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 | ||||||||
---|---|---|---|---|---|---|---|---|---|
2016 R'000 |
2015 R'000 |
2016 R'000 |
2015 R'000 |
||||||
22 | |||||||||
22.1 | Secured liabilities | ||||||||
900 000 | 900 000 | (a) | Secured by securitisation of trade debtors (refer to note 17). The first tranche of R250 million is repayable on 30 June 2017, and is charged a floating interest rate of 160 bps above three-month Jibar. The second tranche of R400 million is repayable 30 June 2018, and is charged a fixed interest rate of 9,28% (2015: 9.28%). The third tranche of R250 million is repayable on 30 June 2019, and is charged a floating interest rate of 220 bps above three-month Jibar. The funding is raised in the form of debentures issued to financial institutions and investment funds with specific redemption dates. | ||||||
31 790 | 36 247 | (b) | Secured by plant and equipment with a book value of R25,8 million (2015: R31,9 million). Repayable in monthly instalments. Payments due within the next year are R5,0 million (2015: R5,1 million). Variable interest rate portion: 8,5% - 10.5% (2015: 8,5% - 10,5%). Maturity: between July 2016 and March 2022. Fixed interest rate portion 9.0% and 10,5% (2015: 9,0% and 10,5%). | ||||||
931 790 | 936 247 | Total secured liabilities | |||||||
22.2 | Unsecured liabilities | ||||||||
30 386 | – | (a) | Credit financing agreements entered into with IBM Global Financing to fund the acquisition of certain software and consulting costs. Interest is charged at 3% with the final instalment due on 1 September 2017. | ||||||
– | 688 | (b) | Unsecured loan from Merchant West, interest is charged at 7,57% (2015: 6.96%), and is repayable in quarterly instalments with a final payment on 1 October 2015 |
||||||
7 188 | 1 938 | (c) | Bank overdraft Repayable on demand. The full outstanding amount is repayable within one year. Variable interest rate: 9,25% – 10,5% (2015: 9,0% - 9.25%) |
||||||
55 036 | 316 304 | (d) | Call loans Variable interest rate: 7,0% – 9,0% (2015: 6,75% – 7,8%) |
||||||
250 070 | – | (e) | Debentures issued to financial institutions and investment funds with fixed redemption date, interest is charged at Jibar plus 2.85% and is repayable on 1 October 2018. | ||||||
342 680 | 318 930 | Total unsecured liabilities | |||||||
1 274 470 | 1 255 177 | Total secured and unsecured liabilities | |||||||
Current portion transferred to current liabilities: | |||||||||
255 247 | 254 646 |
|
|||||||
87 768 | 318 930 |
|
|||||||
343 015 | 573 576 | Total current portion transferred to current liabilities | |||||||
931 455 | 681 601 | Total non-current interest-bearing borrowings | |||||||
1 274 470 | 1 255 177 | Total current and non-current interest-bearing loans and borrowings |
GROUP | COMPANY | |||||
---|---|---|---|---|---|---|
2016 R'000 |
2015 R'000 |
2016 R'000 |
2015 R'000 |
|||
23 | EMPLOYEE-RELATED OBLIGATIONS | |||||
23.1 | 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: | ||||||
7 901 | 6 976 | Active members | ||||
6.3% | 6.8% | Salary escalation ratio | ||||
8.9% | 7.8% | Discounting rate | ||||
65 | 65 | Normal retirement age | ||||
24 868 | 26 376 | Balance at the beginning of the year | ||||
5 690 | 9 198 | Amounts provided | ||||
(8 712) | (10 706) | Amounts utilised | ||||
21 846 | 24 868 | Total long-service bonus provision | ||||
Refer to note 33 for further detail on the long-service bonus provision. | ||||||
23.2 | 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. | ||||||
64 461 | 61 251 | Balance at the beginning of the year | ||||
13 054 | 10 413 | Amounts provided | ||||
(9 210) | (7 203) | Amounts utilised | ||||
68 305 | 64 461 | Total leave pay provision | ||||
23.3 | Total employee-related obligations | |||||
73 474 | 74 901 | Long-term portion | ||||
16 677 | 14 428 | Short-term portion transferred to current liabilities | ||||
90 151 | 89 329 | Total long-term and short-term employee-related obligations |
GROUP | COMPANY | |||||
---|---|---|---|---|---|---|
2016 R'000 |
2015 R'000 |
2016 R'000 |
2015 R'000 |
|||
27.4 Capital commitments | ||||||
191 498 | 146 225 | Capital expenditure authorised and contracted for | ||||
68 963 | 29 305 | Capital expenditure authorised but not contracted for | ||||
260 461 | 175 530 | Total capital commitments | ||||
Commitments will be spent within the next three to four years. The capital expenditure will be funded from Group funds. Included in the prior year capital expenditure authorised and contracted for is R150 million for the acquisition of Dairybelle. |
GROUP | COMPANY | ||||||
---|---|---|---|---|---|---|---|
2016 R'000 |
2015 R'000 |
2016 R'000 |
2015 R'000 |
||||
28 | 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 Namibia and Clover West Africa. During the year under review, the loan from Clover SA to Clover West Africa was written-off and a reversal of the prior year impairments on the loan to Clover Namibia of R3.8 million (2015: R5,5 million). 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. | |||||||
28.1 | 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 | 44 424 | 49 369 | |||||
Total fees earned by CIL for services rendered to Group Companies | 44 424 | 49 369 | |||||
(b) | Amounts due to CIL from Group Companies | ||||||
Clover SA – Subsidiary | 546 838 | 502 298 | |||||
Total amounts due to CIL from Group Companies | 546 838 | 502 298 | |||||
(c) | CIL received the following dividends during the year from Group Companies | ||||||
Clover SA – Subsidiary | 100 000 | 50 000 | |||||
Total dividends received by CIL from Group Companies | 100 000 | 50 000 | |||||
28.2 | With regard to business done with Non-Executive Directors or legal entities that are related to them, the following transactions took place: | ||||||
Milk purchased from the following Non-executive Directors or companies in which they are connected by Clover SA: | |||||||
104 643 | 118 495 | WI Büchner | |||||
44 632 | 42 870 | NA Smith | |||||
15 362 | 11 888 | PR Griffin | |||||
164 637 | 173 253 | Total milk purchased from Non-Executive Directors | |||||
Refer to note 32 for more information regarding compensation of Directors and key management personnel | |||||||
28.3 | Loans advanced to Directors and senior management outstanding | ||||||
Executive Director | |||||||
– | 13 019 | JH Vorster | – | 13 019 | |||
Other Executives | |||||||
2 612 | 2 625 | JHF Botes (Dr) | 2 612 | 2 625 | |||
2 612 | 15 644 | Total | 2 612 | 15 644 | |||
Refer to note 17 for more details around the terms of the loans. |
29 | 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. | |||
29.1 | 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 |
|||
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. |
|||
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. |
|||
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. |
|||
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 29.5. 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. |
|||
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. |
|||
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. |
|||
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. |
|||
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. |
|||
Additional credit is withheld from customers, excluding the major national chain stores, that have defaulted on their payments, until the situation has been resolved. |
|||
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 29.4 for detailed analysis of liquidity exposure. |
|||
The Group manages liquidity risk by monitoring actual and budgeted cash flows and ensuring that adequate borrowing facilities are maintained. |
|||
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. |
|||
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. |
|||
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% (2015: 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 20% (2015: 20,3%) will mature at year-end based on the carrying value of borrowings reflected in the financial statements. |
|||
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 | 2016 R'm |
2015 R'm |
|||
---|---|---|---|---|---|
Municipalities | 15.69 | 15.60 | |||
Other* | 18.59 | 0.42 | |||
34.28 | 16.02 |
*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 and interest rates will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return of risk. |
||||
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. | ||||
(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.
|
||||
The Group hedges amounts greater than R2 million (2015: 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 2016 | GROUP 2015 | ||||||
---|---|---|---|---|---|---|---|
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% | |||||
(25 035) | Loss on Pulas | (17 134) | |||||
160 | Profit on Naira | 5 066 | |||||
-10% | Rand – weakening | -10% | |||||
25 035 | Profit on Pulas | 17 134 | |||||
( 160) | Loss on Naira | (5 066) | |||||
(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 | |||||||
2016 R'000 |
2015 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 | ||||||
874 470 | Variable-rate instruments | 855 177 | ||||||
1 274 470 | 1 255 177 | |||||||
Interest rate sensitivity | ||||||||
An increase/decrease of 100 basis points (2015: 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 | ||||||||
(8 745) | Decrease in profit before tax | (8 552) | ||||||
Decrease of 100 basis points | ||||||||
8 745 | Increase in profit before tax | 8 552 | ||||||
(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% (2015: 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 | ||||||||
3 972 | Increase in profit before tax | 3 754 | ||||||
Decrease of 10 % in share price | ||||||||
(3 972) | Decrease in profit before tax | (3 754) | ||||||
(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% 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 | ||||||||
7 607 | Increase in other comprehensive income | – | ||||||
Decrease of 10% in diesel price | ||||||||
(7 607) | Decrease in other comprehensive income | – | ||||||
Diesel hedges sensitivity | ||||||||
An increase/decrease of 10% in the diesel 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. The analysis is performed on the same basis for the prior year. | ||||||||
Increase of 10% in diesel price | ||||||||
– | Increase in profit before tax | 21 344 | ||||||
Decrease of 10% in diesel price | ||||||||
– | Decrease in profit before tax | (21 344) | ||||||
(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 may be exercised by Clover any time after 30 June 2019. Refer to note 14 for more information regarding the call option. | ||||||||
Call option sensitivity | ||||||||
An increase/decrease of 10 percent 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 percent in terminal growth rate | ||||||||
780 | Increase in profit before tax | – | ||||||
Decrease of 10 percent in terminal growth rate | ||||||||
(780) | Decrease in profit before tax | – | ||||||
An increase/decrease of 10 percent 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 percent in discount rate | ||||||||
(1 358) | Decrease in profit before tax | – | ||||||
Decrease of 10 percent in the discount rate | ||||||||
2 000 | Increase in profit before tax | – | ||||||
Put option Clover Frankies | ||||||||
Clover granted Frankies the irrevocable right to sell Frankies' 49% of the issued share capital in Clover Frankies (“put shares”). The put option may be exercised by Frankies any time after 30 June 2019. Refer to note 14 for more information regarding the put option. The sensitivity analysis indicates that there is no effect on profit before tax when the terminal growth rate or discount rate is adjusted by 10% upwards or downwards | ||||||||
(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 percent 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 percent in terminal growth rate | ||||||||
1 526 | Increase in profit before tax | – | ||||||
Decrease of 10 percent in terminal growth rate | ||||||||
(560) | Decrease in profit before tax (limited to current option value) | – | ||||||
An increase/decrease of 10 percent 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 percent in discount rate | ||||||||
(560) | Decrease in profit before tax (limited to current option value) | – | ||||||
Decrease of 10 percent in the discount rate | ||||||||
2 806 | Increase in profit before tax | – | ||||||
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 14 for more information regarding the put option. 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. | ||||||||
Put option sensitivity | ||||||||
An increase/decrease of 10 percent 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 percent in discount rate | ||||||||
(689) | Decrease in profit before tax | – | ||||||
Decrease of 10 percent in the discount rate | ||||||||
– | Increase in profit before tax | – | ||||||
29.2 | 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 securisation programme. This programme came into effect during 2001. Senior debt raised by the programme currently amounts to R900 million (2015: R900 million). The securisation provides access to senior debt equal to 74,5% (2015: 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 12,9% (2015: 14,5%) of the debtors' book. In comparison the weighted average interest expense on interest-bearing borrowings was 9,72% (2015: 7,8%). | ||||||||
29.3 | Fair value | |||||||
The carrying amount of financial assets and liabilities are a reasonable approximation of fair value due to the short-term maturities of these financial instruments. | ||||||||
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 | ||||||||
---|---|---|---|---|---|---|---|---|
2015 | ||||||||
0 – 6 months R'000 |
6 – 12 months R'000 |
1 – 2 years R'000 |
2 – 5 years R'000 |
5 years R'000 |
Total R'000 |
|||
Financial liabilities | ||||||||
3 812 | 3 732 | 7 502 | 23 455 | 11 235 | 49 736 | Secured loans | ||
37 212 | 36 903 | 557 851 | 437 323 | – | 1 069 289 | Secured by securitisation of trade debtors | ||
317 008 | – | – | – | – | 317 008 | Unsecured loans | ||
– | 16 023 | – | – | – | 16 023 | Guarantees | ||
2 338 | – | – | – | – | 2 338 | Bank overdrafts | ||
598 | 2 118 | 2 670 | – | – | 5 386 | Financial liabilities | ||
1 284 506 | 45 878 | 10 730 | 10 730 | – | 1 351 844 | Trade and other payables | ||
1 645 474 | 104 654 | 578 753 | 471 508 | 11 235 | 2 811 624 | Total financial liabilities |
COMPANY | ||||||||
2016 | ||||||||
0 – 6 months R'000 |
6 – 12 months R'000 |
1 – 2 years R'000 |
2 – 5 years R'000 |
5 years R'000 |
Total R'000 |
|||
The maturity profile of the financial instruments is summarised as follows for the Company: | ||||||||
Financial liabilities | ||||||||
– | – | – | 256 352 | – | 256 352 | Unsecured loans | ||
10 092 | – | – | – | – | 10 092 | Trade and other payables | ||
10 092 | – | – | 256 352 | – | 266 444 | Total financial liabilities |
COMPANY | ||||||||
---|---|---|---|---|---|---|---|---|
2015 | ||||||||
0 – 6 months R'000 |
6 – 12 months R'000 |
1 – 2 years R'000 |
2 – 5 years R'000 |
5 years R'000 |
Total R'000 |
|||
Financial liabilities | ||||||||
– | – | – | – | – | – | Unsecured loans | ||
10 073 | – | – | – | – | 10 073 | Trade and other payables | ||
10 073 | – | – | – | – | 10 073 | Total financial liabilities |
Effective interest in capital | Gross Investment in subsidiaries and joint ventures1 | Profit/(loss) after taxation3 | |||||||
---|---|---|---|---|---|---|---|---|---|
Subsidiary and joint venture Name of company | Name of incorporation | Nature of business | 2016 % |
2015 % |
2016 R'000 |
2015 R'000 |
2016 R'000 |
2015 R'000 |
|
Clover SA2 | South Africa | Dairy manufacturing, distribution, sales | 100 | 100 | 327 183 | 334 818 | 299 074 | 282 443 | |
Real Beverage Company | South Africa | Manufacturing and sales of fruit juices | 100 | 100 | 444 958 | 361 458 | (14 389) | (3 231) | |
Clover Botswana | Botswana | Dairy manufacturing, distribution, sales | 100 | 100 | 23 111 | 23 111 | 75 492 | 39 488 | |
Clover MilkyWay | South Africa | Dairy manufacturing and sales | 100 | 100 | 50 050 | 50 050 | (8 861) | 615 | |
Clover Swaziland | Swaziland | Distribution and sales of dairy products in Swaziland | 100 | 100 | 1 | 1 | (1 208) | 561 | |
Lactolab | South Africa | Testing of dairy products | 100 | 100 | 5 500 | 5 500 | 716 | 1 317 | |
Clover Fonterra# | South Africa | Marketing, selling and distribution of dairy and related ingredient products | 51 | 51 | 31 651 | 31 878 | 14 015 | 11 192 | |
Clover Frankies | South Africa | Marketing, sales, distribution and production of CSD's | 51 | – | 10 928 | – | 518 | – | |
Clover Good Hope | South Africa | Manufactures, distributes, sells and markets a range of soy based milk alternatives | 51 | – | 7 068 | – | 1 380 | – | |
Clover West Africa4 | Nigeria | Marketing of non-alcoholic beverage products | 100 | 100 | 468 | 468 | 71 273 | (8 139) | |
Clover Namibia | Namibia | Distribution and sales of dairy products in Namibia | 100 | 100 | * | * | 5 167 | 5 641 | |
Clover Waters | South Africa | Marketing, sales, distribution and production of water and iced tea | 70 | 70 | 76 669 | 69 392 | (1 935) | (15 939) | |
Clover Futurelife$ | South Africa | Manufactures, distributes, sells and markets a range of functional food products | 50 | 50 | * | (253) | 253 | (253) |
# | Joint venture. |
* | Amounts less than R1 000. |
$ | The company has not yet commenced trading. |
1 | Held by Clover SA. |
2 | Held by CIL. |
3 | Before inter company eliminations. |
4 | Included in the profit is the write-off of the loan received from Clover SA of R61.1 million. However this amount was eliminated at Group level. |
GROUP | COMPANY | ||||||||
---|---|---|---|---|---|---|---|---|---|
2016 R'000 |
2015 R'000 |
2016 R'000 |
2015 R'000 |
||||||
Clover Frankies | |||||||||
Subsidiary's statement of financial position | |||||||||
9 265 | Current assets including cash and cash equivalents of R1,6 million and inventory R4,3 million | ||||||||
12 233 | Non-current assets including property, plant and equipment of R0,36 million and intangibles R11,8 million | ||||||||
(597) | Non-current liabilities including deferred tax R0,6 million | ||||||||
(6 925) | Current liabilities including trade and other payables of R6,9 million | ||||||||
( 13 976) | Equity (Net asset value) | ||||||||
51% | Portion of the Group's ownership | ||||||||
7 128 | Net asset value of the investment | ||||||||
Subsidiary's revenue and profit | |||||||||
20 568 | Revenue | ||||||||
(9 864) | Cost of sales | ||||||||
(8 976) | Sales, marketing, distribution and administrative expenses | ||||||||
(262) | Net finance cost | ||||||||
1 466 | Profit before taxation | ||||||||
(450) | Income tax expense | ||||||||
1 016 | Profit for the year | ||||||||
51% | Portion of the Group's ownership | ||||||||
518 | Group's share of profit for the year | ||||||||
– | Dividend received |
GROUP | COMPANY | ||||||||
---|---|---|---|---|---|---|---|---|---|
2016 R'000 |
2015 R'000 |
2016 R'000 |
2015 R'000 |
||||||
Clover Good Hope | |||||||||
Subsidiary's statement of financial position | |||||||||
27 302 | Current assets including cash and cash equivalents of R3,6 million and inventory R8,7 million | ||||||||
7 329 | Non-current assets including property, plant and equipment of Rnil million and intangibles R7,3 million | ||||||||
(657) | Non-current liabilities including deferred tax R0,6 million | ||||||||
(26 265) | Current liabilities including trade and other payables of R26 million | ||||||||
( 7 709) | Equity (Net asset value) | ||||||||
51% | Portion of the Group's ownership | ||||||||
3 932 | Net asset value of the investment | ||||||||
Subsidiary's revenue and profit | |||||||||
16 206 | Revenue | ||||||||
(13 480) | Cost of sales | ||||||||
(1 293) | Sales, marketing, distribution and administrative expenses | ||||||||
1 721 | Other operating income | ||||||||
(65) | Net finance cost | ||||||||
3 089 | Profit before taxation | ||||||||
(383) | Income tax expense | ||||||||
2 706 | Profit for the year | ||||||||
51% | Portion of the Group's ownership | ||||||||
1 380 | Group's share of profit for the year | ||||||||
– | Dividend received |
GROUP | COMPANY | ||||||||
---|---|---|---|---|---|---|---|---|---|
2016 R'000 |
2015 R'000 |
2016 R'000 |
2015 R'000 |
||||||
Clover Waters | |||||||||
Subsidiary's statement of financial position | |||||||||
58 049 | 83 513 | Current assets including cash and cash equivalents Rnil (2015: Rnil) and inventory R27,95 million (2015: R28,3 million) | |||||||
132 674 | 89 149 | Non-current assets including property, plant and equipment R97,8 million (2015: R52,8 million) | |||||||
(9 866) | (5 887) | Non-current liabilities including deferred tax R2,7 million (2015: R3,9 million) | |||||||
(138 729) | (121 882) | Current liabilities including trade and other payables of R138,2 million (2015: R121,4 million) | |||||||
( 42 128) | ( 44 893) | Equity (Net asset value) | |||||||
70% | 70% | Portion of the Group's ownership | |||||||
29 490 | 31 425 | Net asset value of the investment | |||||||
Subsidiary's revenue and profit | |||||||||
306 672 | 255 730 | Revenue | |||||||
(195 972) | (174 730) | Cost of sales | |||||||
(87 740) | (85 231) | Sales, marketing, distribution and administrative expenses | |||||||
(21 011) | (14 578) | Other operating expenses | |||||||
(5 992) | (3 500) | Net finance cost | |||||||
(4 043) | (22 309) | Loss before taxation | |||||||
1 279 | 6 370 | Income tax | |||||||
(2 764) | (15 939) | Loss for the year | |||||||
70% | 70% | Portion of the Group's ownership | |||||||
(1 935) | (11 157) | Group's share of loss for the year | |||||||
– | – | Dividend received |
Refer to note 4 for the joint ventures namely Clover Fonterra Ingredients and Clover Futurelife.