NOTES TO THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS l NOTE 38 |
|
38. |
Financial instruments |
38.1 |
Financial risk factors |
|
The Group’s treasury activities are aligned to the company’s decentralised business model and the asset and liability committee’s (Alco) strategies. The Alco is a board subcommittee responsible for implementing best practice asset and liability risk management with its main objectives being the management of liquidity, interest rate, price and foreign exchange risk. The Alco meets every quarter and follows a comprehensive risk management process. The treasury implements the Alco risk management policies and directives and provides financial risk management services to the various divisional businesses, coordinates access to domestic and international financial markets for bank as well as debt capital markets funding. The treasury monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including foreign exchange risk, interest rate risk, and price risk), credit risk and liquidity risk.
The day-to-day management of foreign exchange risk and credit risk is performed on a decentralised basis by the various business units within the Group’s hedging policies and guidelines.
The Group’s objectives, policies and processes for measuring and managing these risks are detailed below.
The Group seeks to minimise the effects of these risks by matching assets and liabilities as far as possible or by using derivative financial instruments to hedge these risk exposures.
The Group does not enter into or trade in financial instruments, including derivative financial instruments, for speculative purposes. The Group enters into financial instruments to manage and reduce the possible adverse impact on earnings from changes in interest rates and foreign exchange rates. |
38.1.1 |
Market risk |
|
This is the risk that changes in the general market conditions, such as foreign exchange rates, interest rates, commodity prices and equity prices may adversely impact on the Group’s earnings, assets, liabilities and capital.
The objective of market risk management is to manage and control market risk exposures within acceptable parameters, whilst optimising the return on risk.
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates, interest rates and equity prices. |
38.1.2 |
Currency risk |
|
This is the risk of losses arising from the effects of adverse movements in exchange rates on net foreign currency asset
or liability positions.
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise. In order to manage these risks, the Group may enter into hedging transactions, which make use of derivatives. Derivative instruments are used by the Group for hedging purposes. Such instruments include forward exchange contracts, futures and certain currency options authorised by Alco.
The policy of the Group is to maintain a fully covered foreign exchange risk position in respect of foreign currency commitments with a few exceptions authorised by the Alco. Automotive spare parts may be settled in the spot markets and where specific South African Exchange Control authorisation has been obtained from authorised dealers in foreign exchange up to 75% of forecast annual sales can be covered. The day-to-day management of foreign exchange risk is performed on a decentralised basis by the various business units within the Group’s hedging policies and guidelines. Trade-related import exposures are managed through the use of natural hedges arising from foreign assets as well as forward exchange contracts and the option structures authorised by Alco.
The average exchange rates shown include the cost of forward cover. The amounts represent the net rand equivalent of commitments to purchase and sell foreign currencies, and have all been recorded at fair value.
The Group has entered into certain forward exchange contracts and option structures authorised by Alco that relate to importation
of inventories and interest-bearing borrowings at 30 June and specific foreign commitments not yet due. The details of these contracts are as follows:
Foreign currency |
Foreign amount (million) |
Average exchange rate |
Contract value Rm |
Marked to market Rm |
|
2014 |
|
|
|
|
|
Imports |
|
|
|
|
|
US dollar |
258 |
10,77 |
2 779 |
2 761 |
|
Euro |
136 |
14,38 |
1 956 |
1 899 |
|
Pound sterling |
12 |
17,63 |
204 |
200 |
|
Japanese yen |
163 |
0,11 |
17 |
17 |
|
Other |
1 |
|
6 |
6 |
|
|
|
|
4 962 |
4 883 |
|
Interest-bearing borrowings |
|
|
|
|
|
Japanese yen |
3 114 |
0,14 |
450 |
326 |
|
|
|
|
5 412 |
5 209 |
|
2013 |
|
|
|
|
|
Imports |
|
|
|
|
|
US dollar |
197 |
9,16 |
1 805 |
1 987 |
|
Euro |
120 |
11,49 |
1 378 |
1 574 |
|
Pound sterling |
12 |
15,13 |
189 |
194 |
|
Japanese yen |
7 446 |
0,10 |
731 |
761 |
|
Other |
|
|
5 |
5 |
|
|
|
|
4 108 |
4 521 |
|
Interest-bearing borrowings |
|
|
|
|
|
Japanese yen |
3 633 |
0,14 |
525 |
422 |
|
|
|
|
4 633 |
4 943 |
|
Fair value is calculated as the difference between the contracted value and the value to maturity. The fair value adjustments are included in trade and other receivables and trade and other payables.
The impact from a 10% movement in the valuation of the Rand would approximately have a R8 million impact on group’s equity.
The 10% sensitivity rate is based on management’s assessment of a reasonable possible change in foreign exchange rates over the foreseeable future.
The sensitivity of profits to changes in exchange rates is a result of foreign exchange gains or losses on remeasurement of foreign denominated financial assets and liabilities translated at spot rates are offset by equivalent gains or losses in currency derivatives.
Divisional currency risk
Logistics Africa
The risk in this division is limited with certain transactions in foreign currencies, which result in foreign currency denominated debtors and creditors. In order to mitigate the risks which arise from this exposure, these items are settled immediately or where foreign exchange contracts are available the risk is hedged within a 50% minimum group risk policy for African businesses.
Logistics International
Currency risk exposure arises from the conclusion of transactions in currencies other than the functional currencies of operations in the Netherlands, Belgium, France, Germany, Poland and Sweden. All material exposures arising from transactions external to the Group are covered by forward exchange contracts. Translation risk arises from the net investment in overseas businesses in the United Kingdom, Australia, United States of America, South America, Poland and Sweden. These translation exposures are recognised directly in equity through the translation reserve and only included in charged to profit or loss when the subsidiary is sold. No net investment hedges are in place.
Vehicle import, distribution, and dealerships
The Group’s major currency exposure exists in this division. Risk exposures result from vehicles, spare parts and equipment being imported, and invoiced in foreign currency. Forward exchange contracts, futures and certain currency options are used to hedge this exposure. Up to 75% of forecast annual sales can be covered should it be deemed necessary. In addition, investments in overseas businesses result in translation risk, which is recognised directly in equity through the translation reserve and only charged to profit or loss should the investment be sold. No net investment hedges are in place.
Vehicle retail, rental and aftermarket parts
Risk exposure is limited to translation risk for investments in dealerships in the United Kingdom, operational cash flows in these dealerships are in the functional currencies of those countries, and exposure to currency risk results from translation into our presentation currency (ZAR). This division is also exposed to certain small transactions in foreign currencies, which result in foreign currency denominated creditors. In order to mitigate the risks which arise from this exposure, forward exchange contracts are taken to hedge this exposure.
Insurance
Risk exposures result from foreign operations as well as the division holding investments in foreign equities, which are administered by portfolio managers and monitored by an investment committee. |
38.1.3 |
Interest rate risk |
|
This is the risk that fluctuations in interest rates may adversely impact on the Group’s earnings, assets, liabilities and equity.
The Group is exposed to interest rate risk as it borrows and places funds at both fixed and floating rates. The risk is managed by matching fixed and floating rate assets and liabilities wherever possible and to achieve a repricing profile in line with Alco directives. Use is made of interest rate derivatives. The Group analyses the impact on profit or loss of defined interest rate shifts – taking into consideration refinancing, renewal of existing positions, alternative financing and hedging.
The Group’s treasury follows a centralised cash management process including cash management systems across bank accounts in South Africa to minimise risk and interest costs. The Group’s offshore cash management is managed by the treasuries in Germany, the United Kingdom and the Netherlands.
The interest rate profile of total borrowings is reflected in note 21.
The Group has entered into interest rate derivative contracts that entitle it to either receive or pay interest at floating rates on notional principal amounts and oblige it to pay or receive interest at fixed rates on the same amounts.
Details of the interest rate derivative instruments at 30 June 2014 were as follows:
|
Notional amount Rm |
Current year effective rate (variable)% |
Derivative contract rate (fixed)% |
|
Corporate bond - IPL 7 (swap from variable to fixed) |
500 |
6,6 - 7,2 |
8,7 |
|
Revolving credit facility term loan (swap from variable to fixed) |
1 500 |
7,3 - 7,4 |
8,8 |
|
The financial services division in addition to its short-term deposits, has fixed rate investments, such as negotiable certificate of deposits (NCDs), gilts and bonds. The risk is mitigated by the use of fund managers under the guidance of the investment committee, which has ultimate responsibility for the investment portfolio’s risk profile and related decisions.
The 1% increase or decrease in interest rates represents management’s assessment of the reasonably possible changes in interest risk. The impact of a 1% increase in interest rates will have an annualised R20 million (2013: R12 million) effect on group after tax profit and equity. |
38.1.4 |
Equity price risk |
|
The Group is exposed to equity price risk as it holds equity securities, which are classified as either available-for-sale or held for trading.
The sensitivity analysis has been determined based on the exposure to equity price risk at 30 June. The impact of a 10% increase in the equity index will have a R33 million (2013: R38 million) effect on group after tax profit and a R36 million (2013: R38 million) impact on equity. The sensitivity is based on management’s assessment of a reasonable move in equity prices over the foreseeable future.
Divisional equity price risk
Insurance
The insurance division has limited its exposure to equities to minimise the volatility that the equity price risk brings to the Group’s statement of profit or loss. The equity portfolio consists of high-quality securities. The risk is monitored by the investment committee reviewing performance of the portfolio taking into cognisance of the Group’s risk appetite and cash requirements. The investment portfolios are well diversified and hedges are implemented when approved by the investment committee. |
38.1.5 |
Credit risk |
|
Credit risk, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and monitoring procedures. Where needed, the Group obtains appropriate collateral to mitigate risk. Counterparty credit limits are in place and are reviewed and approved by the respective subsidiary boards.
The carrying amount of financial assets represents the maximum credit exposure on 30 June 2014. None of the financial assets below were given as collateral for any security provided.
The Group only enters into financial deposits with authorised financial institutions of high credit ratings assigned by international or recognised credit-rating agencies.
Cash resources
It is group policy to deposit short-term cash with reputable financial institutions with investment grade credit ratings assigned by international or recognised credit-rating agencies or counterparties authorised by the investment committee.
Trade accounts receivable
Trade accounts receivable consist of a large, widespread customer base. Group companies monitor the financial position of their customers on an ongoing basis. Creditworthiness of trade receivables is assessed when credit is first extended and is reviewed regularly thereafter. The granting of credit is controlled by the application of account limits. Where considered appropriate, use is made of credit guarantee insurance.
|
2014 Rm |
|
|
2013 Rm |
|
Trade and other receivables that are neither past due nor impaired |
8 571 |
|
|
7 460 |
|
Past due trade receivables |
2 117 |
|
|
2 059 |
|
Less than 1 month |
1 440 |
|
|
1 442 |
|
Between 1 - 3 months |
391 |
|
|
384 |
|
More than 3 months |
189 |
|
|
170 |
|
Past due more than 1 year |
97 |
|
|
63 |
|
 |
 |
 |
 |
 |
 |
Total trade receivables |
10 688 |
|
|
9 519 |
|
Based on past experience, the Group believes that no impairment is necessary in respect of trade receivables not past due as the amount relates to customers that have a good track record with the Group, and there has been no objective evidence to the contrary.
Included in trade receivables are receivables which are past the original expected collection date (past due) at the reporting date. There has not, however, been a significant change in credit quality and the amounts are still considered recoverable. Those which are not considered to be recoverable have been included in the provision for doubtful debts below. A summarised age analysis of past due trade receivables is set out above.
The overdue trade receivables ageing profile above is considered typical of the various industries in which certain of our businesses operate. Given this, existing insurance cover, and the nature of the related counterparties these amounts are considered recoverable.
Provision for doubtful debts for trade receivables
Before these financial instruments can be impaired, they are evaluated for the possibility of any recovery, which includes an examination of the length of time they have been outstanding. Provision is made for bad debts on trade accounts receivable. Management does not consider that there is any material credit risk exposure not already covered by a doubtful debt provision.
There is no significant concentration of risk in respect of any particular customer or industry segment. There is no single customer whose revenue streams exceed 10% of the Group’s revenue.
Provision for doubtful debts for trade receivables |
2014
Rm |
|
|
2013
Rm |
|
Set out below is a summary of the movement in the provision for doubtful debts for the year: |
|
|
|
|
|
Carrying value at the beginning of the year |
337 |
|
|
345 |
|
Net acquisition of subsidiaries and businesses |
66 |
|
|
10 |
|
Amounts reversed to profit or loss |
(3) |
|
|
(3) |
|
Charged to profit or loss |
65 |
|
|
3 |
|
Amounts utilised during the year |
(45) |
|
|
(36) |
|
Currency adjustments |
9 |
|
|
18 |
|
Carrying value at the end of the year |
429 |
|
|
337 |
|
Divisional credit risk
Logistics
Risk exposures arise from the granting of credit to customers. The risk is managed by strict monitoring of credit terms. The risk is mitigated by stringent background checks on all new customers, as well as taking legal action against defaulting customers.
Vehicle import, distribution and dealerships
Risk exposures arise from the supply of vehicles and equipment to external dealerships and customers. Where vehicles are supplied to external dealerships these are generally covered by a dealer floorplan with a bank, and will usually settle within credit terms, and exposure to credit risk is therefore minimised. When dealing with external retail customers, the vehicle is required to be fully financed before delivery, thereby mitigating credit risk to the division.
Vehicle retail, rental and aftermarket parts
Risk exposures arise from the granting of credit to customers for parts, spares and vehicle rental. The risk is managed by monthly review of trade receivables ageing. The risk is mitigated by stringent background checks and credit limits being imposed on all new customers, continuous review of credit limits, as well as taking legal action against defaulting customers. Where our dealerships are transacting with external retail customers, the vehicles are required to be fully financed before delivery, thereby mitigating credit risk to the division.
Insurance
Risk exposures arise from commission being paid to brokers in advance. The risk arises as the client may lapse a policy at any point during the period. The risk is monitored by the credit committee and is mitigated by vetting all brokers, as well as retaining a percentage of the commission.
Guarantees
Guarantees issued to bankers and others, on behalf of subsidiaries, for facilities, as well as guarantees to investors in commercial paper and corporate bond issues, are disclosed in note 14 to the company annual financial statements.
There were no guarantees provided by banks to secure financing during 2014 and 2013. |
38.1.6 |
Liquidity risk |
|
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 normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The responsibility for liquidity risk management rests with the Alco, which has developed an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding requirements. The Group accesses the corporate bond market to ensure that there is sufficient long term funding within the funding mix together with long-term bank facilities.
The Group manages liquidity risk by monitoring forecast cash flows in compliance with loan covenants and ensuring that adequate unutilised committed borrowing facilities are maintained. Unutilised borrowing facilities are reflected in note 21.
To avoid incurring interest on late payments, financial risk management policies and procedures are entrenched to ensure the timeous matching of orders placed with goods received notes or services acceptances and invoices.
Contractual maturities (which includes interest) of financial liabilities are as follows:
2014 |
Carrying amount Rm |
Contractual cash flows Rm |
Less than one year Rm |
One to five years Rm |
More than five years Rm |
|
Maturity profile of financial liabilities |
|
|
|
|
|
|
Interest-bearing borrowings* |
14 544 |
17 820 |
2 771 |
10 017 |
5 032 |
|
Other financial liabilities |
1 711 |
2 006 |
377 |
712 |
917 |
|
Trade payables and accruals |
15 869 |
15 869 |
15 869 |
|
|
|
Current derivative financial liabilities |
47 |
47 |
47 |
|
|
|
|
32 171 |
35 742 |
19 064 |
10 729 |
5 949 |
|
Percentage profile - financial liabilities |
100% |
100% |
53% |
30% |
17% |
|
* Excludes R441 million non-redeemable, non-participating preference shares (refer to note 19). |
|
38.2 |
Fair value measurement |
38.2.1 |
Fair value hierarchy |
|
The Group’s financial instruments carried at fair value are classified into three categories defined as follows:
Level 1 financial instruments are those that are valued using unadjusted quoted prices in active markets for identical financial instruments. These instruments consists of listed equity securities.
Level 2 financial instruments are those valued using techniques based primarily on observable market data. Instruments in this category are valued using quoted prices for similar instruments or identical instruments in markets which are not considered to be active; or valuation techniques where all the inputs that have a significant effect on the valuation are directly or indirectly based on observable market data. Financial instruments classified as level 2 are mainly comprised of short-term deposits and over the counter (OTC) derivatives instruments.
Level 3 financial instruments are those valued using techniques that incorporate information other than observable market data. Instruments in this category have been valued using a valuation technique where at least one input, which could have a significant effect on the instrument’s valuation, is not based on observable market data.
The following table shows which financial instruments on the statement of financial position are carried at amortised cost and which are carried at fair value. Financial instruments carried at fair value are further categorised into the appropriate fair value hierarchy.
|
|
|
At fair value |
|
|
|
2014
Financial instrument |
Carrying
value
Rm |
|
|
Level 1
Rm |
Level 2
Rm |
Level 3
Rm |
|
At
amortised
cost
Rm |
|
Financial assets |
|
|
|
|
|
|
|
|
|
Investments and loans |
2 468 |
|
|
1 883 |
309 |
|
|
276 |
|
Investments |
2 192 |
|
|
1 883 |
309 |
|
|
|
|
Loans |
276 |
|
|
|
|
|
|
276 |
|
Other financial assets |
267 |
|
|
|
|
|
|
267 |
|
Trade and other receivables |
11 882 |
|
|
|
5 |
|
|
11 877 |
|
Trade receivables and prepayments |
11 877 |
|
|
|
|
|
|
11 877 |
|
Derivative instruments |
5 |
|
|
|
5 |
|
|
|
|
Cash resources |
3 103 |
|
|
|
|
|
|
3 103 |
|
|
17 720 |
|
|
1 883 |
314 |
|
|
15 523 |
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
Non-redeemable, non-participating preference shares |
441 |
|
|
|
|
|
|
441 |
|
Interest-bearing borrowings |
14 544 |
|
|
|
|
|
|
14 544 |
|
Other financial liabilities |
1 711 |
|
|
|
209 |
1 072 |
|
430 |
|
Cross currency and interest-rate swap liabilities |
199 |
|
|
|
199 |
|
|
|
|
Contingent consideration liabilities |
92 |
|
|
|
10 |
82 |
|
|
|
Loans payable |
430 |
|
|
|
|
|
|
430 |
|
Put option liability |
990 |
|
|
|
|
990 |
|
|
|
Trade and other payables |
15 916 |
|
|
|
47 |
|
|
15 869 |
|
Trade payables and other accruals |
15 869 |
|
|
|
|
|
|
15 869 |
|
Derivative instruments |
47 |
|
|
|
47 |
|
|
|
|
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
32 612 |
|
|
|
256 |
1 072 |
|
31 284 |
|
|
38.2.2 |
Level 3 sensitivity information |
|
The fair values of the level 3 financial liabilities of R1 072 million were estimated by applying an income approach valuation method including a present value discount technique. The fair value measurement is based on significant inputs that are not observable in the market. Key assumptions used in the valuations includes the assumed probability of achieving profits targets and the discount rates applied. The assumed profitability were based on historical performances but adjusted for expected growth.
The following table shows how the fair value of the level 3 financial liabilities as at 30 June 2014 would change if the key assumption was to be replaced by a reasonable possible alternative.
Financial instruments |
Valuation technique |
Main assumption |
Carrying
value
Rm |
Decrease in
liability
Rm |
|
Put option liability |
Income approach |
Earnings growth |
990 |
(117) |
|
Contingent consideration liability |
Income approach |
Assumed profits |
82 |
(2) |
|
Movements in level 3 financial instruments carried at fair value
The following tables shows a reconciliation of the opening and closing balances of level 3 financial instruments carried at fair value at 30 June 2014:
Financial assets |
Unlisted investments |
|
Carrying value at beginning of year |
129 |
|
Purchases |
|
|
Disposals |
(51) |
|
Fair valued to profit or loss |
|
|
Currency adjustments |
10 |
|
Transfers to level 2 |
(88) |
|
Carrying value at the end of the year |
|
|
Financial liabilities |
Put option
liability
Rm |
Contingent
consideration
Rm |
Total
Rm |
|
Carrying value at beginning of year |
|
214 |
214 |
|
Initial recognition direct in equity |
1 289 |
|
1 289 |
|
Reversed in equity on buy-out of non-controlling interest |
(289) |
|
(289) |
|
Fair valued through profit or loss |
16 |
(18) |
(2) |
|
Settlements |
|
(39) |
(39) |
|
Currency adjustments |
(26) |
13 |
(13) |
|
Transfers to level 2 |
|
(88) |
(88) |
|
Carrying value at the end of the year |
990 |
82 |
1 072 |
|
Transfers between hierarchy levels
A short-term fixed deposit, which was previously classified as level 3 has been reclassified to level 2, which is considered a more appropriate classification. |
38.2.3 |
Fair value of financial instruments carried at amortised cost |
|
The following table sets out instances where the carrying amount of financial liabilities, as recognised on the statement of financial position at 30 June 2014, differs from their fair values. In all other instances the carrying amounts of the Group’s financial assets and liabilities approximate their fair values.
|
Carrying value
Rm |
Fair value*
Rm |
|
Listed corporate bonds (included in interest-bearing borrowings) |
5 837 |
5 830 |
|
Listed non-redeemable, non-participating preference shares |
441 |
377 |
|
* The fair values were determined with reference to unadjusted observable market data (level 1 in the fair value hierarchy). |
|
38.3 |
Capital management |
|
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns and growth for shareholders and benefits for other stakeholders. The Group maintains an appropriate mix of equity and equity like instruments and debt in order to optimise the weighted average cost of capital (WACC) within an appropriate risk profile. Capital allocation is evaluated against the expected and forecast return on invested capital against the appropriate WACC for that division or business.
The Group has externally imposed capital requirements in terms of debt covenants on bank facilities. The covenant requires the Group to maintain a net debt to earnings before interest, taxation, depreciation and amortisation (EBITDA) of below 3.5:1. The ratio at 30 June 2014 is 1.55:1 (2013: 1.2:1). Our insurance businesses have externally imposed regulatory capital requirements as set out in Annexure A.
Consistent with others in the industry, the Group monitors capital on the basis of its gearing ratio. This ratio is calculated as net debt divided by total equity. Net debt is calculated as total borrowings less cash resources.
|
2014 Rm |
|
|
2013 Rm |
|
Interest-bearing borrowings* |
14 985 |
|
|
11 009 |
|
Less: Cash resources |
3 103 |
|
|
1 844 |
|
Net debt |
11 882 |
|
|
9 165 |
|
Total equity |
18 109 |
|
|
17 536 |
|
Gearing ratio |
65,6% |
|
|
52,3% |
|
* Includes R441 million non-redeemable, non-participating preference shares. |
There were no defaults or breaches in terms of interest-bearing borrowings during either reporting periods.
There were no reclassifications of financial assets or financial liabilities that occurred during the year. There were no financial assets or liabilities settled or extinguished which did not meet the derecognition requirements. |
|
|