 November
2016*
R’000 |
|
|
2016
R’000 |
|
2017
R’000 |
|
|
2016
R’000 |
|
30 November
2016*
R’000 |
|
|
2016
R’000 |
|
2017
R’000 |
|
|
2016
R’000 |
|
| Statement of financial position |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-current assets |
486 634 |
|
|
339 096 |
|
97 857 |
|
|
171 701 |
|
138 007 |
|
|
154 706 |
|
8 862 |
|
|
10 654 |
|
| Current assets |
409 205 |
|
|
451 256 |
|
162 885 |
|
|
193 490 |
|
52 |
|
|
59 |
|
10 927 |
|
|
8 645 |
|
| Cash and cash equivalents |
218 584 |
|
|
158 248 |
|
64 515 |
|
|
88 498 |
|
2 |
|
|
2 |
|
5 324 |
|
|
4 702 |
|
| Other current assets |
190 621 |
|
|
283 008 |
|
98 370 |
|
|
104 992 |
|
50 |
|
|
57 |
|
5 603 |
|
|
3 943 |
|
| |
895 839 |
|
|
790 352 |
|
260 742 |
|
|
365 191 |
|
138 059 |
|
|
154 765 |
|
19 789 |
|
|
19 299 |
|
| Total equity |
(51 360) |
|
|
224 477 |
|
112 560 |
|
|
228 233 |
|
(85 560) |
|
|
(84 570) |
|
10 283 |
|
|
7 889 |
|
| Non-current liabilities |
40 756 |
|
|
10 864 |
|
4 839 |
|
|
7 464 |
|
– |
|
|
– |
|
7 533 |
|
|
9 855 |
|
| Current liabilities |
906 443 |
|
|
555 011 |
|
143 343 |
|
|
129 494 |
|
223 619 |
|
|
239 335 |
|
1 973 |
|
|
1 555 |
|
| Trade and other payables |
515 788 |
|
|
368 146 |
|
143 062 |
|
|
129 090 |
|
1 279 |
|
|
897 |
|
1 973 |
|
|
1 311 |
|
| Other current liabilities |
390 655 |
|
|
186 865 |
|
281 |
|
|
404 |
|
222 340 |
|
|
238 438 |
|
– |
|
|
244 |
|
| |
895 839 |
|
|
790 352 |
|
260 742 |
|
|
365 191 |
|
138 059 |
|
|
154 765 |
|
19 789 |
|
|
19 299 |
|
| Effective percentage held |
58.18 |
|
|
58.18 |
|
47.56 |
|
|
47.56 |
|
50 |
|
|
50 |
|
37.5 |
|
|
37.5 |
|
| Net assets |
(51 360) |
|
|
224 477 |
|
112 560 |
|
|
228 233 |
|
(85 560) |
|
|
(84 570) |
|
10 283 |
|
|
7 889 |
|
| Company net assets |
(64 602) |
|
|
207 571 |
|
100 118 |
|
|
209 039 |
|
(85 560) |
|
|
(84 570) |
|
10 283 |
|
|
7 889 |
|
| Carrying value of purchase price allocations net of deferred taxation |
13 242 |
|
|
16 906 |
|
12 442 |
|
|
19 194 |
|
– |
|
|
– |
|
– |
|
|
– |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest in associate and joint ventures |
(33 787)2 |
|
|
123 6642 |
|
53 534 |
|
|
108 548 |
|
(42 780) |
|
|
(42 286) |
|
5 1425 |
|
|
3 9445 |
|
| Goodwill |
182 383 |
|
|
179 848 |
|
120 135 |
|
|
146 307 |
|
– |
|
|
– |
|
33 707 |
|
|
40 520 |
|
| Balance at the end of the year |
148 596 |
|
|
303 512 |
|
173 669 |
|
|
254 855 |
|
(42 780) |
|
|
(42 286) |
|
38 849 |
|
|
44 464 |
|
| Statement of comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revenue |
6 125 645 |
|
|
6 391 207 |
|
3 075 053 |
|
|
4 016 614 |
|
– |
|
|
– |
|
13 364 |
|
|
13 052 |
|
| Operating profit before depreciation, amortisation and impairment charges |
(155 773) |
|
|
5 061 |
|
(27 358) |
|
|
(70 042) |
|
(264) |
|
|
(645) |
|
4 970 |
|
|
1 583 |
|
| Depreciation and amortisation |
(36 114) |
|
|
(34 037) |
|
(52 516) |
|
|
(67 425) |
|
– |
|
|
– |
|
– |
|
|
– |
|
| Finance costs |
(17 780) |
|
|
(22 284) |
|
– |
|
|
– |
|
(10 555) |
|
|
(19 844) |
|
(816) |
|
|
(865) |
|
| Finance income |
4 194 |
|
|
5 491 |
|
1 859 |
|
|
1 927 |
|
– |
|
|
– |
|
– |
|
|
– |
|
| Net profit/(loss) before taxation |
(205 473) |
|
|
(45 769) |
|
(78 015) |
|
|
(135 540) |
|
(10 819) |
|
|
(20 489) |
|
4 154 |
|
|
718 |
|
| Taxation |
(493) |
|
|
(2 292) |
|
265 |
|
|
1 109 |
|
– |
|
|
– |
|
(125) |
|
|
(22) |
|
| Net profit/(loss) after taxation |
(205 966) |
|
|
(48 061) |
|
(77 750) |
|
|
(134 431) |
|
(10 819) |
|
|
(20 489) |
|
4 029 |
|
|
696 |
|
| Other comprehensive income/(loss) |
(21 713) |
|
|
25 932 |
|
(37 922) |
|
|
16 370 |
|
9 830 |
|
|
(16 470) |
|
(1 635) |
|
|
1 811 |
|
| Total comprehensive income/(loss) |
(227 679) |
|
|
(22 129) |
|
(115 672) |
|
|
(118 061) |
|
(989) |
|
|
(36 959) |
|
2 394 |
|
|
2 507 |
|
| Effective percentage held |
58.18 |
|
|
58.18 |
|
47.56 |
|
|
47.56 |
|
50 |
|
|
50 |
|
37.55 |
|
|
37.55 |
|
| Share of total comprehensive income |
(131 587)1 |
|
|
(16 940)3 |
|
(55 014) |
|
|
(55 696)4 |
|
(495) |
|
|
(18 479) |
|
1 197 |
|
|
1 254 |
|
| 1 |
2DFine Group consists of 2DFine Holdings Mauritius and 2DFine Investments Mauritius. |
| 2 |
The purchase price allocation arose when the 2DFine Group purchased its holding into OSI in June 2011. The Group therefore only accounts for its effective share of the carrying value of the purchase price allocations. The effective share is 17.21%. |
| 3 |
In the prior year, BLT increased its effective holding by 2.35% to 58.18%. |
| 4 |
During the prior year BLT increased its holding by 0.92% to 47.56% in BLM. |
| 5 |
Viamedia Proprietary Limited (75% owned by the Group) holds 50% of SupaPesa Africa Proprietary Limited. Therefore the Group
equity accounts for 50% of net assets. |
| * |
On 1 June 2016 Oxigen Services India was demerged into two separate entities. Refer to note 2.2. The results of these entities have been aggregated for purposes of reporting these associates while they were equity accounted for during the period 1 June 2016 to November 2016. |
The Group’s interests in its other associates, which are unlisted, are as follows:
| |
Country of incorporation |
Non-
current
assets
R’000 |
Current
assets
R’000 |
Non-
current
liabilities
R’000 |
Current
liabilities
R’000 |
Revenues
R’000 |
Net
profit/
(loss)
R’000 |
Total
compre-
hensive
profit/
(loss)
R’000 |
Effective
percentage
interest
held
% |
Carrying
value of
investment
R’000 |
| 2017 |
|
|
|
|
|
|
|
|
|
|
| Lornanox Proprietary Limited |
South Africa |
47 340 |
119 691 |
– |
189 870 |
248 105 |
(11 451) |
(11 451) |
40 |
66 073 |
| Utilities World Proprietary Limited |
South Africa |
52 |
8 043 |
– |
549 |
45 819 |
6 752 |
6 752 |
25.1 |
13 741 |
| Mpower Softcomm Private Limited |
India |
105 216 |
14 844 |
2 348 |
8 746 |
50 448 |
* |
* |
21.6 |
2 737 |
| 2016 |
|
|
|
|
|
|
|
|
|
|
| Lornanox Proprietary Limited |
South Africa |
40 464 |
111 732 |
– |
97 626 |
149 044 |
(11 389) |
(11 389) |
40 |
61 394 |
| Mpower Softcomm Private Limited |
India |
20 958 |
15 819 |
3 170 |
11 632 |
49 160 |
6 711 |
6 711 |
21.6 |
3 153 |
The Group’s interests in its other joint ventures, which are unlisted, are as follows:
| |
Country of
incorporation |
Non-
current
assets
R’000 |
Current
assets
R’000 |
Non-
current
liabilities
R’000 |
Current
liabilities
R’000 |
Revenues
R’000 |
Net
profit/
(loss)
R’000 |
Total
compre- hensive
profit/
(loss)
R’000 |
Effective
percentage
interest
held
% |
Carrying
value of
investment
R’000 |
| 2017 |
|
|
|
|
|
|
|
|
|
|
| Supa Pesa South Africa Proprietary Limited |
South Africa |
659 |
4 101 |
6 715 |
410 |
3 738 |
427 |
427 |
37.5 |
9 370 |
| Prepaid24 Proprietary Limited (previously Banosign Proprietary Limited) |
South Africa |
270 |
4 320 |
– |
10 380 |
13 974 |
(5 027) |
(5 027) |
50.1 |
8 132 |
| United Call Centre Solutions Proprietary Limited |
South Africa |
1 110 |
1 114 |
– |
3 693 |
4 040 |
(1 469) |
(1 469) |
50 |
1 591 |
| Datacision Proprietary Limited |
South Africa |
– |
13 493 |
26 |
724 |
8 823 |
910 |
910 |
40.5 |
1 674 |
| 2016 |
|
|
|
|
|
|
|
|
|
|
| Supa Pesa South Africa Proprietary Limited |
South Africa |
148 |
4 618 |
7 308 |
404 |
973 |
4 530 |
4 530 |
37.5 |
9 750 |
| Banosign Proprietary Limited |
South Africa |
118 |
5 356 |
1 638 |
4 600 |
2 414 |
(764) |
(764) |
50.1 |
1 254 |
| Datacision Proprietary Limited |
South Africa |
– |
15 654 |
37 |
3 784 |
10 858 |
1 520 |
1 520 |
40.5 |
1 220 |
* Less than R1 000.
Loans to associates and joint ventures
|
|
|
|
|
|
|
|
| |
Interest
rate |
|
2017
R’000 |
|
|
2016
R’000 |
|
| Oxigen Services India Private Limited |
LIBOR + 1.50% |
|
– |
|
|
38 359 |
|
| 2DFine Holdings Mauritius* |
10% |
|
– |
|
|
234 892 |
|
| Supa Pesa South Africa Proprietary Limited |
11% |
|
6 714 |
|
|
7 307 |
|
| United Call Centre Solutions Proprietary Limited |
0% |
|
1 591 |
|
|
– |
|
| Prepaid24 Proprietary Limited (previously Banosign Proprietary Limited) |
Prime |
|
5 033 |
|
|
– |
|
| Prepaid24 Proprietary Limited (previously Banosign Proprietary Limited) |
0% |
|
6 000 |
|
|
1 638 |
|
| |
|
|
19 338 |
|
|
282 196 |
|
* Refer to note 8 for details on the surety relating to this loan.
The loans are neither past due nor impaired with a low risk of default.
The loans to associates and joint ventures are repayable on demand.
The Group considers its maximum exposure in respect of these loans, without taking into account any collateral and
financial guarantees, to be as follows:
|
|
|
|
|
|
| |
2017
R’000 |
|
|
2016
R’000 |
|
| Group 1 |
1 591 |
|
|
– |
|
| Group 2 |
11 032 |
|
|
282 196 |
|
| Group 3 |
6 715 |
|
|
– |
|
| |
19 338 |
|
|
282 196 |
|
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.
Impairment of associates and joint ventures
There was no impairment of investment in associates and joint ventures. This was tested by comparing the recoverable amount
against the carrying value of the investment in associates and joint ventures.
The recoverable amount is the higher of fair value less cost of disposal and the value-in-use. These value-in-use calculations use cash
flow projections based on financial budgets approved by the Board of Directors for the forthcoming year and forecasts for up to five
years which are based on assumptions of the business, industry and economic growth. Cash flows beyond this period are
extrapolated using terminal growth rates, which do not exceed the expected long-term economic growth rate.
The key assumptions used for the value-in-use calculations are as follows:
|
|
|
|
|
|
|
|
| |
2017 |
|
|
2016 |
|
| |
Growth
rate
% |
Discount
rate
% |
|
|
Growth
rate
% |
Discount
rate
% |
|
| Oxigen Services India Private Limited |
* |
* |
|
|
5 |
35.00 |
|
| SupaPesa Africa Limited |
4 |
14.97 |
|
|
4 |
17.74 |
|
| Blue Label Mexico S.A. de C.V. |
3.5 |
15.52 |
|
|
3.5 |
16.44 |
|
* Refer to note 2.2.
The discount rates used are post-tax and reflect specific risks relating to the relevant associates and joint ventures. The growth rate is
used to extrapolate cash flows beyond the budget period. The growth rates were consistent with publicly available information
relating to long-term average growth rates for each of the markets in which the companies operate.
The inputs used when calculating the value-in-use would need to be increased/(decreased) by the following amounts before any
impairment would need to be recognised:
|
|
|
|
|
|
|
|
| |
2017 |
|
|
2016 |
|
| |
Growth
rate
% |
Discount
rate
% |
|
|
Growth
rate
% |
Discount
rate
% |
|
| SupaPesa Africa Limited |
(2.5) |
1.7 |
|
|
(3) |
2 |
|
For Blue Label Mexico S.A. de C.V., if one or more of the inputs were changed to a reasonable possible alternative, there would be
no impairments that would have to be recognised.
Based on these factors, as well as the impairment testing performed the Group has concluded that no impairment is indicated.
The Group has concluded that no impairment of its investment in Blue Label Mexico S.A. de C.V. (BLM) is required. The decline in
losses in BLM is primarily due to BLM becoming a multi-carrier distributor as opposed to historically being confined to one network.
This has created a more competitive environment amongst the networks to the benefit of BLM. The introduction of the distribution
of starter packs that generate monthly compounded annuity income is expected to gain momentum which will result in further
declines in losses going forward.
Shares in associates and joint ventures acquired during the current year
|
|
|
|
|
| |
|
Date acquired |
Effective
percentage |
|
| United Call Centre Solutions Proprietary Limited |
Joint venture |
19-Dec-16 |
50 |
|
| Oxigen Online Services India Private Limited |
Associate |
01-Jun-16 |
58.18 |
|
| Utilities World Proprietary Limited |
Associate |
01-Jun-16 |
25.1 |
|
On 1 June 2016 Oxigen Services India was demerged into two entities. The second entity, Oxigen Online, mirrored the shareholding
of Oxigen Services India. Refer to note 2.2.
Utilities World was acquired on 1 June 2016 for a payment of R7.5 million and a further contingent payment of R5 million. The
potential undiscounted amount of this contingent payment that the Group could be required to make under this arrangement is
between Rnil and R4.97 million.
The fair value of the contingent consideration arrangement of R4.5 million was estimated by applying the income approach. The fair
value estimates are based on a discount rate of 10.5%. Management has assumed a probability of 100%. In determining these
probabilities management has assessed the cash flow projections based on financial budgets approved by the Board of Directors for
the forthcoming year which are based on assumptions of the business, industry and economic growth.
Shares in associates and joint ventures acquired during the prior year
|
|
|
|
|
| |
|
Date acquired |
Effective
percentage |
|
| Banosign Proprietary Limited |
Joint venture |
01-Apr-16 |
50.1 |
|
| Oxigen Services India Private Limited |
Associate |
01-Mar-16 |
2.35 |
|
| Blue Label Mexico S.A. de C.V. |
Joint venture |
01-Sep-15 |
0.92 |
|
The Group’s effective shareholding in OSI prior to March 2016 was 55.83%. Of this shareholding, 37.22% was held by Gold Label
Investments (GLI), a wholly owned subsidiary of the Group and 18.61% indirectly through the Group’s 50% shareholding in
2DFine Holdings Mauritius. In March 2016, a rights issue was offered by OSI for USD10.5 million. The Group exercised its rights for
the entire amount through GLI congruent with 2DFine Holdings Mauritius waiving its rights. The effect of this is that GLI’s
shareholding has increased from 37.22% to 40.97% and its indirect shareholding of 18.61% has been diluted to 17.21%. The latter
has in turn resulted in a gain of R30 million on dilution, being the Group’s share of the increased net asset value emanating from the
rights issue. The Group’s effective shareholding in OSI therefore increased by 2.35% to 58.18%. The amount paid for this was
R159.4 million, the difference of R8.3 million relates to foreign exchange differences.
In September 2015 BLT increased its holding by 0.92% to 47.56% in BLM for an amount of R42.5 million.
Shares in associates disposed of during the prior year
|
|
|
|
|
| |
|
Date acquired |
Effective
percentage |
|
| Forensic Intelligence Data Solutions Proprietary Limited |
Associate |
01-Dec-15 |
20.25 |
|
The Group disposed of Forensic Intelligence Data Solutions Proprietary Limited for a nominal value.
BLT’s co-shareholder in BLM, Grupo Bimbo S.A.B DE C.V (“Bimbo”) has guaranteed the performance of BLM’s obligation to
Radiomovil Dipsa S.A. de C.V (trading as Telcel) (“Telcel”). BLT has in turn provided Bimbo with a back to back guarantee in terms
of which BLT shall reimburse Bimbo a percentage of any loss it incurs as a result of Telcel calling on the aforesaid guarantee, which
percentage it shall pro-rata to BLT’s shareholding in BLM (currently 47.56%). At year-end there is no amount due to Telcel by BLM.
There are no other contingent liabilities relating to the Group’s interest in joint ventures.
For details on related-party transactions, refer to note 8. |