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Abridged Results, Notice of AGM and Distribution
PBT Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1936/008278/06)
JSE Share code: PBG ISIN: ZAE000256319
("PBT Group" or “the Company”)
SHORT FORM ANNOUNCEMENT
ABRIDGED CONSOLIDATED AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR
ENDED 31 MARCH 2020 “(ABRIDGED RESULTS”)
DISTRIBUTION OF INTEGRATED ANNUAL REPORT (“INTEGRATED REPORT”) AND SHAREHOLDER
BOOKLET
NOTICE OF ANNUAL GENERAL MEETING (“AGM”)
B-BBEE ANNUAL COMPLIANCE REPORT
DISTRIBUTION DECLARATION
INTRODUCTION
PBT Group provides data and analytics solutions and services that capitalise on data-driven insights, to make well-
timed, intuitive business decisions that consistently position our clients ahead of the curve.
PBT Group takes ownership of clients’ challenges – transforming their data into tangible assets that greatly assist in
streamlining operations as well as their predictive and analytical capabilities.
Technological integration is a key enabler in providing clients with custom-made solutions or services in support of
their organisational objectives. As a technology agnostic data specialist organisation, PBT Group is best positioned
to optimise clients’ operations without allowing product or technology to limit their options.
HIGHLIGHTS
- Solid organic revenue growth as a result of continued demand for our services.
- Accelerated growth in Europe and United Kingdom.
- Excellent cash conversion of earnings mainly due to improved working capital management.
- Revenue from continuing operations increased by 14.3% to R672.5 million (2019: R588.4 million).
- Gross profit margin broadly consistent at 24.9% (2019: 25.1%).
- Operating profit increased by 35.3% to R65.1 million (2019: R48.1 million).
- Cash generated from operations of R102.1 million (2019: R36.5 million).
- Profit before tax increased by 30.0% to R66.0 million (2019: R50.7 million).
- Strong Statement of financial position with no long-term liabilities, apart from the IFRS 16 Leases liability.
- Cash and cash equivalents of R66.2 million (2019: R31.0 million).
- Earnings per share from continuing operations increased by 70.6% to 30.65 cents per share (2019: 17.97
cents per share).
- Headline earnings per share from continuing operations increased by 69.4% to 30.79 cents per share (2019:
18.18 cents per share).
- Interim capital reduction distribution of 12 cents per share and a final distribution of 11 cents per share
declared for a total distribution of 23 cents per share for the financial year.
- 5 384 214 shares repurchased at 215 cents per share on 23 March 2020 by way of a successful Tender
Offer.
AUDITORS: UNMODIFIED AUDIT OPINION
The consolidated annual financial statements of PBT Group for the year ended 31 March 2020 have been audited
by BDO South Africa Inc. The following is an extract of the Key Audit Matters as presented in the Independent
Auditor’s Report.
Valuation of Goodwill (Consolidated financial statements)
Description Audit response
At 31 March 2020, goodwill comprises 35% of total Our audit procedures focused on evaluating and
assets as per the statement of financial position. challenging the key assumptions used by
management in conducting the impairment review.
In terms of IAS 36 Impairment of Assets,
management is required to annually test goodwill These procedures included, amongst others:
for impairment.
- Assessing the design and implementation of key
We have determined this is a key audit matter due controls in the goodwill impairment process
to performed by management.
the judgement required by board in preparing a
- Reviewing and assessing the model used for
'value-in-use' model to satisfy the impairment test.
compliance with IAS 36 Impairment of Assets
Forecasting future cash flows and applying an
appropriate discount rate, inherently involves a - Verifying the mathematical accuracy and
high degree of estimation, uncertainty and methodology appropriateness of the underlying
judgement applied by management. model calculations.
- Involving our internal valuation specialist to assess
Management is aware of the uncertainty regarding the reasonability of the inputs by comparing the key
future cash flows as a result of COVID-19. growth rate assumptions to historical results,
Therefore, management based its cash flow economic and industry forecasts, and assessing the
projections on historical information as well as the discount rate by reference to the cost of capital of
possible effect that COVID-19 will have on the the Group.
profitability of the company within the next 12 - Comparing actual results to the 2020 financial year
months. forecast included in the prior year to assess the
accuracy of management’s forecasting capabilities.
- Past forecasts were compared to current forecasts
to further assess management’s forecasting
capabilities.
- Performing sensitivity analysis to assess the effect
of reasonably possible changes in key assumptions.
We also focused on the adequacy and completeness of
the disclosure in the financial statements in terms of IAS
36 Impairment of Assets.
BDO South Africa Inc expressed an unmodified audit opinion on the consolidated annual financial statements. Full
details of the auditor’s opinion can be found in the Independent Auditor’s Report presented in the full Abridged Results
announcement. (please see link below).
INTEGRATED ANNUAL REPORT AND DISTRIBUTION OF SHAREHOLDER BOOKLET
Shareholders of the Company are hereby advised that the Company’s Abridged Results and Integrated Report,
incorporating the consolidated audited annual financial statements of the Company for the year ended 31 March
2020 were published and made available on the websites of the JSE Limited and the Company and that a
Shareholder Booklet containing the Notice of AGM was distributed to shareholders today, 17 July 2020.
NOTICE OF AGM
Notice is hereby given that the AGM of the shareholders of PBT Group will be held entirely by electronic
communication, on 21 August 2020 at 10:00, to transact the business as set out in the Notice of AGM contained in
the Shareholder Booklet which was distributed to shareholders today, 17 July 2020.
The date on which shareholders must be recorded as such in the share register of the Company to be eligible to vote
at the AGM is Friday 14 August 2020, with the last day to trade being Tuesday, 11 August 2020.
B-BBEE ANNUAL COMPLIANCE REPORT
In accordance with paragraph 16.21 (g) and Appendix 1 to Section 11 of the JSE Limited Listings Requirements,
notice is hereby given that the Company´s annual compliance report in terms of section 13G(2) of the B-BBEE Act,
as submitted to the Broad Based Black Economic Empowerment Commission, is available on PBT’s website at
https://www.pbtgroup.co.za/corporate-governance/
DISTRIBUTION DECLARATION
The Company’s distribution policy is to consider an interim and a final distribution in respect of each financial year.
At its discretion, the Board of Directors may consider a special dividend, where appropriate. Depending on the
perceived need to retain funds for expansion or operating purposes, the Board of Directors may also elect not to pay
distributions.
On Friday, 3 July 2020, the Board of Directors resolved to declare a final distribution of 11c per PBT ordinary share
for the year ended 31 March 2020. The total distribution will equate to R11.3 million. Each shareholder will be able
to elect to receive the distribution as either a dividend as defined by the Income Tax Act 58 of 1962 or as a capital
reduction distribution in respect of all or a part of their PBT shareholding. If no election is made, the default option
will be that a dividend will be paid to such shareholders. An election form (for use by certificated shareholders) is
included with the Shareholder Booklet including the Notice of Annual General Meeting of PBT Group, containing
details of the distribution, which was distributed to shareholders today.
The implications of the elections above are as follows:
• A gross dividend of 11c per PBT ordinary share from income reserves will be subject to dividend withholding tax
at a rate of 20%. Consequently, a net final dividend of 8.8c per share will be distributed to those shareholders
who are not exempt from paying dividend tax. In terms of dividend tax legislation, the dividend tax amount due
will be withheld and paid over to the South African Revenue Services by a nominee company, stockbroker or
Central Securities Depository Participant (“CSDP”) (collectively ‘regulated intermediary’) on behalf of the
shareholders. However, all shareholders choosing this option should declare their status to their regulated
intermediary, as they may qualify for a reduced dividend tax rate or exemption.
• A capital reduction distribution of 11c per PBT ordinary share is not subject to dividend withholding tax as the
distribution is paid out of capital reserves. As the distribution will be regarded as a return of capital and may
therefore have potential capital gains tax consequences, shareholders are advised to consult their tax advisers
regarding the impact of the distribution.
As at the date of declaration of the distribution there were 102 288 545 PBT ordinary shares in issue. The company’s
income tax reference number is 9725148713.
In compliance with the Companies Act the Directors confirm and have resolved that the Company will satisfy the
solvency and liquidity test immediately after the payment of the distribution.
In accordance with the provisions of Strate Proprietary Limited, the electronic settlement and custody system used
by the JSE Limited, the relevant dates for the distribution are as follows:
Election period opens Friday, 17 July 2020
Last day to trade ‘cum distribution’ Tuesday, 4 August 2020
First trading day ‘ex distribution’ Wednesday, 5 August 2020
Record date Friday, 7 August 2020
Dividend / election period closes by 12:00 on Friday, 7 August 2020
Payment date Tuesday, 11 August 2020
No share certificates may be dematerialised or rematerialised between Wednesday, 5 August 2020, and Friday, 7
August 2020, both days inclusive. Only the shareholders recorded in the Company’s share register as at record date
are entitled to receive the distribution declared.
Payments for certificated shareholders will be transferred electronically to their bank accounts on the payment date.
Shareholders who hold dematerialised shares will have their accounts at their CSDP or stockbroker credited on
Tuesday, 11 August 2020.
This short-form announcement is the responsibility of the Directors of the Company. These are extracts from the
consolidated audited annual financial statements for the year ended 31 March 2020 and is therefore a summary of
the information in the Abridged Results announcement and does not contain full or complete details of the financial
results.
Any investment decision by investors and/or shareholders should be based on consideration of the full Abridged
Results announcement as a whole, the Integrated Report and Shareholder Booklet. Shareholders are encouraged
to review these documents which are available on the following websites:
Integrated Report:
Company’s website: https://www.pbtgroup.co.za/shareholder-information/
JSE website: https://senspdf.jse.co.za/documents/2020/JSE/ISSE/PBGE/IAR2020.pdf
Abridged Results:
Company’s website: https://www.pbtgroup.co.za/shareholder-information/
JSE website: https://senspdf.jse.co.za/documents/2020/JSE/ISSE/PBGE/ABR2020.pdf
Electronic copies of these documents can also be requested from the Company Secretary at no charge via e-mail at
the following address: anastassia.sousa@pbtgroup.co.za.
By order of the board:
Tony Taylor Elizna Read
Non-Executive Chairman Chief Executive Officer
17 July 2020
Cape Town
Sponsor
Sasfin Capital (a member of the Sasfin Group)
Date: 17-07-2020 08:00:00
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