The directors have pleasure in presenting their report for the year ended June 30 2011.
Nature of business
The Company is an investment holding company with subsidiaries operating in the services, trading and distribution industries. Details of the Groupâ€™s activities are included in Bidvest at a glance: Our structure, and Operational review.
The directors are required by the Companies Act 71 of 2008, as amended (the Act), to produce financial statements, which fairly present the state of affairs of the Company and the Group as at the end of the financial year and the profit or loss for that financial year, in conformity with International Financial Reporting Standards (IFRS) and the Act.
The financial statements as set out in this report have been prepared by management in accordance with IFRS and the Act, and are based on appropriate accounting policies supported by reasonable and prudent judgements and estimates.
The directors are of the opinion that the financial statements fairly present the financial position of the Company and of the Group as at June 30 2011 and the results of their operations and cash flows for the year then ended.
The directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going-concern basis in preparing the financial statements.
No shares were issued during the year. (2010: 13 860 179 shares were issued at premiums of between R17,50 and R119,95 per share) The Company acquired and cancelled 22 796 174 shares on December 15 2010. The shares were acquired from a subsidiary at R151,51 per share in terms of a special resolution passed at the annual general meeting held on November 15 2010.
Acquisitions and disposal
The Group announced on December 22 2010 that it had acquired 100% of the issued share capital of Seafood Holdings Limited, a leading fresh fish foodservice business in the United Kingdom, for an enterprise value of GBP45 million. The Group also undertook a number of smaller acquisitions during the year. Details of assets acquired and liabilities assumed are contained in note 11 to these financial statements. The sale of 13,5% of the equity of Mumbai International Airport Private Limited for a profit of between R300 million and R400 million was not completed as certain formalities remained outstanding.
No reportable events took place subsequent to the year-end.
Results of operations
The results of operations are dealt with in the consolidated income statement, segmental analysis and operational review.
Movement in treasury shares
In terms of general authorities granted to the Company to repurchase its ordinary shares, the latest being shareholder authority obtained at the annual general meeting of shareholders held on November 15 2010, a maximum of 65 469 714 ordinary shares may be acquired by the Company of which 32 734 857 may be acquired by its subsidiaries.
In accordance with a specific authority passed at a general meeting of shareholders held on May 23 2011, a subsidiary company acquired 12 000 000 shares at a price of R131,75 per share. A total of 1 388 460 ordinary shares were disposed of at an average price of R80,05 per share in settlement of share options exercised by staff.
An interim cash dividend of 225,0 cents per share (2010: 207,0 cents per share) was awarded to shareholders recorded in the register at the close of business on April 1 2011. Subsequent to year-end, a final cash dividend of 255,0 cents per share (2010: 225,0 cents per share) was awarded to shareholders recorded In the register at the close of business on Friday, September 23 2011. The salient dates are:
Payments to shareholders
Approval was obtained at the last annual general meeting for the Company to make payments which would reduce its share capital, share premium, and/or reserves in terms of the Act.
Special resolutions were passed at the annual general meeting of shareholders held on November 15 2010 in regard to a general authority to enable the Company to acquire its own shares and at a general meeting of shareholders held on May 23 2011 to approve a specific buy-back of Bidvest shares.
Subsequent to year-end, further special resolutions relating to financial assistance to related or inter-related entities of the Company, financial assistance for subscription of securities to related or inter-related entities of the Company and the approval of the non-executive directorsâ€™ remuneration were passed at a general meeting of shareholders held on July 15 2011. The directors have complied with all sections of the Act. Special resolutions were passed by certain subsidiaries to accommodate the acquisition of various businesses, to amend their articles of association and to change their names.
Strategic realignment of executive management responsibilities
To sharpen the focus of executive responsibilities and create capacity for expansion, the Group announced in March 2011 that Lindsay Ralphs would become managing director of all core South African operations, excluding Bidvest Foodservices and Bidvest Namibia. Businesses in South Africa have been realigned into new divisions. Senior positions in the new structure were all filled by internal staff. It was announced during the previous financial year that Bernard Berson was appointed as managing director of Bidvest Foodservice (including all the international and local foodservice businesses). Each managing director has his own executive committee.