DIRECTORS' REPORT
The directors have pleasure in submitting the financial statements of the company and the group for the year ended 30 June 1999.
Nature
of business
Rebhold Limited is an investment holding company whose businesses cover
a range of services, and wholesale and distribution activities, extending country
wide.
The following acquisitions became effective during the year:
| W Daly | Processing and blending of fruit juice concentrates |
| Bakers World | Wholesale food and packaging distributor |
| Browns and Weirs | Wholesale cash and carry businesses acquired from Tiger Oats Limited and merged with Jumbo Cash & Carry, in exchange for the transfer of a 30% shareholding in Jumbo Cash & Carry (Proprietary) Limited to Tiger Oats Limited. |
Financial results
The results of the company and the group are set out in the financial
statements.
The consolidated net income attributable
to ordinary shareholders amounted to
R 500 119 000 (1998: R95 508 000). Headline consolidated net income attributable to ordinary shareholders
amounted to R191 500 000 (1998: R95 508 000).
Share Capital
The following shares were issued
during the year under review:
| Effective Date | Number of Shares |
Issue Price (cents) | Consideration | |
|
|
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| In Issue at | 30 June 1998 | 163 070 495 | - | |
|
|
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| 2 July 1998 | 3 145 026 | 515 | R16 196 884 | |
| 2 July 1998 | 1 000 000 | 1 000 | R 10 000 000 | |
| 2 July 1998 | 537 388 | 1 600 | R 8 598 208 | |
| 2 July 1998 | 283 000 | 690 | R1 952 700 | |
| 2 July 1998 | 2 500 000 | 298 | R7 450 000 | |
| 14 October 1998 | 324 841 | 1 575 | Capitalisation issue | |
| out of share premium | ||||
| 18 December 1998 | 763 161 | 495 | R3 777 647 | |
| 18 December 1998 | 2 193 977 | 690 | R15 138 441 | |
|
|
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| In issue at | 30 June 1999 | 173 817 888 | ||
|
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Rebhold
share incentive scheme
On 30 June 1999 the
Scheme held 1 155 235 Rebhold shares. Options over 3 247 493 shares were granted
to the scheme and exercised by directors and employees during the year at prices
ranging between 1 380 and 1 440 cents per share.
Events
subsequent to the balance sheet date
Subsequent to 30 June
1999, 1 099 000 ordinary shares have been issued in part consideration
for the acquisition of various businesses.
Effective 1 July 1999 the businesses of M & D Catering Distributors and Knights Food Services were merged with those of Fridge Foods Group (Proprietary) Limited in exchange for a 30% shareholding in the combined business.
On 30 July 1999 Rebhold acquired the Coin Security group, which acquisition has been implemented.
Directorate
and secretary
The name and address
of the company secretary and the names of the directors appear on page 25.
Mr Gawith resigned on 30 November 1998.
Mr Till was appointed on 16 February 1999 and Mr Cohen was appointed on 1 March 1999.
In terms of clause 53.2 of the articles of association Messrs Brodie, McIntyre and Nkuna retire at the forthcoming annual general meeting but, being eligible, offer themselves for re-election. In terms of clause 53.3 of the articles of association Messrs Cohen and Till retire at the forthcoming annual general meeting but, being eligible, offer themselves for re-election.
On 30 June 1999 the directors of Rebhold held beneficially, directly or indirectly, in aggregate 18 120 918 Rebhold shares. A register of interests of directors in the capital of the company is available for inspection at the registered office.
Subsidiaries
Details of the company's
principal subsidiaries and changes therein are set out on page 51 of the financial
statements. The aggregate profit
after taxation of subsidiaries attributable to the company amounted to R173
500 000 (1998: R80 601 000).
Capitalisation
share award and dividend
It is the policy of
Rebhold to declare and pay a single annual dividend.
Notice was given that shareholders would be awarded capitalisation shares, based on the ratio that 17 cents multiplied by 1,05 bears to the weighted average price of Rebhold shares traded on the Johannesburg Stock Exchange for the three days ended on 30 September 1999, provided that shareholders were entitled to elect, in respect of all or part of their shareholding, to receive a cash dividend of 17 cents per share. The last day to register for the capitalisation share award and cash dividend was 3 September 1999.
Borrowing
limitations
In terms of the articles
of association, the directors may exercise all powers of the company to borrow
money as they consider appropriate. The
borrowing powers of the directors are unlimited.
Special
resolutions
On 10 June 1999 the
share premium of the company comprising R547 662 000 was reduced by an amount
of R547 662 000 so as to comprise R nil, which reduction was effected by writing
down against the share premium the value of investments in goodwill and trade
marks. The special resolution was
sanctioned by the High Court of South Africa in terms of section 84 of the Companies
Act No. 63 of 1971, as amended, on 15 June 1999.
Certain of the subsidiaries adopted new articles of association during the year in compliance with the requirements of the Johannesburg Stock Exchange.