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Directors’ report

for the year ended 30 June 2012

Nature of business

Imperial is a diversified industrial services and retail group with activities spanning logistics, car rental and tourism, vehicle distribution and retail including allied financial services, as well as parts and industrial products distribution. The group’s activities span South Africa, the rest of Africa, Europe, the United Kingdom and Australia.

Financial performance

The net attributable profit for the year amounted to R2 980 million (2011: R2 562 million). Headline earnings per share for the year was 1 566 cents (2011: 1 370 cents).

The results for the year are set out in the consolidated income statement on page 18 of this report.

Share capital

The authorised and issued share capital is detailed in note 15 to the consolidated annual financial statements.

The number of shares in issue on 30 June 2012 were as follows:

  Company   Shares
repurchased
  Net  
Ordinary shares            
The movements in the ordinary shares were as follows:            
Shares at beginning of year 208 826 352   (7 864 456)   200 961 896  
Deferred ordinary shares converted to ordinary shares 901 617       901 617  
Ordinary shares issued during the year 115 060       115 060  
Shares at end of year 209 843 029   (7 864 456)   201 978 573  
Deferred ordinary shares            
The movement in the number of deferred ordinary shares was as follows:            
Shares at beginning of year 15 012 609       15 012 609  
Converted into ordinary shares (901 617)       (901 617)  
Shares at end of year 14 110 992       14 110 992  
Total issued share capital 223 954 021   (7 864 456)   216 089 565  
Non-redeemable, non-participating preference shares            
Balance brought and carried forward 4 540 041       4 540 041  

The preference shares are classified as interest-bearing debt in the statement of financial position due to the cumulative nature of their dividend rights.

Directors and secretary

The names of the directors and secretary who presently hold office are set out on page 95 of this report.

In accordance with the articles of association Mrs T Dingaan, Ms P Langeni, Messrs MJ Leeming and MV Moosa retire by rotation at the forthcoming annual general meeting but, being eligible, offer themselves for re-election.

The aggregate interest of the directors and prescribed officers in the issued ordinary share capital of the company is disclosed in note 15 to the consolidated annual financial statements.

Imperial Holdings Share Appreciation Rights, Deferred Bonus and Conditional Share Plan Schemes

Details of the rights granted in terms of the schemes are set out in note 15 to the consolidated annual financial statements.

Dividend

Details of the dividends declared are set out in note 34 to the consolidated annual financial statements.

Subsidiaries

Details of the company’s principal subsidiaries are reflected in Annexure A to the consolidated annual financial statements.

The attributable interest of the company in the aggregate profits and losses of its subsidiaries after taxation for the year under review was as follows:

  2012
Rm
  2011
Rm
 
Profits 2 895   2 470  
Losses 226   327  

Changes to holdings in material subsidiaries, businesses and associates were as follows:

Subsidiaries acquired by the group Nature of business Percentage interest  
Lehnkering Group Logistics 100  
Accordian Investments (Pty) Limited Distributor and importer 60  
Watts Truck Centre Limited (Gloucester) Vehicle sales and services 100  
Transport Holdings Botswana Group Transport logistics 80  
Bobcat Group Industrial equipment 67,5  

Special resolutions

The company passed the following special resolutions at its annual general meeting held on 1 November 2011:

  • Granting to the directors of the company general authority for the acquisition by the company or any subsidiary, of ordinary shares in the company.
  • Granting to the directors of the company specific authority for the acquisition by the company of treasury shares from a wholly owned subsidiary of the company, Imperial Corporate Services (Pty) Limited.
  • Granting to the directors of the company specific authority to provide financial assistance to related and inter related parties as contemplated in section 45 of the Companies Act, 2008, (the Act).
  • Approving the directors’ fees payable from 1 July 2011 to the date of the next annual general meeting in 2012.

Subsidiaries of the company passed any special resolutions, the nature of which might be significant to members in their appreciation of the state of affairs of the group, are as follows:

  • Granting the directors of the companies authority to provide financial assistance to related and inter-related parties as contemplated in section 45 of the Act.
  • Granting the companies authority to make distributions as contemplated in section 46 of the Act.
  • Approving directors’ fees payable from 1 July 2011 to 30 June 2012.

Events subsequent to year-end

In terms of the Ukhamba black economic empowerment transaction 1 131 910 deferred ordinary shares have converted to ordinary shares. These shares were listed on the Johannesburg Securities Exchange (JSE) on 6 September 2012.

Accounting policies

The principal accounting policies of Imperial Holdings Limited and the disclosures made in the consolidated annual financial statements conform to International Financial Reporting Standards.

The accounting policies are outlined in notes 1 and 2 , with changes in note 3.

 

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