Notes to the summarised consolidated financial statements

for the year ended 30 June 2018

1. Basis of preparation

The summarised consolidated financial statements have been prepared in accordance with the framework concepts and recognition and measurement criteria of International Financial Reporting Standards (IFRS) and its interpretations adopted by the International Accounting Standards Board (IASB) in issue and effective for the group at 30 June 2018 and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and financial reporting pronouncements as issued by the Financial Reporting Standards Council. The results are presented in accordance with the minimum requirement of IAS 34 – Interim Financial Reporting and comply with the Listings Requirements of the Johannesburg Stock Exchange Limited and the Companies Act of South Africa, 2008. These summarised consolidated financial statements are an extract of the full audited consolidated annual financial statements for the year ended 30 June 2018.

The directors take full responsibility for the preparation of the summarised consolidated financial statements and that the financial information has been correctly extracted from the underlying annual financial statements.

These summarised consolidated financial statements and the full set of consolidated annual financial statements have been prepared under the supervision of R Mumford, CA(SA), and were approved by the board of directors on 20 August 2018.

2. Accounting policies

The accounting policies adopted and methods of computation used in the preparation of the summarised consolidated financial statements are in accordance with IFRS and are consistent with those of the annual financial statements for the year ended 30 June 2017.

3. Restatement of comparative information

3.1 Revenue restatement

Revenue for continuing operations for 2017 has been restated. In 2017, inter-company revenue of R950 million was incorrectly included in external revenue and as a consequence was not eliminated from the consolidated revenue. This error originated from the International Logistics segment. The restatement had no impact on profits, cash flows or the financial position, it only affected revenue and net operating expenses as detailed below:

STATEMENT OF PROFIT OR LOSS

R million 2017   
Revenue (decrease) (950)  
Net operating expenses (decrease) 950   
Profit from operations before depreciation and recoupments (no impact)    

3.2 Restatement of cash flows

The June 2017 statement of cash flows was restated to exclude short-term loans and overdrafts from cash and cash equivalents. The movements in short-term loans and overdrafts are now reflected as cash flows under financing activities as part of the net increase (decrease) in interest-bearing borrowings to facilitate improved understanding. The impact was an increase in outflow under financing activities of R896 million as illustrated below. The restatement had no impact on the group’s financial position.

STATEMENT OF CASH FLOWS

R million 2017   
Financing activities  
Net decrease in interest-bearing borrowings (896)  
  (896)  

4. Presentation of discontinued operations

The result of Imperial’s automotive business (Motus) is presented as a single line item in the summarised consolidated statement of profit or loss under discontinued operations. The assets and related liabilities are shown under “Assets held for distribution to owners of Imperial” and “Liabilities directly associated with assets held for distribution to owners of Imperial” on the summarised consolidated statement of financial position. The summarised consolidated statement of changes in equity and the summarised consolidated statement of cash flows are shown in total for continuing operations (Imperial Logistics), Motus and Regent for 2017. Further disclosure for Motus is provided on page 22 and in note 10.

Certain notes to the summarised consolidated statement of financial position include movements from Motus in the current and prior year up until the point of reclassification as held for distribution to owners of Imperial. The notes to the summarised consolidated statement of profit or loss relate to continuing operations (Imperial Logistics). The earnings per share information is reconciled in total and distinguishes between continuing and discontinued operations for the per share values.

5. New and revised IFRS in issue but not yet effective

IFRS that will become applicable to the group in future reporting periods include IFRS 9 – Financial Instruments (effective 1 January 2018), IFRS 15 – Revenue from Contracts with Customers (effective 1 January 2018) and IFRS 16 – Leases (effective 1 January 2019). Details of these standards are outlined in the 30 June 2018 annual consolidated financial statements. The following updates are provided:

IFRS 9
The group anticipates that the application of IFRS 9 will have no material impact on amounts reported in respect of the group’s financial assets and financial liabilities.
IFRS 15
A detailed review of the potential impact of IFRS 15 has been finalised. The group, especially in the Logistics operations, has a substantial number of long-term contracts. All material contracts have been assessed for any impact in terms of the five-step approach. This review shows that there will not be a material impact on the current measurement of revenue.
IFRS 16
The initial assessment has been done and it is estimated that the right of use asset and lease liability that will be recognised on adoption of the standard in the continuing operations will amount to R7,7 billion (Motus: R1,6 billion).

6. Foreign exchange rates

  2018   2017  
The following major rates of exchange were used in the translation of the group’s foreign operations:        
SA Rand:Euro        
– closing 16,01   14,92  
– average 15,34   14,81  
SA Rand:US Dollar        
– closing 13,71   13,06  
– average 12,86   13,58  
SA Rand:Pound Sterling        
– closing 18,10   17,02  
– average 17,31   17,23  
SA Rand:Australian Dollar        
– closing 10,13   10,04  
– average 9,97   10,24  

7. Other non-operating items

  2018 
Rm 
  2017 
Rm 
 
Remeasurement of financial instruments not held for trading  73     (29)   
Remeasurement of put option liabilities  42     (39)   
Gain on remeasurement of contingent consideration liabilities  31       
Reclassification of gain on disposal of investment in associate          
Capital items  (186)    (228)   
Impairment of goodwill  (26)    (86)   
Loss on disposal of subsidiaries, businesses and associates  (149)    (64)   
Business acquisition costs  (11)    (78)   
   (113)    (257)   

8. Net finance cost

  2018 
Rm 
  2017 
Rm 
 
Net interest paid (649)   (826)  
Fair value losses on interest-rate swap instruments     (5)  
  (649)   (831)  

9. Goodwill and intangible assets

R million 2018 
Rm 
  2017 
Rm 
 
Goodwill             
Cost  7 298     7 679    
Accumulated impairment  (1 077)    (985)   
   6 221     6 694    
Carrying value at beginning of year  6 694     5 424    
Net acquisition and disposal of businesses  213     2 012    
Impairment charge  (92)    (123)   
Currency adjustments  359     (619)   
Reclassified to assets held for distribution to owners of Imperial  (953)         
Carrying value at end of year  6 221     6 694    
Intangible assets  2 354     2 835    
Goodwill and intangible assets  8 575     9 529    

10. Assets and associated liabilities held for distribution to owners of Imperial

R million 2018
Rm
  2017
Rm
 
The assets and associated liabilities held for distribution to owners of Imperial relate to Motus.        
The major classes of assets and liabilities held for distribution to owners of Imperial were as follows:        
Assets        
Goodwill and intangible assets 1 230      
Property, plant and equipment 6 787      
Vehicles for hire 3 924      
Investments, investment in associates and joint ventures 1 001      
Inventory 15 636      
Trade and other receivables 5 258      
Income tax assets 1 084      
Cash resources 1 483      
Properties held for sale 234      
Assets held for distribution to owners of Imperial 36 637      
Liabilities        
Interest-bearing borrowings 7 328      
Maintenance and warranty contracts 2 846      
Trade and other payables and provisions 14 014      
Income tax liabilities 672      
Other liabilities 94      
Liabilities associated with assets held for distribution to owners of Imperial 24 954      

11. Cash resources

R million 2018
Rm
  2017
Rm
 
Cash resources – as disclosed on the statement of financial position 2 818   4 499  
Cash resources – included in assets held for distribution to owners of Imperial 1 483      
  4 301   4 499  

12. Fair value of financial instruments

Fair value hierarchy

The group’s financial instruments carried at fair value are classified in 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.
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.
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.

Fair value of financial assets and financial liabilities 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, differ from their fair values.

R million Carrying
value
Fair  
value*
 
Listed corporate bonds^ 3 548 3 533    
Listed non-redeemable non-participating preference shares 441 322    

*Level 2 of the fair value hierarchy as derived from a market which is not considered active.
^Redeemed on 6 August 2018, refer to note 15.

The fair values of the remainder of the group’s financial assets and financial liabilities approximate their carrying values.

The following table presents the valuation categories used in determining the fair values of financial instruments carried at fair value.

R million Level 2 Level 3  
Financial assets      
Interest-rate swap instruments and foreign exchange contracts (included in trade receivables) 9    
Foreign exchange contracts (included in assets held for distribution to owners of Imperial) 432    
Financial liabilities      
Put option liabilities (included in other financial liabilities)   1 015  
Contingent consideration liabilities (included in other financial liabilities)   14  
Cross-currency and interest-rate swap instruments (included in other financial liabilities) 22    
Foreign exchange contracts (included in trade, other payables and provisions) 15    
Foreign exchange contracts (included in liabilities held for distribution to owners of Imperial) 46    

Transfers between fair value hierarchy levels

The group recognises transfers between levels of the fair value hierarchy as at the end of the reporting period during which the change has occurred. There were no transfers between the fair value hierarchies during the year.

Movement in level 3 financial instruments measured at fair value

The following table shows a reconciliation of the opening and closing carrying values of level 3 financial instruments carried at fair value:

R million Put 
option 
liabilities 
Contingent 
consideration 
liabilities 
  Total   
Carrying value at beginning of the year  1 553  45     1 598    
Arising on acquisition of business    102     102    
Fair value to profit or loss  (42) (31)    (73)   
Settlements  (582) (100)    (682)   
Currency adjustments  86  (2)    84    
Carrying value at end of year  1 015  14     1 029    

Level 3 sensitivity information

The fair values of the level 3 financial instruments were estimated by applying an income approach valuation method including a present value discount technique. The fair value measurements are based on significant inputs that are not observable in the market. Key assumptions used in the valuations include the assumed probability of achieving profit targets and the discount rates applied. The assumed profitabilities were based on historical performances but adjusted for expected growth.

R million Carrying 
value 
Increase 
in carrying 
value 
Decrease 
in carrying 
value 
 
FINANCIAL INSTRUMENT AND KEY ASSUMPTION             
Put option liabilities | earnings growth  1 015  (17)   
Contingent consideration liabilities | assumed profits  14     (1)   

13. Contingencies and commitments

R million 2018
Rm
  2017
Rm
 
Capital commitments 216   1 448  
Contingent liabilities 415   649  

14. Significant related party transactions

As part of the implementation process for separate listing of Imperial’s automotive operations, known as Motus, the following significant transfer of businesses, between related parties within the group occurred during the year:

Imperial Group Limited transferred its logistics business to Imperial Logistics South Africa Holdings Proprietary Limited. Imperial Group Limited changed its name to Motus Group Limited.

Imperial Holdings Limited transferred its interest in Motus Group Limited, Motus Corporation Proprietary Limited and Motus Capital Limited to the newly formed Motus Holdings Limited. Prior to the transfer of Motus Corporation and Motus Capital to Motus Holdings, Imperial Holdings transferred its automotive subsidiaries in South Africa to Motus Corporation and its southern African automotive subsidiaries to Motus Capital. Motus Holdings Limited, the new parent of Motus Group, Motus Corporation and Motus Capital, is the designated entity for separate listing on the Johannesburg Stock Exchange.

The above transfers of businesses were completed in terms of asset-for-share transactions, at fair value. The group’s consolidated financial statements were not affected by the above transactions as all inter-group income and expenses were eliminated in full.

15. Events after the reporting period

On 6 August 2018, the group redeemed its listed corporate bonds at market value out of existing facilities at a premium of R14 million over their carrying value.

On 13 August 2018, the group proposed the repurchase and delisting of the non-redeemable, non-participating preference shares.

For dividend declarations, refer to page 21 of this report.