|
The Group holds the following investments in and loans to associates and joint ventures:
|
|
| Cost and share
of reserves |
Loans |
Investments
and loans |
|
| 2021
R'000 |
2020
R'000 |
2021
R'000 |
2020
R'000 |
2021
R'000 |
2020
R'000 |
| Blue Label Mexico S.A. de C.V. |
| – |
138 234 |
– |
– |
– |
138 234 |
| Other associates |
| 39 813 |
34 103 |
13 438 |
7 609 |
53 251 |
41 712 |
| Other joint ventures |
| 15 789 |
25 118 |
9 325 |
1 879 |
25 114 |
26 997 |
|
|
| 55 602 |
197 455 |
22 763 |
9 488 |
78 365 |
206 943 |
| Disclosed as: |
|
|
|
|
|
| |
| – Non-current assets |
| 55 602 |
197 455 |
7 394 |
– |
62 996 |
197 455 |
| – Current assets |
| – |
– |
15 369 |
9 488 |
15 369 |
9 488 |
Loans to associates and joint ventures
|
| |
| Total loans |
Current |
Non-current |
|
| Interest
rate |
2021
R'000 |
2020
R'000 |
2021
R'000 |
2020
R'000 |
2021
R'000 |
2020
R'000 |
| I Talk Holdings Proprietary Limited |
0% |
| 9 328 |
1 879 |
1 934 |
1 879 |
7 394 |
– |
| T3 Telecoms SA Proprietary Limited |
0% |
| 13 435 |
7 609 |
13 435 |
7 609 |
– |
– |
|
|
|
| 22 763 |
9 488 |
15 369 |
9 488 |
7 394 |
– |
The loans as at 31 May 2021 are neither past due nor impaired with a low risk of default. The carrying amount of the loans approximates their fair value.
The current portion of the loans to I Talk Holdings and T3 Telecoms SA are repayable on demand. The non-current loan to I Talk Holdings is repayable in 24 months.
| Company
| |
Joint venture
Blue Label
Mexico S.A. de C.V. |
Associate |
Other associates* |
Other joint ventures* |
Total |
|
|
| |
Distributor of
terminals to
vend e-tokens of value
Mexico |
Cell C Limited |
|
|
|
|
|
|
|
Principal activity
Country of incorporation
| |
Network provider
South Africa |
|
|
|
|
|
|
|
|
| |
2021
R'000 |
2020
R'000 |
2021
R'000 |
2020
R'000 |
2021
R'000 |
2020
R'000 |
2021
R'000 |
2020
R'000 |
2021
R'000 |
2020
R'000 |
|
| Cost and share of reserves at the beginning of the year |
| 138 234 |
136 460 |
– |
– |
34 103 |
31 325 |
25 118 |
24 797 |
197 455 |
192 582 |
|
| Acquisition of associates and joint ventures |
| – |
– |
– |
– |
5 500 |
– |
– |
– |
5 500 |
– |
|
| Share of (losses)/profits from associates and joint ventures |
| (6 554) |
(5 806) |
– |
– |
2 844 |
1 582 |
6 661 |
19 224 |
2 951 |
15 000 |
|
| Share of results after tax |
| (6 554) |
(4 087) |
– |
– |
3 998 |
2 720 |
6 661 |
19 224 |
4 105 |
17 857 |
|
| Amortisation of intangible assets |
| – |
(2 387) |
– |
– |
(1 602) |
(1 580) |
– |
– |
(1 602) |
(3 967) |
|
| Deferred tax on intangible assets amortisation |
| – |
668 |
– |
– |
448 |
442 |
– |
– |
448 |
1 110 |
|
| Foreign currency translation reserve |
| (6 191) |
7 580 |
– |
– |
(2 634) |
2 041 |
– |
1 177 |
(8 825) |
10 798 |
|
| Dividends received |
| – |
– |
– |
– |
– |
– |
(14 000) |
(6 100) |
(14 000) |
(6 100) |
|
| Disposed of |
| (125 489) |
– |
– |
– |
– |
(845) |
(1 990) |
(13 980) |
(127 479) |
(14 825) |
|
| Cost and share of reserves at the end of the year |
| – |
138 234 |
– |
– |
39 813 |
34 103 |
15 789 |
25 118 |
55 602 |
197 455 |
|
| Loans to associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
| |
| Loans at the beginning of the year |
| – |
– |
– |
– |
7 609 |
3 635 |
1 879 |
22 625 |
9 488 |
26 260 |
|
| Loans granted to associates and joint ventures |
| – |
– |
– |
– |
28 046 |
5 369 |
24 213 |
– |
52 259 |
5 369 |
|
| Loans repaid by associates and joint ventures |
| – |
– |
– |
– |
(19 413) |
– |
(19 791) |
(17 311) |
(39 204) |
(17 311) |
|
| Impairment of loans** |
| – |
– |
– |
– |
(2 804) |
(10 570) |
3 024 |
(40 058) |
220 |
(50 628) |
|
| Disposed of |
| – |
– |
– |
– |
– |
– |
– |
(5 765) |
– |
(5 765) |
|
| Unrealised foreign exchange profit on loans to associates and joint ventures |
| – |
– |
– |
– |
– |
9 175 |
– |
42 388 |
– |
51 563 |
|
| Loans at the end of the year |
| – |
– |
– |
– |
13 438 |
7 609 |
9 325 |
1 879 |
22 763 |
9 488 |
|
| Closing net book value |
| – |
138 234 |
– |
– |
53 251 |
41 712 |
25 114 |
26 997 |
78 365 |
206 943 |
|
| |
| |
|
|
|
|
|
|
|
|
|
|
| Share of (losses)/profits from associates and joint ventures |
| (6 554) |
(5 806) |
– |
– |
2 844 |
1 582 |
6 661 |
19 224 |
2 951 |
15 000 |
|
| – From continuing operations |
| (6 554) |
(5 806) |
– |
– |
2 844 |
1 582 |
6 661 |
20 822 |
2 951 |
16 598 |
|
| – From discontinuing operations |
| – |
– |
– |
– |
– |
– |
– |
(1 598) |
– |
(1 598) |
|
| |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| * |
The Group also has interests in a number of individually immaterial associates and joint ventures that are accounted for using the equity method which are aggregated under "Other associates" and "Other joint ventures". |
| ** |
The impairments on loans in the prior year arise mainly on the foreign exchange gains on loans that are fully provided for. |
Company
Principal activity
Country of incorporation
Financial year-end*
| |
Associate
Cell C Limited
Mobile network
South Africa
31 December |
|
| |
31 May
2021
R'000 |
31 May
2020
R'000 |
| Statement of financial position |
|
| |
| Non-current assets |
| 13 565 997 |
10 674 432 |
| Current assets |
| 6 228 984 |
4 966 723 |
|
|
| 19 794 981 |
15 641 155 |
| Total equity |
| (5 559 338) |
(8 012 705) |
| Non-current liabilities |
| 5 800 315 |
4 844 963 |
| Current liabilities |
| 19 554 004 |
18 808 897 |
| |
| 19 794 981 |
15 641 155 |
| Effective percentage held |
| 45 |
45 |
| Net assets |
| (5 559 338) |
(8 012 705) |
| Company net assets |
| (12 859 268) |
(15 312 635) |
| Carrying value of purchase price allocations net of deferred taxation |
| 7 299 930 |
7 299 930 |
|
| |
|
| Interest in associate and joint ventures |
| (2 501 702) |
(3 605 717) |
| Goodwill |
| 1 317 776 |
1 317 776 |
| Accumulated impairment |
| (2 521 152) |
(2 521 152) |
| Accumulated losses not guaranteed |
| 3 705 078 |
4 809 093 |
| Balance at the end of the year |
| – |
– |
| Financial year* |
| 1 June
2020 to
31 May
2021 |
1 June
2019 to
31 May
2020 |
| Statement of comprehensive income for the year ended |
|
| |
| Revenue |
| 13 954 861 |
14 593 152 |
| Net profit/(loss) before taxation |
| 2 363 748 |
(10 686 875) |
| Taxation |
| 89 619 |
– |
| Net profit/(loss) after taxation |
| 2 453 367 |
(10 686 875) |
| Other comprehensive income/(loss) |
| – |
– |
| (Profits not recognised)/losses not guaranteed** |
| (2 453 367) |
10 686 875 |
| Total comprehensive (loss)/income |
| – |
– |
| Effective percentage held |
| 45 |
45 |
| Share of total comprehensive (loss)/income |
| – |
– |
| * |
Where the financial year differs from the Group's year-end of 31 May, special purpose accounts are prepared to coincide with the Group's reporting period. These special purpose accounts are adjusted for the Group's equity-accounted adjustments. |
| ** |
The Group will resume recognising its share of the profits only after its share of the profits equals the share of accumulated losses not recognised. |
Impairment of associates and joint ventures
The following investments were tested for impairment in line with IAS 36, by comparing the recoverable amount against the carrying value of the investments.
The recoverable amount is the higher of fair value less cost of disposal and the value-in-use. The value-in-use calculation applies 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.
Cell C Limited
The key assumptions used for the value-in-use calculations of Cell C Limited are as follows:
|
|
| 2021 |
2020 |
|
| Average
EBITDA
margin
% |
Terminal
growth rate
% |
Discount
rate
% |
Average
EBITDA
margin
% |
Terminal
growth rate
% |
Discount
rate
% |
| Cell C Limited |
| 19.9 |
4.0 |
18.8 |
22.6 |
4.0 |
19.6 |
An independent third-party valuation specialist was appointed to determine the value of Cell C based on cash flow projections incorporated in the five-year Cell C business plan. Assumptions relating to the business, the industry and economic growth were applied. Cash flows beyond this point were then extrapolated, applying terminal growth rates that did not exceed the expected long-term economic growth rate for the markets in which Cell C operates. The discount rates used are pre-tax and reflect specific risks related to Cell C. The valuation does not take into account the effects of any planned future restructuring or recapitalisation.
The Prepaid Company's equity share of the value as at 31 May 2021 remained at Rnil, however there was an overall positive impact on value compared to the prior year attributable to the following:
(a) A decrease in interest-bearing borrowings due to favourable exchange rate fluctuations.
(b) A slight decrease in the WACC.
(c) A slightly quicker utilisation of the assessed tax loss.
The above positives to value were offset to some extent by a decrease in the EBITDA margin and increases in both net working capital requirements and capital expenditure, which had the effect of reducing the forecast cash flows.
The Group's remaining exposure to Cell C is as follows:
|
| |
2021
R'000 |
2020
R'000 |
| Concentration of credit risk: |
|
| |
| Trade receivables |
| 1 677 193 |
1 266 899 |
| Payables due to Cell C: |
|
| |
| Trade payables |
| (456 902) |
(488 917) |
| Financial liabilities at fair value through profit or loss |
| – |
(350 410) |
Financial guarantee in respect of Cell C's facility
On 2 August 2018, Cell C procured R1.4 billion of funding from a consortium of financial institutions for a tenure of 12 months, secured by airtime to the value of R1.75 billion. In the event of default, The Prepaid Company could have been required by the consortium to purchase such inventory from the consortium on a piecemeal basis over a specified period that has been agreed upon. These purchases would be made in lieu of purchases that would have been made from Cell C within that period.
An extension was concluded on 31 May 2020 with an agreed quantum of airtime purchases required to be made by The Prepaid Company on a monthly basis. This would have resulted in the Cell C facility reducing to nil by 31 March 2021. However, as at 31 May 2021, the above funding had declined to R182 million (May 2020: R959 million) as a result of The Prepaid Company purchasing from the security airtime. This outstanding balance will be paid by way of The Prepaid Company purchasing approximately R35 million per month from the security airtime, commencing June 2021.
It is the intention of The Prepaid Company to accelerate payments to the banking consortium in order to distribute the vault stock in full if there is risk/indication that Cell C will not be able to meet its obligations to the banking consortium. The fair value of the financial guarantee issued in respect of Cell C's facility was valued to be insignificant taking into account the inventory held as collateral.
Management has performed detailed assessments considering seasonality of trading and has determined that, based on current inventory holdings and anticipated sales cycles, should circumstances dictate the need to purchase the above mentioned inventory from the consortium, acceleration of such payments could result in the debt being expunged within two and a half months through its trading capabilities in the ordinary course of business at normal operating margins.
Disposals
|
| |
Date
disposed |
Effective
percentage |
| Blue Label Mexico S.A. de C.V. |
Joint venture |
21 September 2020 |
47.56% |
| Prepaid24 Proprietary Limited |
Joint venture |
31 October 2020 |
50.1% |
On 21 September 2020, the Group disposed of its 47.56% shareholding In Blue Label Mexico for R190.6 million to its co-shareholder, Grupo Bimbo S.A.B de C.V. The profit on disposal of R65.1 million is included in other income. In line with Mexican taxation legislation, taxation of R38.1 million was payable on the proceeds of the disposal thereby reducing the profit on disposal to R27 million. The foreign currency translation reserve recycled to other income on disposal of Blue Label Mexico amounted to R52.5 million.
On 31 October 2020, the Group disposed of Prepaid24 Proprietary Limited for no value. The loss of R1.9 million is included in other expenses.
Contingent liabilities
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.
|