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VUNANI LIMITED - Distribution of Integrated Annual Report, Change Statement and Notice of Annual General Meeting

Release Date: 10/09/2020 14:00
Code(s): VUN     PDF:  
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Distribution of Integrated Annual Report, Change Statement and Notice of Annual General Meeting

VUNANI LIMITED
(Incorporated in the Republic of South Africa) (Registration number 1997/020641/06)
JSE code: VUN
ISIN: ZAE000163382
(“Vunani” or “the company”)


DISTRIBUTION OF INTEGRATED ANNUAL REPORT, CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING


Shareholders are advised that the company’s integrated annual report including the audited annual financial statements for the year ended 29 February 2020 has been
published and is available on the Company’s website: https://www.vunanilimited.co.za/investor-relations/integrated-reports/, and contains modifications to the reviewed results
which were announced on SENS on 30 June 2020. The annual financial statements were audited by the Company’s auditors, KPMG Inc. and their unmodified report which
includes Key Audit Matters, is included in the integrated annual report and also available for inspection on the company’s website.


The change statement highlights the changes between the audited annual financial statements and the reviewed results published on 30 June 2020. There was no impact on
the statement of cash flows. The impact of the change on the financial results is detailed below:


The consolidated statement of comprehensive income before and after the change is below:


 Consolidated statement of comprehensive    Notes    Reviewed      Audited      Change
 income                                            29 February   29 February
 Figures in R’000                                      2020          2020
                                                                              
 Revenue                                              462 156     462 156           -
 Other income                                          12 950      12 950           -
 Bargain purchase gain                          1      54 515      34 889     (19 626)
 Investment revenue                                    12 386      12 386           -
 Interest received from investments                     6 023       6 023           -
 Impairments                                           (4 264)     (4 264)          -
 Fair value adjustments                               (30 370)    (30 370)          -
 Equity-accounted earnings (net of income               9 968       9 968           -
 tax)
Commodities trading related costs                     (83 374)    (83 374)          -
Operating expenses                                   (363 988)   (363 988)          -
Results from operating activities                1     76 002      56 376    (19 626)
Finance income                                          4 813       4 813           -
Finance costs                                          (9 801)     (9 801)          -
Net finance costs                                      (4 988)     (4 988)          -
Profit before income tax                         1     71 014      51 388    (19 626)
Income tax expense                                    (11 920)    (11 920)          -
Profit for the year                              1     59 094      39 468    (19 626)
Other comprehensive income                                                          -
Items that are or may be subsequently                 (11 981)    (11 981)          -
reclassified to profit or loss
Exchange differences on translating                    (8 924)     (8 924)          -
foreign operations
Hyperinflation adjustments                             (3 057)     (3 057)          -
Total comprehensive income for the year          1     47 113      27 487    (19 626)
Profit for the year attributable to:                                                -
Equity holders of Vunani Limited                 1     55 365      35 893    (19 472)
Non-controlling interest                         1      3 729       3 575       (154)
                                                 1     59 094      39 468    (19 626)
Total comprehensive income for the year                                             -
attributable to:
Equity holders of Vunani Limited                 1     47 598      28 126    (19 472)
Non-controlling interest                         1       (485)       (639)     (154)
                                                 1     47 113      27 487    (19 626)
Basic earnings per share (cents)                 1       34.5        22.3      (12.2)
Basic earnings per share from operations         1       34.5        22.3      (12.2)
Basic headline earnings per share (cents)        1        0.5         0.6        0.1
Basic headline earnings per share from           1        0.5         0.6        0.1
operations


The consolidated statement of financial position before and after the change is below:

 Consolidated statement of financial   Notes    Reviewed    Audited         Change
 position                                     29 February 29 February
 Figures in R’000                                 2020         2020
                                                                             
 Property, plant and equipment                    27 903      27 903          -
 Goodwill                                        139 766     139 766          -
 Intangible assets                               188 924     188 924          -
 Investment in associates                         59 787      59 787          -
 Loans to associates                               5 285       5 285          -
 Other investments                               107 020     107 020          -
 Insurance related investments                   286 589     286 589          -
 Deferred tax asset                               45 529      45 529          -
 Other non-current assets                         33 302      33 302          -
 Total non-current assets                        894 105     894 105          -
 Other investments                                 4 432       4 432          -
 Inventory                                        65 631      65 631          -
 Taxation prepaid                                  3 150       3 150          -
 Reinsurance assets                               20 136      20 136          -
 Loans to associates                               1 460       1 460
 Trade and other receivables                      98 328      98 328          -
 Accounts receivable from trading activities     286 531     286 531          -
 Trading securities                                  143         143          -
 Cash and cash equivalents                       246 530     246 530          -
 Total current assets                            726 341     726 341          -
Total assets                                   1 620 446   1 620 446          -
Equity
Stated capital                                  696 497     696 497           -
Treasury shares                                    (748)       (748)          -
Share-based payment reserve                       5 624       5 624           -
Foreign currency translation reserve             (9 509)     (9 509)          -
Accumulated loss                           1   (185 303)   (204 775)   (19 472)
Equity attributable to equity holders of   1    506 561     487 089    (19 472)
Vunani Limited
Non-controlling interest                   1     51 202      70 674     19 472
Total equity                                    557 763     557 763           -
Liabilities
Other financial liabilities                      46 408      46 408           -
Lease liabilities                                12 339      12 339           -
Investment contracts                            310 585     310 585           -
Insurance contract liabilities                   78 348      78 348           -
Deferred tax liabilities                         50 562      50 562           -
Total non-current liabilities                   498 242     498 242           -
Other financial liabilities                      42 145      42 145           -
Lease liabilities                                 7 336       7 336           -
Taxation payable                                  9 031       9 031           -
Insurance contract liabilities                   11 600      11 600           -
Trade and other payable                         198 506     198 506           -
Accounts payable from trading activities        285 956     285 956           -
Trading securities                                   15          15           -
Bank overdraft                                    9 852       9 852           -
Current liabilities                              56 441      56 441           -
Total liabilities                              1 062 683   1 062 683          -
Total equity and liabilities                   1 620 446   1 620 446
Shares in issue (000s)                           161 156     161 156          -
Net asset value per share (cents)         1          314.3       302.2     (12.1)
Net tangible asset value per share (cents)1          110.4        98.3     (12.1)


The consolidated statement of changes in equity is detailed below:
Reviewed
Consolidated Statement of changes in            Notes    Stated        Treasury        Share          Foreign      Accumula    Total         Non-          Total
equity                                                   capital        shares          based          currency    ted loss    attributabl   controlling   equity
                                                                                        payment        translatio               e to equity   interest
                                                                                        reserve        n reserve                holders
Figures in R’000
Balance as at 28 February 2018 – Audited                   706 572      (14 842)         21 646        (3 105)    (310 453)     399 818          (566)      399 252
Total comprehensive income for the period
Profit for the year                                              –            –               –             –       88 553       88 553          1 699       90 252
Other comprehensive income for the period                        –            –               –         1 363            –        1 363           796        2 159
Total comprehensive income for the period                        –            –               –         1 363       88 553       89 916          2 495       92 411
Transactions with owners, recorded directly
in equity
Acquisition of treasury shares                                   –       (1 268)              –             –           –       (1 268)             –       (1 268)
Share-based payments                                             –            –           7 844             –           –        7 844             –        7 844
Dividends paid                                                   –            –               –             –      (9 677)      (9 677)         (838)      (10 515)
Delisted shares                                            (10 075)           –               –             –           –      (10 075)             –      (10 075)
Transfer between reserves *                                      –       16 054         (23 984)            –       7 930            –             –             –
Disposal to non-controlling interests                            –            –               –             –      (7 289)      (7 289)         7 289             –
Total transactions with owners, recorded                   (10 075)      14 786         (16 140)            –      (9 036)     (20 465)         6 451      (14 014)
directly in equity
Balance as at 28 February 2019 – Audited                   696 497          (56)          5 506        (1 742)   (230 936)     469 269          8 380      477 649
Total comprehensive income for the year
Profit for the year                                              –            –               –             –      55 365       55 365          3 729       59 094
Other comprehensive income for the year                          –            –               –        (7 767)          –       (7 767)       (4 214)      (11 981)
Total comprehensive income for the period                        –            –               –        (7 767)     55 365       47 598          (485)       47 113
Transactions with owners, recorded directly
in equity
Acquisition of treasury shares                                   –       (4 246)              –             –          –       (4 246)             –       (4 246)
Transfer of treasury shares                                               3 554          (3 554)            –          –            –             –             –
Share-based payments                                             –          –             5 009             –          –        5 009             –        5 009
Dividends paid                                                   –          –                 –             –    (11 912)     (11 912)       (1 244)      (13 156)
Transfer between reserves *                                                              (1 337)            –      1 337            –             –             –
Acquisition of non-controlling interest                          –          –                 –             –        843          843         (843)             –
Business combination @                                           –          –                 –             –          –            –       45 394        45 394
Total transactions with owners, recorded                         –       (692)              118             –     (9 732)     (10 306)       43 307        33 001
directly in equity
Balance as at 29 February 2020 – Reviewed                  696 497       (748)            5 624         (9 509) (185 303)      506 561        51 202       557 763




Audited
Consolidated Statement of changes in          Note   Stated     Treasur    Share         Foreign    Accumula    Total         Non-          Total
equity                                        s      capital   y shares   based         currency   ted loss    attributabl   controlling   equity
                                                                         payment       translatio               e to equity   interest
                                                                         reserve       n reserve                holders
Figures in R’000
Balance as at 28 February 2018 – Audited          706 572    (14 842)     21 646      (3 105)      (310 453)     399 818      (566)       399 252
Total comprehensive income for the period
Profit for the year                                     –          –          –            –         88 553       88 553     1 699        90 252
Other comprehensive income for the period               –          –          –        1 363              –        1 363       796         2 159
Total comprehensive income for the period               –          –          –        1 363         88 553       89 916     2 495        92 411
Transactions with owners, recorded directly
in equity
Acquisition of treasury shares                          –     (1 268)         –           –               –       (1 268)        –        (1 268)
Share-based payments                                    –          –      7 844           –               –        7 844         –         7 844
Dividends paid                                          –          –          –           –          (9 677)      (9 677)     (838)      (10 515)
Delisted shares                                   (10 075)         –          –           –               –      (10 075)        –       (10 075)
Transfer between reserves *                             –     16 054    (23 984)          –           7 930            –         –             –
Disposal to non-controlling interests                   –          –          –           –          (7 289)      (7 289)    7 289             –
Total transactions with owners, recorded          (10 075)    14 786    (16 140)          –          (9 036)     (20 465)    6 451       (14 014)
directly in equity
Balance as at 28 February 2019 – Audited          696 497       (56)      5 506      (1 742)       (230 936)     469 269     8 380       477 649
Total comprehensive income for the year
Profit for the year                                     –         –          –            –          35 893       35 893     3 575        39 468
Other comprehensive income for the year                 –         –          –       (7 767)              –       (7 767)   (4 214)      (11 981)
Total comprehensive income for the period               –         –          –       (7 767)         35 893       28 126      (639)       27 487
Transactions with owners, recorded directly
in equity
Acquisition of treasury shares                          –    (4 246)         –            –               –       (4 246)        –        (4 246)
Transfer of treasury shares                                   3 554      (3 554)          –               –            –         –             –
Share-based payments                                    –         –       5 009           –               –        5 009         –         5 009
Dividends paid                                          –         –          –            –         (11 912)     (11 912)   (1 244)      (13 156)
Transfer between reserves                                                (1 337)          –           1 337            –         –             –
Acquisition of non-controlling interest                 –         –          –            –             843          843     (843)             –
Business combination                          1         –         –          –            –               –            –    65 020        65 020
Total transactions with owners, recorded      1         –      (692)        118           –          (9 732)     (10 306)   62 933        52 627
directly in equity
Balance as at 29 February 2020 – Audited      1   696 497      (748)      5 624      (9 509)       (204 775)     487 089    70 674       557 763
The consolidated statement of changes in equity is detailed below:


Consolidated statement of cash flows                        Notes      Reviewed        Audited   Change
Figures in R’000                                                     29 February   29 February
                                                                           2020          2020
Cash flows from operating activities                                     73 017        73 017             -
Net cash generated by operating activities                               11 588        11 588             -
Investment revenue received                                               9 970         9 970             -
Finance income received                                                  (9 720)       (9 720)            -
Finance costs paid                                                      (11 912)      (11 912)            -
Dividends paid to shareholders                                           (1 244)       (1 244)            -
Dividends paid to non-controlling interest                              (19 247)      (19 247)            -
Income tax paid                                                          52 452        52 452             -
Net cash generated by operating activities                                                                -
Cash flows from investing activities                                     82 473        82 473             -
Acquisition of subsidiaries net of cash acquired                         (1 180)       (1 180)            -
Acquisition of property, plant and equipment                              1 322         1 322             -
Proceeds from disposal of property, plant and equipment                   6 167         6 167             -
Proceeds from repayment of loans to associates                           (2 494)       (2 494)            -
Advances in investment and loans to associates                            3 571         3 571
Dividends received from associates                                       (5 519)       (5 519)            -
Acquisition of intangible assets – computer software                          –             –             -
Acquisition of other investments                                         13 685        13 685             -
Proceeds on disposal of other investments                               213 680       213 680             -
Proceeds on disposal of insurance investments                            (4 349)       (4 349)            -
Acquisition of insurance investments                                    307 356       307 356             -
Net cash inflow/(outflow) from investing activities
Cash flows from financing activities                                     (4 246)       (4 246)            -
  Acquisition of treasury shares                                         38 037        38 037             -
  Advances of other financial liabilities                               (20 830)      (20 830)            -
  Repayments of other financial liabilities                            (175 158)     (175 158)            -
  Repayments of insurance liabilities                                     4 350         4 350             -
  Increase in insurance liabilities                                      (7 402)       (7 402)            -
  Repayment of lease liabilities – capital repayment                   (165 249)     (165 249)            -
  Net cash outflow from financing activities                            194 559       194 559             -
  Net increase/(decrease) in cash and cash equivalents                   (2 341)       (2 341)
  Effect of movement in exchange rates on cash held                      44 460        44 460             -
  Cash and cash equivalents at the beginning of the year                236 678       236 678             -
  Total cash and cash equivalents at end of the year                     73 017        73 017             -


The segmental reporting is detailed below:
Reviewed

                                                                     Revenue      Reportable segment             Total assets      Total liabilities
                                                                    Reviewed      profit/(loss) after tax          Reviewed            Reviewed
                                                             29 February 2020                 Reviewed      29 February 2020    29 February 2020
                                                                                    29 February 2020
 Figures in R’000
 Fund management                                                      96 810                     10 538               92 225              (37 034)
 Asset administration                                                139 245                     16 575              227 602              (71 209)
 Insurance                                                            59 723                     55 215              628 099             (523 501)
 Investment banking       Advisory services                           13 969                      (403)                7 373               (2 434)
                          Institutional securities broking            36 936                      (757)              297 365             (293 070)
 Private equity           Commodities trading                        105 416                    (9 425)               92 789              (91 675)
                          Other investments                           10 057                   (12 649)              274 993              (43 760)
 Total                                                               462 156                     59 094            1 620 446           (1 062 683)
Audited
                                                         Note        Revenue       Reportable segment             Total assets           Total liabilities
                                                                     Audited      profit/(loss) after tax            Audited                    Audited
                                                                 29 February 2020               Audited       29 February 2020         29 February 2020
                                                                                        29 February 2020
 Figures in R’000
 Fund management                                                      96 810                     10 538                92 225             (37 034)
 Asset administration                                                139 245                     16 575               227 602             (71 209)
 Insurance                                                     1      59 723                     35 589               628 099            (523 501)
 Investment banking      Advisory services                            13 969                      (403)                 7 373              (2 434)
                         Institutional securities broking             36 936                      (757)               297 365            (293 070)
 Private equity          Commodities trading                         105 416                    (9 425)                92 789             (91 675)
                         Other investments                            10 057                   (12 649)               274 993             (43 760)
 Total                                                               462 156                     39 468             1 620 446          (1 062 683)



 Notes
 1. This adjustment relates to the reduction of the bargain purchase on the acquisition of Oracle Insurance Eswatini. This was done to correct the allocation of the net
    assets to the non-controlling interests on acquisition. This resulted in a reduction in the bargain purchase of R19.6 million and corresponding increase in the non-
    controlling interest recognized as part of the business combination.



 Notice of AGM
 Notice is hereby given that the annual general meeting of shareholders of the company will be held on Wednesday, 21 October 2020 at 11h00 and will be conducted
 entirely, and be accessible by shareholders, through electronic communication to transact the business as stated in the notice of annual general meeting forming part
 of the company's integrated annual report. The notice of annual general meeting will be distributed to shareholders on Thursday, 17 September 2020

 The record date, for purposes of determining which shareholders are entitled to receive the notice of annual general meeting was Friday, 4 September 2020.

 The last day to trade and the record date, in order for shareholders to be eligible to participate in and vote at the annual general meeting is Tuesday, 6 October 2020
 and Friday, 9 October 2020, respectively.


10 September 2020
Sandton
Sponsor
Grindrod Bank Limited

Date: 10-09-2020 02:00:00
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