Bidvest Namibian iar - hires · 2016-11-15 · Pandula Trust The Pandula Trust is a voluntary...
Transcript of Bidvest Namibian iar - hires · 2016-11-15 · Pandula Trust The Pandula Trust is a voluntary...
NamibiaAnnual Integrated Report 2016
NamibiaFreight and Logistics
NamibiaFishing Industries
NamibiaCommercial and Industrial Services and Products
NamibiaAutomotive
NamibiaFood and Distribution
What’s insideWho we are
Bidvest Namibia is a group of companies listed on the Namibian Stock Exchange.
We have a diverse portfolio of businesses ranging from fishing, freight and logistics, services, trading and distribution, which comprises well recognised brands within the Namibian market.
Our fishing, freight and
logistics, services, trading and
distribution divisions employ
2 738
people, creating
shareholder value we
report on.
We believe in creating opportunities and growing people. We understand that people create wealth, and that companies only report it.
Our focus areas for our people are employment equity, industrial relations, employee health and safety, developing Namibians and attracting and retaining skilled Namibians.
In a big business
environment we run our
company with determination
and commitment evident in
a small business heart.
Bidvest Namibia operates a decentralised and highly entrepreneurial business model.
Our philosophy we subscribe to in all business dealings:
Transparency Innovation
Integrity Accountability
Excellence
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Statement of directors’ responsibilities and approval 62
Declaration by company secretary 62
Independent auditor’s report 63
Directors’ report 64 – 68
Accounting policies 69 – 77
Statements of financial position 78
Statements of profit or loss and other comprehensive income 79
Statements of changes in equity 80 – 81
Statements of cash flows 82
Notes to the financial statements 83 – 115
PERFORMANCE OVERVIEW
Chairman’s review 10 – 11
Chief executive’s review 12 – 15
Corporate governance report 18 – 19
Risk Committee report 20 – 21
Audit Committee report 22 – 23
Remuneration Committee report 24 – 27
Sustainability report 28 – 33
Operational reviews 34 – 51
Financial director’s review 54 – 56
Value added statement 57
Eight-year review 58 – 59
Segmental reporting 60 – 61
GROUP OVERVIEW
Who we are 1
Abridged Group structure 4 – 5
Operational highlights 6 – 7
Directorate 8 – 9
Shareholders’ diary 116
Administration IBC
For access on your mobile to the Bidvest
Namibia website, scan the barcode above.
Bidvest Namibia Limited Annual Integrated Report 2016
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Corporate social investmentDecentralisation, one of our business philosophies, includes corporate social investment. Each entity contributes to initiatives
they can identify with, seeking harmony with people, society and the environment. This creates a diverse and country-wide
spread of social responsibility invested in by the Group.
“Investment in our country, its people and their needs, its fauna and flora is the most rewarding of all our investments” – Sebby Kankondi, CEO
Bidvest Namibia Limited Annual Integrated Report 2016
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GROUP OVERVIEW
Pandula TrustThe Pandula Trust is a voluntary Bidvest Namibia employee initiative whereby our people
have the opportunity to donate directly from their salaries to a central pool.
Volunteers of the staff have formed a committee that finds and allocates these funds to so-called
“Angel deeds” which are aimed at helping those in need in our communities.
Winter KnightsAs part of their contribution to the Winter Knights Campaign, the Pandula Trust donated N$50 000
worth of blankets and food to the Round Table. The donation comprised 411 blankets and
N$25 000 worth of tinned food.
Milk for babiesClothes and toys were also donated to the beneficiaries of one Manica’s longest running
CSI projects, the Milk for Babies initiative. Started in 2005, the initiative was aimed at providing
baby formula milk to mothers who were HIV positive or could not breast feed. “The milk has really
been a lifesaver for many,” said Hilka Shiwaldo, a state social worker.
ImmunisationThe Pandula Trust was the first to heed a call by the Ministry of Health and Social Services for
support in encouraging mothers to have their children immunised. The latest round of state-funded
immunisations are aimed at ensuring the all children in the country are immunised against the
various child diseases, including Polio and Measles. The Pandula trust donated a large volume of
smarties and juice boxes that will be handed out to the children that are brought for immunisation
at the mobile points.
smarties
Bidvest Namibia Limited Annual Integrated Report 2016
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Bidvest Namibia Limited abridged Group structure
We remain alert for
acquisition opportunities to
reinforce our commercial activities
BIDVEST NAMIBIA LIMITED
BIDVEST NAMIBIA
INFORMATION
TECHNOLOGY
100%
UNITED FISHINGENTERPRISES 100%
ATLANTIC HARVESTERSOF NAMIBIA 100%
NAMIBIA BUREAUDE CHANGE
49%
BIDVEST NAMIBIA
FISHERIES HOLDINGS
(BIDFISH)
100%
NAMSOV INDUSTRIALPROPERTIES
100%
TETELESTAIMARICULTURE
100%
CARAPAU FISHING25%
COMET INVESTMENTSCAPITAL100%
PESCA FRESCA LDA49%
NAMIBIAN SEA PRODUCTS
100%
TWAFIKA FISHINGENTERPRISES
75,10%
TRACHURUS FISHING100%
NAMSOV FISHING ENTERPRISES 69,55%
FISHINGDIVISION
BIDVEST NAMIBIAAUTOMOTIVE
DIROYALMOTORS
(trading as Novel Motor Company)
100%
CARHEIMINVESTMENTS
100%
AUTOMOTIVEDIVISION
FINANCIAL SERVICESDIVISION
Bidvest Namibia Limited Annual Integrated Report 2016
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GROUP OVERVIEW
Decentralisation is a
key philosophy
BIDVEST NAMIBIA LIMITED
BIDVEST NAMIBIA
MANAGEMENT SERVICES
100%
CECIL NURSE NAMIBIA(trading as CN Business
Furniture) 100%
KOLOK NAMIBIA100%
BIDVEST NAMIBIAPLUMBLINK
100%
RENNIES TRAVEL(NAMIBIA)
100%
VOLTEX (NAMIBIA)100%
WALTONS NAMIBIA100%
BIDVEST NAMIBIA STEINER(division of Bidcom)
MINOLCO (NAMIBIA)(trading as Konica Minolta)
100%
TAEUBER & CORSSEN(SWA)100%
MANICAGROUP NAMIBIA
100%
LUBRICATIONSPECIALISTS
100%
LÜDERITZ BAY SHIPPING& FORWARDING
100%
MANICA TRADING100%
MONJASANAMIBIA
57%
ORCA MARINE SERVICES60%
WALVIS BAY AIRPORTSERVICES
100%
WALVIS BAYSTEVEDORING COMPANY
55%
WOKER FREIGHTSERVICES
100%
BIDVEST NAMIBIACOMMERCIAL AND
INDUSTRIAL SERVICES AND PRODUCTS 100%
CATERPLUS NAMIBIA100%
ELZETDEVELOPMENT
100%
MATADORENTERPRISES
100%
T&C PROPERTIESNAMIBIA 100%
T&CTRADING100%
LENKOW100%
FREIGHT AND LOGISTICSDIVISION
FOOD AND DISTRIBUTION DIVISION
COMMERCIAL AND INDUSTRIAL SERVICES
AND PRODUCTS DIVISION
BIDVEST NAMIBIA
COMMERCIAL
HOLDINGS (BIDCOM)
100%
BIDVEST NAMIBIA
PROPERTY HOLDINGS
100%
Bidvest Namibia Limited Annual Integrated Report 2016
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Operational highlights
New division
On 31 July 2015 the Group acquired Novel Motor
Company, thereby enhancing its basket of products,
diversifying its operations and adding a new division
to the established base of the Group.
Our people
Investment in
training was N$6,8 million
in 2016, reflecting the
emphasis of the Group to
train and retain skilled
Namibians.
09 10 11 12 13 14 15 16
16,5%Headline earnings per share(cents)160
140
120
100
80
60
40
20
0
900800700600500400300200100
009 10 11 12 13 14 15 16
4,6%Net tangible asset value per share(cents)
80706050403020100
09 10 11 12 13 14 15 16
Final Interim
32,1%Distribution per share(cents)
500450400350300250200150100
500
09 10 11 12 13 14 15 16
43,0%Attributable profits(N$’million)
Bidvest Namibia Limited Annual Integrated Report 2016
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GROUP OVERVIEW
Plumblink
Plumblink, a plumbing and kitchen accessories business was opened during the current year under the Commercial and Industrial Services and Products division.
A demanding year
Challenges in various industries resulted in a disappointing year for Bidvest Namibia.
700
600
500
400
300
200
100
009 10 11 12 13 14 15 16
28,0%Trading profit(N$’million)
3 500
3 000
2 500
2 000
1 500
1 000
500
009 10 11 12 13 14 15 16
4,5%Total assets(N$’million)
700
600
500
400
300
200
100
009 10 11 12 13 14 15 16
42,8%Operating profit(N$’million)
700
600
500
400
300
200
100
009 10 11 12 13 14 15 16
27,0%Cash generated by operations(N$’million)
1 500
1 250
1 000
750
500
250
009 10 11 12 13 14 15 16
Share price(N$’million)
4,5%
4 0003 5003 0002 5002 0001 5001 000
5000
09 10 11 12 13 14 15 16
Revenue (N$’million)
9,2%
Bidvest Namibia Limited Annual Integrated Report 2016
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CHIEF EXECUTIVE OFFICER
EXECUTIVES
NON-EXECUTIVE CHAIRMAN
Directorate
Sebulon Inotila Kankondi 50
Qualification: Post-graduate degree: Business Administration (Unisa)
Appointed: August 10 2007
Board committee membership: Nomination, acquisition, risk and executive
(chairman)
Director of several Bidvest Namibia subsidiaries, Sebby rejoined Bidvest Namibia after he spent six years as the Managing Director of the Namibian Ports Authority. He was trained as a mechanical engineer and holds a degree in Business Administration.
He has also successfully completed UCT and Stellenbosch Business School Programmes in Marketing and Business Management and Leadership. He took part in more than three assignments in the Middle East, Norway and the USA exposing him to modern management practices in freight and logistics.
Jan Arnold 57
Managing director of Bidvest Namibia Fisheries Holdings
Qualification: BCom (Accounting) (Pretoria)
Appointed: January 17 2007
Resigned: July 1 2016
Board committee membership: Acquisition, risk and executive
Director of several Bidvest Namibia subsidiaries, Jan has more than 28 years’ executive experience in the fishing and mining industries. He is a council member of the University of Namibia and a trustee of the Namsov Community Trust. He is a former member of the Advisory Council of the Ministry of Fisheries and Marine Resources, the Sam Nujoma Marine and Coastal Resources Research Centre and the Midwater Trawl Association of Namibia. In addition, Jan is a former trustee of the Namibian Maritime and Fisheries Training Institute.
Theresa Weitz 39
Financial director
Qualification: CA(Nam), B Accounting (Hons)
(Stellenbosch)
Appointed: August 18 2011
Board committee membership: Acquisition, risk
and executive
Director of several Bidvest Namibia subsidiaries, Theresa has 14 years’ managerial experience across various industries. She is a former group financial manager of the Ohlthaver & List group of companies.
Lindsay Ralphs 61
Qualification: CA(SA)
Appointed: March 3 2014
Lindsay is chief executive of Bidvest South Africa and a director of various Bidvest subsidiaries. Lindsay joined Bidvest as operations director in 1992.
In 1994, he was appointed managing director of Steiner. Following the acquisition of Prestige, Bidserv was created. Lindsay became its chief executive. Lindsay was appointed CE of Bidvest South Africa in February 2011. Lindsay was appointed to the board of Adcock Ingram in 2014.
Bidvest Namibia Limited Annual Integrated Report 2016
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GROUP OVERVIEW
NON-EXECUTIVE DIRECTORS
Martina Mokgatle-Aukhumes 47
Appointed: August 10 2007
A director of several boards in the fishing industry, Martina is a communication and public relations specialist. She has executive experience in the Ministries of Education, Regional and Local Government and Fisheries and Marine Resources and has held senior positions with Sea Harvest and Alexander Forbes Group Namibia. Martina is currently executive director of Naneni Investments and the Bonsai Fishing and Aquaculture Project.
Jerome Davis 73
Qualification: CA(SA)
Appointed: December 1 2015
Jerome grew up in Namibia and is currently a director of a number of companies in the public and private sectors, and also runs his own management consultancy.
He qualified as a Chartered Accountant at the age of 25, at which point he left private practice for the world of commerce and industry. He has been active in diverse industries ranging from fishing; motor dealerships and assembly; to electronics and logistics.
He returned to Namibia in 2011, when the late Harold Pupkewitz invited him to serve on the board of Pupkewitz Holdings. With the passing of Mr Harold Pupkewitz, Jerome led the Pupkewitz Group for a number of years as CEO.
Martin Kaali Shipanga 48
Qualification: BCom (Wits), Masters in Public Policy and Administration
Appointed: August 21 2009
Board committee membership: Audit and risk (chairman)
Martin completed in-service training at De Beers prior to serving the City of Windhoek for 10 years, initially as deputy head of finance and then as deputy chief executive before becoming the city’s chief executive. In 2004, he became a member of the founding executive team at Nedbank Namibia and was the bank’s first indigenous managing director. Martin subsequently established SmartSwitch Namibia, a joint venture between Nampost and Net 1 Technologies.
He has served as a director of various public and private companies and currently sits on the boards of Zebra Holdings, Ebank and Mutual & Federal. He is chairman of the Frans Indongo Group. Martin is a full-time entrepreneur and manages a property portfolio. In addition, he is the founder of Mamma Fresh, Moola Mobile and Tusk Mobile & Electronics.
Hans-Harald Müseler 67
Qualification: CA(Nam)/(SA) MBA (Stellenbosch)
Post-Graduate Diploma: Compliance and Board
Governance (UJ)
Appointed: August 10 2007
Board committee membership: Audit (chairman),
remuneration and risk
Hans-Harald, a professional with 29 years’ experience as an accountant and auditor, retired as a partner in the assurance division of PricewaterhouseCoopers. He is an independent full-time non-executive director and trustee and serves on the boards of entities in the private and public sectors of Namibia, with audit committee responsibilities.
Pieter Christiaan Steyn 68
Qualification: PMD, Harvard
Appointed: January 17 2007
Board committee membership: Nomination
Director of several Bidvest subsidiaries. Pieter has 38 years’ experience in the fishing, freight, logistics, terminals and travel industries.
Bidvest Namibia Limited Annual Integrated Report 2016
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Chairman’s review
“Here at Bidvest Namibia, the work of renewal was
underpinned by two related themes – innovation
and the strategic drive to rebalance the
business.” Lindsay Ralphs, non-executive chairman
In a challenging year, Bidvest Namibia achieved
considerable forward momentum with its long-
term strategy of diversifying the base of business.
Our entry into motor vehicle retailing at the
beginning of the period underlines our commitment
to Namibia and our determination to achieve
strategic balance across our Group.
Our acquisition of the Novel Motor Company on
July 31 2015 was neither spontaneous nor
opportunistic. In recent years we have examined
several opportunities for meaningful expansion
that would ensure a close strategic fit with our
current operations.
We are an acquisitive group, but we do not pursue
any and every deal. We look for businesses with
energetic managers and good prospects. Novel
ticked all the boxes.
We see potential for sustained organic growth in
motor retailing. We also believe there are areas
in which our Group can add value to the Novel
business. At the same time, the acquisition widens
our base and creates a new profit driver at a time
when some traditional sources of Group profit have
come under pressure.
Wide-ranging strategyThis transaction should not be viewed in isolation.
In the review period, we completed the acquisition
of 49% of Namibia Bureau de Change, our first
entry into the financial services industry.
The Commercial and Industrial Services and
Products division opened Namibia’s first branch of
Plumblink, a plumbing and kitchen accessories
business – another area in which we see
Strategic growth and
diversification gain traction
New Automotive division
boosts Group revenue
Group HEPS of
86,2 cents
per share with EPS of
86,9 cents per share
Total annual dividend of
38 cents per share
Group impacted by global
headwinds and lower
access to fishing quotas
Partnerships for growth
as we deliver efficiencies
for SMEs
Bidvest Namibia Limited Annual Integrated Report 2016
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PERFORMANCE OVERVIEW
significant scope for expansion as Namibians
improve their homes and new construction takes
place.
Bidfish simultaneously made significant strides
with its own downstream diversification strategy by
taking a major stake in a Mozambican distribution
company.
Clearly, diversification is making important
headway while sending a strong signal that our
Group is firmly committed to continued investment
in Namibia.
Results and dividendsOne benefit of ongoing diversification was
highlighted in our 2016 results as the contribution
of the recently formed Bidvest Namibia Automotive
division helped the Group achieve a measure of
revenue growth.
However, overall results were disappointing.
Though revenue was up by 9,2%, trading profit
fell by 28%.
Group headline earnings per share (HEPS) moved
16,5% lower to 86,2 cents per share (2015:
103,2 cents) while earnings per share (EPS) fell
by 36,2% to 86,9 cents (2015: 136,5 cents).
The board of directors declared a final cash
dividend of 18 cents per share, bringing the total
annual dividend to 38 cents per share (2015:
56 cents per share), a decline of 32,1%.
HeadwindsGroup performance reflects the impact of global
headwinds and some adverse domestic factors.
Weak demand for resources and the depressed
state of the world oil and gas industry had material
effect on our Freight and Logistics business.
Volumes were substantially lower.
Meanwhile, our fishing businesses were affected
by pressure on the biomass and a continuation of
low quota allocations. Namsov, our specialist
horse-mackerel fishing business, was particularly
hard hit.
Within our commercial operations, a generally
pleasing uptick in profit was cancelled out by
continued losses at Voltex, the electrical supply
business. Urgent remedial action is under way.
Food and Distribution faced some consumer
down-trading, but made progress with its
turnaround strategy.
National contributorsWe succeed as a business when Namibia
succeeds as a nation. This basic principle shapes
our attitudes and strategies.
Our Group does not only support Namibia’s
development through continued investment. Our
business activities make a positive contribution to
national policy goals in numerous ways.
Our fishing businesses clearly contribute to food
security, not only in our domestic market, but
Africa-wide. Other Group operations also help in
the achievement of national objectives.
Our food and distribution operations have an
important role in the retail economy as valued
suppliers to hotels, restaurants and industrial and
institutional caterers.
Our Commercial and Industrial Services and
Products business makes an even more
fundamental contribution. They operate in the
business-to-business environment, providing
support in areas as diverse as computer
consumables, office furniture, office technology
and electrical products for the construction
industry.
Partners for growthGrowing the economy by growing SMEs is a key
aspect of government policy. We also have a keen
interest in the growth of small, medium and micro-
enterprises as they are our customers.
To help them face competitive pressures we
increasingly operate as the partners of these
businesses, helping them achieve efficiencies
while delivering solutions designed to secure
competitive advantage.
In our Fishing division we set up a partnership in
the form of the creation of a new company,
Carapau during the previous financial year, in
which we have minority interest. This is to the
advantage of all parties, as new entrants have
access to funding as well as expertise. We have
sold the vessel to Carapau at market value,
repayable over five years.
Positive developmentsWe help our businesses develop when we help
Namibia develop.
This has long been our philosophy and helps to
explain our continued investment in training and
personal development in good times and bad.
Constant upskilling from entry level to management
is one of the critical pillars of sustainable business
practice and has enabled us to improve lives while
supporting national policy initiatives such as
Namibianisation of the economy; specifically, the
fishing industry.
Qualified Namibians have now reached officer
grade in our fishing fleet – a watershed
development for our Group and for the country.
Our developmental agenda also includes
community initiatives and once again I thank our
empowerment partners at Ovanhu Investments
and the Namsov Community Trust. Their input
helps us ensure that much-needed resources are
effectively applied.
Clear visionFor any intervention or initiative to succeed it is
necessary for clear strategic direction to be given.
Setting out that vision is a leadership responsibility.
I therefore salute Namibian President, Hage
Geingob, for using the State of the Nation Address
to give every citizen, organisation and business a
unique insight into national strategy.
His Harambee Prosperity Plan sets out policy
priorities and objectives while emphasising the
need for transparency and accountability as the
strategy is implemented. We welcome this road
map to a new future and assure the president that
Bidvest Namibia will continue to play its part in the
achievement of national goals.
AppreciationThe people of Bidvest Namibia faced tough
business conditions in 2016 and put in another
commendable effort. I thank them all for their
dedication and hard work. Our managers also
deserve growing recognition. Succession planning
increasingly focuses on the development of
Namibians into responsible positions. They are
taking on new responsibilities and achieving
important goals.
I also extend my thanks to senior management and
my colleagues on the Group’s board of directors.
As always, their strategic input has proved
invaluable.
The contribution of our customers and suppliers is
crucial to our growth and I thank them for their
continued support and for the spirit of collaboration
that increasingly characterises these relationships.
The coming yearOur Fishing division continues to face significant
challenges as almost all the key economic drivers
are against us. Macro-economic conditions may
prove challenging, but our teams have the capacity
to innovate, increase market share and grow their
businesses, even in the face of difficult market
conditions.
All businesses will investigate new avenues for
growth while optimising opportunities in core areas
of activity. Cost reduction and efficiency remain
points of focus.
The process of acquisitive growth gathered
momentum in 2016. This does not mean we will
pay less attention to diversification through
strategic acquisitions in the months ahead. When
we see opportunities for growth we will not
hesitate to pursue them… in 2017 and into the
future.
Lindsay Ralphs
Non-executive chairman
Bidvest Namibia Limited Annual Integrated Report 2016
11
Chief executive’s review
“At Bidvest Namibia, we strive to deliver results in
line with our core values.” Sebulon Kankondi, chief executive officer
Overview
Our businesses achieved encouraging progress in
many areas, but external factors had material
impact on financial performance and teams
unfortunately failed to meet overall expectations.
A pleasing rise in revenue put the spotlight on the
benefit of strategic diversification as results
reflected an 11-month contribution by the newly
acquired Novel Motor Company. The transaction
takes the Group into a new area of activity and
significantly widens our base.
During the year, Novel was successfully
consolidated into the Group structure and
repositioned as the Bidvest Namibia Automotive
division. Its 2016 revenue contribution topped
N$755 million.
Overall, the Group benefited from currency effects
as the Namibian dollar weakened in the course of
the year.
Unfortunately, not all macro factors were
supportive.
Rise in revenue as result of acquisitive
diversification
Group benefited from
currency effects
Year-on-year growth at Commercial and
Industrial Services and
Products
Lack of project work in
freight and logistics industry
Focus remains on talent
and development
Diversification remains
key to success
Bidvest Namibia remains
true to its decentralised
model
Strong focus on
savings and efficiencies
Bidvest Namibia Limited Annual Integrated Report 2016
12
PERFORMANCE OVERVIEW
The continued downturn in the offshore oil and gas
industry created challenges for our Freight and
Logistics business. The pipeline of new project
work was severely impacted.
Weak global demand for Africa’s commodities put
pressure on neighbouring states. This translated
into lower freight volumes along major trading
corridors to and from Namibia’s ports.
At the same time, depressed fishing quota
allocations in the horse-mackerel sector impacted
fleet utilisation and profitability at Bidfish. Horse-
mackerel prices in hard currencies fell, while a
lower incidence of large fish sizes in the overall
sizing mix kept prices under pressure.
Acute pressure on the pilchard resource created
further challenges for Bidfish.
Other external factors had mixed effects. Spending
on construction and infrastructure held up well in
the early part of the year, with positive knock-on
effects for some of our businesses, but as the year
came to a close a slowdown in these sectors
became apparent.
Drought in inland areas, especially around
Windhoek, was clearly a concern, but our inland
operations are not large water users and impacts
across the Group were relatively minor.
Divisional review
Though Bidfish was subject to significant pressure,
many of our commercial teams did well and
achieved market share growth in a highly
competitive trading environment.
Food and Distribution was largely successful in a
strategic effort to find replacement volumes
following the loss of chicken sales in the wake of
government limitations on chicken imports and the
subsequent cancellation of the Namibia Poultry
Industry (NPI) contract. By year-end, divisional
sales were on par with prior year. However,
Food and Distribution results were inflated by the
receipt of a settlement in response to our claim
against NPI.
Most of the business units within the Commercial
and Industrial Services and Products division
posted pleasing results, showing growth in both
profit and revenue. Regrettably, sizeable losses
were again registered by Voltex, negating the
positive contribution from elsewhere in the division.
Remedial action is under way.
Freight and Logistics failed to meet revenue and
profit targets as port visits fell, freight volumes
stalled and project work went into decline.
However, new business success was achieved
when the division won a tender in the mining
industry.
Our Automotive division performed broadly in line
with expectation at the time of Novel’s acquisition.
Continuity was assured as we followed standard
Bidvest practice and left senior management in
place. Automotive teams did well despite a softer
new car market in the second half. Investments
were maintained in facilities and skills
development.
Bidfish again went through a disappointing period.
There were no further cuts in its share of the
commercial horse-mackerel quota, but stabilisation
has entrenched a 50% fall in the traditional quota
made available to our fishing fleet.
To better align catch capacity with available
volumes, the horse-mackerel fleet has been
downsized. One vessel was sold in the prior period.
Another vessel was sold to the partners in the
Trachurus joint venture when they exited this
structure.
There are three vessels left in the fleet. Further
fleet downsizing may have to be considered if
quotas prove insufficient to maintain vessel
utilisation at acceptable levels.
Though the Trachurus partnership has come to an
end, Carapau – a new joint venture to assist
fishing industry newcomers – put in a strong
performance. We hold 25% of Carapau equity and
this contribution to the Group is reported as an
equity accounted investment. Carapau’s catch
therefore does not add to our 2016 volumes.
Previously, we purchased the allocations held by
our Carapau partners and the catches formed part
of overall Namsov volumes.
Unfortunately, the pilchard resource came under
growing pressure in the review period. Pressure
was such that an agreement was entered into with
another Namibian player in the pilchard industry,
whereby our UFE vessels were given the task of
bringing in the total catch while all canning
operations were carried out by our industry
counterparts.
Financial performance
Revenue rose by 9,2% to N$3,9 billion (2015:
N$3,5 billion), with trading profit down by 28% at
N$294,9 million (2015: N$409,7 million).
Cash generation declined by 27% to
N$388,2 million (2015: N$531,7 million). The
trading margin dropped to 7,6% (2015: 11,6%).
This is attributable to lower operating profit in the
various divisions.
Our cash position is sturdy and our balance sheet
strong, giving us the capacity to seek continued
growth, both acquisitive and organic.
Efficiency and service
Though Bidvest Namibia remains true to its
decentralised business model, certain common
themes are evident across the Group. Without
exception our managers and staff maintain strong
focus on savings and efficiencies.
Areas for focused attention include working capital
management, debtors management and improved
inventory controls.
Another common theme in 2016 was the emphasis
on customer service. Many of our teams are
redefining their relationship with customers. The
traditional supplier-customer interface is being
replaced by a partnership approach. Our teams
increasingly look to anticipate customer demands
and customise solutions that meet specific needs.
This new philosophy requires insight. Teams have
to develop a close understanding of a customer’s
business and explore areas where they can add
value, either by delivering savings or by meeting
emerging demands from the end-user.
In this environment, business as usual is gradually
being replaced by a more flexible and proactive
response to customer requirements.
On the staffing front, this means our people have
to be knowledgeable, confident and willing to go
the extra mile. Investment in training and
knowledge transfer is therefore essential. We
spent N$6,8 million on training.
Diversification
Another key theme was diversification.
The example was set at Group level when we
purchased Novel Motor Company in July 2015.
The acquisition brings an additional 200 staff
members to our Group and I am happy to welcome
them to the Bidvest Namibia family.
Bidvest Namibia Limited Annual Integrated Report 2016
13
Chief executive’s review – continued
Expansion into automotive retailing brings a new
dimension to the Bidvest Namibia portfolio. The
acquisition will further strengthen the Group’s
revenue stream while broadening our business
base. In relative terms, we reduce our exposure to
the fishing industry and address the strategic risk
associated with reliance on a resource that is
subject to significant fluctuation.
Diversification did not end there. At Commercial
and Industrial Services and Products we saw
expansion into a new area of opportunity –
specialist supplies into the plumbing, bathroom
and kitchen sector – as the division opened
Namibia’s first Plumblink branch.
In addition, Bidfish has diversified by gaining
growing exposure to downstream distribution of its
product ranges, creating the potential for strong
sales growth.
Management teams across the Group are now
exploring ways of widening their traditional base of
products and services, thereby supporting
customer relationships while strengthening our
competitive position.
The strategic intention to deliver a wider range of
services has been welcomed by customers who
value a sturdy relationship with a reliable, quality-
focused partner.
Namibian credentials
A factor that resonates strongly with our customers
is our status as a company with enduring Namibian
roots that makes a significant contribution to the
national economy.
Local development and jobs are important to us.
We are therefore keen to engage with the
authorities – and other potential partners – on
projects with the potential to create new
employment opportunities.
It is a source of regret that in 2016 our staff
complement fell from 3 305 to 2 738. This was
caused by the suspension of pilchard canning
activities (consequently almost no seasonal hiring
took place at the United Fishing Enterprises (UFE)
factory) and the sale of two vessels from our fleet.
However, crew members retained their jobs as the
new owners of the vessels agreed to take on the
crew when ownership was transferred.
In addition, job numbers at Freight and Logistics
fell as staffing was adjusted in line with sluggish
activity levels. For the most part, streamlining was
the result of staff attrition.
Harambee
As a Group we are firmly committed to the work of
nation-building and community development. This
longstanding commitment is reflected in the
corporate social investment initiatives championed
by Bidvest Namibia and individual businesses
within the Group. Furthermore, the Namsov
Community Trust and the employee-driven
Pandula Trust continue to invest in community
upliftment.
We therefore applaud the Harambee Prosperity
Plan announced by President Hage Geingob during
his second State of the Nation Address to
Parliament. Government’s intention is to foster
effective governance and service delivery,
economic growth, social progression, infrastructure
development and international cooperation.
Our president pledged himself to a more
transparent Namibia, a culture of high performance
and citizen-centred service delivery and a major
effort to combat poverty while promoting education
and training, entrepreneurship and enterprise
development.
Bidvest Namibia not only supports the various
components of the Harambee strategy, we also
salute the effort to create a national sense of
purpose that all Namibians can buy into.
There is more to life than the day job and looking
after your own narrow interests. It is important to
set out a vision, mission and values.
We were delighted to see areas of commonality
between our own culture and the priorities laid out
in the Harambee plan – transparency and
accountability, entrepreneurship and innovation,
service excellence and social justice.
Policy alignment
Alignment with national strategy has long been
evident at Bidvest Namibia. Our involvement in the
work to protect fishery resources is only one
example.
Official efforts to promote the Namibianisation of
the local fishing industry have also been embraced
by our fishing businesses.
As a long-established commercial operator, we are
in a position to make a substantial contribution to
the development of the industry.
Newcomers not only look for access to the
industry, they also look for commercial success.
This takes know-how, experience, marketing skills
and fishing vessels – all of which can be provided
by a seasoned operator such as Bidfish.
We have always been willing to share our
knowledge and facilities. Our preferred platform is
the joint venture. An early foray into this field
occurred several years ago when we launched the
Trachurus joint venture in tandem with a group of
industry entrants.
Unfortunately, this structure came to an end last
year. However, we remain committed to efforts to
address high barriers to industry entry and enable
newcomers to begin commercial operations from a
viable base. We therefore launched a successor
joint venture – Carapau – which got off to a
promising start in 2016, its first full year of
operations.
We will continue to support our industry in this
way.
Policy success
Incubating a new wave of Namibian fishing
industry entrepreneurs is just one plank of official
policy. It is also important to ensure fishing in
Namibian waters supports Namibian jobs and the
development of Namibians into positions of
responsibility.
Bidvest Namibia has also collaborated in this work.
Some years ago, Namsov became the first
midwater trawling operator to operate with
Namibian crew, bringing to an end the era in which
foreign crews – frequently on foreign vessels –
were the sole beneficiaries of onboard job
opportunities.
The next goal was to create a situation in which
Namibian crews were directed by Namibian
officers, rather than foreigners.
Bidvest Namibia Limited Annual Integrated Report 2016
14
PERFORMANCE OVERVIEW
A huge step along this road was made in 2016
when the first Namibian officers were deployed to
our fishing fleet – another first for Bidvest Namibia
and another example of private sector collaboration
in the achievement of national goals.
Bidfish – after years of substantial investment –
has successfully trained 10 Namibian navigation
and engineering officers. They hold the same
qualifications as their Russian counterparts in the
Namibian fishing industry, following intensive
training at the Kaliningrad training academy.
Some of those Namibian officers are now working
on board our vessels. Others have returned to
Kaliningrad to further their studies.
A tipping point in the Namibianisation of our fishing
industry has been achieved, and Bidvest Namibia
is proud of the contribution it has made to this
process.
People development
Training investment continued unabated in 2016.
Principal focus of this effort is the development of
previously disadvantage Namibians.
The promotion of our own people into senior
positions is a key feature of succession planning at
Bidvest Namibia. Pleasing improvements at
Waltons were achieved under the direction of a
new managing director – promoted from within.
This is a strong signal to talented Namibians. We
do not “buy in” outside managers, we identify and
develop our own whenever we can.
Talent development and retention have emerged
as strategic priorities at Bidvest Namibia.
Commentators often draw attention to the national
skills shortage in Namibia. Less attention is given
to the opportunities. This opens up for energetic
individuals who are willing to work hard, commit to
lifelong learning and acquire new competencies.
To grasp these opportunities, young Namibians
with managerial potential not only need a good
basic education, they also need to find a company
that shares their ambitions for sustainable growth.
Bidvest Namibia is that company. We rely on our
people. They drive our growth. In return, we drive
their development.
Appreciation
Though 2016 was a challenging year, our Group
made continued progress and I thank all managers
and their teams for another solid contribution. As
trading conditions deteriorated they stepped up
their efforts and in many areas of the Namibian
economy we entrenched our competitive edge.
I am also indebted to our directors and chairman.
Our business benefits greatly from their knowledge
and commitment to the long term. Our Group
maintains significant levels of investment, no
matter what the state of the national economy. It
takes courage and strong leadership to maintain
commitments in good times and in bad, and I am
happy to acknowledge the contribution made by
our board and the lead given by our chairman.
Of course, business is impossible without
customers and I extend my thanks to them all.
They are the reason we are in business and the
reason we made some important gains over the
past year.
I also acknowledge the contribution made by our
suppliers. A cohesive relationship is vital if we are
to work together to meet customer needs, and
I thank them for their cooperation in sometimes
difficult business conditions.
The year ahead
Results over the past year failed to meet
expectation, but in many respects the Group made
some crucial gains. Businesses were consolidated
and streamlined. Savings and efficiencies were
achieved. Turnaround strategies were developed
and put in place.
Diversification and innovation continued. Our
businesses encountered challenges, but emerged
stronger than before.
Challenges are certainly evident at Bidfish. As the
new period began, fish prices remained subdued
and concerns around low fleet utilisation levels
persisted.
However, Bidfish remains the Group’s largest profit
contributor and will look to optimise every
opportunity in the year to come. New markets are
being explored across Africa and new partnerships
are being forged.
Our new Automotive division made a promising
start as an integral part of Bidvest Namibia.
Investment in dealerships and facilities is being
stepped up.
Food and Distribution achieved much closer
integration of internal structures in 2016, creating
a platform for renewed growth. Customer claims
against the business have been driven lower, a
signal that the divisional effort to improve service
and efficiency is building momentum. These
efforts will be redoubled.
In 2016, our Freight and Logistics business
showed its resilience and a more streamlined
operation is focused on new opportunities. The
potential for expansion into supply chain logistics
and warehousing will be actively pursued.
At Commercial and Industrial Services and
Products many of our teams achieved strong
momentum. Divisional efforts were hampered by
deeply disappointing results at Voltex. Remedial
efforts have already begun, and we eagerly await
the effect on the bottom line.
In the year to come, all divisions will focus on
organic growth, notwithstanding a macro-
economic environment that could well become
increasingly difficult. All teams will maintain the
focus on savings and efficiencies. Good progress
was made in 2016. This creates a base for further
efficiency gains.
Opportunities for acquisitive growth will not be
neglected. The Group is strongly capitalised and
will continue to seek out opportunities to widen its
base of operations. We firmly believe in Namibia’s
potential and once again we plan to invest in it.
Sebulon Kankondi
Chief executive officer
Bidvest Namibia Limited Annual Integrated Report 2016
15
Kingsley HolgateNovel Motor Company together with other business partners brought Kingsley Holgate to
Namibia in 2016. Holgate is a Land Rover Brand Ambassador who is known for having conquered the
African continent in Land Rovers. He spent the time in Namibia with talks to specially invited Land Rover
guests, members of the Land Rover Owner’s Club of Namibia and members of the media about his travels,
his humanitarian work and his involvement in Project Rhino.
“Dear friend! Life in a Land Rover – well that’s an adventure! Best regards – Kingsley Holgate”
Bidvest Namibia Limited Annual Integrated Report 2016
16
PERFORMANCE OVERVIEW
Lady Pohamba Ford sponsored an emergency response vehicle to the newly
built Lady Pohamba Private Hospital.
The Ecosport is agile and highly manoeuvrable, allowing the first responder paramedic to
access the scene of an emergency and stabilise patients while waiting for an ambulance to
transport patients to hospital.
Intelligence Support Against Poaching (ISAP) Novel Motor Company have sponsored the Intelligence Support Against Poaching (ISAP) with a Ford
Ranger to be used as a response vehicle in the field.
ISAP works very closely with the Namibian Police and the Ministry of Environment and have designed a mobile application that
enables the public to report suspicious activities concerning poaching and
other environmental issues in real time.
The Ford Ranger is ideally suited to working in rugged and sometimes hostile Namibian terrain where poachers pose a threat to
endangered species. The brand new vehicle was fitted with rails to enable full
functionality in the field, aligning
Ford’s Built Tough positioning with the vital work of protecting wildlife in Namibia.
Bidvest Namibia Limited Annual Integrated Report 2016
17
PhilosophyBidvest Namibia is committed to the highest level
of ethics, integrity and corporate governance and
embraces the recently adopted NamCode reports.
In alignment with our South Africa-based parent,
we also embrace the principles established in
South Africa’s King III Report.
Our directors regard good corporate governance
as pivotal to delivering sustainable growth in the
interest of all stakeholders. The board considers
corporate governance vitally important to the
success of our business and is unreservedly
committed to applying the principles necessary to
ensure that good governance is practised.
Corporate governance, which is ultimately the
responsibility of the board and its committees,
ensures that we conduct business in a responsible,
ethical and transparent manner. Senior
management, through the accountable and
transparent operation of our structures and
systems, helps to instil a culture of compliance.
Companies within the Bidvest Namibia Group
operate in a decentralised and incentivised
environment. In accordance with our corporate
governance policy, they adopt and implement
Bidvest Namibia’s policies, processes and
procedures with a view to maintaining sustainable
economic, social and environmental performance
in the interest of all stakeholders at every level
through the industries in which they operate.
Code of ethicsThe Company’s core values of accountability, open
communication and excellence are instilled via a
code of ethics applicable to all employees
throughout the Group. This code is adopted
annually. Employees behave ethically and honestly
under the leadership of the Bidvest Namibia
executive committee and board of directors. The
code sets out our business principles and provides
guidance to employees on how to apply them.
Bidvest Namibia acts with honesty, transparency,
fairness, responsibility and professional integrity in
its dealings with employees, shareholders,
customers, suppliers and society at large.
A fraud hotline through an independent third party
enables employees to report any perceived
irregular or unethical behaviour in a confidential
manner. Any irregularities are reported to the audit
committee. During the year under review, there
were no issues reported.
Group board of directorsProcedures for appointments to the board of
directors are transparent and handled by a
nomination committee consisting of CEO Sebulon
Kankondi and Piet Steyn. All directors are subject
to retirement by rotation and re-election by
Corporate governance report
ACQUISITIONS
COMMITTEE
As needed
H FERIS
G HOUGH(ACTING)
R RAPOSO
M SAMSON
W SCHUCKMANN
T WEITZ
S KANKONDI
T MBERIRUA
LINDSAY RALPHS
EXECUTIVECOMMITTEE
Monthly
H FERIS
G HOUGH(ACTING)
R RAPOSO
M SAMSON
W SCHUCKMANN
T VAN ROOYEN
T WEITZ(FD)
T MBERIRUA
S KANKONDI(CEO)
Meetings attended by:
REMUNERATION
COMMITTEE
As needed
Meetings attended by:
T WEITZ
P STEYN
Vacancy of D CLEASBY being filled
S KANKONDI
H MÜSELER*
NOMINATION
COMMITTEE
As needed
P STEYN
S KANKONDI
RISK
COMMITTEE
Quarterly
S KANKONDI
H FERIS
T MBERIRUA
R RAPOSO
M SAMSON
W SCHUCKMANN
T WEITZ
H MÜSELER*
G HOUGH(ACTING)
M SHIPANGA*(CHAIR)
AUDIT
COMMITTEE
Quarterly
INTERNAL
AUDIT
Vacancy of D CLEASBY being filled
MEETINGS ATTENDED BY
EXCO AND AUDITORS
AND DIVISIONAL FINANCIAL DIRECTORS
M SHIPANGA*
H MÜSELER*(CHAIR)
* Non-executive
BOARD OF DIRECTORS
shareholders. A third of the directors rotate
annually in accordance with the articles of
association, ensuring continuity of expertise and
experience.
Board composition reflects a balance of executive
and non-executive directors. A majority of non-
executive directors is independent. The board
currently comprises six non-executive and two
executive directors.
Birgit Eimbeck resigned from the board, effective
25 November 2015, due to timing constraints.
Brian Joffe resigned from the board, effective
25 November 2015 and David Cleasby resigned
from the board, effective 17 June 2016 due to the
restructure of the Bidvest Group Limited.
Jan Arnold resigned from the board, effective
1 July 2016 taking an early retirement. Jerome
Davis was appointed to the board, effective
1 December 2015.
The chairman is not considered an independent
director. The board believes the individuals on the
board make quality, independent judgements in
the best interests of the Company on all relevant
issues. The roles of chairman and CEO are
separate and clearly defined. No individual director
has unconstrained decision-making powers.
The board is governed by a board charter that sets
out the roles and responsibilities of the board. The
board is responsible and accountable for providing
effective and ethical leadership. Responsibilities
include addressing material and strategic issues,
directing the strategy and operations of the Group
to ensure the building of a sustainable business,
monitoring regulatory compliance and codes of
best practice, ensuring the communication of
adequate and timely information to stakeholders,
securing new acquisitions, monitoring operational
and investment performance, empowering
executive management, risk management and IT
governance and promoting good corporate
governance within Group subsidiaries.
Bidvest Namibia Limited Annual Integrated Report 2016
18
PERFORMANCE OVERVIEW
An effectiveness appraisal of the board of directors is conducted every two years through internal evaluation.
The development of directors and induction of new directors are conducted informally. The main issues
highlighted by the previous evaluation include improving public perception, engaging key stakeholders and
driving growth through projects and opportunities.
Directors dealing in securities policy and declarations of interestThe policy on directors trading in shares accords with Namibian Stock Exchange (NSX) Listings Requirements
governing securities dealings by directors. The policy not only covers Bidvest Namibia shares but other listed
investment securities in which Bidvest Namibia has a material beneficial interest. Any Bidvest Namibia share
transactions entered into by our directors require the prior approval of the CEO and are notified on SENS.
Directors’ declarations of interests are disclosed at quarterly board meetings and updated as and when required.
Attendance at meetings
MEMBERS JULY AUG NOV FEB MAY
Jan Arnold
Resigned 1/7/2016
David E Cleasby*
Resigned 17/6/2016 X X
Jerome D Davis*
Appointed 1/12/2015 – – –
Birgit Eimbeck*
Resigned 25/11/2015 R R R
Brian Joffe*
Resigned 25/11/2015 X X R R R
Sebulon I Kankondi
Martina Mokgatle-Aukhumes*
H Harald Müseler* X
Lindsay Ralphs*
Pieter C Steyn*
Martin K Shipanga*
Theresa Weitz
* Non-executive director : Present X: Apologies R: Resigned
Legislative complianceThe board is ultimately responsible for overseeing
Group compliance with all applicable laws, non-
binding rules, codes, standards and regulations.
This responsibility is delegated to management,
which is additionally responsible for implementing
an effective legislative compliance framework and
associated processes. The board is informed of
compliance and any non-compliance through
proactive quarterly reporting. This reporting system
is monitored by the relevant compliance officers
and internal audit professionals.
Board committeesA wide array of structures, guidelines and auditing,
accounting and financial controls supports
rigorous corporate governance within an ethical
framework. These structures are complemented
by our authority matrix, corporate values
and transparent systems of stakeholder
communication. Structures to assist the board in
discharging its duties include audit, risk,
executive, remuneration, nomination and
acquisition committees. All committees, excluding
the executive committee, are chaired by non-
executive directors. Group board, risk, audit and
divisional board meetings of all operating entities
are held quarterly.
Each committee operates under a formal charter
that define its powers and duties. These charters
are approved by the board.
Executive committeeThe committee, under the chairmanship of CEO Sebulon Kankondi, meets regularly, usually once a month. The committee is mandated and responsible for implementing the
strategies approved by the Bidvest Namibia board of directors and for managing the Group’s day-to-day affairs.
Attendance at meetings
MEMBERS JULY SEPT OCT NOV JAN MAR APRIL JUNE
Jan Arnold
Resigned 1/7/2016
Sebulon I Kankondi
Henry Feris X
Theofelus Mberirua X X
Ricardo Raposo
Appointed 31/7/2015 –
Mike Samson
Appointed 1/11/2015 – –
Werner Schuckmann
Theresa Weitz
: Present X: Apologies
Trudi van Rooyen, who manages the group HR function attends all exco meetings.
Acquisition committeeAny major acquisitions are referred to this committee for an in-principle decision on whether the acquisition should be investigated and pursued. Meetings are scheduled as
required. Depending on their magnitude, acquisitions are sanctioned by the executive committee and submitted to the board of directors for approval.
The acquisition committee does not have formally scheduled meetings but meets as and when acquisitions are being considered. Members include Lindsay Ralphs and the
executive team.
Bidvest Namibia Limited Annual Integrated Report 2016
19
Risk committee
The committee is governed by a charter approved
by the board of directors (board) in terms of the
NamCode of Governance Principles for Namibia
which is based on King III. The committee identifies
and analyses the associated risks of the businesses
and reports findings and proposed mitigating steps
to the audit committee. Risks are managed at
operational level.
The board of directors holds ultimate risk
management responsibility. Our directors are
responsible for determining the Group’s risk
appetite and delegate this task to the Group risk
committee.
This committee monitors threats, pursues
opportunities and ensures Group-wide risks are
identified and managed. A key element of the work
of risk mitigation is the promotion of a risk
management culture in all businesses.
In addition, and on behalf of the board, the Group
risk committee sets policies and ensures these
policies and associated controls function
effectively.
An effectiveness appraisal of the risk management
system is performed annually by the Group internal
audit function. Meetings are held quarterly.
Members are mandated to apply the combined
assurance model Group-wide, thereby ensuring a
coordinated approach to all assurance activities.
The chairman reports quarterly to the board of
directors.
MEMBERS AUG NOV FEB MAY
Martin K Shipanga
(Chairman)
H Harald Müseler
Jan Arnold
Sebulon I Kankondi
Henry Feris
Theofelus Mberirua
Ricardo Raposo
Mike Samson
Werner Schuckmann X X
Theresa Weitz
: Present X: Apologies
Group risk management process
Risk rating criteria are in place at every business.
Criteria are reviewed annually and revised where
appropriate. Local teams report to the risk
committee on their annual reviews, highlight any
changes and explain the reasons for the change.
Typical focus areas include potential monetary
impacts, reputation management, systems,
operational practices, legislation and its
interpretation, the industrial relations climate and
people.
Senior managers document material business
risks at all operations while risk exposure is
updated quarterly.
Risk mitigation efforts and action plans to reduce
or manage inherent risk are also documented.
At business unit level, risk matrices are
consolidated into divisional and subdivisional risk
matrices for reporting to quarterly risk committee
meetings.
In accordance with NamCode recommendations,
senior managers and executive directors of all
businesses convene annual risk review meetings
at which they interrogate risk rating criteria, key
risks, mitigating steps and the effectiveness of risk
management processes. The Group risk committee
receives a full report on these deliberations.
Material risks for fishing
businesses
The biggest current risk for our Fishing division is
that horse-mackerel sales prices can drop to levels
below our operating costs. The prolonged pressure
on sale prices currently being experienced is
attributable to a combination of factors, including
an oversupply of fish from other countries into our
traditional markets, a shortage of foreign exchange
(US$), the impact of currency devaluation on
purchase power in traditional markets and
dumping of other sources of protein into our
traditional markets. In addition, a preponderance of
smaller sizes in the current mix of fish sizes has a
devastating impact on average revenue earned per
tonne sold.
Further price pressure stems from the
concentration of catch efforts at certain times of
the year and resultant oversupply of product from
Namibia following quota allocations. Production
costs have increased exponentially, inter alia, due
to reduced own quota allocations, an increase in
quota purchase costs, new and/or increased levies
and taxes and a reduction in the number of vessels
in operation, creating a smaller base from which to
recover overheads.
TAC reflects the health of fishing resources, but
quotas to fishing companies and industry entrants
are determined by the Ministry of Fisheries and
Marine Resources.
In recent years, the authorities have given growing
allocations to community-based right-holders.
Bidfish understands the need to broaden the
industry base and has responded by making
operational capacity available to community
operators through joint ventures or has purchased
quotas from right-holders.
The ministerial criteria for quota allocations are
currently under review. A quota allocation
scorecard is being developed with the aim of
making official processes more transparent and
less unpredictable. The intention is to develop a
stable quota allocation system that is fair to all
parties.
Bidfish welcomed the official review and hopes the
new approach will achieve its objectives. We will
closely monitor the new scorecard approach in the
coming months.
Another risk relates to the cost of operations.
The Group relies on a range of mitigation
measures, including ongoing consultation with
government and other bodies.
A further risk relates to the quality and quantity of
the fish caught and landed by our crews. This
challenge was highlighted in 2016 by falling
pilchard volumes.
New categories of risk
The only significant difference in the risks faced by
the Group relates to the acquisition of Novel Motor
Company and its repositioning as our new
Automotive division.
Amendments to the Credit Agreement Act and the
general state of the economy can impact the
propensity to purchase in both the retail and fleet
segments of automotive retailing. The amendment
requires a 10% deposit on vehicle loans as well as
a reduction in the repayment terms to 54 months.
In addition, the risk of the loss of an Original
Equipment Manufacturer (OEM) franchise must be
acknowledged.
These risks can be mitigated in various ways.
Risk committee report
Bidvest Namibia Limited Annual Integrated Report 2016
20
PERFORMANCE OVERVIEW
Novel has high-profile representation at desirable
locations in Windhoek and Walvis Bay. It is a
leading vehicle retailer and has maintained positive
relationships with major automotive brands over
many years.
Investment is maintained in the dealership
network. Though automotive retailing is a new
departure for Bidvest Namibia, its sister company
in South Africa has many years’ experience in this
industry, enabling knowledge-sharing, should this
be required.
What’s more, continuity was assured as senior
personnel were retained when the new business
was acquired. Top management and their teams
have unparalleled experience of vehicle retailing
and service support in Namibia.
Group risks identified
In June 2016, the top risks for the Bidvest
Namibia Group were:
Signed on behalf of the committee by:
Martin Kaali Shipanga
Chairman
18 August 2016
RISK MITIGATING ACTIONS
Low selling prices of horse-mackerel. We are at risk of horse-
mackerel selling prices dropping to levels below our operating
costs.
Plan fishing activities to have idle time during season when size mix is lower.
Fishing resource risk: Health of Namibian macro fish stock reserves.
Now becoming a bigger threat with Angola also catching
horse-mackerel.
Namibia, via the Ministry of Fisheries and Marine Resources, maintains a replaced fisheries
management programme based on scientific research.
Access to quotas and renewal of fishing rights. Accommodate “growth at home”, Harambee, NEEEF and quota allocation strategy of
Namibian government to secure sufficient quota and renewal of fishing rights after 2018.
Voltex profit deteriorated significantly and the business now incurs
monthly losses.
Turnaround plan being implemented.
Manica experienced very low levels of business during 2016.
The current level of business is not expected to change significantly
in future.
Structural changes have been made to align cost structures and focus on areas of greatest
potential.
Food and Distribution’s results still under pressure. Business improvement plan was implemented which has now been extended for six
months. Supply chain function to be implemented.
Ammonia cooling plant needs replacement. The cooling plant at Food and Distribution premises in Windhoek will need a refurbishment/
replacement. Assessments are still being carried out on the costing.
Loss of key skills/lack of succession planning for critical positions. Attractive market-related packages, succession planning and transfer of skills.
Industrial action leading to disruption in services. Manage relationships with employees and unions.
Inadequate business continuity planning. Offsite backups are maintained for IT.
Risk of cancellation of an OEM franchise agreement or another
franchise agreement granted to another entity in Namibia.
Effectively manage relationships with OEMs. Implement recommendation of McCarthy
Group to address performance issues in terms of OEM expectations.
Angolan shareholder dispute. The shareholder dispute between the 51% Angolan shareholder and his representative for
right of claim brings with it a legal, statutory and commercial influence on the investment
security of the Angolan business unit. It is required and necessary to maintain the
investment and to realise returns in line with expectation from this resource.
Lack of awareness and compliance with latest laws and regulations. Legal review of contracts, identification of all related laws and regulations for business
units.
Unsuccessful acquisitions Proper due diligence reviews for proposed acquisitions.
Loss of a principal for Food and Distribution. Maintaining positive relationships and ensure achievement of performance target.
Risk mitigation is a key responsibility of our internal auditors. They continually assess risks and preparedness to combat these.
Bidvest Namibia Limited Annual Integrated Report 2016
21
Audit committee report
The committee is governed by a charter approved
by the board of directors (board) in terms of the
NamCode of Governance Principles for Namibia
which is based on King III. The audit committee
charter mandates members to ensure effective
and appropriate internal financial and operational
controls on behalf of the board. The committee
assists the board in terms of the financial reporting
processes, internal controls, risk management,
compliance with legislation and the internal and
external audit processes.
The committee provides effective communication
between directors, management and internal and
external auditors, reviews accounting policies
and financial information issued to the public and
recommends the appointment of external auditors.
The committee is assessed annually through self-
assessment.
The committee members are appointed by the
board, consisting of a minimum of three non-
executive directors and chaired by an independent
non-executive director. Meetings are held
quarterly, attended by executive committee
members, senior management and internal and
external auditors.
MEMBERS AUG NOV FEB MAY
H Harald Müseler
(Chairman)
David E Cleasby
Resigned 17/6/2016 X X
Martin K Shipanga
: Present X: Apologies
The chairman of the committee reports to the
board and to The Bidvest Group Limited audit
committee on the activities and the
recommendations made by the committee on a
quarterly basis.
Purpose
The purpose of the committee, which in certain
instances operates in conjunction with the risk
committee, is to:
– Assist the board in discharging its duties
relating to the safeguarding of assets, the
operation of adequate systems, control and
reporting processes, and the preparation of
accurate reporting and financial statements in
compliance with the applicable legal
requirements and accounting standards;
– Oversee the activities of, and to ensure
coordination between, the activities of internal
and external audit;
– Provide a forum for discussing financial,
enterprise-wide, market, regulatory, safety and
other risks and control issues; and to monitor
controls designed to minimise these risks;
– Oversee the Company’s annual integrated
report for recommendation to the board,
including the consolidated and separate
financial statements, as well as its interim
report and any other public reports or
announcements containing financial
information;
– Perform duties assigned to it under the
Companies Act and other legislation; and
– Annually review the committee’s work and
charter to make recommendations to the board
to ensure its effectiveness.
Duties carried out
The committee has performed its duties and
responsibilities during the financial year according
to its charter.
Financial statements
The committee:
– Confirmed, based on management’s review,
that the interim and consolidated and separate
financial statements were prepared on the
going concern basis;
– Examined the interim and consolidated and
separate financial statements and other
financial information made public, prior to their
approval by the board;
– Considered accounting treatments, significant
or unusual transactions and accounting
judgements;
– Considered the appropriateness of accounting
policies and any changes made thereto;
– Reviewed the representation letters relating to
the consolidated and separate financial
statements;
– Considered any problems identified as well as
any legal and tax matters that could materially
affect the financial statements; and
– Met separately with management, external
audit and internal audit and satisfied themselves
that no material control weakness exists.
External audit
The committee:
– Nominated Deloitte & Touche for appointment
as the Group’s lead auditors and RH McDonald
as the independent auditor and designated
audit partner, with PwC as the component
auditors of the Bidfish Group and KPMG as
component auditors of the newly acquired
associate Namibia Bureau De Change for the
financial year ended June 30 2016;
– Approved the external audit engagement letter,
the audit plan and the budgeted audit fees
payable to the external auditors;
– Determined the nature and extent of all non-
audit services provided by the independent
auditors and pre-approved all non-audit
services undertaken;
– Obtained assurances from the independent
auditors that adequate accounting records
were being maintained; and
– Confirmed that no material irregularities had
been identified or reported by the independent
auditors under the Professional Accountants’
and Auditors’ Act.
Independence of external auditors
The committee is satisfied that Deloitte & Touche,
PwC and KPMG are independent of the Group after
taking the following factors into account:
– Representations made by them to the
committee;
– The auditors do not, except as external auditors
or in rendering permitted non-audit services,
receive any remuneration or other benefit from
the Group;
– The auditors’ independence was not impaired
by any consultancy, advisory or other work
undertaken;
– The auditors’ independence was not prejudiced
as a result of any previous appointment as
auditors; and
– The criteria specified for independence by local
and international regulatory bodies.
Internal control and internal audit
The committee:
– Considered and recommended an internal audit
charter for approval by the board;
– Reviewed and approved the annual internal
audit plans and evaluate the independence,
effectiveness and performance of the internal
audit function;
– Considered the reports of the internal auditors
on the Group’s systems of internal control
including financial controls, business risk
management and maintenance of effective
internal control systems;
– Received assurances that proper accounting
records were maintained and that the systems
safeguarded the Group’s assets against
unauthorised use or disposal;
Bidvest Namibia Limited Annual Integrated Report 2016
22
PERFORMANCE OVERVIEW
– Reviewed issues raised by internal audit and
the adequacy of corrective action taken by
management in response thereto;
– Assessed the adequacy of the performance of
the internal audit function and found it
satisfactory; and
– Concluded that there were no material
breakdowns in internal control.
Risk management and legal
requirements
The committee:
– Reviewed the Group’s policies on risk
management, including information technology
risks and found them to be sound;
– Reviewed with management legal matters that
could have a material impact on the Group;
– Reviewed the adequacy and effectiveness of
the Group’s procedures to ensure compliance
with legal and regulatory responsibilities; and
– Considered reports provided by management,
internal assurance providers and the
independent auditors regarding compliance
with legal and regulatory requirements.
Combined assurance
The committee reviewed the plans and reports of
the external and internal auditors and other
assurance providers including management, and
concluded that these were adequate to address all
significant financial risks facing the business.
Financial director and finance
function
The committee:
– Considered the appropriateness of the
experience and expertise of the Group financial
director and concluded that these were
appropriate; and
– Considered the expertise, resources and
experience of the finance function and
concluded that these were appropriate.
Consolidated and separate
financial statements
Following the review by the committee of the
consolidated and separate annual financial
statements of Bidvest Namibia Limited for the year
ended June 30 2016, the committee is of the
view that, in all material respects, it complies with
the relevant provisions of the Companies Act and
IFRS and fairly presents the financial position at
that date and the results of its operations and cash
flows for the year. In conjunction with the risk
committee, the committee has also satisfied itself
as to the integrity of the remainder of the annual
integrated report.
Having achieved its objectives for the financial
year, the committee recommended the
consolidated and separate financial statements
and annual integrated report for the year ended
June 30 2016 for approval to the board.
Signed on behalf of the committee by:
Hans-Harald Müseler
Chairman
August 18 2016
Bidvest Namibia Limited Annual Integrated Report 2016
23
Remuneration committee report
This committee, consisting of two non-executive
directors, reviews and approves the remuneration
and terms of employment of executive directors
and senior employees of Bidvest Namibia. The
committee establishes remuneration principles,
incentive scheme policies and recommends
emolument structures and levels to the board
chairman for his consideration and approval.
The Bidvest Namibia incentive scheme was
adopted and implemented in 2012. Qualifying
employees have to date received 3 492 500 share
options, while 81 employees benefit from the
scheme.
MEMBERS AUG JUNE
H Harald Müseler
David E Cleasby
(vacancy being filled) X
The committee meets bi-annually or as required.
Meetings are attended by S Kankondi, T Weitz and
P Steyn.
Remuneration policyA critical success factor of the Group is its ability to
attract, retain and motivate the entrepreneurial
talent required to achieve operational and strategic
objectives. Both short and long-term incentives are
used to this end.
Delivery-specific short-term incentives are viewed
as strong drivers of performance. As a significant
portion of senior management’s reward is variable
and is determined by achievement of realistic
profit growth targets. Only when warranted by
exceptional circumstances, special bonuses might
be considered as additional awards.
Long-term incentives align the objectives of
management, shareholders and other stakeholders
for a sustainable period.
Role of benchmarkingBenchmarking and position in the
market
The policy aims at positioning the Group as a
preferred employer. The Group believes that its
remuneration policy plays an essential, vital role in
realising business strategy and therefore should
be competitive in the markets in which the Group
operates.
Executive directors and members of group executive committee membersTerms of service
The minimum terms and conditions applied to
Namibian executive directors and group executive
committee members are governed by labour
legislation. The notice period for these directors is
between two and three months. In exceptional
situations of termination of the executive directors’
services, the remuneration committee (assisted by
independent labour law legal advisers) oversees
the settlement of terms.
Executive directors are included in the Group’s
rotation plan whereby one-third of the aggregate
number of directors (excluding the CEO) or, if their
number is not three or a multiple thereof, then the
number nearest to but not less than one-third of
the aggregate number of directors (excluding the
CEO) shall retire from office. All directors (excluding
the CEO) should retire after a period of two years.
Executive directors are permitted to serve as non-
executive directors on two other boards with the
express permission of the remuneration
committee. Fees are being retained by the director,
but annual leave should be taken for time spent on
other boards. The other board memberships
should not constitute a conflict of interest.
Elements of remunerationThe Group operates on a total cost-to-company
(CTC) philosophy whereby cash remuneration and
benefits (including a defined contribution
retirement fund and medical aid) form part of
employees’ fixed total CTC remuneration. Senior
management and executive directors also
participate in short-term incentives (in the form of
a performance bonus plan). A long-term incentive
plan namely the Bidvest Namibia Share Incentive
Scheme (for senior management and executive
directors) is in place.
The different components of remuneration, their
objectives, the policy which governs them and their
link to the business strategy are summarised
below.
Table 1: Summary of remuneration components for executive directors
COMPONENTOBJECTIVE AND PRACTICE
LINK TO BUSINESS STRATEGY POLICY
CHANGES FOR 2017
SECTION 1 GUARANTEED PAY (CTC)
Base package Attract and retain the best talent.
Reviewed annually and set on July 1.
This component aligns with business strategy as it takes into account internal and external equity. Hereby, ensuring competitiveness and rewarding individuals fairly based on a similar job in the market.
Level of skill and experience, scope of responsibilities and competitiveness of the total remuneration package are taken into account when determining cost to company.
No changes proposed.
Benefits Providing employees with contractually agreed basic benefits such as retirement fund benefits (defined contribution), medical aid, risk benefits, life and disability insurance on a CTC basis.
Benefits recognise the need for a holistic approach to guaranteed package and are part of the overall employee value proposition offered by Bidvest Namibia.
The Company contributes towards retirement benefits as per the rules of its retirement funds. Medical aid contributions depend upon each individual’s needs and the package selection.
Risk and insurance benefits are Company contributions, all of which form part of total cost of employment.
No changes to standard employment benefits.
Bidvest Namibia Limited Annual Integrated Report 2016
24
PERFORMANCE OVERVIEW
COMPONENTOBJECTIVE AND PRACTICE
LINK TO BUSINESS STRATEGY POLICY
CHANGES FOR 2017
SECTION 2 SHORT-TERM INCENTIVES
Short-term incentive
To motivate and incentivise delivery of performance over the one-year operating cycle.
Bonus levels and the appropriateness of measures and weightings are reviewed annually to ensure that these continue to support Bidvest Namibia’s strategy.
The annual bonus is paid in cash in August/September each year for Company financial performance during the previous financial year.
Encourages growth in trading profit targets, earnings per share and return on equity for shareholders in a sustainable manner over the short term.
Rewards executive directors for their measurable contribution to the Group based on predetermined metrics.
For the 2016 financial year, target and stretch performance targets are set for the following metrics:
Company financial performance
Trading profit targets
Measured against prior year’s performance and budgets.
Earning potential
At target performance the earning potential is 25% of guaranteed package.
Stretch earning potential is limited to 50% of guaranteed package and is subject to exceptional performance.
Discretion of remuneration committee
The remuneration committee has discretion, when warranted by exceptional circumstances and where considerable value has been created for shareholders and stakeholders of Bidvest by specific key employees, to award special bonuses or other ex gratia payments to individuals.
In exercising this discretion the remuneration committee must satisfy itself that such payments are fair and reasonable and are disclosed to shareholders as required by remuneration governance principles.
To combine the company financial performance metrics with strategic metrics, such as leadership, to ensure well-balanced KPIs.
SECTION 3 LONG-TERM INCENTIVES
Long-term incentive – Bidvest Namibia Share Incentive Scheme
To motivate and incentivise delivery of sustained performance over the long term.
Alignment of executives’ interests with shareholders through options exercisable to future delivery of equity.
Vesting of option instruments are subject to retention in the Group.
Motivates long-term sustainable performance.
Award levels are set according to best practice benchmarks and to ensure support of Group business strategy. Awards consist of share options, subjected to continued employment period for the duration of the vesting periods of three years (50% of the award) and four years (75% of the award) and five year (100% of the award) respectively.
No structural changes are anticipated for 2017.
Further details on long-term
incentive plans
Bidvest Namibia Share Incentive Scheme
At the 2012 AGM, shareholders approved a share
option scheme.
Bidvest Namibia Long-term Incentive
Plans and dilution
In terms of the Bidvest Namibia Long-term
Incentive Plan rules an overall limit of approximately
1% of the issued shares of the Company has been
imposed when shares are allocated and issued in
terms of the share options. The total award that
may be allocated to any one individual may not
exceed 10% of the total awards made in that year.
Non-executive directors
Terms of service
Non-executive directors are appointed by the
shareholders at the AGM. Interim board
appointments are permitted between AGMs.
Appointments are made in accordance with Group
policy. Interim appointees retire at the next AGM,
when they may make themselves available for re-
election. They are included in the Group rotation
plan whereby one-third of the aggregate number
of directors or, if their number is not three or a
multiple thereof, then the number nearest to but
not less than one-third of the aggregate number of
directors shall retire from office; but may offer
themselves for re-election. As appropriate, the
board, through the nominations committee,
proposes their re-election to shareholders. There is
no limit on the number of times a non-executive
director may make him or herself available for re-
election.
Fees
Group policy is to pay competitive fees for the role
while recognising the required time commitment.
The fees comprise an attendance fee for scheduled
Bidvest Namibia Limited Annual Integrated Report 2016
25
Remuneration committee report – continued
meetings, as tabulated in part 2 of this report. No
contractual arrangements are entered into to
compensate non-executive directors for the loss of
office.
Non-executive directors do not receive short-term
incentives nor do they participate in any long-term
incentive schemes, except where non-executive
directors previously held executive office, and they
remain entitled to unvested benefits arising from
their period of employment. The Group does not
provide retirement contributions to non-executive
directors.
Management proposes non-executive directors’
fees (based on independent advice) to shareholders
annually for shareholder vote.
Directors’ interests in contracts
All interest in contracts are declared at the
meetings and directors recuse themselves on
decisions where they may have a conflict of
interest. All transactions where directors’ have
private interest on are declared in the annual
financial statements under related party balances
and transactions note.
IMPLEMENTATION
1. Guaranteed pay – base pay and
benefits
Guaranteed pay increases for 2016/2017
In determining the CTC increases for executive
directors and group executive committee
members, the remuneration committee considered
the average increases to general staff and also
used relevant market data.
Benchmarks were selected based on a number of
factors, including, but not limited to, company size
and complexity of comparable listed companies by
reference to market capitalisation, turnover,
profitability, number of employees and sector.
With effect July 1 2016, the average rate of
increase of the CTC for executive directors and
group executive committee members was 4%.
2. Short-term incentives 2016
Short-term incentives for 2016 were based on
profit growth targets. As the Group did not achieve
the targets, no short term-incentives were accrued.
A special bonus has been awarded to J Arnold
upon retirement who has been with the Group for
20 years.
Summary of executive directors’ guaranteed pay and short-term incentives 2016
Director
Basic
Remuneration
N$’000
Retirement/
medical
benefits
N$’000
Bonuses
accrued leave
paid
N$’000
Total
emoluments
N$’000
S Kankondi 2 748 319 3 067
T Weitz 1 419 237 1 656
J Arnold 2 373 1 196 3 344 6 913
2016 total 6 540 1 752 3 344 11 636
S Kankondi 2 674 271 376 3 321
T Weitz 1 365 225 152 1 742
J Arnold 2 098 355 312 2 765
2015 total 6 137 851 840 7 828
4. Long-term incentives
Disclosure of the value of long-term incentives
The tables that follow illustrate on an individual executive director level the details of long-term incentive participation.
Held in terms of the Bidvest Namibia Share Incentive Scheme
Details of the directors’ outstanding share options:
Share options at
June 30 2015
Share options granted during
the year
Share options
exercised
Share options at
June 30 2016
Director Number
Average
price
R Number
Average
price
R Number
Market
price
R Number
Average
price
R
S Kankondi 250 000 10,74 – – – 250 000 10,74
J Arnold 210 000 10,74 – – – 210 000 10,74
T Weitz 125 000 10,74 – – – 125 000 10.74
Bidvest Namibia Limited Annual Integrated Report 2016
26
PERFORMANCE OVERVIEW
5. Non-executive remuneration
Non-executive directors’ fees paid
The remuneration paid to non-executive directors while in office of the Company during the year ended June 30 2016 can be analysed as follows:
Director
2016
Directors’
fees
R’000
2015
Total
R’000
P Steyn 288 227
M Mokgatle-Aukhumes 145 139
H Müseler 360 362
MK Shipanga 353 338
KE Taeuber – 41
F Kapofi – 57
JD Davis 57 –
B Eimbeck 69 121
Proposed non-executive directors’ fees for 2016/2017
Basic
per annum
Per
meeting
Chairman 170 180 –
Non-executive director 28 362 21 272
Audit committee chairman 56 727 21 272
Audit committee member 14 182 21 272
Remuneration committee chairman 56 727 21 272
Remuneration committee member 21 272
Acquisitions committee chairman 42 546 14 182
Acquisitions committee member 14 182
Risk committee chairman 56 727 21 272
Risk committee member 21 272
Refer to ordinary resolution 3 of the notice of annual general meeting for approval of the fees by shareholders in terms of section 66 of the Companies Act.
The increase in the proposed non-executive directors’ fees for 2016/2017 is based on an inflationary increase of 4,5%.
Signed on behalf of the remuneration committee
Hans-Harald Müseler
Remuneration committee member
Bidvest Namibia Limited Annual Integrated Report 2016
27
Sustainability at Bidvest Namibia
Governance of sustainability
Sustainability is a strategic imperative at Bidvest
Namibia. We’re intently focused on the
development of sustainable businesses, the
creation of sustainable jobs and the delivery of
sustainable shareholder value. What’s more,
Bidvest Namibia commits to a sustainable
contribution to Namibia while protecting and
nurturing the wider environment.
A strategic priority for our board of directors and
executive committee (exco) is the maintenance of
an unblemished corporate reputation and the
development of a corporate brand Namibians are
proud to work for.
We run a decentralised business. Each business
implements and monitors sustainable business
practice. Many of our businesses drive initiatives
such as energy efficiency, waste management and
recycling.
Ongoing employee input is encouraged while
Namsov benefits from the involvement of an
employee-driven innovations committee.
Smart business practice and sound environmental
practice go hand in hand. Our teams look to
achieve win-win scenarios in which business
efficiencies accompany community and
environmental gains.
Stakeholders
Our stakeholders include consumers, communities,
employees, suppliers, unions, shareholders,
investors, industry bodies, interest groups,
professional associations, regulators, official
departments and government.
Communication is maintained with them all.
Interaction keeps us close to concerns and
opportunities. Local matters are addressed by
individual businesses. Issues with wider
ramifications are escalated to divisional or Group
level.
Our fishing businesses liaise closely with the
Ministry of Fisheries and Marine Resources as they
have a strategic interest in fish resource
management. The ministry’s annual determination
of the total allowable catch (TAC) and fishing
quotas are material to our business.
Bidfish vessels host official inspectors and
scientists. Bidfish and Group executives cooperate
closely with the Ministry and other departments
and actively engage with industry forums and the
Chamber of Commerce and Industry.
Stakeholder communication includes SENS
announcements, presentations to shareholders,
analysts and the business media, press releases,
profiles, articles in industry and national directories,
newsletters and community interaction.
Community feedback generates numerous insights
into the evolution of the Bidvest Namibia brand.
One insight is that the Group’s growing contribution
to the national economy is not always apparent to
the average Namibian. Efforts are therefore being
stepped up to highlight our contribution to the
wider economy, jobs, small business, training and
development and community upliftment.
Environment
All divisions commit to sustainable environmental
practice, with strong focus on fuel and energy
efficiency and responsible waste management as
efficiencies here generate cost savings and drive
performance improvements.
Operational considerations influence the priorities
set by individual divisions. For example, Bidfish is
fully engaged in long-term fish biomass
management. Our food, distribution and
commercial businesses are rigorous in their
monitoring and control of fuel usage and their cold
storage and air-conditioning systems. Food safety
is another priority.
Reducing environmental impacts within our
distribution business is not restricted to a search
for fuel efficiency. For example, the new Ongwediva
distribution centre makes optimum use of natural
light and captures rainwater.
Fishing resources
Bidfish makes a major contribution to national and
Africa-wide food security. Millions of fellow
Africans rely every day on our fish as a source of
affordable protein.
Therefore, ongoing collaboration between Bidvest
Namibia and the Ministry of Fisheries over the
proper management of fish resources could hardly
be more important.
The Group is totally committed to this process.
Work by ministry officials and scientists – often
while based on Bidfish vessels – is vital to the
accurate assessment of fishing stocks and the
setting of TAC for horse-mackerel, pilchard and
monk fish. Obtaining sufficient quotas underpinned
by a sustainable fish resource is critical to the
long-term viability of Bidfish operations.
During the 2016 calendar year, the horse-
mackerel TAC was reduced to 335 000mt from
350 000mt in 2015. This is determined in line with
the Ministry of Fisheries’ ongoing conservation
efforts. Unfortunately, there is growing concern
around the pilchard resource. During the 2015
Stakeholders
EnvironmentCorporate Social Investment
People
Sustainability
Bidvest Namibia Limited Annual Integrated Report 2016
28
PERFORMANCE OVERVIEW
calendar year, the overall pilchard TAC was set at
25 000mt. Though Bidfish was allocated
12 000mt, our vessels were unable to land the full
allocation, indicating a resource in decline. In
2016, the pilchard TAC was reduced to 14 000mt.
Indications are that the vessels will again be
unable to land the full allocation for 2016, despite
the TAC decrease. This confirms warnings from
scientists that this resource is under significant
pressure. Though the decline is cause for concern,
with a disciplined approach to the TAC it is hoped
the pilchard resource will recover, though this may
take some time.
A platform for international cooperation – the
Benguela Current Commission – has long been in
place to guide the management of fish resources
in this part of the South Atlantic.
Bidfish makes a positive contribution to the
management of all fish resources through a
longstanding commitment to good industry
practice while honouring all limits imposed by the
authorities.
Bidfish crews maintain strong focus on by-catch
reduction and onboard controls exceed minimum
legal requirements. In 2016, this resulted in our
fishmeal production falling below 5% of total wet
landings while by-catch was less than 1% of total
catches. These figures highlight the rigorous
resource management and fishing skill of our
captains and crew. They are meticulous in the
application of gear restrictions, thereby reducing
the harvesting of juveniles to a minimum. Minimal
damage to coral and the seabed is another priority
and the fishing techniques used by our midwater
trawlers ensure impacts are reduced.
Compliance with dumping and wastage guidelines
is rigorous, with responsible practice in these
areas confirmed by onboard observers from the
Ministry of Fisheries. Onshore, ministry staff
confirm landed and transhipment volumes.
Pressure on the pilchard resource has underlined
the importance of responsible fishing practice and
in 2016 Bidvest Namibia recommitted itself to the
task of effective biomass management. Bidfish has
always been a diligent and active partner in its
industry and will continue to fully cooperate with
the authorities.
Bidfish fleet
The purse seine is a preferred
technique for capturing fish species
which school, or aggregate, close to
the surface. United Fishing
Enterprises owns three purse seiners,
Ocean Fresh, Atlantic
Harvesters and Reinoyfisk to
catch pilchards. Deolinda and
St Padarn are used by Pesca
Fresca in Angolan waters to catch
sardinella.
Purse seine fishing is a sustainable
way of fishing, as it results in smaller
amounts of by-catch (unintentionally
caught fish).
Midwater trawlers are fishing vessels
designed to use trawl nets in order to
catch large volumes of fish. Bidfish
operates two midwater trawlers in
Namsov, Sunfish and Jupiter, and
one has been operated in
Trachurus, Namibian Star.
These trawlers operating on high sea
waters are freezer trawlers. They
have facilities for preserving fish by
freezing, allowing them to stay at sea
for extended periods of time.
Tetelestai, the oyster farm of Bidfish
owns two working boats. The MV
Arkeo is fitted with an on-board
factory for offshore processing. This
vessel was a first of its kind
commissioned specifically for
Namibian oyster farming.
The oyster boat Makarios is used
mainly to operate in the Aqua Park, in
the sheltered bay of Walvis Bay.
Bidvest Namibia Limited Annual Integrated Report 2016
29
Sustainability at Bidvest Namibia – continued
Other environmental factors
Waste management
Group businesses are committed to ongoing
efforts to entrench a culture of environmental
awareness and responsible, eco-friendly
behaviour. Our employees help drive the mission
and take pride in achieving savings by applying the
mantra of “reduce, recycle, reuse”.
For instance, the responsible treatment of waste
material at sea is built into standard working
practice. When in port, waste is stored prior to
recycling.
Water consumption
The challenge of efficient water management was
underscored in 2016 as many inland areas of
Namibia were affected by severe drought. Inland
businesses were rigorous in the application of
water restrictions.
Coastal Namibia was less severely affected, but
Group efforts in these areas remain rigorous as
Bidfish is our biggest user of water.
Water is used by the fleet to prepare catches for
market and traditionally the Walvis Bay canning
factory operated by United Fishing Enterprises
(UFE) is a major user of water, though seawater is
used in some flushing operations. In 2015 and
2016, UFE decided not to open its canning plant in
view of low pilchard volumes. Canning operations
were outsourced. This helped us contain our water
usage.
At sea, our operations are characterised by
responsible water management as all vessels
generate fresh water from sea water. Fresh water
is purchased when in port.
2016 135 457ℓ
3,5%2015 140 440ℓ
Fuel
The Group’s gasoline usage increased from
360 361 litres in 2015 to 533 919 litres in 2016.
Largely, this can be attributed to Novel Motor
Company, which has been part of the Group since
July 2015. Intermediate fuel oil usage was
15,8 million litres in 2016 (2015: 21,9 million
litres). Heavy fuel oil usage was 1,1 million litres
(2015: 2 million litres). Diesel consumption was
5,4 million litres versus 6,0 million litres in 2015.
Key factors affecting the consumption of
intermediate fuel oil and diesel included the sale of
the MFV Starfish and the MFV Venus, as well as
the quota shortage and resultant vessel idle time.
Fuel is a significant cost component of our
distribution businesses in view of the long
distances travelled by T&C and Caterplus.
Improvements in route planning and the
establishment of new distribution hubs enable
ongoing fuel efficiency.
Fuel costs are also contained thanks to ongoing
vehicle fleet maintenance, regular replacement of
vehicles with modern, fuel-efficient models,
vehicle tracking and the use of driver monitoring
systems.
The Bidfish fishing fleet is also well maintained. All
engines have been converted to enable the use of
intermediate fuel oil blends rather than heavier fuel
grades.
All crews are conscious of the need to achieve
optimum fuel efficiency. Air-purging of onboard
refrigeration plants helps to cut energy use. When
appropriate, vessel engines are run at 90%
capacity to make sure oil is not burned off.
2016 5 971 261ℓ
7%2015 6 390 878ℓ
2016 16 937 855ℓ
29%2015 23 977 680ℓ
Energy management
2016 9 589 609kW
4,2%2015 10 013 663kW
Rising energy costs have prompted an ongoing
quest for optimum energy efficiency. Whenever
possible, our operations migrate to energy-efficient
lighting and air-conditioning. When new premises
are commissioned, care is taken to maximise
available natural light.
Group businesses adopt energy-efficient solutions
whenever possible. Voltex and Minolco help drive
this process as they both market energy-efficient
product ranges.
Our food and distribution businesses strive to
achieve optimum efficiency in the operation of
their cold storage systems. T&C’s Windhoek cold
storage plant is ammonia-based, the most
environmentally friendly option. Other plants are
freon-based. All operations comply with gas
emission regulations.
Food safety
Our food business takes pride in the freshness and
quality of its products. Consumer trust has built up
over many years. Food quality and safety remain a
source of competitive advantage and are a priority
for our people and managers.
Food is a highly regulated industry and our teams
ensure rigorous compliance with food safety
standards. Reduction of food wastage is another
area of intense focus.
Our foodservice and FMCG distribution businesses
work closely with international brands that enforce
rigorous quality standards. Our long-running
partnership with quality brands is testament to our
ability to satisfy their exceptional quality standards.
To give one example, T&C collaborates with an
international brand leader like Nestlé to deliver
optimum food safety and quality standards.
A programme of regular audits ensures products
are properly stored, expiry dates are respected and
product integrity is assured. All product
specifications laid down by brand principles are
rigorously adhered to.
T&C’s sophisticated warehouse management and
product-tracking systems ensure prompt stock
rotation. Caterplus has followed the T&C lead and
has adopted similar systems.
Close monitoring of expiry dates ensures no
product reaches a customer unless there is at
least a month to go before expiry.
Rigorous stock turn and stock control measures
help to prevent or reduce food waste. Any disposal
of foodstuffs is carried out in strict conformity with
Bidvest Namibia Limited Annual Integrated Report 2016
30
PERFORMANCE OVERVIEW
local authority requirements and certifications.
Management enforce a zero tolerance policy on
this issue.
The cold chain – where applicable – is maintained
throughout the storage and distribution cycle.
At Bidfish, all four vessels operated and managed
by the fleet hold HACCP certification. The Walvis
Bay pilchard canning factory also applies the
Hazard Analysis Critical Control Point system.
Our people
Bidvest Namibia’s innovative and resourceful
people are a source of competitive advantage.
Employee effectiveness is surveyed to identify
areas where staff motivation and performance can
be improved.
Respect and recognition were identified as critical
areas in 2015. In the 2016 year, businesses
across the Group examined new ways to build
motivation through improved recognition and
better staff communication.
In future, employee effectiveness surveys will be
conducted every second year. In year two, the
focus will fall on management efforts to address
issues raised by survey respondents.
In recent years – and despite government’s
imposition of a training levy in 2015 – it has
become apparent that many Namibian companies
are reluctant to invest in training. In contrast, it is
policy at Bidvest Namibia to “train and claim”.
Failure to spend money on training gives some
other companies the wherewithal to pay a premium
to attract talent when they need it.
After committing to the development of our people,
it is discouraging to see some high-potential
individuals tempted away by companies that take a
short-sighted and opportunistic attitude to staff
development.
Though the Namibia Training Authority (NTA) faced
some challenges in the administration of the new
training levy system, Bidvest Namibia maintains its
support of the training levy.
We believe that in time the system will help to even
the training investment playing field and will
contribute to a much more focused effort to
develop Namibians across the private sector.
We are committed to ongoing engagement with
our people across a range of forums. We believe it
is important to give our people every
encouragement to perform at their best while they
acquire new skills and develop their careers.
Our Group is one of Namibia’s largest employers
and in 2016 employed 2 738 people.
2016 2 738
17%2015 3 305
Employment equity
Bidvest Namibia is an equal opportunity employer.
We invest in our people’s training and development,
without discrimination on the grounds of race,
gender or disability.
In light of our decentralised business model, each
Group business is responsible for submitting
annual affirmative action plans and reports to the
Employment Equity Commissioner. Our businesses
comply with the Affirmative Action Act and strive to
deliver employment equity and workforce diversity.
As a result, Bidvest Namibia has achieved
sustained employment equity gains since the Act’s
introduction in 1998.
In addition, the Group complies with the recently
introduced Employment Services Act by sharing
information on our recruitment needs with the
Ministry of Labour.
We continue to offer development opportunities for
those from designated groups and regard the
development of black Namibians into senior
positions as a business imperative.
Our Namibianisation programmes have helped to
ensure that people from previously disadvantaged
groups increasingly take management positions or
find employment as skilled workers.
Black Namibians constitute the vast majority of
employees. Men predominate. In some respects
this is a function of the fishing industry’s
longstanding male bias. Women increasingly take
on supervisory and managerial roles.
Another priority is the employment of those with
disabilities.
The employment of some non-Namibians
continues at some businesses. Some of our
activities are conducted in Angola or in Angolan
waters, necessitating the employment of Angolan
citizens. Furthermore, several Russian naval
officers hold senior positions in the fishing fleet.
This is explained by historical factors.
Some Namsov vessels were built in the USSR at a
time when suitably qualified Namibians were not
available to run the fleet. As a result, the vessels
arrived with Russian officers and crew.
Phased Namibianisation of these vessels has been
a priority ever since. Namibian crew, below officer
grade, were trained and deployed to the fleet as
soon as possible. Namsov became the first
company in Namibia’s midwater trawl industry to
set on Namibian crew.
Namibianisation now focuses on officer grades.
Ten officers – representing a considerable long-
term investment – were trained in Kaliningrad and
received their qualifications. Three of these newly
qualified officers have now been deployed to the
Bidfish fleet while seven have returned to Russia
for further study.
Industrial relations
The Group workforce is heavily unionised and
recognition agreements with several unions are in
place.
Relations between management and workers are
positive. The Group’s decentralised structure
ensures managers remain close to local issues.
No strikes took place.
A long-running dispute at Manica’s stevedoring
operations was taken to the High Court and
ultimately went to review. The High Court ruled in
our favour and recognised the right of an employer
to align staff levels with work volumes. The
employees have appealed to the Supreme Court
and the case is scheduled to be heard during
February 2017.
In 2016, our food businesses reached a pay
increase settlement with workers following a
mediation process.
Pay negotiations generally reach a satisfactory
conclusion, though in the past some negotiations
have been protracted.
Bidvest Namibia Limited Annual Integrated Report 2016
31
To speed up the negotiation process, the Group,
via the Namibian Employers’ Federation, has
suggested certain amendments to the Labour Act.
It is hoped these suggestions will be built into
industrial relations legislation in due course.
Health
No work-related fatalities were recorded, though
67 lost-time incidents were logged.
Compliance with the Labour Act and all legislation
and standards governing health, safety, welfare at
work and environmental control is mandatory at all
Group businesses. We rigorously apply this policy.
Scrupulous compliance with labour law is one
reason our relationship with trade unions has been
so positive over the years.
We do all we can to provide a healthy and safe
working environment. We supply all necessary
safety and protective equipment and engage in
ongoing safety training.
Our people are continually made aware of their
responsibilities under our safety policy and we
engage in ongoing employer-employee
consultation on health and safety and matters
relating to the environment.
HIV/Aids remains a challenge. In line with our
decentralised business model, Group companies
decide on appropriate interventions in each
working environment.
On occasion, individual companies partner with
third parties to address specific health and
wellness issues.
In recent years, we have collaborated with the
Mister Sister Mobile Health Service to improve
primary healthcare among lower income groups.
Mobile clinics regularly visit our Windhoek
operations to provide basic health services to
employees who lack health insurance.
Safety
In working environments with inherent safety risks
rigorous steps are taken to keep safety awareness
at a high level.
Bidfish assigns safety officers to all vessels. Larger
vessels have full onboard health and safety
committees. Regular firefighting, first-aid and
safety courses are run. Officers take advanced
courses and undergo personal survival training.
Firefighting training and basic medical training are
mandatory for navigation and engineering officers.
Officer training in radio communication is
obligatory.
Regular fire drills are carried out on all vessels and
emergency procedures are tested and reviewed.
A regular health and fitness check-up by a medical
practitioner is mandatory for seagoing crew. All
crew must produce a medical certificate.
Developing Namibians
Our Walvis Bay Training and Development Centre is
a core component of our strategy of continually
developing our people. When necessary, a satellite
centre in Windhoek serves the needs of staff who
work in and around the nation’s capital.
Development of customised training courses is a
key means of building attendance while
establishing a leading and selling culture.
Namsov makes use of training facilities at NAMFI
(the Namibian Maritime and Fisheries Institute),
though a key constraint is the non-availability of
NAMFI courses above classes 5 for navigation and
4 for engineering. Therefore, Bidfish conducts
some officer training at the Cape Peninsular
University of Technology in South Africa, in
collaboration with NAMFI.
In addition, Namsov invests annually in the RSA-
based training of one deck officer and one
engineering student. Eight students are enrolled in
this programme. Investment for 2016 amounted to
N$1,7 million.
A key element in the Namibianisation of seagoing
officers is continued collaboration with the Russian
naval academy in Kaliningrad, notably in the
engineering and navigation fields.
By 2016, the cost of Kaliningrad training had
amounted to N$8,6 million. N$1,1 million was
spent during 2016.
Group companies continue to support CATS (the
government-endorsed Commercial Advancement
Training Scheme that prepares school-leavers for
the world of work by combining on-the-job training
with tertiary studies).
Staff retention
Retention of skilled workers and energetic
managers is a strategic challenge for our business.
Decentralisation means that different qualities for
managerial success are needed at each business.
In 2015, these qualities were mapped in a study of
“what makes for success at Bidvest Namibia”.
HR personnel can now provide guidelines to junior
managers hoping to move into middle management
in various industries. This process gained
momentum in 2016 as HR professionals
benchmarked the profiles and habits of “A” players
in the talent pool at specific operations.
At the same time, succession planning provided a
clearer picture of how upwardly progressive
managers can build successful careers at Bidvest
Namibia.
A policy of promotion from within is applied
wherever feasible in line with the Group’s long-
term commitment to fair and reasonable
recruitment and selection practices.
Appropriate remuneration is a key contributor to
effective talent retention. Close scrutiny of possible
anomalies and pay levels in various industries and
specific Bidvest Namibia operations was
maintained in 2016.
An independent remuneration committee
determines executive remuneration while
employees represented by bargaining units receive
increases based on annual pay negotiations with
the trade unions.
Our recruitment processes are aligned with the
provisions of the Affirmative Action Act and the
Employment Services Act. The Patterson grading
system is used to grade all positions.
Our performance-based culture rewards
excellence, initiative and effort while our
decentralised business model encourages
autonomous operations to seek growth and
opportunities in their respective markets.
Performance is incentivised through bonuses,
awards and payment for the achievement of
targets.
2016 N$6 870 670
11%2015 N$7 691 280
Corporate social investment
CSI in 2016 reached N$15,8 million (2015:
N$19,7 million). Our people complement the
contribution made by the Group and individual
companies. Staff are often active in their
communities. They not only make individual
contributions, they also support the employee-
driven Pandula Trust.
Sustainability at Bidvest Namibia – continued
Bidvest Namibia Limited Annual Integrated Report 2016
32
PERFORMANCE OVERVIEW
The trust channels money into community efforts.
Our people are close to grass-roots initiatives.
They know where help is most needed and can
help Pandula Trust to effectively target its
assistance.
The Namsov Community Trust (a 10% Namsov
shareholder and vehicle for numerous Group
efforts to uplift communities) is a major provider of
community support.
Since inception in 1991, the NCT has channelled
N$88 million into social investment. The
investment in 2016 was N$13 million (2015:
N$12,2 million). Focus areas include health,
education, ICT, enterprise development, job
creation, the environment and community
upliftment.
To optimise the social impact for every dollar
invested, the NCT partners with NGOs and other
interested parties while concentrating on three
clearly defined areas of intervention – regional
development programmes, employee programmes
and general social investment.
For the second successive year, the NCT supported
the regional development programmes run by the
governors of Namibia’s 14 provinces. This ensures
“the most bang per buck” as these initiatives
already have administrative and delivery structures
in place.
In 2016, N$500 000 was again donated to each
regional programme.
Education remains a priority and in 2016 the trust
gave bursaries to the value of N$1,9 million. Over
the years, our bursary programme has consistently
contributed to the development of young
engineers, scientists, doctors, chemists, vets,
lawyers and accountants.
Artisan training has also become an important
area of intervention and in 2016 we maintained
our partnership with the Namibia Institute of
Mining and Technology. By helping to train
technicians and artisans we address Namibia’s
longstanding skills shortage while laying the
groundwork for job creation and small business
development.
Continued support was given to the Ondera model
farm project at Oshikoto – work carried out in
cooperation with the office of the Deputy Prime
Minister. The farm is a key element in a San
resettlement programme.
Following the transfer of farming skills, growing
attention is given to the resettlement of members
of the San community on commercial farms. Plot
cultivation contributes to food security while
providing the basis for small-scale commercial
operations by a new generation of produce
farmers.
Support for horticulture is now backed by provision
of cattle and assistance with a stock-rearing
initiative.
In addition, the trust assists social welfare projects
and initiatives to assist Aids orphans and improve
food security through “backyard gardening”. The
NCT is also a long-time supporter of the Save the
Rhino Trust and the Desert Lion Campaign.
SME development
Small business development is another focus area.
A Bidvest Namibia Enterprise Development Fund
has been seeded with capital of N$20 million. This
enables the fund to provide short-term working
capital to small companies to facilitate their
participation in the economy. The initiative is seen
as an effective means of promoting job creation
while encouraging a spirit of entrepreneurship.
Money from the fund – at highly attractive rates –
enables small operations to buy materials, stock
and equipment from Group companies. Once
repayment has been made, money is re-lent to
other entrepreneurs.
Company initiatives
Contributions by the Group and NCT are
complemented by initiatives undertaken by
individual companies.
Manica devotes 1,5% of after-tax profit to CSI
initiatives, with strong focus on health, education,
youth development, the environment and
enterprise development.
The business also supports Walvis Bay’s Sunshine
Centre. This shelter for children with special needs
and haven for abused women and children
addresses significant community-level needs.
Manica support is intended to bolster the centre’s
commercial sustainability. The “sunshine garden”
enables centre children and other residents to
plant and grow vegetables – some for use in the
centre’s kitchens, some for resale. Work in the
gardens has emerged as a form of therapy while
local supermarkets have become buyers of
produce from the garden.
Manica has also used two converted cargo
containers to create extra classrooms at
Swakopmund’s Mondesa Youth Organisation.
Mondesa assists children with special needs.
Manica donated the containers and then put in
electrical reticulation, windows and flooring.
As part of its environmental effort, Manica assists
schools that put on educational excursions to bring
pupils closer to the natural environment.
Bidvest Namibia Limited Annual Integrated Report 2016
33
Bidvest Namibia Fisheries Holdings (Bidfish)
Bidfish retained its status as the largest single
contributor to Group profit. However, our fishing
business returned very disappointing results, with
revenue and trading profit significantly below
prior year.
The business was adversely affected by an
approximate 21% fall in the hard currency market
price of horse-mackerel. However, the weakness
of the Namibian dollar was generally beneficial and
by year-end currency effects had boosted revenue
by approximately 26%. Without this contribution,
performance would have fallen well short
of projections.
Horse mackerel remains the principal product sold
by Bidfish and the results achieved by Namsov, our
specialist horse-mackerel fishing business, are a
major driver of overall Bidfish performance.
Volume pressures
The Namsov fleet is widely regarded as an
extremely efficient contributor to Namibia’s horse-
mackerel fishing industry, with a track record for
consistent value creation. However, its contribution
is governed to a large extent by its level of access
to Namibia’s horse-mackerel resource.
2 000
1 500
1 000
500
010 11 12 13 14 15 16
Revenue(N$’million)
27,7%
600
500
400
300
200
100
010 11 12 13 14 15 16
Trading profit(N$’million)
41,8%
Jan ArnoldManaging director of Bidvest Namibia Fisheries Holdings
Age: 57
Qualification: BCom (Accounting) (Pretoria)
Appointed: January 17 2007
Resigned: July 1 2016
Board committee membership: Acquisition, risk and executive
Director of several Bidvest Namibia subsidiaries, Jan has more than
28 years’ executive experience in the fishing and mining industries.
He is a council member of the University of Namibia and a trustee
of the Namsov Community Trust. He is a former member of the
Advisory Council of the Ministry of Fisheries and Marine Resources,
the Sam Nujoma Marine and Coastal Resources Research Centre
and the Midwater Trawl Association of Namibia. In addition, Jan is
a former trustee of the Namibian Maritime and Fisheries Training
Institute.
Sustainability
2016 99 055ℓ
6%2015 105 388ℓ
2016 2 722 760kW
13%2015 3 125 789kW
2016 4 088 533ℓ
17%2015 4 908 609ℓ
2016 16 937 855ℓ
29%2015 23 977 680ℓ
2016 838
50%2015 1 677
2016 N$3 449 290
18%2015 N$4 227 003
Bidvest Namibia Limited Annual Integrated Report 2016
34
PERFORMANCE OVERVIEW
For the calendar year 2016, the horse-mackerel
total allowable catch (TAC) determined by the
Ministry of Fisheries was reduced to 335 000mt
(the prior calendar year: 350 000mt).
In percentage terms there were no further cuts to
Namsov’s portion of the horse-mackerel quota
made available to commercial operators. However,
the status quo entrenches a 50% cut to the typical
Namsov quota that applied some years ago.
As the share of the TAC earmarked for non-
commercial or community-based operators
continues to rise, the net effect is the reduction of
horse-mackerel volumes that an industry player
like Namsov can expect to land.
In 2016, the low level of the quota versus historical
norms, continued pressure on commercial
allocations and the departure of all non-associated
Trachurus partners, along with one vessel, resulted
in a 35% fall in the tonnage brought to market by
Namsov. These pressures also impacted fleet
utilisation and operational efficiencies.
Though volumes were disappointing, Namsov
remains the pre-eminent supplier of Namibian
horse-mackerel in all its traditional markets.
Costs and efficiencies
Operational and cost efficiency is an ongoing
priority across all of our fishing businesses.
However, some costs are driven by market forces
rather than the expertise of captains and crew. For
example, the price paid for third-party quotas is
governed by demand.
Right and quota-holders without the commercial
capacity to harvest fish obtain a return on the
quota allocation by on-selling the quota. As foreign
vessels are increasingly active in Namibian waters,
Namsov is not the only contender bidding for third-
party quotas. The trend in recent years has been
for these quotas to command higher and higher
prices. As a result, costs have increased, with
material impact on Namsov profitability.
Quota allocation mechanism
Bidfish clearly has an interest in how government
fishing policy is interpreted and the official process
for deciding quota allocations. Allocations affect
fleet utilisation, which in turn affects jobs and
profits. In these circumstances, clarity is essential.
The Ministry of Fisheries and Marine Resources
has launched a review of the processes governing
the allocation of quotas. It is hoped a more stable
and more predictable quota system will result in
better access to quotas and lead to higher levels
of fleet utilisation, thereby protecting fishing
industry jobs.
Partnerships
Some years ago, Bidfish created a joint venture
structure, Trachurus Fishing, to assist right-holders
and foster fishing industry diversification. The
Group held a 51% stake in the business.
In commercial and operational terms this
enterprise built a strong position in the industry.
Unfortunately, the joint venture came to an end in
2015 when three of the four partners – those
contributing quotas – decided to exit the business.
Quota allocation
PurchasedOwn allocation Total quota available to BidfishTotal allocated catch (TAC)
09 10 11 12 13 14 15 16
For a prolonged period, while the structure
was wound up, the two Trachurus vessels stood
idle. Exit processes were completed in
December 2015.
The Trachurus experience, however, demonstrated
the potential value of cooperation between new
right-holders and a well-established operator with
the assets and technical and marketing skills
needed to build a viable presence in the industry.
Bidvest Namibia Limited Annual Integrated Report 2016
35
Therefore, Bidfish has again – by working with
three new industry entrants – established a new
joint venture, Carapau Fishing. 2016 was its first
full year of operation. Volumes and profits
exceeded expectations.
Bidfish is contracted to provide management
services to Carapau. Each of the four partners has
a 25% stake in the new business.
Pilchards
In calendar year 2015, the overall pilchard TAC
was 25 000mt. The Bidfish portion was 12 000mt.
However, growing pressure on the pilchard
resource meant that our vessels were unable to
land the full allocation.
For the calendar year 2016, the pilchard TAC was
reduced to 14 000mt. By our 2016 year-end, half
way through the pilchard season, no pilchard had
appeared in Namibian waters, though two vessels
conducted extensive search trips. In some previous
years the pilchards appeared later in the year and
we expect this to be the case again in the current
season.
However, pilchard allocation volumes were
insufficient to justify the opening of the pilchard
canning factory run by our subsidiary, United
Fishing Enterprises (UFE) and canning was
outsourced to another Walvis Bay canning factory.
UFE’s vessels will conduct the fishing operation
and supply to the cannery.
Glenryck
The Africa rights to Glenryck were purchased in
the prior period and Bidfish took energetic steps to
assure product quality and availability.
Research in African and other markets showed
growth potential for Glenryck products. Growth
potential was also identified in South Africa, a
market in which the brand has traditionally held
a strong position.
Sardinella
Pesca Fresca, our Angolan subsidiary with strong
focus on sardinella fishing, maintained the
improvement seen in the prior period. The
sardinella biomass remains robust and to drive
continued growth Namsov sold one vessel to
Pesca Fresca and made a second vessel available
on charter. All registration processes for the vessel
sold to Pesca Fresca were completed.
However, one vessel required maintenance work
and was laid up for a time, resulting in lower
volumes than initially anticipated.
One effect of the slowdown in Angola’s oil industry
is pressure on the country’s currency, the kwanza.
Revenue from our Angolan business was affected
by the kwanza devaluation against hard currencies
and general cash shortages in US dollars.
Oysters
Experimentation continued at Tetelestai
Mariculture, our specialist oyster farming and
marketing business.
Sales volumes were maintained into the local and
Asian markets.
The key focus is on sustainability with the aim of
maintaining low levels of mortality while
continuously reducing operational cost.
Training
Bidfish continues to invest in its people and their
career development. Safety training remains a
strong focus.
To ensure ongoing skills transfer to international
standards, Bidfish maintains close relationships
with several developmental partners, including
the Namibian Maritime and Fisheries Institute, the
Cape Peninsula University of Technology in
South Africa and the Russian naval academy
in Kaliningrad.
Ten candidates sponsored by Bidfish have been
trained to officer grades in Kaliningrad, an exciting
step on the road to the Namibianisation of a
modern, well-led and resourced fishing industry.
Investments are also made in the training and
education of our shore-based personnel.
Successful acquisition
In December, Namsov acquired for N$61,9 million
a 40% shareholding in a downstream distribution
company based in Mozambique. The acquisition
strengthens relationships with a longstanding
customer who has built new warehousing and cold
storage facilities in Maputo.
Namsov has traditionally sold significant horse-
mackerel volumes into Mozambique. The
acquisition assures access to a strong distribution
network, creating a platform for further market
penetration. The acquisition will also enable
improved market intelligence and further
opportunities in other African countries.
Diversification
Pressure on some fish resources has highlighted
the need for strategic diversification.
In the prior period, Bidfish concluded a feasibility
study into the refrigerated seawater (RSW) fishing
technique, whereby RSW vessels would hold fish
in onboard tanks, keeping them fresh for
subsequent discharge at an on-shore processing
plant.
Further investigations and research were then
conducted into the potential for shore-based
processing and value adding of horse-mackerel.
Environmental impact studies and civil and design
work have already been carried out.
Much groundwork has therefore been completed
into a possible move into RSW fishing and
processing. Final approvals for such a development
are still awaited.
Bidvest Namibia Fisheries Holdings (Bidfish) – continued
Bidvest Namibia Limited Annual Integrated Report 2016
36
PERFORMANCE OVERVIEW
While maintaining its position as a fishing industry
leader, Bidfish is eager to broaden its mission and
establish itself as a leading African provider of
affordable protein.
The core product mix will remain fish and seafood,
primarily horse-mackerel, pilchard, monkfish,
sardinella, hake and oysters. However, additional
options include chicken, pork and turkey – product
lines carried by our new Mozambique partners.
Strengthened distribution capabilities create a
platform for the development of new, affordable
brands that will showcase our responsiveness to
Africa’s food security needs. The development of
these brands will receive focused management
attention in the new period.
Future
Trading conditions are expected to remain
challenging in 2017. Recovery of the pilchard
resource may take some time, with consequent
pressure on our pilchard operations.
Quota access remains the key to performance.
Hopefully, the ministerial review of the quota
allocation process will lead to a higher level of
allocation and give management a firmer basis for
forward planning.
Early progress by the new Carapau joint venture is
encouraging and could well set the scene for fuller
cooperation with new industry entrants.
Investment in our people and facilities will
continue, with the possibility of substantial capital
commitments should on-shore processing get the
green light.
Diversification opportunities will be closely
scrutinised and management will seek year-on-
year improvement in revenue and profit.
Bidvest Namibia Limited Annual Integrated Report 2016
37
Bidvest Namibia Commercial and Industrial Services and Products
The division’s name was changed in this financial
year to more accurately reflect the business mix.
Overall performance was stable. Most entities
achieved double-digit growth in profits and
optimised opportunities in an economy showing
signs of a slowdown.
Regrettably, the division fell significantly short of
profit expectations. This was largely attributable to
increased losses incurred by Voltex, our electrical
supplies business. Urgent remedial action was
undertaken in the second half, but positive effects
are not expected until 2017.
Other businesses built momentum by maintaining
the back-to-basics strategy introduced in the prior
period. Training spend was maintained as skills
shortages and talent retention have been identified
as key constraints to sustainable growth.
Strategic growth
Partnerships with SMEs were again a feature of
the year as was collaboration with South African
sister companies.
Growth into complementary areas of activity
remains a strategic priority and in April the division
opened its first Plumblink branch, following the
acquisition of this specialist in bathroom,
kitchenware and plumbing supplies by Bidvest
Namibia’s South African parent.
Plumblink is active in a highly competitive market,
but the division regards plumbing supplies as a
growth area with strong potential. Initial indications
are that the new Windhoek operation will be well
supported.
500
400
300
200
100
010 11 12 13 14 15 16
8,2%Revenue(N$’million)
30
25
20
15
10
5
010 11 12 13 14 15 16
Trading profit
(N$’million)
19,3%
Werner SchuckmannManaging director: Commercial and Industrial Services and Products
Age: 50
Qualification: CA(NAM)/SA B Accounting (Hons)(UCT)
Werner, a chartered accountant, spent several years in Europe in the
transaction services industry before returning to Namibia to take
executive responsibilities in several sectors. He joined Bidvest
Namibia in January 2012 to oversee businesses in the Commercial
and Industrial Services and Products division.
Sustainability
2016 7 268kℓ
9%2015 8 006kℓ
2016 768 523kW
33%2015 1 140 362kW
2016 327 780ℓ 5%2015 311 422ℓ
2016 420
2015 421
2016 N$488 683
21%2015 N$622 313
Bidvest Namibia Limited Annual Integrated Report 2016
38
PERFORMANCE OVERVIEW
Waltons
Pleasing performance was achieved, driven by
high service standards and strong focus on
meeting customer needs.
A new managing director took charge early in the
second half of the financial year. An internal
promotion in line with succession planning
ensured a smooth transition, and the business
maintained strong momentum supported by a
good back-to-school season.
Significant investment was committed to the
ongoing store refurbishment programme. With
only one exception, store traffic expectations were
exceeded following last year’s additions to the
national footprint.
Sales training and the training of supervisors and
management personnel were focus areas and paid
dividends in the shape of efficiency gains, sales
growth and positive customer feedback on the
Waltons shopping experience.
The product mix was continually refreshed and the
team put in a strong finish to the year.
Continued growth is projected for 2017 thanks to
modernised stores and motivated staff. Store
upgrades will continue. A new-look Swakopmund
branch is planned. Opportunities to further expand
the national footprint will be investigated.
Kolok
The business maintained the momentum built in
the final quarter of the previous period and put in a
solid performance. The Waltons rebound helped
the team achieve sales growth. Sales were
assisted by increased stock holding and improved
product availability.
Strategic focus on the Windhoek hub backed by
prompt delivery and service improvements in
outlying areas underpinned growth.
Management again sought efficiency
improvements across all aspects of the business.
Wholesaler/retailer of stationery, office furniture and corporate gifts
Licensed distributor of Konica Minolta branded copiers, printers, etc
Wholesaler and retailer of electrical equipment
Distributor of printer consumables and hardware
Established travel management company
Manufacturer and retailer of office furniture and shop fittings
Hygiene rental equipment and consumables
Plumbing and other related products
Locations
Bidvest Namibia Limited Annual Integrated Report 2016
39
Stock control, warehouse management and
financial controls were reviewed. New product
evaluation continued to ensure the optimum
product mix.
Currency weakness was generally favourable and
margins were well managed.
Minolco
The business achieved significant profit and sales
growth, despite a highly competitive market. Gains
were made from a high base after sustained
growth in the previous period.
Growth was driven by a stable, cohesive
management team, enthusiastic staff and a highly
motivated and skilled sales force. The sales
team won several significant tenders in the
public sector while growing the established blue-
chip customer base.
Continuing growth in volumes was evident in
coastal areas and in the north of the country.
Investment in staff training was maintained, with
special focus on sales, technical and product
training. Feedback from customers indicates that
the technical proficiency of our teams, backed by
a professional approach to the sales function, is a
key source of competitive advantage.
Though new business was gained, the key to
sustained growth remains the high level of
customer retention.
Rennies Travel
Teams did well to build volumes and profits in a
challenging environment. The corporate travel
sector remains highly competitive and was
impacted by the depressed state of the oil and gas
industry and the increasing adoption of high-tech
alternatives to executive travel such as video
conferencing.
Continued growth in leisure volumes was achieved
following diversification into this area in the prior
period.
In the corporate travel business, volumes from our
top 10 customers remained stable while pleasing
levels of customer retention were evident across
the rest of the corporate client base.
Training investment is ongoing as competitive
advantage is secured by a knowledgeable team
with a strong service ethic.
Bidvest Namibia Commercial and Industrial Services and Products – continued
Cecil Nurse
The furniture business performed strongly, driven
by a robust project pipeline and a strong
performance by the sales team. Momentum was
impressive as it came from a high base following
good growth in 2015.
The business’s design and installation skills were
showcased by several high-profile projects,
including work for the University of Namibia and
the Ministry of Finance.
Windhoek remains the core market of Cecil Nurse,
but nationwide contract gains were achieved as
the sales team won business at the coast and to
the north. Investment in the business was
maintained and the manufacturing facility was
revamped.
A key factor behind the success of recent years is
team stability, across both management and
workers. Though stability is an undoubted asset,
efforts will be stepped up to equip a successor
generation with the leadership skills needed to
maintain the growth trajectory in the medium and
long term.
Steiner
The business built on the firm base established in
the previous year. The management team was
strengthened and new staff were taken on to
support a broader geographic footprint and a wider
service offering.
A move into pest and dust control to complement
core corporate hygiene services proved successful
and contributed to volume growth.
Countrywide services were strengthened to
support the strong base in Windhoek. The north
and coastal areas were identified as potential
growth points. Close liaison was maintained with
sister operations in South Africa.
The division still incurred a marginal loss for the
year, but plans to move into profit in the 2017 year.
Voltex
The business put in another disappointing
performance and incurred a significant loss,
despite signs of recovery in the construction
sector. However, many customers in the
subcontractor space remain under pressure.
Energetic remedial steps were taken in the latter
course of the year. Support with branch
management was sought from Voltex SA and new
systems were introduced. The accounting system
was changed and improved warehouse controls
were implemented. The new approach ensures
better visibility of stock availability and closer
alignment between inventory levels and likely
demand.
Debtors controls were stepped up and new sales
tools deployed.
Training investment was also increased to ensure
better product knowledge and improved customer
support. Teams working on major tenders are to be
strengthened in a bid to achieve a higher success
rate in the tender market.
Substantial improvement will be sought in 2017.
Going forward
Pressure on consumers may increase in the year
ahead and trading challenges could well increase
as many commentators expect the national
economy to achieve lower growth going forward.
Despite the economic head winds, the division will
pursue growth in profit.
All divisional contributors, with the exception of
Voltex, achieved a measure of growth in 2016 and
some built strong momentum.
The critical factor governing future divisional
performance is the pace and extent of the planned
turnaround at Voltex. Though losses were deeply
disappointing, some positives were apparent by
year-end. Key challenges have been identified and
the first steps have been taken to stem losses.
A return to health by Voltex will have knock-on
effects across the division, setting the scene for an
improved overall performance in 2017.
Our businesses will continue to seek efficiencies
and will explore avenues for continued organic
growth. Potential for acquisitive growth will also be
explored.
Bidvest Namibia Limited Annual Integrated Report 2016
40
PERFORMANCE OVERVIEW
Bidvest Namibia Automotive
Bidvest Namibia acquired Novel Motor Company
for N$238,8 million, effective July 31 2015.
The business made an 11-month contribution to
the Group, achieving profit levels that were in line
with expectations.
The division operates dealerships in Windhoek and
Walvis Bay and holds the franchises for Ford,
Mazda, Volvo, Land Rover and Jaguar. The division
exited the Volvo franchise late in the year. However,
it will continue to provide support to Volvo owners.
The product and service mix includes new and
used vehicle sales, parts and accessories retailing,
vehicle finance and insurance products, after-
sales and workshop services.
Overall performance was on par with the previous
year, despite a weakening new car sales market.
Macro pressures
The market slowdown was most noticeable in the
final quarter, with industrywide new vehicle sales
down 20% in the Windhoek area alone.
Ricardo Castilho RaposoManaging director: Automotive
Age: 36
Qualification: BCom PPE (UCT), BCom (Hons) Financial Analysis
and Portfolio Management (UCT)
Board committee membership: Risk and executive
Ricardo has 10 years of entrepreneurial experience. He has
managerial experience in a variety of fields including agriculture,
property development and the automotive sector in South Africa
and Namibia. He joined Novel Motor Company in 2006 and was
appointed to the board in 2008. Ricardo held a variety of roles in
business administration at branches of Novel in both South Africa
and Namibia until 2010 when he returned to Namibia on a
permanent basis and was appointed franchise director over all
brands of the group, he was appointed as managing director of
the Novel group (Namibia) in 2011. In 2012 Ricardo received the
Chairman’s Award of Excellence from Volvo Cars South Africa.
Ricardo resigned with effect 30 September 2016.
Sustainability
2016 2 555kℓ
2016 422 393kW
2016 340 754ℓ
2016 234
2016 N$540 868
Bidvest Namibia Limited Annual Integrated Report 2016
41
Market weakness was primarily driven by macro
factors. Namibia’s drought had an adverse effect
on confidence and contributed to a wait-and-see
attitude that caused the sale of many big-ticket
items to stall.
Government belt tightening affected many sectors,
including the new car market. Consumers had to
deal with two rises in interest rates (pushing rates
up 1% in all) while the banks have become
increasingly conservative when advancing credit.
Simultaneously, currency weakness contributed to
higher prices on the showroom floor.
In addition, our dealerships were affected by falling
supplies from the factory, impacting product
availability in some preferred model ranges.
Continuity assured
Despite these challenges, the division put in a solid
performance.
The change of ownership was managed without
disruption to the business. Senior management
was unchanged and “business as usual” was
achieved as managers are close to their operations
and customers.
The business also benefits from a strong position
in the automotive retailing marketplace. Novel,
launched in 1986, has operated from the same
location for three decades and has a well-
established customer base.
Segmental analysis
Sales of new vehicles fell by 5,3% to 1 557 units
(2015: 1 644 units). The drop was significantly
better than the overall industry experience
(an estimated 20% decline). Used vehicle sales
eased higher to 279 units (2015: 250 units).
Stronger consumer interest in pre-owned stock
was especially evident toward the end of
the period.
The Land Rover and Jaguar dealership achieved
the strongest growth, but from a smaller base than
the division’s other marques.
Service centre volumes were much the same as
the previous year, though slight improvements
were noticeable at the Ford and Mazda dealerships.
Innovation
Capital investment was maintained, with
N$11 million invested to upgrade the Land Rover
facilities. Mazda and Volvo operations were
consolidated and are now run from new premises.
An online Call-a-Car platform was developed and
went live in mid-year. All vehicles – new and used
– are logged on the website.
Recognition
The division conducts regular customer satisfaction
surveys, as do our brand principals.
Our Land Rover and Jaguar dealership was named
the best in Namibia and South Africa and was also
recognised as the most improved Land Rover and
Jaguar dealership. This operation now features
regularly in the marque’s top five for customer
satisfaction.
The division’s Ford dealership frequently features
in Ford’s top five for new vehicle sales across
southern Africa.
Marketplace opportunity
In the face of challenging marketplace conditions,
teams seized the opportunities presented by a
series of new launches.
The year was notable for the launch of the facelift
to the Ford Ranger bakkie and the introduction of
several all-new models – the Ford Everest, Ford
Figo, Ford Mustang, the Jaguar XE, the Jaguar XF,
the Discovery Sport and the Mazda CX3.
Environment
The division is committed to minimising
environmental impacts wherever possible. Used
motor oil has long been recycled in partnership
with a specialist in this field. Paper and cardboard
boxes are also recycled.
Reduction in water usage is also a point of focus.
In drought conditions our operations have been
rigorous in their application of water restrictions.
Improvements to dealership systems have also
enabled a reduction in paper usage as email
statements are now sent to most customers.
Electricity usage is another focus area. Tariffs have
risen significantly in recent years, making it
imperative that this cost component be addressed
in our continuing drive to improve operational
efficiency.
Our corporate social investment initiatives often
target environmental issues. In 2016, we gave an
NGO free use of a vehicle for two years. The
vehicle will be used in its efforts to combat rhino
poaching.
A vehicle has also been provided to a Windhoek
hospital to improve its emergency response
capabilities.
People
Traditionally, the business has been characterised
by positive relationships between management
and workers. These positive relationships
continued in 2016 and there were no work
stoppages.
We are a growth-minded business and 30 new
jobs were created during the year. Job creation
occurred across the board, from sales positions to
the workshops.
We significantly increased our investment in
training. Sales and product training is carried out
locally and in Johannesburg in collaboration with
our brand principals. Technical training is also
conducted by the division and in association with
our franchise partners.
Focus areas for training included customer and
after-sales support.
Safety training was also stepped up following the
adoption of a new health and safety policy. First aid
training was conducted and courses run in fire
prevention and control.
General safety training emphasised the need for
risk limitation in all activities.
Bidvest Namibia Automotive – continued
Bidvest Namibia Limited Annual Integrated Report 2016
42
PERFORMANCE OVERVIEW
Future
The division will look to grow both revenue and
profit in 2017. Investment in additional capacity is
a priority and upgrades to the Ford dealerships in
both Windhoek and Walvis Bay are planned.
Coastal operations will be reviewed with the
intention of committing significant investment to
new-look premises.
Trading conditions became increasingly
challenging as 2016 came to a close and it may
be that demand for new vehicles will weaken
still further in 2017. However, model ranges have
recently been “refreshed” and sales teams will
mount a concerted effort to maintain volumes.
Pressure on disposable income is expected to
persist, suggesting that consumer interest may
shift to the used vehicle market. We are well
positioned to respond.
Extension of vehicle replacement cycles creates an
opportunity to increase our workshop volumes.
Workshop and service centre training will be
stepped up to maximise this opportunity.
We will again increase our investment in our
people.
Satisfaction surveys and monitoring by our
franchise partners help us identify areas for
improvement. Customer service has become an
area of focused management attention. Increased
training investment will be allocated to this area.
Primary focus in the year ahead will be on organic
growth. However, opportunities for acquisitive
growth may also occur and will be closely
scrutinised.
Bidvest Namibia Limited Annual Integrated Report 2016
43
Bidvest Namibia Freight and Logistics
Teams put in a resilient performance in the face of
challenging trading conditions and a lack of project
work. In this difficult environment, results fell
below budget forecasts. However, the business did
well to achieve some gains as the oil and gas
industry remained stagnant and transit cargo
volumes fell away.
Management stepped up efforts to secure savings
and efficiencies while the division’s business
model was further refined to achieve sharper focus
on four core areas of activity:
– Marine services
– Freight and logistics
– Cargo management and
– Trading.
Reorganisation was driven by the need to give
maximum support to businesses with the highest
potential for solid profit generation in largely
depressed industry conditions.
Customer service received top priority. Areas of
overlap were removed to ensure every customer
has a single point of entry in all interaction with the
division while teams take personal ownership of
client relationships.
Tender successA significant success was registered in the cargo
management arena when the division won the
Swakop Uranium tender. The work entails short-
haul logistic support between the port and
Manica’s warehouse premises in Walvis Bay and
the warehouse storage of the cargo.
Our work on the Swakop Uranium project
spotlighted the new approach to customer service
as a dedicated team was assembled to provide
focused client support. The aim is not simply to
respond to needs, but to anticipate them.
The current tender runs until the end of the
calendar year 2016.
Michael Wayne SamsonManaging director: Freight and Logistics
Age: 56
Qualification: BCom; Dip Acc, Management Development and CA
Appointed: Mike joined Manica Group Namibia on 26/10/2015
Mike was financial director of Manica Zimbabwe and left in 1997.
In 2006 Mike started a bottled water company in South Africa which
was subsequently sold. He was appointed as the managing director
of Nampak Cartons, Nigeria from 2013 to 2015.
400
350
300
250
200
150
100
50
010 11 12 13 14 15 16
15,9%Revenue(N$’million)
50454035302520151050
10 11 12 13 14 15 16
Trading profit
(N$’million)
66,9%
Sustainability
2016 6 988kℓ
48%2015 13 321kℓ
2016 962 908kW
7%2015 1 036 807kW
2016 310 444ℓ
6%2015 328 629ℓ
2016 637
2015 638
2016 N$1 715 391
18%2015 N$2 092 310
Bidvest Namibia Limited Annual Integrated Report 2016
44
PERFORMANCE OVERVIEW
TradingFr
ee igghtt && Looggiisstticc
ss
Cargo Managem
ent
Marine Services
Freight and Logistics
Ocean Liner Services
Husbandry services for liner and non-liner principals
Lüderitz Bay Shipping and Forwarding
Based in Lüderitz it provides clearing and forwarding services, ships agency, bunkering and warehousing
Representatives of the following liners:
MACS MOL
Orca Marine Services
Launch service to ferry goods and crew to vessels at anchorage and port
Woker Freight Services
Specialist in clearing and forwarding services
Monjasa
JV for bunkering services
Lubrication Specialists
Premier supplier of lubricants across industries
Walvis Bay Stevedoring
Cargo handling services in the ports
Walvis Bay Airport Services
Ground handling support at the airport
Rennies Consolidated
Warehousing facilities including bondage area, container yard, weighbridge and under roof storage
Rennies Transport
Transporting cargo
Bidvest Namibia Limited Annual Integrated Report 2016
45
Bidvest Namibia Freight and Logistics – continued
Strategic developmentA key strategic development gained momentum as
we increased our focus on supply chain logistics
and warehousing services. Our customer-centric
approach helped us increase warehouse volumes
in an intensely competitive market.
The availability of customer-focused services
across the supply chain reinforces relationships,
improves our competitive position and provides
opportunities to achieve a bigger share of overall
cargo volumes in the wider transport field.
Customers have reacted positively to the wider
service offering.
Volume pressuresFluctuations in commodity demand had significant
impact on our terminals business. Volatility was
particularly evident in the export of Zambian
copper. Demand for our services became
increasingly intermittent.
Container traffic volumes also fell significantly. One
factor behind the fall is the low oil price and its
impact on the Angolan economy and the Angolan
appetite for imports.
Lower container volumes were a disappointment,
but were not unexpected in view of longstanding
pressure on the oil sector and on consumer
spending.
We retain a strong market position in the import
and export of grain and witnessed a small rise in
grain imports for food and feed stock.
Maximising opportunitiesWith demand and volumes under pressure, our
teams looked to maximise all areas of opportunity.
For example, Lüderitz has witnessed an uptick in
activity levels as some importers of heavy
equipment intended for various projects in the
north of South Africa are making greater use of the
port. We responded energetically and won
business from a new category of customers
looking for reliable transport services out
of Lüderitz.
Demand for many marine services has slackened
as oil exploration companies have decommissioned
rigs and suspended operations. However, rigs still
require care and maintenance and maintenance
workers still need support.
This led to increased focus on “husbandry
services”. Our newly introduced Orca launch
service responded by transporting oil industry
personnel and delivering some cargo. Orca has
now achieved a stable customer base.
Marine service opportunities that did occur were
grasped to the full. This included the provision of
services to support vessels when a floating refinery
made harbour, in Walvis Bay, on its way from
Singapore to the North Sea.
However, the level of port arrivals was significantly
lower than in recent years, impacting demand for
ships agency services and stevedoring.
Materials handlingThe recently launched materials handling business
(Rennies Transport) continued to make progress
with the leasing of forklifts and associated
equipment to a stable base of customers.
In a tough economy, many firms are striving for
improvements in operational efficiency and look
increasingly to the gains made possible by the
deployment of modern materials handling systems.
This has helped our new business entrench its
position.
Returns on leased assets are in line with
expectations.
TradingThe trading business – primarily the supply of
lubricants and bunkering services – had another
good year. Challenges related to inventory
management arose, but these were successfully
dealt with, enabling teams to seek new growth
opportunities.
The bunkering service continued to grow and won
several tenders for the supply of heavy grades
of oil.
PeopleUnlike some other players in our industry, we
announced no retrenchments. Headcount fell, but
this was a result of natural attrition.
We may have reduced our level of capital
investment, but we continued to invest in safety,
skills transfer and the development of our people.
Our commitment and support to the wider
community, including small businesses and
entrepreneurs, remains a permanent feature of our
business. We continue to channel 1,5% of after-
tax profits to health, education, the environment
and sport while our staff make their own
community contribution, either individually or via
the Pandula Trust, an employee initiative that
supports communities in need.
Going forwardThough continued pressure on the Namibian
economy and the economies of neighbouring
states is expected, some hopeful signs emerged
late in the period. For example, the long-haul
transport fleet experienced some volume
improvements. This uptick is largely attributable to
increased movement of meat and grain to and
from Windhoek.
Organic growth of transport volumes will be
pursued energetically in the year ahead.
Management will focus on the early identification
of areas of growth and ensure these opportunities
are fully realised.
Trading operations will increasingly complement
our activities in the maritime sector as we serve a
growing number of customers in the industrial and
mining sectors. Management will look to increase
the penetration of the Botswana mining industry.
Our terminals business is positioned to benefit
from an expected increase in the amount of food
aid intended for Zimbabwe, though in general
terms continued pressure is anticipated in view of
sluggish global demand for Africa’s commodities.
Macro-economic challenges will continue to
impact our business. When Namibia and the region
experience growth, so does the Freight and
Logistics division. Pressure on imports and exports
invariably translates into a strategic challenge for
our operations.
However, streamlined structures have bedded in
well, costs have been contained and working
capital management shows continued
improvement. Our IT systems give us a qualitative
edge on many competitors and the past year
showed that we are well equipped to grow market
share in a challenging trading environment.
Where growth is achievable we will secure it while
continuing to deliver efficiency gains.
Bidvest Namibia Limited Annual Integrated Report 2016
46
PERFORMANCE OVERVIEW
Sustainability
2016 19 504kℓ 44%2015 13 563kℓ
2016 4 678 520kW 1%2015 4 615 124kW
2016 903 950ℓ 7,5%2015 840 545ℓ
2016 496
4%2015 518
2016 N$417 653 238%2015 N$175 522
Bidvest Namibia Food and Distribution
2016 was a year of adjustment to Namibia’s “new
normal”, at least for the short and medium term.
Market difficulties intensified and competition
sharpened. Disposable income was under
pressure and consumer spending fell or was
redirected.
Down-trading was evident across all socio-
economic groups. “Shopping tourism” from Angola
also fell away.
There were no new store openings in the quick
service restaurant sector, though a small rise in
out-of-home eating was reported.
Business appeared brisk at Windhoek’s new
shopping centres, but on closer examination it
seems the “retail pie” is merely being reallocated
across retail brands and chains, with little or no
growth in volumes.
In these circumstances, the division failed to meet
profit expectations, though some notable
successes were achieved by individual teams.
It was a year of consolidation, with no new
acquisitions and no disposals. Management’s aim
was to create a platform for organic growth while
achieving ongoing efficiency improvements.
Henry Francois FerisManaging director: Food and Distribution
Age: 48
Qualification: BCom (Unam/Unisa) and BCom (Hons) (Unisa)
Henry has held senior positions in the financial, human resource and
general management disciplines at leading Namibian corporates,
including Standard Bank, Rossing Uranium Mine, Namibia Breweries
and Pick n Pay Namibia. He was appointed as managing director
since 2004 within the Ohlthaver & List group of companies.
His managerial experience covers the financial, mining,
manufacturing, hospitality and retail industries. He also possesses
additional qualifications in the field of industrial psychology.
Henry was a board member of Team Namibia (2015) and chairman
of Namibia’s Retail Charter (FMCG) task group. He joined Bidvest
Namibia in January 2015.
1 500
1 200
900
600
300
010 11 12 13 14 15 16
0,3%Revenue(N$’million)
50
40
30
20
10
010 11 12 13 14 15 16
Trading profit
(N$’million)
104,6%
Acquired T&C in
November 2011
Bidvest Namibia Limited Annual Integrated Report 2016
47
Turnaround
Strategically, the key feature of the first half was
intense management focus on a divisional
turnaround plan following significant declines in
profit and revenue during 2015.
By year-end it was apparent that key elements of
the plan were delivering the anticipated benefits.
The fall in sales was halted and year-on-year profit
gains were achieved. Margins, by and large, were
well protected.
Efficiency focus
Operations moved to a new business model in
which they become partners of their customers
rather than undifferentiated suppliers to legal
entities. The intention is to consistently increase
the basket of goods delivered to each customer,
creating supply and inventory management
efficiencies for the customer and distribution
efficiencies for us.
In parallel with the shift in the business model,
management launched a focused effort to achieve
savings and improve efficiency. Expenses were
well controlled, working capital management
improved and cash flows grew.
A specific area of focus was customer claims as
these had moved significantly higher in 2015.
Claims fell during the review period, indicating that
the new customer service ethos was having
positive effects.
In the second half it became clear that operational
and cost efficiencies were becoming a source of
competitive advantage.
The efficiency focus was not simply a matter of
cutting costs. Improved business intelligence
made it possible to build up certain categories of
stock in anticipation of growing customer demand
for products with a clear value proposition. These
new lines of business showed pleasing growth.
Benefits of scale
The benefit of increased scale following last year’s
integration of ProTrade into Taeuber & Corssen
(T&C) became increasingly apparent. ProTrade’s
Bidvest Namibia Food and Distribution – continued
Katima
Mulilo
Total of 33
temperature-
controlled trucks
Total of 24
ambient trucks
Ongwediva
Ondangwa Rundu
Grootfontein
Otjiwarongo
Swakopmund
Walvis Bay
Gobabis
Rehoboth
Keetmanshoop
Karasburg
Lüderitz
Rehoboooooththththththtth
K t
K
MMM
Total of 33
temperatu
vavavava
ndddand n Rundu
ein
kop abis
ngngggggggwwwwwwawwngngn
GroGGGGGGG otfonte
Otjiwarorrrrronr go
non-food lines found a ready fit with T&C’s FMCG
range. However, substantial effort is required to
provide supplier support and address demand
from retail outlets. Consolidation went well and
creates a more effective cost structure. Integration
has been well received by customers.
Optimisation of the consolidated business
will continue.
Reshaped Caterplus
The Caterplus turnaround maintained its
momentum and the operation continued to benefit
from the routing efficiencies generated by its new
network of distribution hubs.
Teams have been restructured to optimise skills, a
logistics review is under way to unlock further
distribution efficiencies and a speciality retail arm
has been built into the business.
New lines of cheeses, chocolates, delicacies and
health foods have been added to the Caterplus
line-up. Customer response has been positive. The
new lines are sourced from South Africa,
minimising currency effects.
Recent experience has confirmed that significant
competitive advantage can be derived from
physical closeness to customers. Investigations
have therefore begun into the most effective way
of broadening the Caterplus footprint.
Our investment in modern multi-temp facilities and
growing customer orientation ensured growth in
market share across key product lines. However, it
is important not to rest on our laurels.
Delivery to more customers more frequently in
more areas will help us maintain momentum.
Chicken
A N$7 million settlement was received from
Namibian Poultry Industries following our
successful court challenge to the abrupt
cancellation of a distribution contract. The case
went to appeal, but the court upheld the initial
award in our favour.
Government restrictions on chicken imports
remain in place and have an adverse effect on
business.
Our people
The efficiency drive focused on the streamlining of
processes rather than staff cutbacks and our
overall staff complement eased higher.
Bidvest Namibia Limited Annual Integrated Report 2016
48
PERFORMANCE OVERVIEW
The industrial relations environment remained
stable and annual wage negotiations went well.
Training investment was maintained, as was the
investment in worker safety and food safety. There
were no worker fatalities.
Food safety and environmental
issues
Our businesses adhere strictly to World Health
Organization guidelines governing the storing,
handling and distribution of food products.
In addition, we scrupulously implement all
requirements from brand principals involving stock
rotation, product integrity and quality assurance.
Separate warehouses or divisions accommodate
foodstuffs, chemicals and other items.
Teams continually seek to improve fuel efficiency.
The new network of distribution centres has
helped to contain fuel usage. To maintain skill
levels, drivers are regularly retested.
Teams strive for maximum efficiency at our chilling
and freezing plants. An upgrade of the ammonia-
based refrigeration plant in Windhoek is planned
early in the new period.
The year ahead
Trading conditions are expected to remain difficult,
and may become even more challenging should
pressure increase on consumer spending.
Our turnaround plan and subsequent efficiency
improvements enabled us to secure competitive
advantage in core areas of our business in 2016.
In the coming year, the full 12-month effect of the
turnaround strategy will help us secure further
gains.
Our mission is to establish ourselves as Namibia’s
only truly national broadline, multi-temp distributor
of food, foodservice products and associated
product lines.
In the year ahead, all teams will begin to align their
businesses with this national mission. Silos are
already being collapsed in favour of integrated
structures that permit closer collaboration and
greater efficiency. This work will be accelerated.
Rapid movement is planned to the next level of
integration across the warehousing, logistics,
supply chain and planning systems.
Investment in people, capital equipment and the
branch network will be maintained at a high level.
In 2016 we created the potential for renewed
growth. In 2017 we plan to realise this potential.
Bidvest Namibia Limited Annual Integrated Report 2016
49
Other
Bidvest Namibia PropertiesThe property portfolio of Namibia hosts a variety of properties being occupied by internal
rentals. The properties are all situated in industrial areas. The rentals are market related. This
division continuously seeks opportunities to place our businesses in strategic locations for
business improvement. All rentals with third parties are maintained by Bidvest Namibia
Properties and all new locations are thoroughly researched to ensure a good fit for the
envisaged business.
Theo MberiruaCommercial director of Bidcom
Age: 53
Qualification: BSc (Mercy College, New York), MBA
(Accounting) (Baruch College of the City University of
New York)
Theo has held senior executive positions at several
major corporates, including Namibia Breweries,
Lonrho, Telecom and Standard Bank and has lectured
on business subjects in both the USA and Namibia. He
was a member of the Presidential Economic Advisory
Council. In addition, Theo is part of the executive team
at the Namibia Chamber of Commerce and Industry
and is a former chairperson of the SADC Banking
Association. He joined Bidcom as commercial and
business development director in April 2012.
Bidvest Namibia Limited Annual Integrated Report 2016
50
PERFORMANCE OVERVIEW
Bidvest Namibia Information Technology (BVNIT)BVNIT supplies IT services to internal as well as
external customers.
BVNIT has a unique approach to IT service delivery
by “IT-enabling” their customers with access to the
entire spectrum of facilities and functionality of
their professional data centres. This is highlighted
by the fact that BVNIT is a Microsoft Certified
Partner based on multiple competencies including
the hosting, server and desktop competencies.
They also hold many other strategic partnerships
such as VMware, Veeam, ESET, Cisco, Dell,
SimpliVity, Fortinet and Sage.
The customers host their applications in an
“outsourced” IT environment without having to
implement and maintain the required infrastructure
themselves, whether it be in the data centres, or at
the customer’s premises.
BVNIT offers their hosted clients complete system
redundancy in the form of server virtualisation with
high availability. Products and services provided by
their data centres are inter alia:
– Internet access protected by a fully demilitarised
zone with multiple firewalls and anti-virus
protection;
– Hosted exchange messaging provision
including mail, calendar, contacts, tasks, notes,
integrated faxing and disclaimer protected by
our anti-spam, anti-virus and backup systems;
Namibia Bureau De Change (NBDC)Bidvest Namibia bought 49% of NBDC effective
July 15 2015. The major shareholder is Bidvest
Bank who ensure with their dedicated expertise
that NBDC remains competitive and driven in the
market. NBDC is a specialist in foreign exchange
dealings therefore broadening Bidvest Namibia’s
footprint in the tourism industry. They have
branches at the Hosea Kutako International Airport,
Windhoek city centre and opened a new branch in
Walvis Bay during the year.
Not only does NBDC cater for inbound tourists in
forex dealings but also for Namibians wanting to
go abroad with their unique World Traveler Card
which is internationally recognised.
– Database systems provision and management
based on SQL Server and MySQL, secure data
storage and many others.
In addition to the infrastructure services mentioned
above BVNIT also boasts three Sage ERP
300 (Accpac) certified resources as part of our
team, therefore being an official Sage ERP solution
provider.
Bidvest Namibia Limited Annual Integrated Report 2016
51
Namsov Community Trust (NCT) Since the inception of NCT in 1991, the trust has disbursed contributions for the
quality upliftment of Namibian throughout the regions of Namibia. To date NCT has spent over
N$90 million towards community development, education, health, information technology, natural
resources and enterprise development across all regions.
Bidvest Namibia Limited Annual Integrated Report 2016
52
PERFORMANCE OVERVIEW
The Governors’ Regional Development ProgrammeNCT has embarked on a Regional Development Programme in partnership with the Governors of the
Republic of Namibia. The aim of the programme is to empower grass roots constituencies with resources
to be able to address the grassroots socio-economic needs of Namibian communities.
A commitment of N$1,5 million for each of the 14 regions in Namibia over a period of three years
starting 2015 was made by NCT to contribute to the eradication of poverty in the regions.
Each region has different needs and the money is allocated accordingly.
BursariesDuring the year NCT handed out bursaries to Namibian talent to the value of N$1,9 million.
Quote from student: “The NCT programme has provided me with the financial means to
invest in higher education in a stress free environment. The professional and personal impact of this aid
has given me a head start on my ability to perform in my academic responsibilities,
allowing me to pursue a professional and successful career”.
Bidvest Namibia Limited Annual Integrated Report 2016
53
Financial director’s review
“We remain focused on cost control, working
capital management and the generation of acceptable
returns on funds employed.” Theresa Weitz, financial director
Overview
Bidvest Namibia experienced a very difficult financial
year, resulting in performances that fell below
expectations. Significantly lower contributions from
the Fishing and Freight and Logistics divisions
outweighed the improvements in the Food and
Distribution division and the contribution by the
new Automotive division. Trading profit of
N$294,9 million was achieved, a decline from the
prior year of N$114,8 million (a decrease of
28,0%).
The Fishing division remained the main contributor
to trading profit, contributing 67% of overall profit
(in the previous year, Fishing contributed 82,9% of
overall profit) despite a decline of 41,8% in trading
profit to N$197,4 million. Horse-mackerel tonnes
sold decreased by 36,2%. Although our portion of
the direct quota allocation did not decrease further
during the financial year, the total allowable catch
decreased slightly and the Group’s access to quota
decreased.
Revenue increased by 9,2% to
N$3,9 billionTrading profit declined
by 28,0% to
N$294,9 millionOperating profit decreased
by 42,8% to
N$292,8 millionSignificant decline in the Fishing division’s operating profit due to
lower volumes and lower hard currency prices
Freight and Logistics experienced a decline in project activity and
reduced port and freight volumes
Commercial and Industrial Services and Products showed strong revenue and operating profit growth in most entities
Food and Distribution performance improved
Acquisitive growth and diversification achieved through
investment in automotive industry
New Automotive division performed remarkably well and
in line with expectations at acquisition
Dividends down by 32,1% to
38,0 cents per share
Bidvest Namibia Limited Annual Integrated Report 2016
54
PERFORMANCE OVERVIEW
In the previous financial year, the Group sold one
vessel to the Carapau joint venture, in which
Namsov has a 25% stake and the Bidvest Group
an effective 17% interest. The new joint venture
performed well in the review period and contributed
N$8,3 million in equity-accounted earnings. The
vessel’s full operations were included for six
months of the previous financial year, when the
vessel operated on purchased quota.
Another vessel was sold during the current
financial year. The disposal was necessitated by
the exit of the Trachurus joint venture partners. In
the Trachurus structure each party contributed
quota to the joint venture, consequently the quotas
held by the exiting partners are no longer available
to the Group.
The average hard currency price achieved by our
Fishing division was 21% lower than the previous
financial year. A lower exchange rate versus the
US dollar helped to offset the impact. The average
exchange rate had a 26,1% positive effect on
revenue.
Horse-mackerel fishing accounted for almost all of
the Fishing division’s profit as profits in Angola and
at our oyster business were absorbed by losses in
our pilchard business.
Our Angolan operations generated lower than
expected profits, mainly due to mechanical
breakdown of the two vessels. The business
generated 9% of the Fishing division’s operating
profit.
The Namibian pilchard resource is under great
strain, putting the industry and our operations
under severe pressure.
Freight and Logistics revenue declined by 15,9%,
resulting in a 66,9% drop in operating profit to
N$11,9 million. The division struggled due to a
lack of projects and reduced port and freight
volumes. The division was streamlined to align the
structure with the current level of business at
various subsidiaries.
Food and Distribution improved on the prior year.
This year’s trading profit includes a N$7 million
settlement from Namibian Poultry Industry
(Proprietary) Limited relating to its cancellation of a
chicken distribution agreement. This division is
still not generating acceptable returns and
management action is under way to improve
operational efficiencies and internal controls.
Most businesses in the Commercial and Industrial
Products and Services division performed well,
achieving double-digit growth in revenue and
profits. These gains were negated by a poor
performance at Voltex. A turnaround plan is
currently being implemented in this business. The
division launched a new business – Plumblink
Namibia (Proprietary) Limited.
Acquisitions
Bidvest Namibia acquired International Capital
Investments (Proprietary) Limited, trading as Novel
Motor Company, and Lenkow (Proprietary) Limited
with effect from July 31 2015 for N$233,8 million,
in line with the Group’s continued strategy of
diversifying its business portfolio. Novel is a well-
known vehicle dealership while Lenkow owns the
Windhoek showroom and service centre premises
from which Novel operates. The Automotive
division contributed N$42,6 million trading profit
for the 11 months ended June 30 2016. Lenkow’s
contribution is included in the results of the
Corporate Services and Properties division. The
Automotive division performed remarkably well in
a declining car market. Its results were in line with
our expectations at the time of the acquisition.
The Group also acquired a 49% stake in Namibia
Bureau de Change (Proprietary) Limited on
July 16 2015 for N$8,5 million. This company
provides foreign exchange services to individuals
and businesses. This operation, though small,
exceeded our profit expectations. The Group
received N$1,4 million equity-accounted earnings
from this business in the financial year.
In addition, the Group, through its Namsov
subsidiary, acquired a 40% shareholding for
N$61,9 million in Industria Alimentar Carnes de
Moçambique Limitada, a food distribution company
incorporated in Mozambique. The transaction was
effective from December 11 2015. Operationally,
this business performed in line with expectations.
However, currency devaluations resulted in only
N$808 000 in equity-accounted earnings during
the financial year.
Financial position
Bidvest Namibia’s balance sheet remains strong
and the Company has sufficient cash resources for
potential acquisitions.
Property, plant and equipment purchases totalled
N$120,7 million. Replacement capital expenditure
at all businesses was maintained, while Novel’s
Land Rover upgrade and Mazda leasehold
improvements resulted in additional capital
expenditure of N$16 million.
Net working capital fell by N$13,3 million. This is
as a result of lower activity in Fishing and Freight
and Logistics. Provisions for doubtful debtors and
obsolete stock are adequate.
The Group remains focused on cost control,
working capital management and the generation
of acceptable returns on funds employed.
Significant focus is being directed at operations
where performance is below expectation.
Business risks
Our fishing operations remain the dominant profit
contributor to Bidvest Namibia. The Fishing
division’s biggest current risk is that realised prices
on horse-mackerel sales might drop to levels
below our operating costs – an issue addressed in
greater detail in the sustainability section of the
annual integrated report. Access to sufficient
quotas and the health of the fishing resource are
key drivers of our performance.
To bring greater balance to our overall business we
continue to pursue acquisition opportunities or
look to start businesses that reflect the broad
spread of activities for which our holding company
is known in South Africa.
Currency risk is an integral part of business
operations at a Group with international exposure.
To balance such exposure we ensure that assets
and liabilities in foreign currency are matched.
At operational level, credit risk remains acute. Our
debtors remain well managed. However, continued
vigilance is required.
Bidvest Namibia Limited Annual Integrated Report 2016
55
Financial director’s review – continued
We also address risk by ensuring our business
model remains fit for purpose. Organisational
structures are uncluttered and expenses well
controlled.
Bidvest Namibia’s decentralised and
entrepreneurial business model continues to prove
itself. Our head office structures remain lean. We
are a big business, but we have an entrepreneurial
and small business culture.
Sustainability
Bidvest Namibia has always committed to
sustainable business practice and since inception
has behaved with a sense of responsibility to the
community, the environment and our people.
In the 2016 financial year, CSI spend decreased
from N$19,7 million to N$15,8 million (including
disbursements by the Namsov Community Trust).
Namsov Community Trust is a 10% shareholder in
Namsov and lower dividends affected the level of
its CSI spend.
We are a responsible corporate citizen and
emphasise the need for accountability, fairness
and transparency in our dealings with all
stakeholders. In our view, strategy, sustainability
and risk are inseparable.
Future
The Fishing division continues to face significant
challenges, especially in its horse-mackerel and
pilchard operations. We will continue to rightsize
our fishing operations in line with quota availability
and will strive to explore further joint ventures with
new horse-mackerel right-holders.
The commercial businesses face challenging
economic conditions, and efforts are being made
to align cost structures with revenue streams.
All potential opportunities identified during the
Novel Motor Company’s pre-acquisition evaluation
have yet to be unlocked. Efforts to realise further
potential will be an area of focus in the year ahead.
Management continues to pursue acquisition
opportunities to bring further balance to our
portfolio by securing exposure to a broader range
of industries.
Theresa Weitz
Financial director
Bidvest Namibia Limited Annual Integrated Report 2016
56
PERFORMANCE OVERVIEW
Value added statement
Note
2016
N$
2015
N$
Revenue 3 858 596 3 534 769
Paid to suppliers for materials and services (2 856 110) (2 362 105)
Value added 1 002 486 1 172 664
Income from investments 38 058 43 312
Total wealth created 1 040 544 1 215 976
WEALTH DISTRIBUTIONSalaries, wages and other employment costs 1 595 728 577 896
Providers of capital
Dividends to shareholders 114 455 129 291
Dividends to non-controlling interest 50 354 83 459
Finance cost on borrowings 18 750 3 164
Central and local government 2 138 959 162 561
Total distributions 918 246 956 371
Reinvested in the group to maintain and develop operations: 122 298 259 605
Amortisation, depreciation and impairments 84 469 71 839
Deferred taxation (32 477) (11 950)
Undistributed profit for the year attributable to owners of the parent 69 767 159 945
Undistributed income attributable to non-controlling interest 539 39 771
Total wealth distributed 1 040 544 1 215 976
Notes to the value added statement
1. Salaries, wages and other employment costs
Salaries, wages, overtime payments, commissions, bonuses and allowances 540 648 528 727
Employer contributions 55 080 49 169
595 728 577 896
2. Central and local governments
Current normal company taxation 120 725 144 473
Quota levies and royalty fees 15 402 16 853
Rates and taxes paid on properties 2 832 1 235
138 959 162 561
3. Additional amounts collected on behalf of central and local government
Value added tax collected on revenue 513 869 428 618
Customs and excise duties 37 361 45 251
Pay-as-you-earn deducted from remuneration paid 73 852 58 964
Non-resident shareholders’ tax deducted from dividends paid 3 054 3 903
628 136 536 736
Wealth distribution 2016
596165
139
122
19
Employees
Finance cost and borrowing
Central and local government
Reinvested in operations
Dividends to shareholders and non-controlling interest
Wealth distribution 2015
578
213
163
260
3
(N$’million) (N$’million)
Bidvest Namibia Limited Annual Integrated Report 2016
57
Eight-year review
2016 2015
Extract from financial statements N$’000
Revenue 3 858 596 3 534 769
Trading profit 294 887 409 655
Net finance income 17 133 27 111
Attributable profit 235 114 412 466
Shareholders’ interest 2 303 911 2 278 030
Total assets 3 160 024 3 024 579
Funds employed** 1 485 273 1 436 838
Cash generated by operations 388 187 531 746
Wealth created by trading operations* 1 040 544 1 215 976
Employee benefits and remuneration 595 728 577 896
Share statistics
Headline earning per share (cents) 86,9 103,2
Ordinary distribution per share (cents) 38,0 56,0
Distribution cover (times) 3 3
Distribution yield (%) 4 5
Earnings yield (%) 8 12
Net tangible asset value per share (cents) 734 769
Share price (cents)
highly 10,51 13,28
low 10,45 10,99
closing (June 30) 10,50 10,99
Market capitalisation (N$’million) 2 225 507 2 329 363,47
Volumes traded (’000) 8 559 2 261
Volumes traded as % of weighted number of shares 4 1
Ratios and statistics
Return on total shareholders’ interest (%) 13 18
Return on average funds employed (%) 20 29
Trading profit margin (%) 8 12
Interest cover 14 15
Current asset ratio 2,8 3,6
Quick asset ratio 2,1 2,8
Number of employees 2 738 3 305
Revenue per employee (N$’000) 1 409 1 070
Value added per employee (N$’000) 380 368
Number of shares in issue (’000) 211 953 211 953
Number of weighted shares in issue (’000) 211 953 211 953
Exchange rate comparisons
Rand/US dollar
Closing rate 14,77 12,12
Average rate 14,39 11,41
* Value added statement only prepared from 2012 onwards.
** Funds employed = total assets excluding cash and cash equivalents, taxes (current and deferred) and goodwill; less total liabilities excluding taxes (current and deferred).
Bidvest Namibia Limited Annual Integrated Report 2016
58
PERFORMANCE OVERVIEW
2014 2013 2012 2011 2010 2009
3 703 495 3 294 235 2 730 667 1 918 804 1 608 101 1 387 590
501 313 601 497 646 616 544 922 368 869 284 496
16 298 15 690 17 606 6 085 1 253 3 402
343 742 426 505 460 880 384 079 229 680 183 344
2 065 162 1 959 047 1 711 976 1 401 728 1 156 007 655 795
2 764 518 2 778 557 2 468 625 1 940 353 1 724 735 1 073 018
1 372 372 1 199 271 1 038 630 680 991 564 526 414 208
413 761 585 583 625 123 545 332 431 704 240 378
1 158 871 1 204 599 1 203 998 – – –
550 960 483 638 435 779 365 669 315 896 263 301
116,0 129,5 140,3 120,0 87,4 79,0
63,0 69,0 63,0 54,0 36,0 15,0
3 3 3 3 3 7
5 6 6 7 5 not listed yet
9 10 13 16 12 not listed yet
688 638 578 500 410 240
12,73 12,71 10,71 8,20 7,20 not listed yet
12,50 10,71 8,02 7,20 6,99 not listed yet
12,73 12,51 10,71 8,02 7,20 not listed yet
2 698 162 2 651 532 2 270 017 1 659 763 1 490 062 not listed yet
1 304 4 340 2 935 1 846 1 561 not listed yet
1 2 1 1 1 not listed yet
24 31 38 39 32 43
39 54 75 88 75 69
14 18 24 28 23 21
21 27 26 63 183 54
3,8 3,0 3,0 3,2 2,5 1,8
2,9 2,4 2,4 2,7 2,0 1,3
3 239 3 203 3 110 2 690 2 568 1 998
1 143 1 028 878 713 626 694
358 376 387 – – –
211 953 211 953 211 953 206 953 206 953 163 303
211 953 211 953 209 862 206 953 192 363 163 303
10,70 10,24 8,33 6,75 7,62 8,27
10,32 8,86 7,77 6,98 7,61 9,28
Bidvest Namibia Limited Annual Integrated Report 2016
59
Consolidated segmental analysis
The segment information for the reportable segments for the year ended June 30 2016 is as follows:
Segmental reporting
Total
N$’000
Corporate
Services
N$’000
Fishing
N$’000
Automotive
N$’000
Freight and
Logistics
N$’000
Industrial and
Commercial
Products and
Services
N$’000
Food and
Distribution
N$’000
June 30 2016
Total segment revenue 3 999 175 65 330 1 093 352 756 460 390 674 495 265 1 198 094
Inter-segment revenue (140 579) (48 931) (4 105) (1 308) (80 812) (5 131) (292)
Revenue from external customers 3 858 596 16 399 1 089 247 755 152 309 862 490 134 1 197 802
EBITDA 375 598 4 223 246 860 44 144 19 087 33 625 27 659
Depreciation on property, plant and equipment (71 302) (3 713) (41 151) (1 464) (6 865) (9 983) (8 126)
Amortisation and impairment of intangibles (11 457) (192) (9 729) (65) (291) (789) (391)
Operating profit 292 839 318 195 980 42 615 11 931 22 853 19 142
Share of profit of joint venture 2 873 – 2 873 – – – –
Share of profit of associates 10 517 1 363 9 154 – – – –
Finance income 35 883 1 850 30 775 1 303 270 1 454 231
Finance costs (18 750) (1 088) (2 575) (10 250) (1 694) (995) (2 148)
Profit before tax 323 362 2 443 236 207 33 668 10 507 23 312 17 225
Total assets (excluding current and deferred taxation) 3 150 141 282 588 1 599 449 359 279 284 274 243 578 380 973
Total assets include:
Additions to property, plant and equipment,
goodwill and intangible assets 272 982 13 715 83 888 130 650 9 003 20 008 15 718
Total liabilities (excluding current and deferred taxation) 676 390 14 143 112 078 179 076 111 039 106 887 153 167
Total assets include assets classified as held for sale of N$50,6 million relating to the fishing segment.
Revenue per segment
2016
(N$’million)
1 089
755
310
490
1 198
16
1 506
453368
1 194
14
2015
Profit before tax per segment
2016
(N$’million)
236
34
11
34
2317
2
473
2936
9
(3)
2015
Corporate Services
Fishing
Automotive
Freight and Logistics
Industrial and Commercial Products and Services
Food and Distribution
Bidvest Namibia Limited Annual Integrated Report 2016
60
PERFORMANCE OVERVIEW
The segment information for the reportable segments for the year ended June 30 2015 is as follows:
Segmental reporting
Total
N$’000
Corporate
Services
N$’000
Fishing
N$’000
Automotive
N$’000
Freight and
Logistics
N$’000
Industrial and
Commercial
Products and
Services
N$’000
Food and
Distribution
N$’000
June 30 2015
Total segment revenue 3 766 497 53 309 1 507 767 – 510 246 501 030 1 194 145
Inter-segment revenue (231 728) (39 648) (2 014) – (141 779) (48 127) (160)
Revenue from external customers 3 534 769 13 661 1 505 753 – 368 467 452 903 1 193 985
EBITDA 583 761 188 488 345 – 42 215 34 608 18 405
Depreciation on property, plant and equipment (64 802) (3 589) (41 529) – (6 130) (5 795) (7 759)
Amortisation of intangibles (7 037) (224) (5 189) – (303) (503) (818)
Operating profit/(loss) 511 922 (3 625) 441 627 – 35 782 28 310 9 828
Share of profit of joint venture 3 565 – 3 565 – – – –
Share of profit of associate 2 391 – 2 391 – – – –
Finance income 30 275 851 26 468 – 1 085 1 637 234
Finance costs (3 164) (12) (780) – (686) (673) (1 013)
Profit/(loss) before tax 544 989 (2 786) 473 271 – 36 181 29 274 9 049
Total assets (excluding current and deferred taxation) 3 006 693 423 168 1 731 251 – 284 957 224 628 342 689
Total assets include:
Additions to property, plant and equipment,
goodwill and intangible assets 100 468 8 784 46 213 – 25 446 14 859 5 166
Total liabilities (excluding current and deferred taxation) 542 574 161 140 937 – 165 154 102 276 134 046
Total assets include assets classified as held for sale of N$15,2 million relating to the fishing segment.
Total assets (excluding current and deferred taxation)
2016
(N$’million)
1 599359
284
244
381 283
Corporate Services
Fishing
Automotive
Freight and Logistics
Industrial and Commercial Products and Services
Food and Distribution
1 731
225
285
343 423
2015
Total liabilities (excluding current and deferred taxation)
2016
(N$’million)
112
179
111
107
153
14
141
102
165
134
0
2015
Bidvest Namibia Limited Annual Integrated Report 2016
61
Statement of directors’ responsibilities and approvalfor the year ended June 30 2016
The directors are required by the Companies Act of Namibia (Companies Act) to maintain adequate accounting records and are responsible for the content and integrity of
the annual financial statements and related financial information included in this report. It is their responsibility to ensure that the annual financial statements fairly present
the state of affairs of the Company and of Bidvest Namibia Limited and its subsidiaries (the Group) as at the end of the financial year and the results of their operations and
cash flows for the year then ended, in conformity with International Financial Reporting Standards (IFRS) and the Companies Act. The external auditors are engaged to express
an independent opinion on the annual financial statements.
The annual financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and are based upon appropriate accounting policies
consistently applied and supported by reasonable and prudent judgements and estimates.
The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the Company and by the Group and place
considerable importance on maintaining a strong control environment. To enable the directors to meet these responsibilities, the directors set the standards for the internal
control aimed at reducing the risk of error or loss in a cost effective manner. The standards include the proper delegation of responsibilities within an acceptable level of risk.
These controls are monitored throughout the Group and all employees are required to maintain the highest ethical standards in ensuring the Group’s business is conducted
in a manner that in all reasonable circumstances is above reproach. The focus of risk management in the Group is on identifying, assessing, managing and monitoring all
known forms of risk across the Group. While operating risk cannot be fully eliminated, the Company and the Group endeavours to minimise it by ensuring that appropriate
infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints.
The directors are of the opinion, based on the information and explanations given by management, that the system of internal control provides reasonable assurance that
the financial records may be relied on for the preparation of the annual financial statements. However, any system of internal financial control can provide only reasonable,
and not absolute, assurance against material misstatements or loss.
The directors are satisfied that the Company and Group have access to adequate resources to continue in operational existence for the foreseeable future.
The external auditors, Deloitte & Touche, have audited the separate financial statements and consolidated annual financial statements, and their report is presented on
page 63.
The Group annual financial statements and annual financial statements of the Company are set out on pages 64 to 115 which have been prepared on the going-concern
basis, were approved by the board of directors and are hereby signed on its behalf:
Lindsay Ralphs Sebulon Kankondi
Chairman Chief executive officer
August 22 2016 August 22 2016
Declaration by company secretary
In my capacity as company secretary, I hereby confirm, that for the year ended June 30 2016, the Company has lodged with the Registrar of Companies, all such returns
as are required in terms of this Act and that all such returns are true, correct and up to date.
Veryan Hocutt
Company secretary
August 22 2016
Bidvest Namibia Limited Annual Integrated Report 2016
62
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Independent auditor’s report
To the members of Bidvest Namibia Limited
We have audited the consolidated and separate financial statements of Bidvest Namibia Limited which comprise the directors’ report, consolidated and separate statements
of financial position as at June 30 2016 and the consolidated and separate statements of profit or loss and other comprehensive income, the consolidated and separate
statements of changes in equity and the consolidated and separate statements of cash flows for the year then ended and a summary of significant accounting policies and
other explanatory information and the directors’ report, as set out on pages 60 to 115.
Directors’ responsibility for the financial statements
The Company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting
Standards and the requirements of the Namibian Companies Act and for such internal controls as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing.
Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the
auditor’s judgement, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the consolidated and separate financial position of Bidvest Namibia Limited as at June 30 2016
and its consolidated and separate financial performance and its consolidated and separate cash flows for the year then ended in accordance with International Financial
Reporting Standards and the requirements of the Namibian Companies Act.
Deloitte & Touche
Registered Accountants and Auditors
Chartered Accountants (Namibia)
Per RH Mc Donald
Partner
Windhoek
August 22 2016
Partners: E Tjipuka (managing partner), RH Mc Donald, H de Bruin, J Cronjé, A Akayombokwa, AT Matenda, G Brand*
* Director
Associate of Deloitte Africa, a Member of Deloitte Touche Tohmatsu Limited
Bidvest Namibia Limited Annual Integrated Report 2016
63
Directors’ reportfor the year ended June 30 2016
The directors have pleasure in presenting their annual report which forms part of the Group annual financial statements and annual financial statements of the Company for
the year ended June 30 2016.
Nature of business
The Company is the holding company of two operational subsidiaries, Bidvest Namibia Fisheries Holdings (Proprietary) Limited (Bidfish) and Bidvest Namibia Commercial
Holdings (Proprietary) Limited (Bidcom).
Bidvest Namibia Management Services (Proprietary) Limited, Bidvest Namibia Property Holdings (Proprietary) Limited and Bidvest Namibia Information Technology
(Proprietary) Limited are also direct subsidiaries of the holding company and act as the support companies for the Bidvest Namibia Group. They receive administration
income, receive rental income from subsidiaries in the Group as well as directors’ fees, if applicable, from all underlying entities and incur related support, staff and
administration expenses.
Bidvest Namibia Commercial Holdings (Proprietary) Limited (Bidcom) has operational arms including stationery and office furniture, electrical supplies, food services, office
solutions, printer consumables, freight management services, travel management services, vehicle dealership and foreign exchange services.
Bidvest Namibia Fisheries Holdings (Proprietary) Limited (Bidfish) has operational arms mainly in the fishing industry.
Results of operations
The results of operations and state of affairs of the Group and the Company are fully set out in the attached annual financial statements and do not in our opinion require
further comment.
Going concern
The directors have satisfied themselves that no material uncertainty, that casts significant doubt about the ability of the Group and the Company to continue as a going
concern has been identified and they have a reasonable expectation that the Group and the Company have adequate financial resources to continue in operational existence
for the foreseeable future. Therefore, these financial statements have been prepared on a going-concern basis.
Subsequent events
No matters that are material to the financial affairs of the Group have occurred between June 30 2016 and the date of approval of the annual financial statements.
Authorised and issued share capital
There were no changes to the authorised share capital during the year under review.
Dividends
Dividends amounting to N$114,5 million (2015: N$129,3 million) were declared and paid by the Company during the year under review.
Segmental analysis
Management has determined the operating segments based on the reports reviewed by the executive committee that are used to make strategic decisions. The committee
considers the business from a product perspective.
Segmental results include revenue and expenses directly relating to a business segment but excludes net finance charges and taxation which cannot be allocated to any
specific segment. Segmental trading profit is defined as operating profit excluding items of a capital nature and is the basis on which management’s performance is
assessed.
Segment operating assets and liabilities include property, plant and equipment, investments, inventories, trade and other receivables, trade and other payables and post-
retirement obligations, but excludes current taxation and deferred taxation. Intangible assets are allocated to the cash generating unit in the segment to which they relate.
Fishing derives revenue from its horse mackerel, monk and pilchard fishing rights in Namibia and Angola.
Industrial and Commercial Products supplies electrical equipment and consumables, stationery, office equipment and furniture, printer consumables and hardware, travel,
foreign exchange and copier services, plumbing, sanitary ware, brassware and allied products.
Food and Distribution services supplies perishable foods to the hospitality, wholesale and retail industries in Namibia.
Freight and Logistics provides ships agency, clearing and forwarding, stevedoring, container handling, general warehousing, airport services and fuel bunkering services.
Automotive supplies new and used motor vehicles, parts, accessories and after-sales service.
Corporate Services includes corporate services provided to the Group.
Sales between segments were carried out on terms and conditions as agreed between the parties. The revenue from external parties is measured in a manner consistent
with that in the statements of comprehensive income.
The executive committee assesses the performance of the operating segments based on a measure of adjusted EBITDA. This measurement basis excludes the effects of
non-recurring expenditure from the operating segments such as restructuring costs, legal expenses and goodwill impairments when the impairment is the result of an
Bidvest Namibia Limited Annual Integrated Report 2016
64
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
isolated, non-recurring event. The measure also excludes the effects of equity-settled share-based payments and unrealised gains/losses on financial instruments. Since the
strategic steering committee reviews adjusted EBITDA, the results of discontinued operations are not included in the measurement of adjusted EBITDA.
Full segmental report appears on pages 60 to 61.
Information about directors’ service contracts
Each of the executive directors has a contract of appointment from Bidvest Namibia Limited, containing terms that are normal for such contracts.
Interest of directors and senior key personnel in share capital
The interests, direct and indirect, of the directors and officers in office at June 30 2016 are as follows:
Ordinary shares
Beneficial Indirect
At July 1 2015 10 839 633 350 000
Comprising:
Non-executive directors 229 000 350 000
Executive directors
SI Kankondi 1 377 200 –
Senior key personnel 9 233 433 –
At June 30 2016 17 901 926 110 000
Comprising:
Non-executive directors 201 100 110 000
Executive directors
SI Kankondi 1 377 200 –
Senior key personnel 16 323 626 –
Directors’ interests in contracts
No material contracts in which the directors have an interest were entered into in the current year other than the transactions detailed in note 36 to the financial statements.
Shareholders’ spread
Number of
shareholders
Percentage of
share capital
(nearest 1%)
The Bidvest Group Limited 1 52%
Public:
Companies 19 8%
Trusts 7 0%
Individuals 528 1%
Pension and Provident Funds 38 25%
Insurance companies and medical aid funds 1 0%
Non-Public:
Directors 7 1%
Broad-based economic empowerment partner
Ovanhu Investments (Proprietary) Limited – related party 1 13%
602 100%
Major shareholders
According to the share register, the following are the only shareholders beneficially holding, directly or indirectly, in excess of 5% of the share capital at June 30 2016:
Percentage
holding
The Bidvest Group Limited 52
Ovanhu Investments (Proprietary) Limited 13
Government Institution Pension Fund 11
Bidvest Namibia Limited Annual Integrated Report 2016
65
Directors’ report – continuedfor the year ended June 30 2016
Directors’ remuneration
The remuneration paid or accrued to directors while in office of the Company during the year ended June 30 2016, can be analysed as follows:
Fees for
services
N$’000
Basic salary
and allowances
N$’000
Bonuses
accrued
Leave paid
N$’000
Pension and
medical aid
contributions
N$’000
Total
N$’000
June 30 2016
Executive directors
SI Kankondi – 2 748 – 319 3 067
T Weitz – 1 419 – 237 1 656
J Arnold – 2 373 3 344 1 196 6 913
– 6 540 3 344 1 752 11 636
Non-executive directors
P Steyn 288 288
M Mokgatle-Aukhumes 145 145
H Müseler 360 360
MK Shipanga 353 353
JD Davis 57 57
B Eimbeck 69 69
1 272 1 272
June 30 2015
Executive directors
SI Kankondi – 2 674 376 271 3 321
T Weitz – 1 365 152 225 1 742
J Arnold – 2 098 312 355 2 765
– 6 137 840 851 7 828
Non-executive directors
P Steyn 227 227
M Mokgatle-Aukhumes 139 139
H Müseler 362 362
MK Shipanga 338 338
KE Taeuber 41 41
F Kapofi 57 57
B Eimbeck 121 121
1 285 1 285
Directors’ long-term incentives Number
Average price
N$
Executive directors
SI Kankondi 250 000 10,74
J Arnold 210 000 10,74
T Weitz 125 000 10,74
585 000 10,74
These options were granted to directors on May 23 2013 and May 22 2015. Options vest in three tranches on the third, fourth and fifth years’ anniversaries respectively
from the grant date and expire within 10 years of their issue, or one month after the resignation of the director.
Directors’ share-based payment expense2016
N$’000
2015
N$’000
SI Kankondi 170 97
J Arnold 143 81
T Weitz 85 49
397 227
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CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Subsidiaries
Principal subsidiary undertakings
Effective %
holding
Issued
share capital
Total
comprehensive
income/(loss)
N$’000
The Bidvest Namibia Limited subsidiaries are all incorporated in Namibia, except for Comet Investments Capital Incorporated, a company registered in the British Virgin Islands, Frigocentre Limitada and Pesca Fresca Limitada which are registered in Angola.
By the CompanyBidvest Namibia Commercial Holdings (Proprietary) Limited 100,00 100 38 901 Bidvest Namibia Fisheries Holdings (Proprietary) Limited 100,00 1 613 111 177 Bidvest Namibia Information Technology (Proprietary) Limited 100,00 100 384 Bidvest Namibia Property Holdings (Proprietary) Limited 100,00 5 000 3 292 Bidvest Namibia Management Services (Proprietary) Limited 100,00 100 3 219
Through subsidiariesAtlantic Harvesters of Namibia (Proprietary) Limited 69,55 300 4 924 Bidvest Namibia Automotive (Proprietary) Limited 100,00 1 000 (49)Bidvest Namibia Commercial and Industrial Services and Products (Proprietary) Limited 100,00 200 (574)Bidvest Namibia Plumblink (Proprietary) Limited 100,00 100 (1 289)Carheim Investments (Proprietary) Limited 100,00 4 000 1 177 Caterplus Namibia (Proprietary) Limited 100,00 1 (170)Cecil Nurse (Namibia) (Proprietary) Limited 100,00 100 3 666 Comet Investments Capital Incorporated 69,55 762 4 852 Diroyal Motors (SWA) (Proprietary) Limited 100,00 4 000 23 102 Elzet Development (Proprietary) Limited 100,00 100 115 Frigocentre Limitada^^ 34,74 76 243 –Kolok (Namibia) (Proprietary) Limited 100,00 100 2 559 Lenkow (Proprietary) Limited 100,00 2 000 3 828 Lubrication Specialists (Proprietary) Limited 100,00 200 (107)Lüderitz Bay Shipping & Forwarding (Proprietary) Limited 100,00 100 621 Manica Group Namibia (Proprietary) Limited 100,00 279 187 201 Matador Enterprises (Proprietary) Limited 100,00 1 000 17 179 Minolco (Namibia) (Proprietary) Limited 100,00 100 5 660 Monjasa Namibia (Proprietary) Limited 57,00 100 1 923 Mukorob Pelagic Processors (Proprietary) Limited 69,55 19 014 815 Namfish Pelagic Industries (Proprietary) Limited 69,55 100 1 874 Namibian Sea Products (Proprietary) Limited 69,55 46 997 005 8 552 Namsov Fishing Enterprises (Proprietary) Limited 69,55 100 000 194 284 Namsov Industrial Properties (Proprietary) Limited 69,55 1 000 201 Ocean Fresh (Proprietary) Limited 69,55 2 –Orca Marine (Proprietary) Limited 60,00 100 (106)Pesca Fresca Limitada* 34,08 152 486 –Rennies Travel (Namibia) (Proprietary) Limited 100,00 1 000 4 840 Sarusas Development Corporation (Proprietary) Limited 69,55 1 000 (311)Starting Right Investments Two Zero Five (Proprietary) Limited 69,55 100 2 301 Shelfco Investments One Five Three (Proprietary) Limited 100,00 100 –Taeuber & Corssen SWA (Proprietary) Limited 100,00 6 000 000 (10 960)T&C Properties Namibia (Proprietary) Limited 100,00 8 000 6 562 T&C Trading (Proprietary) Limited 100,00 4 000 2 248 Tetelestai Mariculture (Proprietary) Limited 69,55 100 2 298 Trachurus Fishing (Proprietary) Limited^ 69,55 60 524 (7 792)Twafika Fishing Enterprises (Proprietary) Limited 52,23 1 000 591 United Fishing Enterprises (Proprietary) Limited 69,55 4 000 (21 156)Voltex (Namibia) (Proprietary) Limited 100,00 100 (12 848)Waltons Namibia (Proprietary) Limited 100,00 6 8 233 Walvis Bay Stevedoring Company (Proprietary) Limited 55,00 100 (2 014)Walvis Bay Airport Services (Proprietary) Limited 100,00 5 000 (135)Woker Freight Services (Proprietary) Limited 100,00 28 636 5 608
AssociatesCarapau Fishing (Proprietary) Limited 17,39 4 000 30 137 Industria Alimentar Carnes de Moçambique Limitada 27,82 117 834 328 2 021 Namibia Bureau de Change (Proprietary) Limited 49,00 500 000 2 781
Joint venture!OE#GAB Fishing Enterprises (Proprietary) Limited 34,78 100 –
* The Group has de facto control as a result of the management agreement between Comet Investment Capital Incorporated and Pesca Fresca Limitada.^ The Group has a direct shareholding of 84% in Trachurus Fishing (Proprietary) Limited.^^ The Group has a direct shareholding of 99% in Frigocentre Limitada through its de facto control of Pesca Fresca Limitada.
Bidvest Namibia Limited Annual Integrated Report 2016
67
Directors’ report – continuedfor the year ended June 30 2016
Holding company The Company is a subsidiary of The Bidvest Group Limited, a company registered in the Republic of South Africa and listed on the Johannesburg Stock Exchange (JSE).
Directors and secretary
The following persons were directors of the company during the year and up to the report signing date:
Date appointed/resigned Nationality
B Joffe Resigned: November 25 2015 South African
SI Kankondi (Chief executive) Appointed: August 10 2007 Namibian
J Arnold Resigned: July 1 2016 Namibian
DE Cleasby Resigned: June 17 2016 South African
M Mokgatle-Aukhumes Appointed: August 10 2007 Namibian
H-H Müseler Appointed: August 10 2007 Namibian
MK Shipanga Appointed: August 21 2009 Namibian
PC Steyn Appointed: January 17 2007 South African
T Weitz (Financial director) Appointed: August 18 2011 Namibian
LP Ralphs (Chairman) Appointed: February 26 2014 South African
B Eimbeck Resigned: November 25 2015 Namibian
JD Davis Appointed: December 1 2015 South African
The company secretary is V Hocutt whose business and postal addresses are:
Business address Postal address
4 Robert Mugabe Avenue PO Box 6964
Windhoek Ausspannplatz
Namibia Windhoek
Namibia
Auditors
Deloitte & Touche will continue in office in accordance with Section 278(2) of the Companies Act of Namibia.
Approval of annual financial statements
The annual financial statements were approved by the board of directors and authorised for issue on August 22 2016.
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CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Accounting policiesfor the year ended June 30 2016
1. Summary of significant accounting policies The principal accounting policies applied in the preparation of these separate and consolidated financial statements are set out below. These accounting policies
have been consistently applied to all years presented, unless otherwise stated.
2. Basis of preparation The consolidated and separate financial statements of Bidvest Namibia Limited have been prepared in accordance with, and comply with International Financial
Reporting Standards (IFRS), adopted by the International Accounting Standards Board (IASB) and interpretations issued by the International Financial Reporting
Interpretations Committee (IFRIC) of the IASB, Financial Pronouncements as issued by the Financial Reporting Standards Council and the Companies Act of
Namibia, 2004. The financial statements are prepared in accordance with the going-concern principle under the historical cost basis, except for biological assets
and financial instruments, which are stated at fair value. Historical cost is generally based on the fair value of the consideration given in exchange for assets.
It is important to note that this financial information has been prepared in accordance with IFRS that are effective June 30 2016. Standards and interpretations
that are not yet effective and will be adopted in future years as they become effective for the Group are listed in note 42. The directors and management have not
yet assessed the implications of standards and interpretations that are not yet effective.
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application
of policies and reported amounts of assets and liabilities, income and expenses. Although estimates and associated assumptions are based on historical experience
and various other factors that are believed to be reasonable under the circumstances (the results of which form the basis of making the judgements about carrying
values of assets and liabilities that are not readily apparent from other sources), the actual outcome may differ from these estimates in note 38.
The financial statements are presented in Namibia dollar (N$), which is the Group’s functional currency. All financial information has been rounded to the nearest
thousand unless stated otherwise.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate
is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
3. New and revised accounting standards The Group has not adopted new standards or amendments to standards, as there were no new standards or amendments to standards with an initial application
date of July 1 2015.
4. Consolidation(a) Business combinations
The Group accounts for business combination using the acquisition method when control is transferred to the Group. The consideration transferred in the
acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain
on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity
securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally
recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of
a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration
is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.
(b) Subsidiaries
Subsidiaries are all entities (including special purpose entities) controlled by the Group. The Group controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The term Group refers
to the consolidated results of Bidvest Namibia Limited and all its subsidiaries.
Inter-company transactions, balances and unrealised gains of transactions between group companies are eliminated. Unrealised losses are also eliminated
but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency
with the policies adopted by the Group.
The investment in subsidiaries are recognised at cost less accumulated impairment in the separate financial statements of the Company.
(c) Non-controlling interests
Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Group’s
interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
(d) Interest in equity-accounted investees
The Group’s interests in equity-accounted investees comprise interests in associates and a joint venture.
Associates are all entities over which the Group has significant influence but not control or joint control, generally accompanying a shareholding of between
20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost.
The Group’s investment in associates includes goodwill identified on acquisition, net of any accumulated impairment loss.
Bidvest Namibia Limited Annual Integrated Report 2016
69
Accounting policies – continuedfor the year ended June 30 2016
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement and have rights to the net assets of the joint arrangement.
Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous
consent of the parties sharing control.
The Group’s share of its equity-accounted investees’ post-acquisition profits or losses are recognised in the statement of comprehensive income, and its
share of post-acquisition movements in reserves are recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying
amount of the investment. When the Group’s share of losses in an equity-accounted investee equals or exceeds its interest in the equity-accounted investee,
including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the
equity-accounted investee.
The Group determines at each reporting date whether there is any objective evidence that the investment in equity-accounted investee is impaired. If this is
the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the equity-accounted investee and its carrying
value and recognises the amount in the statement of comprehensive income.
Unrealised gains on transactions between the Group and its equity-accounted investees are eliminated to the extent of the Group’s interest in the equity-
accounted investees. Unrealised losses are also eliminated in the same way as unrealised gains, unless the transaction provides evidence of an impairment
of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies
adopted by the Group. Dilution gains and losses arising in investments in equity-accounted investees are recognised in the statement of comprehensive
income.
The group has elected to eliminate unrealised gains or losses resulting from transactions between the Group and its equity-accounted investees against the
underlying assets.
5. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision
maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive committee that
makes strategic decisions.
The reportable segments of the Group have been identified based on the nature of the businesses. This basis is representative of the internal structure for
management purposes.
“Segmental operating profit” includes revenue and expenses directly relating to a business segment, but excludes net finance charges and taxation which cannot
be allocated to any specific segment. Share-based payment costs are also excluded from the result as this is not a criteria used in the management of the
reportable segments.
“Segmental trading profit” is defined as operating profit excluding items of a capital nature and is the basis on which management’s performance is assessed.
Segment operating assets and liabilities include property, plant and equipment, investments, inventories, trade and other receivables, trade and other payables,
banking assets and liabilities, insurance funds and post-retirement obligations, but excludes current taxation and deferred taxation. Intangible assets are allocated
to the cash-generating unit in the segment to which they relate.
6. Translation of foreign currencies(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the
entity operates (Namibia dollar). The consolidated financial statements are presented in Namibia dollar (N$), which is the Group’s functional and presentation
currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreign currency
gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in profit or loss, except when deferred in equity as qualifying cash flow hedges and qualifying net investment
hedges.
Changes in the fair value of monetary securities denominated in foreign currency classified as available for sale are analysed between translation differences
resulting from changes in the amortised cost of the security, and other changes in the carrying amount of the security. Translation differences related to
changes in amortised cost are recognised in profit or loss, and other changes in carrying amount are recognised in other comprehensive income.
Translation differences on non-monetary financial assets and liabilities are reported as part of the fair value gain or loss. Translation differences on non-
monetary financial assets and liabilities such as equities held at fair value through profit and loss are recognised in profit or loss as part of the fair value gain
or loss. Translation differences on non-monetary financial assets such as equities classified as available for sale are included in the available-for-sale reserve
in other comprehensive income.
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70
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
(c) Group companies
The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:
i) Assets and liabilities: each statement of financial position balance presented are translated at the closing rate at the date of that statement of financial
position;
ii) Income and expenses: each statement of comprehensive income presented are translated at average exchange rates (unless this average is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at
the rate on the date of the transactions); and
iii) All resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign operation and of borrowings and other instruments designated
as hedges of such investments, are taken to other comprehensive income. When a foreign operation is partially disposed of such that control, significant influence
or joint control is lost or sold in its entirety, exchange differences that were recorded in other comprehensive income are recognised in the profit or loss as part of
the gain or loss on the sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing
rate.
7. Property, plant and equipment All property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes
expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains/(losses) on qualifying cash flow
hedges of foreign currency purchases of property, plant and equipment.
Subsequent costs are included in the carrying amount of the asset or are recognised as a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.
Depreciation is calculated on the straight-line method to write off the cost of each asset to its residual value over its estimated useful life as follows:
Item Useful life
Buildings 48 – 84 years
Plant and machinery 3 – 20 years
Office furniture, fittings and equipment 3 – 10 years
Motor vehicles 4 years
Fishing vessels’ dry docking and fishing equipment 3 – 10 years
Passenger vessel 20 years
Computer equipment 3 years
Fishing vessels 25 – 55 years
Rental assets in field 3 years
Land is not depreciated as it is deemed to have an indefinite life.
Refits of fishing vessels which relate to separate components are capitalised when incurred, and amortised over their useful lives.
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant
lease.
The residual values and useful lives of the assets are reviewed, and adjusted if appropriate on a prospective basis, at each financial year-end. The residual value
of an item of property, plant and equipment is the amount it estimates it would receive currently for the asset if the asset were already of the age and in the
condition expected at the end of its useful life. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items of property, plant and equipment.
Repairs and maintenance are generally charged to expenses during the financial period in which they are incurred. However, major renovations are capitalised and
included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the
existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset. All other repairs and maintenance are
charged to profit or loss during the financial period in which they are incurred.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount and are recognised within profit or loss.
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71
Accounting policies – continuedfor the year ended June 30 2016
8. Intangible assets(a) Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary/
associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in “intangible assets”. Goodwill on acquisition of associates is included
in “investments in associates” and is tested for impairment as part of the overall balance. Separately recognised goodwill is tested annually for impairment
and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include
the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-
generating units that are expected to benefit from the business combination in which the goodwill arose identified according to operating segment. The
recoverable amount of cash-generating units to which goodwill is allocated is estimated annually on March 31 each year.
(b) Trademarks and licenses and fishing quota rights
Acquired trademarks and licences are shown at historical cost. Fishing quota rights, trademarks and other intangible assets have a finite useful life and are
carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of the intangible assets over their
estimated useful lives (5 to 20 years). An intangible asset is recognised when it is probable that the expected future economic benefits that are attributable
to the asset will flow to the entity and the cost of the asset can be measured reliably.
(c) Computer software
Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs that are directly attributable
to the design and testing of identifiable and unique software products controlled by the Group are recognised as intangible assets when the required criteria
are met. Directly attributable costs that are capitalised as part of the software product include the software development employee costs and an appropriate
portion of relevant overheads. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs
previously recognised as an expense are not recognised as an asset in a subsequent period.
Computer software development costs that are recognised as assets are amortised over their estimated useful lives which does not exceed seven years.
The amount related the amortisation of intangible assets is included under administration expense in the profit or loss.
9. Financial instruments9.1 Financial assets
9.1.1 Classification
The Group classifies its financial assets as subsequently measured at either amortised cost or at fair value through profit or loss on the basis of both the entity’s
business model for managing financial assets and the contractual cash flow characteristics of the financial asset. Financial assets are measured at amortised cost
if both of the following conditions are met: the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows;
and the contractual term of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding. If a measurement or recognition inconsistency is eliminated or significantly reduced by designating a financial asset as measured at fair value through
profit or loss, the Group have the discretion to elect this option at the financial asset’s initial recognition. Classification is not based on an instrument-by-instrument
approach, but is determined at a higher level of aggregation.
This classification is determined at initial recognition of a financial asset. At this point, the Group may make an irrevocable election to present in profit or loss
subsequent changes in fair value of an investment in an equity instrument that is not held for trading.
Trade and other receivables are classified as financial assets at amortised cost.
9.1.2 Recognition and measurement
Initial measurement Regular purchases and sales of financial assets are recognised on the trade date, the date on which the Group commits to purchase or sell the asset. Investments
are initially recognised at fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the
acquisition of the financial asset. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed
in profit or loss.
Derecognition Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred
substantially all risks and rewards of ownership.
Subsequent measurement Financial assets at fair value are subsequently carried at fair value. Financial assets at amortised cost are carried at amortised cost using the effective interest
method.
Bidvest Namibia Limited Annual Integrated Report 2016
72
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Realised and unrealised gains or losses arising from changes in the fair value of a financial asset that is measured at fair value and is not part of a hedging
relationship shall be recognised in profit or loss within “realised gains/(losses) on financial assets” or “unrealised gains/(losses) on financial assets” in the period
in which they arise, unless the financial asset is an investment in an equity instrument and the entity has elected to present gains and losses on that investment
in other comprehensive income.
Gains or losses on a financial asset that is measured at amortised cost and is not part of a hedging relationship shall be recognised in profit or loss when the
financial asset is derecognised, impaired or reclassified, and through the amortisation process.
Dividend income from financial assets at fair value and financial assets at amortised cost is recognised in profit or loss as part of investment income when the
Group’s right to receive payments is established. Interest on financial assets at fair value and financial assets at amortised cost calculated using the effective
interest rate method is recognised in profit or loss as part of investment income.
9.2 Financial liabilities
9.2.1 Classification
The Group classifies its financial liabilities as at fair value through profit or loss or as financial liabilities at amortised cost. The Group has the option to classify the
financial liability as at fair value through profit or loss if it is held for trading or if the prerequisites in IAS 39 par 9(b) are met and it is designated upon initial
recognition at fair value through profit or loss.
Trade and other payables are classified as financial liabilities at amortised cost.
9.2.2 Recognition and measurement
Initial measurement Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. They are initially recognised at fair value plus,
in the case of financial liabilities not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the liability. Financial
liabilities carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in profit or loss.
Derecognition Financial liabilities are derecognised when they are extinguished – the obligation specified in the contract is discharged or cancelled or expires. The difference
between the carrying amount of the financial liability derecognised and consideration paid/payable is recognised in profit or loss.
Subsequent measurement Financial liabilities at amortised cost are carried at amortised cost using the effective interest method. Financial liabilities at fair value are subsequently carried at
fair value, unless the exceptions in IAS 39 par 47 apply.
Gains or losses on a financial liability that is measured at amortised cost and is not part of a hedging relationship shall be recognised in profit or loss when the
financial liability is derecognised, impaired or reclassified, and through the amortisation process.
Realised and unrealised gains or losses arising from changes in the fair value of a financial liability that is measured at fair value and is not part of a hedging
relationship shall be recognised in profit or loss within “realised gains/(losses)” on financial liabilities or “unrealised gains/(losses) on financial liabilities” in the
period in which they arise.
10. Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the
recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
11. Impairment of financial assets The Company and the Group assess at each financial year-end whether there is objective evidence that a financial asset or a group of financial assets is impaired.
A financial asset or group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or
more events that occurred after the initial recognition of the asset (a “loss event”) and that a loss event (or events) has an impact on the estimated future cash
flows of the financial asset or group of financial assets that can be reliably estimated.
The criteria that the Company and the Group use to determine that there is objective evidence of an impairment loss include:
– significant financial difficulty of the issuer or obligor;
– a breach of contract, such as a default or delinquency in interest or principal payments;
– the Company, for economic or legal reasons relating to the borrower/debtor’s financial difficulty, granting to the borrower/debtor a concession that the lender
would not otherwise consider;
– it becomes probable that the borrower/debtor will enter bankruptcy or other financial reorganisation;
– the disappearance of an active market for that financial asset because of financial difficulties; or
– observable data indicating a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those
assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio, including: adverse changes in the payment status of
borrowers in the portfolio; and national or local economic conditions that correlate with defaults on the assets in the portfolio.
The Company first assesses whether objective evidence of impairment exists.
Bidvest Namibia Limited Annual Integrated Report 2016
73
Accounting policies – continuedfor the year ended June 30 2016
(a) Assets carried at amortised cost
The amount of the loss is measured as the difference between the carrying amount of the asset and the present value of estimated future cash flows
(excluding future credit losses that have not been incurred) discounted at the original effective interest rate of the financial asset. The carrying amount of the
financial asset is reduced and the amount of the loss is recognised in profit or loss. If the financial asset has a variable interest rate, the discount rate for
measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Company may measure
impairment on the basis of an instrument’s fair value using an observable market price.
Receivables with a short duration are not discounted.
(b) Equity instruments for which the entity has elected to present gains and losses in other comprehensive income
In the case of equity instruments for which the entity has elected to present gains and losses in other comprehensive income, a significant or prolonged
decline in the fair value of the instrument below its cost is also evidence that the assets are impaired. If any such evidence exists, the cumulative loss –
measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in
profit or loss – is removed from equity and recognised in profit or loss.
(c) Reversals of impairment
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment
was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in profit or
loss, unless the investment is an equity instrument and the entity has elected to present gains and losses on that investment in other comprehensive income,
in which case impairment losses recognised in profit or loss on equity instruments are reversed through other comprehensive income.
12. Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined on either the first-in first-out (FIFO) method or average costs basis. The cost
of the finished goods comprises raw materials, direct labour, other direct cost and related production overheads, but excludes borrowing costs. Net realisable value
is the estimate of the selling price in the ordinary course of business, less the cost of completion and selling expenses.
13. Biological assets Biological assets consist of oysters.
Biological assets are stated at fair value less estimated point-of-sale cost. The fair value of oysters is determined using the present value of expected net cash
flows from the oysters, discounted using a pre-tax market-determined rate. Fair value changes are recognised in profit or loss. All expenses incurred in establishing
and maintaining the assets are recognised in profit or loss. All costs incurred in acquiring biological assets are capitalised. Finance charges are not capitalised.
14. Trade and other receivables Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one
year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for
impairment.
15. Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months
or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.
16. Impairment of non-financial assets Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to
amortisation or depreciation are reviewed for impairment at each reporting date. An impairment loss is recognised for the amount by which the carrying amount
of the asset exceeds its recoverable amount. The recoverable amount is the higher of the fair value less cost to sell of the asset and its value in use. For the
purposes of assessing impairment, assets are grouped at the lowest levels at which there are separately identifiable cash flows (cash-generating units). Non-
financial assets other than goodwill that have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. Impairment
losses and reversal of impairment losses are recognised in profit or loss.
17. Non-current assets held-for-sale Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing
use are classified as held-for-sale and are carried at the lower of carrying value and fair value less cost to sell. Immediately before classification as assets
held-for-sale, the measurement of the assets (and all assets and liabilities in a disposal group) is determined in accordance with applicable IFRS. Then, on initial
classification as assets held-for-sale, non-current assets and disposal groups are recognised at the lower of the carrying amounts and fair value less costs to sell.
Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated
to inventories, financial assets, deferred tax assets, and employee benefit assets, which continue to be measured in accordance with the Group’s accounting
policies. Impairment losses on initial classification as held-for-sale and subsequent gains or losses on remeasurement are recognised in the profit or loss. Gains
are not recognised in excess of any cumulative impairment loss.
Bidvest Namibia Limited Annual Integrated Report 2016
74
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
A discontinued operation results from the sale or abandonment of an operation that represents a separate major line of business or geographical area of operations
and of which the assets, net profit or loss and activities can be distinguished physically, operationally and for financial reporting purposes. A subsidiary acquired
exclusively with the view to resale is also classified as a discontinued operation. Classification as a discontinued operation occurs upon disposal or when the
operation meets the criteria to be classified as held-for-sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of
profit or loss and other comprehensive income is restated as if the operation had been discontinued from the start of the comparative period.
18. Share capital and equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.
Ordinary shares and non-redeemable preference shares with discretionary dividends are classified as equity. Other shares, including mandatory redeemable
preference shares, are classified as liabilities.
Incremental cost directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Where any group company purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental
costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or reissued. Where such ordinary
shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is
included in equity attributable to the Company’s equity holders.
19. Current and deferred income tax The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the financial year-end in the countries where the
Company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid
to the tax authorities.
Deferred income tax is recognised in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. However, the deferred income tax is not recognised if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income
tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the financial year-end and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can
be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the
temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
20. Trade and other payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are
classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
21. Provisions and contingent liabilities Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, for which it is probable that an outflow of economic
benefits will occur, and where a reliable estimate can be made of the amount of the obligation. Where the effect of discounting is material, provisions are
discounted. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific
to the liability.
A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan and the restructuring has either commenced or
has been announced publicly. Future operating costs are not provided for.
The Group discloses a contingent liability when:
– it has a possible obligation arising from past events, the existence of which will be confirmed only by occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the entity; or
– it is not probable that an outflow of resources would be required to settle an obligation; or
– the amount of the obligation cannot be measured with sufficient reliability.
Contingent liabilities are not recognised as a liability.
Bidvest Namibia Limited Annual Integrated Report 2016
75
Accounting policies – continuedfor the year ended June 30 2016
22. Borrowings Borrowings are recognised initially at the fair value of the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortised
cost; any difference between proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using
the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the
year-end.
23. Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of good and services in the ordinary course of the Group’s and Company’s
activities and includes net billings, commission related to clearing and forwarding transactions, fees earned for services rendered and payments received in
exchange for goods. Revenue is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the Group.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when
specific criteria have been met, for each of the Group’s activities as described below. The amount of revenue is not considered to be reliably measured until all
contingencies relating to the sales, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement and there is no
continuing involvement of management.
Where the Group acts as an agent and is remunerated on a commission basis, only net commission income, and not the value of the business handled, is included
in revenue.
Revenue is recognised as follows:
i) Sale of goods
Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer.
ii) Rendering of services
Revenue arising from rendering of services is based on the stage of completion determined by reference to services performed to date as a percentage of
total services to be performed.
iii) Interest income
Interest income is recognised on a time proportion basis using the effective interest rate method. When a receivable is impaired, the Group reduces the
carrying amount to its recoverable amount, being the estimated future cash flows discounted at the original effective interest rate of the instrument, and
continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate.
iv) Rental income
Rental income is recognised over the period of the lease on a straight-line basis.
v) Dividend income
Dividends are recognised when the right to receive payment is established.
vi) Commissions and fees earned
Where the Company acts as an agent and is remunerated on a commission basis, only net commission income and not the value of the business handled, is
included in revenue.
24. Finance charges Finance charges comprise interest payable on borrowings calculated using the effective interest rate method. The interest expense component of finance lease
payments is recognised in profit or loss using the effective interest rate method.
Finance charges directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period
of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use
or sale.
25. Leases Leases that transfer substantially all the risks and rewards of ownership of the underlying asset to the Group are classified as finance leases. Assets acquired in
terms of finance leases are capitalised at the lower of fair value of the respective assets and the present value of the minimum lease payments at inception of the
lease, and depreciated over the estimated useful life of the asset. The capital element of future obligations under the leases is included as a liability in the statement
of financial position. Lease payments are allocated using the effective interest rate method to determine the lease finance cost, which is charged against income
over the lease period, and the capital repayment, which reduces the liability to the lessor.
Assets effectively disposed of under finance leases are treated as receivables, and are presented at amount equal to the net investment in the lease. Lease receipts
are apportioned between capital and finance income portions using the interest rate implicit in each lease.
Leases where the lessor retains the risks and rewards of ownership of the underlying asset are classified as operating leases. Operating leases, which have a fixed
determinable escalation, are charged against income on a straight-line basis. Leases with contingent escalations are expensed as and when incurred.
Bidvest Namibia Limited Annual Integrated Report 2016
76
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
26. Employee benefits Short-term employee benefits
The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as paid vacation leave, bonuses, and non-monetary
benefits such as medical care), are recognised in the period in which the service is rendered and are not discounted. The expected cost of compensated absences
is recognised as an expense as the employees render services that increase their entitlement or, in the case of non-accumulating absences, when the absences
occur. The expected cost of profit sharing and bonus payments is recognised as an expense when there is a legal or constructive obligation to make such payments
as a result of past performance.
Profit sharing and bonus plans
The Group recognises a liability and an expense for bonuses and profit sharing, based on a formula that takes into consideration the profit attributable to the
Group’s shareholders after certain adjustments. The Group recognises an accrual where contractually obliged or where there is past practice that has created a
constructive obligation.
Defined contribution plans
Payments to defined contribution retirement benefit plans are charged as an expense as they fall due.
Other post-employment obligations
Certain companies in the Group provide post-retirement healthcare benefits to their retirees. The entitlement to these benefits is usually conditional on the
employee remaining in service up to retirement age and is applicable to employees employed prior to December 31 1998. The expected costs of these benefits
are accrued over the period of employment. The post-retirement value shown is the proportion of the total accrued liability as at the valuation date, assuming that
the liability accrues uniformly over the member’s working lifetime, where the total accrued liability is calculated as the discounted value of the expected benefits
that become payable after retirement based on the assumptions regarding the expected increase in medical aid premiums and the expected number of debts and
withdrawals. The cost is actuarially determined. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged
to other comprehensive income. The obligations are valued annually by independent actuaries.
The Group’s obligation for post-retirement medical aid benefits to past and current employees is actuarially determined and provided for in full. The movement is
recognised through other comprehensive income.
Statutory termination obligations
Statutory termination obligations are classified as a defined benefit and are payable on death, retrenchment and at retirement at the age of 65. Severance pay
payable upon retirement at the age of 65, as per the Labour Act, is applicable to the Group, as the employees have a normal retirement age of 65 in some of the
entities. The obligation for severance benefits is calculated in respect of all employees that qualify in terms of the Labour Act, and is provided for in full. The cost
of providing the benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each reporting period. The
movement for the year is recognised in profit or loss when it is incurred.
27. Dividends to shareholders Dividends to shareholders are accounted for once they have been approved by the board of directors.
28. Share-based payments The Bidvest Namibia Share Incentive Scheme grants options to acquire shares in the Company to executive directors and management. The fair value of options
granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during
which the employees become unconditionally entitled to the options. The fair value of the options is measured using the Black-Scholes-Merton model, taking into
account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share
options that vest. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision
of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to
the equity-settled employee benefits reserve.
29. BEE ownership transaction Equity instruments issued to a BEE partner at less than fair value are accounted for as share-based payments.
The difference between the fair value of the equity instruments issued and the consideration received is accounted for as an expense in profit or loss at the date
the goods and services are received, with a corresponding increase in equity. No service or other conditions exist for BEE partners. A restriction on the BEE partner
to transfer the equity instrument subsequent to its vesting is not treated as a vesting condition, but is factored into the fair value determination of the instrument.
The fair value is measured using the Monte Carlo option pricing valuation model. The valuation technique is consistent with generally acceptable valuation
methodologies for pricing financial instruments, and incorporates all factors and assumptions that knowledgeable willing participants would consider in setting the
price of the equity instrument.
30. Headline earnings per share The Group presents headline earnings per share in accordance with the SAICA circular 2 of 2015.
Bidvest Namibia Limited Annual Integrated Report 2016
77
Statements of financial positionat June 30
Group Company
Notes
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
Assets
Non-current assets
Property, plant and equipment 1 864 213 828 668 – –
Intangible assets 2 47 685 27 721 – –
Goodwill 2 244 311 118 918 – –
Investment in subsidiaries 3 – – 363 377 363 377
Investment in joint venture 4 – 1 299 – –
Investment in associates 4 83 374 3 203 – –
Long-term lease receivables 5 – 143 – –
Other financial assets 6 12 714 12 714 12 714 12 714
Deferred tax assets 13 7 956 11 236 – –
Trade and other receivables 9 55 445 104 342 – –
1 315 698 1 108 244 376 091 376 091
Current assets
Inventories 7 486 560 432 002 – –
Biological assets 8 3 413 4 064 – –
Short-term portion of lease receivables 5 608 3 557 – –
Trade and other receivables 9 557 088 546 409 514 198 279 316
Current tax assets 25 1 927 6 650 – –
Cash and cash equivalents 10 744 167 908 363 7 153 197 499
1 793 763 1 901 045 521 351 476 815
Assets classified as held for sale 11 50 563 15 290 – –
1 844 326 1 916 335 521 351 476 815
Total assets 3 160 024 3 024 579 897 442 852 906
Equity and liabilities
Capital and reserves attributable to equity holders
Share capital 12 2 120 2 120 2 120 2 120
Share premium 12 660 272 660 272 660 272 660 272
Other reserves 52 946 39 097 16 988 16 988
Retained earnings 1 133 355 1 074 061 217 980 173 479
1 848 693 1 775 550 897 360 852 859
Non-controlling interest in equity 3 455 218 502 480 – –
Total equity 2 303 911 2 278 030 897 360 852 859
Non-current liabilities
Deferred tax liabilities 13 170 946 203 646 – –
Post-employment obligations 14 16 036 15 820 – –
Borrowings 16 17 398 – – –
Operating lease liability 30 1 070 850 – –
Long-term finance lease liability 31 – 143 – –
205 450 220 459 – –
Current liabilities
Trade and other payables 15 409 092 503 885 36 27
Borrowings 16 232 186 18 319 – –
Short-term portion of finance lease liability 31 608 3 557 – –
Current tax payable 25 8 777 329 46 20
650 663 526 090 82 47
Total liabilities 856 113 746 549 82 47
Total equity and liabilities 3 160 024 3 024 579 897 442 852 906
Bidvest Namibia Limited Annual Integrated Report 2016
78
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Statements of profit or loss and other comprehensive incomefor the year ended June 30
Group Company
Notes
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
Revenue 18 3 858 596 3 534 769 158 818 140 106
Cost of sales 18 (3 127 135) (2 782 517) – –
Gross profit 731 461 752 252 158 818 140 106
Administration expenses (451 642) (359 849) (841) (1 258)
Other income 19 13 020 119 519 – –
Operating profit 21 292 839 511 922 157 977 138 848
Finance income 22 35 883 30 275 1 437 573
Finance costs 23 (18 750) (3 164) – –
Share of profit of a joint venture 4 2 873 3 565 – –
Share of profit of associates 4 10 517 2 391 – –
Profit before income tax 323 362 544 989 159 414 139 421
Income tax expense 25 (88 248) (132 523) (458) (188)
Profit for the year 235 114 412 466 158 956 139 233
Other comprehensive income
Items that will not be reclassified to profit or loss
Actuarial (losses)/gains on post-employment obligations 14 (212) 409 – –
Items that are or may be reclassified subsequently to profit or loss
Movement on translation of foreign subsidiary 24 198 11 986 – –
Total comprehensive income for the year 259 100 424 861 158 956 139 233
Profit attributable to:
Equity holders of the company 184 222 289 236 158 956 139 233
Non-controlling interest 50 892 123 230 – –
235 114 412 466 158 956 139 233
Comprehensive income attributable to:
Equity holders of the Company 195 867 295 518 158 956 139 233
Non-controlling interest 63 233 129 343 – –
259 100 424 861 158 956 139 233
Basic earnings per share (cents) 28 86,92 136,46
Bidvest Namibia Limited Annual Integrated Report 2016
79
Statements of changes in equityfor the year ended June 30
Share
capital
N$’000
Share
premium
N$’000
Retained
earnings
N$’000
Group
Balance at July 1 2014 2 120 660 272 913 707
Comprehensive income
Profit for the year – – 289 236
Other comprehensive income – – 409
Total comprehensive income – – 289 645
Transactions with equity holders
Employee share option scheme – value of employee services – – –
Dividends declared and paid – – (129 291)
Total transactions with equity holders – – (129 291)
Balance at June 30 2015 2 120 660 272 1 074 061
Comprehensive income
Profit for the year – – 184 222
Other comprehensive income
Other comprehensive income for the year – – (212)
Total comprehensive income – – 184 010
Transactions with equity holders
Employee share option scheme – value of employee services – – –
Acquisition of non-controlling without a change in control (10 261)
Dividends declared and paid – – (114 455)
Total transactions with equity holders – – (124 716)
Balance at June 30 2016 2 120 660 272 1 133 355
Share
capital
N$’000
Share
premium
N$’000
Retained
earnings
N$’000
Company
Balance at July 1 2014 2 120 660 272 163 537
Comprehensive income
Profit for the year – – 139 233
Total comprehensive income – – 139 233
Transactions with equity holders
Dividend declared and paid – – (129 291)
Total transactions with equity holders – – (129 291)
Balance at June 30 2015 2 120 660 272 173 479
Comprehensive income
Profit for the year – – 158 956
Total comprehensive income – – 158 956
Transactions with equity holders
Dividend declared and paid – – (114 455)
Total transactions with equity holders – – (114 455)
Balance at June 30 2016 2 120 660 272 217 980
Bidvest Namibia Limited Annual Integrated Report 2016
80
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Attributable to equity holders of the parent
Foreign
currency
translation
reserve
N$’000
Share-
based
payment
reserve
N$’000
BEE
share-based
payment
reserve
N$’000
Total
N$’000
Non-controlling
interest
in equity
N$’000
Total
equity
N$’000
14 036 1 443 16 988 1 608 566 456 596 2 065 162
– – – 289 236 123 230 412 466
5 873 – – 6 282 6 113 12 395
5 873 – – 295 518 129 343 424 861
– 757 – 757 – 757
– – – (129 291) (83 459) (212 750)
– 757 – (128 534) (83 459) (211 993)
19 909 2 200 16 988 1 775 550 502 480 2 278 030
– – – 184 222 50 892 235 114
11 857 – – 11 645 12 341 23 986
11 857 – – 195 867 63 233 259 100
– 1 992 – 1 992 – 1 992
(10 261) (60 141) (70 402)
– – – (114 455) (50 354) (164 809)
– 1 992 – (122 724) (110 495) (233 219)
31 766 4 192 16 988 1 848 693 455 218 2 303 911
BEE
share-based
payment
reserve
N$’000
Total
N$’000
Non-controlling
interest
in equity
N$’000
Total
equity
N$’000
16 988 842 917 – 842 917
– 139 233 – 139 233
– 139 233 – 139 233
– (129 291) – (129 291)
– (129 291) – (129 291)
16 988 852 859 – 852 859
– 158 956 – 158 956
– 158 956 – 158 956
– (114 455) – (114 455)
– (114 455) – (114 455)
16 988 897 360 – 897 360
Bidvest Namibia Limited Annual Integrated Report 2016
81
Statements of cash flowsfor the year ended June 30
Group Company
Notes
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
Cash flows from operating activities
Cash receipts from customers 3 896 969 3 583 225 – –
Cash paid to suppliers and employees (3 508 782) (3 051 479) (837) (1 373)
Cash generated/(absorbed) by operations 32 388 187 531 746 (837) (1 373)
Finance income 22 35 883 30 275 1 437 573
Finance costs (excluding post-retirement medical obligation) 23 (17 671) (2 131) – –
Dividends received 19 2 175 13 037 158 818 140 106
Dividends paid to equity holders 29 (114 455) (129 291) (114 455) (129 291)
Dividends paid to non-controlling interest (50 354) (83 459) – –
Income tax paid 33 (108 914) (154 171) (432) (189)
Net cash inflow from operating activities 134 851 206 006 44 531 9 826
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired 39 (205 334) – – –
Acquisition of equity-accounted investees 4 (70 467) – – –
Intangible assets acquired 2 (25 211) (1 204) – –
Property, plant and equipment acquired 1 (120 669) (99 264) – –
Proceeds on disposal of property, plant and equipment 8 032 4 015 – –
Net cash outflow from investing activities (413 649) (96 453) – –
Cash flows from financing activities
Borrowings raised 16 24 015 989 – –
Loan to other entity 6 – (12 714) – (12 714)
Repayments from/(loans to) related parties 9 44 219 11 021 (234 877) (3 779)
Acquisition of non-controlling interest 40 (14 372) – – –
Net cash inflow/(outflow) from financing activities 53 862 (704) (234 877) (16 493)
Net (decrease)/increase in cash and cash equivalents (224 936) 108 849 (190 346) (6 667)
Foreign exchange differences 35 6 973 2 045 – –
Cash and cash equivalents
Balance at the beginning of the year 891 033 780 139 197 499 204 166
Cash and cash equivalents
Balance at the end of the year 10 673 070 891 033 7 153 197 499
Bidvest Namibia Limited Annual Integrated Report 2016
82
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Notes to the financial statementsfor the year ended June 30
Land and
buildings
N$’000
Fishing vessels
N$’000
Other
assets
N$’000
Total
N$’000
1. Property, plant and equipment
1.1 Group
June 30 2016
Opening net book amount 273 335 338 415 216 918 828 668
Acquisition through a business combination 69 000 – 3 107 72 107
Exchange differences 8 071 (1 560) 5 915 12 426
Additions 34 931 7 552 78 186 120 669
Disposals (999) (34 616) (12 177) (47 792)
Depreciation (10 255) (4 848) (56 199) (71 302)
Reclassified as held for sale – (50 563) – (50 563)
Transfers 4 639 – (4 639) –
Closing net book amount 378 722 254 380 231 111 864 213
Cost 413 502 313 932 480 885 1 208 319
Accumulated depreciation (34 780) (59 552) (249 774) (344 106)
Closing net book amount 378 722 254 380 231 111 864 213
Group
June 30 2015
Opening net book amount 257 051 387 582 197 099 841 732
Exchange differences 4 688 – 3 773 8 461
Additions 13 262 2 678 83 324 99 264
Disposals (55) (30 778) (9 864) (40 697)
Depreciation (4 724) (5 777) (54 301) (64 802)
Reclassified as held for sale – (15 290) – (15 290)
Transfers 3 113 – (3 113) –
Closing net book amount 273 335 338 415 216 918 828 668
Cost 297 665 409 601 446 154 1 153 420
Accumulated depreciation (24 330) (71 186) (229 236) (324 752)
Closing net book amount 273 335 338 415 216 918 828 668
1.2 Land and buildings
A register of land and buildings is available for inspection at the registered office of the Company by members or their duly authorised representatives.
The property in Lenkow (Proprietary) Limited has been bonded in favour of Ford Finance South Africa for the amount of N$6,0 million by registering a
mortgage bond over Erf 52. The property has a carrying value of N$69,0 million and serves as security for the overdraft facility of N$8,5 million at Nedbank
Namibia Limited.
Bidvest Namibia Limited Annual Integrated Report 2016
83
Notes to the financial statements – continuedfor the year ended June 30
Plant and
machinery
N$’000
Vehicles
N$’000
Office
furniture/
equipment
and computer
equipment
N$’000
Total
N$’000
1. Property, plant and equipment (continued)
1.3 Other assets consist of:
Group
June 30 2016
Opening net book amount 154 921 33 399 28 598 216 918
Acquisition through a business combination 2 152 – 955 3 107
Exchange differences 5 111 629 175 5 915
Additions 52 453 11 512 14 221 78 186
Disposals (10 302) (1 431) (444) (12 177)
Depreciation charge for the year (39 298) (8 810) (8 091) (56 199)
Transfers 18 – (4 657) (4 639)
Closing net book amount 165 055 35 299 30 757 231 111
Cost 317 056 83 125 80 704 480 885
Accumulated depreciation (152 001) (47 826) (49 947) (249 774)
Closing net book amount 165 055 35 299 30 757 231 111
Group
June 30 2015
Opening net book amount 136 070 34 473 26 556 197 099
Exchange differences 3 488 232 53 3 773
Additions 63 028 7 857 12 439 83 324
Disposals (9 023) (500) (341) (9 864)
Depreciation charge for the year (38 642) (8 663) (6 996) (54 301)
Transfers – – (3 113) (3 113)
Closing net book amount 154 921 33 399 28 598 216 918
Cost 299 551 77 042 69 561 446 154
Accumulated depreciation (144 630) (43 643) (40 963) (229 236)
Closing net book amount 154 921 33 399 28 598 216 918
Bidvest Namibia Limited Annual Integrated Report 2016
84
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Goodwill
N$’000
Computer
software,
trademarks and
warehouse
development
N$’000
Fishing rights
N$’000
Total
N$’000
2. Intangible assets
2.1 Group
June 30 2016
Opening net book amount 118 918 4 437 23 284 146 639
Impairment (1 709) – – (1 709)
Acquisition through a business combination (note 39) 127 102 214 – 127 316
Disposals – – (390) (390)
Exchange differences – – 4 677 4 677
Additions – 25 211 – 25 211
Amortisation – (3 923) (5 825) (9 748)
Closing net book amount 244 311 25 939 21 746 291 996
Cost 246 020 37 905 84 524 368 449
Impairment (1 709) – (168) (1 877)
Accumulated amortisation – (11 966) (62 610) (74 576)
Closing net book amount 244 311 25 939 21 746 291 996
The Group through its subsidiary Bidvest Namibia Fisheries Holdings
(Proprietary) Limited acquired the Glenryck rights which include the registered
trademarks and know-how for Australia, Africa and its surrounding islands,
Mauritius and Seychelles, from FoodCorp (Proprietary) Limited for N$25 million.
All regulatory approvals have been obtained and the effective date of
the transaction was considered to be August 1 2015.
Goodwill amounting to N$1,7 million related to Twafika Fishing Enterprises
(Proprietary) Limited was impaired. The recoverable amount was assessed to
be lower than the carrying amount based on discounted cash flows. Twafika
Fishing Enterprises (Proprietary) Limited did not receive a quota allocation for
the next fishing season and it is not certain that they will receive quota in
the future.
Group
June 30 2015
Opening net book amount 118 918 5 144 25 397 149 459
Exchange differences – – 3 013 3 013
Additions – 1 204 – 1 204
Amortisation – (1 911) (5 126) (7 037)
Closing net book amount 118 918 4 437 23 284 146 639
Cost 118 918 12 408 72 786 204 112
Accumulated amortisation – (7 971) (49 502) (57 473)
Closing net book amount 118 918 4 437 23 284 146 639
Bidvest Namibia Limited Annual Integrated Report 2016
85
Notes to the financial statements – continuedfor the year ended June 30
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
2. Intangible assets (continued)
2.2 Goodwill allocation
Goodwill is allocated to the Group’s cash-generating units (CGUs) identified
according to the operating segment. An operating segment-level summary of
the goodwill allocation is presented below:
Fishing 19 886 21 595 – –
Freight and Logistics 40 228 40 228 – –
Food and Distribution 49 913 49 913 – –
Commercial Industrial Services and Products 5 473 5 473 – –
Properties 6 163 1 709 – –
Automotive 122 648 – – –
244 311 118 918 – –
2.3 Goodwill impairment tests
The recoverable amount of a CGU is determined based on value-in-use
calculations. These calculations use pre-tax cash flow projections based on
budgets approved by management covering a four-year period. Cash flows
beyond the four-year period are extrapolated using the growth rates stated
below:
All segments
Growth rate 6% – 8% 6% – 8%
Growth in perpetuity after forecast period 6% – 8% 6% – 8%
Internal rate of return (WACC)/discount rate 11% 16%
3. Investment in subsidiaries
Unlisted share investment
Bidvest Namibia Fisheries Holdings (Proprietary) Limited 359 363 359 363
Bidvest Namibia Commercial Holdings (Proprietary) Limited – –
Bidvest Namibia Management Services (Proprietary) Limited – –
Bidvest Namibia Information Technology (Proprietary) Limited – –
Bidvest Namibia Property Holdings (Proprietary) Limited 4 014 4 014
363 377 363 377
The carrying amounts of subsidiaries are shown net of impairment losses. For more information on the subsidiary undertakings refer to the directors’ report.
Refer to pages 60 and 61 for the full segmental report.
Composition of the Group
Place of
incorporation
and operation
Number of wholly owned
subsidiaries
2016 2015
Segments
Fishing Walvis Bay 13 12
Freight and Logistics Walvis Bay 5 5
Commercial Industrial Services and Products Windhoek 8 6
Food and Distribution Windhoek 4 4
Automotive Windhoek 3 –
Corporate Services Windhoek 8 6
Number of non-wholly owned
subsidiaries
2016 2015
Segments
Fishing Walvis Bay 4 5
Freight and Logistics Walvis Bay 3 3
Bidvest Namibia Limited Annual Integrated Report 2016
86
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Proportion of non-controlling
interests
Comprehensive income/(loss)
allocated to non-controlling
interests
Accumulated non-controlling
interests
2016 2015
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
3. Investment in subsidiaries (continued)Details of non-wholly owned subsidiaries that have material non-controlling interests
Name of subsidiary
Namsov Fishing Enterprises (Proprietary) Limited 30,45% 30,45% 53 795 101 405 371 125 366 689
Pesca Fresca Limitada 51,00% 51,00% 5 050 16 156 77 472 60 082
Trachurus Fishing (Proprietary) Limited (note 40) 0,00% 39,48% (7 974) 3 944 – 68 115
Twafika Fishing Enterprises (Proprietary) Limited 24,90% 24,90% 147 203 817 769
Walvis Bay Stevedoring Company
(Proprietary) Limited 45,00% 45,00% (911) 286 4 678 5 589
Monjasa Namibia (Proprietary) Limited 36,44% 36,44% 827 1 290 1 222 1 290
Orca Marine (Proprietary) Limited 40,00% 40,00% (42) (54) (96) (54)
Oshivelelwa Trading Enterprises
(Proprietary) Limited 50,00% 50,00% – – – –
50 892 123 230 455 218 502 480
The Group has de facto control over Pesca Fresca Limitada, incorporated in Angola, as a result of the management agreement. Oshivelelwa Trading Enterprises (Proprietary) Limited is a dormant entity.
4. Investment in joint venture and associatesProportion of ownership
interest
Joint venture 2016 2015 2016 2015
!OE#GAB Fishing Enterprises (Proprietary) Limited 50% 50%
N$’000 N$’000
The Group’s share of profit 2 873 3 565 – –
Carrying amount of the Group’s interest in joint venture – 1 299 – –
Proportion of
ownership interest
Associates 2016 2015 2016 2015
Carapau Fishing (Proprietary) Limited 25% 25%
Namibia Bureau de Change (Proprietary) Limited 49% 0%
Industria Alimentar Carnes de Moçambique Limitada 40% 0%
N$’000 N$’000
Carapau Fishing (Proprietary) Limited 8 346 2 391 – –
Namibia Bureau de Change (Proprietary) Limited 1 363 – – –
Industria Alimentar Carnes de Moçambique Limitada 808 – – –
The Group’s share of profit 10 517 2 391 – –
N$’000 N$’000
Carapau Fishing (Proprietary) Limited 10 736 3 203 – –
Namibia Bureau de Change (Proprietary) Limited 9 840 – – –
Industria Alimentar Carnes de Moçambique Limitada 62 798 – – –
Carrying amount of the Group’s interest in associate 83 374 3 203 – –
N$’000 N$’000
Reconciliation of movement in associates
Opening balance 3 203 –
Acquired during the year 70 467 –
Share of current year profit 10 517 2 391
Elimination of unrealised (profit)/loss (813) 812
Carrying amount of the Group’s interest in associate 83 374 3 203
The group acquired a 49% shareholding in Namibia Bureau de Change (Proprietary) Limited on July 16 2015 for N$8,5 million, a company that provides foreign exchange services to individuals and businesses. The group also acquired a 40% shareholding in Industria Alimentar Carnes de Moçambique Limitada, a food distribution company incorporated in Mozambique on December 11 2015 for an amount of N$61,9 million.
Bidvest Namibia Limited Annual Integrated Report 2016
87
Notes to the financial statements – continuedfor the year ended June 30
Total
N$’000
Carapau Fishing
(Proprietary)
Limited
N$’000
Namibia
Bureau de
Change
(Proprietary)
Limited
N$’000
Industria
Alimentar
Carnes de
Moçambique
Limitada
N$’000
4. Investment in joint venture and associates (continued)
Summarised financial information of the associates are set out below:
June 30 2016
Current assets 226 220 39 028 12 420 174 772
Non-current assets 261 310 138 832 567 121 911
Current liabilities 218 162 54 006 808 163 348
Non-current liabilities 76 838 75 906 16 916
Revenue 385 519 236 682 10 365 138 472
Profit/(loss) for the year 34 939 30 137 2 781 2 021
Other comprehensive income for the year – – – –
Total comprehensive income for the year 34 939 30 137 2 781 2 021
June 30 2015
Current assets 45 233 45 233 – –
Non-current assets 134 808 134 808 – –
Current liabilities 51 494 51 494 – –
Non-current liabilities 110 735 110 735 – –
Revenue 110 678 110 678 – –
Profit/(loss) for the year 12 808 12 808 – –
Other comprehensive income for the year – – – –
Total comprehensive income for the year 12 808 12 808 – –
The above financial information has been equity accounted in the Group’s results. The joint venture is not material to the Group and therefore no disclosure was
made thereof. The Company does not have investments in associates.
Bidvest Namibia Limited Annual Integrated Report 2016
88
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
5. Finance lease receivables
Gross finance lease receivable
– within one year 619 3 557 – –
– in second to fifth year inclusive – 143 – –
Amounts receivable under finance leases 619 3 700 – –
Less: Unearned finance income (11) (242) – –
Present value of finance lease receivables 608 3 458 – –
Non-current assets – 143 – –
Current assets 608 3 557 – –
608 3 700 – –
Minolco (Namibia) (Proprietary) Limited signed an agreement with Standard
Bank Namibia Limited to cede the rights relating to rental agreements signed
between Minolco (Namibia) (Proprietary) Limited and customers to Standard
Bank Namibia Limited while maintaining the service obligations related
thereto. The average lease period is less than one year and the average
effective borrowing rate is the prime interest rate.
6. Other financial assetsLoan to other entity – (i) 12 714 12 714 12 714 12 714
(i) The loan was provided to the Namibia Procurement Fund and carries
interest at a fixed rate of 5,5% (2015: 5,5%) and is repayable as a single
bullet payment on July 18 2018. The fair value of the loan is
N$11,5 million at the Namibian prime rate of 10,75%.
7. InventoriesFinished goods 302 456 348 070 – –
New vehicles 74 159 – – –
Used vehicles 16 346 – – –
Demonstration vehicles 15 540 – – –
Parts and accessories 90 022 89 924 – –
498 523 437 994 – –
Less: Provision for obsolete inventory (11 963) (5 992) – –
486 560 432 002 – –
Carrying value of inventory at net realisable value (included above) 10 625 7 271 – –
The cost of inventories recognised as an expense during the year was
N$2,4 billion (2015: N$1,8 billion).
8. Biological assetsOpening balance 4 064 1 951 – –
Value changes caused by
Birth and growth of animals 9 493 8 679 – –
Increase due to purchases 2 408 1 919 – –
Mortalities (4 887) (4 251) – –
Samples/donations (21) (15) – –
Change in fair value due to price changes 538 437 – –
Decrease due to sales (8 182) (4 656) – –
Oysters 3 413 4 064 – –
Current 3 413 4 064 – –
Biological asset consists of oysters.
The Group is exposed to a number of risks relating to its growing of oysters arising from environmental and climatic changes, toxic algae blooms and other
contamination of water space. The Group has extensive processes in place to monitor and mitigate these risks.
Bidvest Namibia Limited Annual Integrated Report 2016
89
Notes to the financial statements – continuedfor the year ended June 30
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
9. Trade and other receivablesTrade receivables – third parties 374 560 370 945 – –
Trade receivables – related parties (note 36) 14 772 602 – –
Less: Allowance for impairment (19 233) (11 170) – –
Trade receivable 370 099 360 377 – –
Related party loans (note 36) 83 708 127 927 514 173 279 296
Other receivables 87 438 85 780 25 20
Less: Allowance for impairment (26 132) (24 019) – –
Financial instruments trade and other receivables 515 113 550 065 514 198 279 316
Prepayments 54 312 17 965 – –
Receiver of Revenue – VAT 43 108 82 721 – –
Non-financial instruments trade and other receivables 97 420 100 686 – –
612 533 650 751 514 198 279 316
Non-current assets 55 445 104 342 – –
Current assets 557 088 546 409 514 198 279 316
612 533 650 751 514 198 279 316
Trade receivables are provided for based on estimated irrecoverable amounts
from the sale of goods or rendering of services, determined by reference to
past default experience.
Included in the Group’s trade receivables balance are debtors with a carrying
amount of N$66,4 million (2015: N$64,4 million) which were past due at the
reporting date but not impaired. The Group has not provided for these as there
has not been a significant change in credit quality.
The ageing of amounts past due but not impaired is as follows:
Past due 0-30 days 47 529 39 443 – –
Past due 31-90 days 13 647 13 897 – –
Past due 91-180 days 1 879 3 256 – –
Past due 181+ days 3 387 7 825 – –
66 442 64 421 – –
Movement in the Group’s allowance for impairment of trade receivables are
as follows:
Balance at the beginning of the year (11 170) (8 330) – –
Net provisions raised during the year (5 277) (7 357) – –
Bad debts written off during the year 2 072 4 300 – –
Exchange difference (771) 217 – –
Assumed through a business combination (4 087) – – –
(19 233) (11 170) – –
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was
initially granted up to the reporting date.
Trade receivables amounting to N$26 113 were placed under liquidation during the year (2015: N$32 010).
At June 30 2016 the carrying amounts of accounts receivable approximate their fair values due to the short-term maturities of these assets.
An other receivable amounting to N$13,6 million (2015: N$136 million) was reflected as a receivable from Merit Investments (Proprietary) Limited at year-end
relating to facilitation fees paid in respect of the quota purchased from the Namibia Fish Consumption Promotion Trust. Management have provided for this
receivable as they regard it as doubtful. In addition other receivables include an amount of N$12,5 million (2015: N$10,4 million), which has been fully provided
for, relating to amounts owed by RJ Industrial for assets removed by the interim management of Pesca Fresca Limitada during the prior year in which they had
assumed the role of management of that company.
Bidvest Namibia Limited Annual Integrated Report 2016
90
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
10. Cash and cash equivalents
For the purposes of the statement of cash flows the year-end cash
and cash equivalents comprise the following:
Bank and cash balances 717 355 688 804 7 153 166
Money market funds
Bank Windhoek Corporate Fund 14 862 117 962 – 96 681
Old Mutual Unit Trust Corporate Fund – 100 652 – 100 652
IJG Securities EMH Prescient Unit Trust Fund 11 950 – – –
Other – 945 – –
744 167 908 363 7 153 197 499
Bank overdraft (note 16) (71 097) (17 330) – –
Cash and cash equivalents 673 070 891 033 7 153 197 499
Bank overdraft facilities amounting to N$254,0 million
(2015: N$163,4 million) are secured by suretyships given by the Group
and bank overdraft facilities amounting to N$8,5 million are secured by
a property in Lenkow (Proprietary) Limited (refer to notes 1 and 37.1(c)
for detail on the overdraft facilities).
The money market funds can be converted to cash within a notice
period of 24 hours.
At June 30 2016, the carrying amounts of cash and cash equivalents
approximate the fair values due to its short-term maturities.
11. Asset classified as held for saleFishing vessel 50 563 15 290 – –
The Group disposed of the fishing vessel, Twafika, during the current
financial period which was classified as held for sale for the first time in
the 2015 financial period. A loss of N$422 062 was recognised on the
sale of the vessel. The Group intends to dispose of a fishing vessel
within the fishing segment, MFV Namibian Star, in the next 12 months.
The fishing vessel is being sold as the Group does not have sufficient
fishing quotas. No impairment loss was recognised on reclassification of
the fishing vessel as the directors expect that the fair value less costs to
sell to be higher than the carrying amount. No liabilities are associated
with the asset held for sale.
12. Share capital, premium and reserves
Share capital
Authorised share capital
540 000 000 ordinary shares of N$0,01 each 5 400 5 400 5 400 5 400
Issued share capital
Number of shares issued 2 120 2 120 2 120 2 120
Balance at the beginning of the year 2 120 2 120 2 120 2 120
Shares issued during the year – – – –
Issued share capital 2 120 2 120 2 120 2 120
The unissued ordinary shares are under the control of the directors until
the next annual general meeting.
Share premium
Opening balance 660 272 660 272 660 272 660 272
Issued during the year – – – –
Closing balance 660 272 660 272 660 272 660 272
Bidvest Namibia Limited Annual Integrated Report 2016
91
Notes to the financial statements – continuedfor the year ended June 30
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
13. Deferred tax assets/(liabilities)Deferred taxation assets 7 956 11 236 – –
Deferred taxation liabilities (170 946) (203 646) – –
(162 990) (192 410) – –
Movement in deferred tax balances:
Opening balance (192 410) (204 760) – –
Change in rate – Namibian rate change 5 965 – – –
Acquisition through a business combination (2 678) – – –
Per statement of comprehensive income (temporary differences) (note 25) 27 177 10 581 – –
Exchange rate difference 22 – – –
Prior period adjustment (666) 1 369 – –
Recognised directly in equity (400) 400 – –
Closing balance (162 990) (192 410) – –
Assets
N$’000
Liabilities
N$’000
Net
N$’000
Tax effect of temporary differences – 2016
Capital allowances on property, plant and equipment (4 521) (181 740) (186 261)
Capital allowances on intangible assets (5) (692) (697)
Computed tax losses 11 996 34 103 46 099
Trade and other receivables (737) (11 906) (12 643)
Trade, other payables and provisions 16 958 974
Staff-related allowances and liabilities 1 265 4 906 6 171
Inventory related (86) (14 645) (14 731)
Operating lease liabilities 28 469 497
Unrealised foreign exchange difference – (2 453) (2 453)
Other – 54 54
Net temporary differences subject to deferred tax 7 956 (170 946) (162 990)
Tax effect of temporary differences – 2015
Capital allowances on property, plant and equipment (6 208) (200 985) (207 193)
Capital allowances on intangible assets (253) (814) (1 067)
Computed tax losses 15 852 14 785 30 637
Trade and other receivables 541 (6 361) (5 820)
Trade, other payables and provisions 17 142 159
Staff-related allowances and liabilities 1 047 4 895 5 942
Inventory related (21) (13 990) (14 011)
Operating lease liabilities 132 291 423
Other 129 (1 609) (1 480)
Net temporary differences subject to deferred tax 11 236 (203 646) (192 410)
Deferred income taxes are calculated on all temporary differences under the liability method using a tax rate of 32% (2015: 33%).
Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through future taxable profits is
probable. Management have performed projections to support future taxable profits. The Group did not recognise deferred income tax assets of N$12,3 million
(2015: N$3,7 million) in respect of losses amounting to N$38,4 million (2015: N$11,2 million). The assessed losses do not expire, they can be carried forward
indefinitely.
Bidvest Namibia Limited Annual Integrated Report 2016
92
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
14. Post-employment obligations
Total liability recognised in the statement of financial position:
Post-retirement medical benefit obligation 13 447 12 800 – –
Statutory severance benefits 2 589 3 020 – –
16 036 15 820 – –
14.1 Post-retirement medical benefit obligation
Opening balance 12 800 12 720 – –
Imputed interest costs 1 079 1 033 – –
Payments to medical aid in respect of retired employees (785) (685) – –
Actuarial (gains)/losses 212 (409) – –
Current service cost 141 141 – –
Actuarially determined present value of total obligation 13 447 12 800 – –
Certain companies in the Group provide post-retirement medical benefit subsidies to certain retired employees and are responsible for provision of post-retirement medical benefit subsidies to a limited number of current employees.
The Group’s policy is to perform a valuation every second year. The last valuation was done during June 2016 by Towers Watson, independent actuaries.
The post-retirement value shown is the proportion of the total accrued liability as at the valuation date, assuming that the liability accrues uniformly over the member’s working lifetime, where the total accrued liability is calculated as the discounted value of the expected benefits that become payable after retirement, based on the assumptions regarding the expected increase in medical aid premiums and the expected number of deaths and withdrawals. The following key actuarial assumptions were used:
Discount rate 9.60% 8.60% – –
Healthcare cost inflation 7.00% 8.20% – –
Mortality rate
Mortality before retirement has been based on the SA 85-90 mortality table and on the PA(90) ultimate mortality table adjusted less one year of age for post-retirement medical benefits.
The post-retirement medical benefit obligation is based on the assumption that the required contributions to the medical aid scheme will increase at a faster rate than the normal inflation rate. The discount rate and the healthcare cost inflation assumptions should be considered in relation to each other.
The sensitivity of the liability is illustrated on the assumption of a 1% increase/decrease in the healthcare cost and consumer price inflation compared to the valuation assumptions keeping the investment return assumption constant:
2016 2015
Sensitivity – Group N$’000
% change
in liability N$’000
% change
in liability
Base liability as at 30 June 2016 13 447 12 800
Discount rate +1% 12 125 (10) 11 392 (11)
Discount rate -1% 15 038 12 14 464 13
Medical subsidy inflation rate +1% 15 051 12 14 464 13
Medical subsidy inflation rate -1% 12 093 (10) 11 392 (11)
Post-retirement mortality PA(90) -3 years 13 944 4 13 312 4
Post-retirement mortality PA(90) -1 years 12 955 (4) 12 288 (4)
Group Company
2016 2015 2016 2015
Current employees 12 12
Retirees 30 30
Total number of beneficiaries 42 42
This benefit is available to all employees employed prior to December 31 1998 for Manica Group Namibia (Proprietary) Limited and its subsidiaries and Rennies Travel (Namibia) (Proprietary) Limited. The benefit is available to all employees employed prior to 2004 by Taeuber & Corssen SWA (Proprietary) Limited and its subsidiaries, except for those to whom the liability has been paid out in cash.
Bidvest Namibia Limited Annual Integrated Report 2016
93
Notes to the financial statements – continuedfor the year ended June 30
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
14. Post-employment obligations (continued)
14.2 Statutory severance benefits
Liability recognised in statement of financial position:
Defined benefit obligation 2 589 3 020 – –
Changes in the present value of the defined statutory severance benefit
Opening defined benefit obligation 3 020 3 713 – –
Total expense – as shown below (152) 1 084 – –
Benefit payments (279) (1 777) – –
Closing defined benefit obligation 2 589 3 020 – –
The amounts recognised in the statement of comprehensive income are as
follows:
Interest cost 187 204 – –
Actuarial loss (3 206) (2 394) – –
Current service cost 2 867 3 274 – –
(152) 1 084 – –
The principal actuarial assumptions used for accounting purposes are:
Discount rate 10,50% 9,45% n/a n/a
Salary increase rate 6,10% 5,50% n/a n/a
15. Trade and other payablesTrade payables – third parties 270 988 363 135 – –
Trade payables – related parties (note 36) 12 657 18 659 – –
Accruals 49 954 40 823 – –
Unpresented cheques 2 339 5 008 36 27
Contingent consideration (note 39) 5 499 – – –
Customer deposits 4 993 16 154 – –
Financial instruments trade and other payables 346 430 443 779 36 27
Accruals 52 181 56 310 – –
Receiver of Revenue – VAT 10 481 3 796 – –
Non-financial instruments trade and other payables 62 662 60 106 – –
409 092 503 885 36 27
At June 30 2016, the carrying amounts of accounts payable approximate their
fair values due to the short-term maturities of these liabilities.
16. BorrowingsBank overdraft (note 10) – (i) 71 097 17 330 – –
Floor plan liabilities – (ii) 152 812 – – –
Secure bank loan – (iii) 20 739 – – –
Other 4 936 989
249 584 18 319 – –
Non-current assets 17 398 – – –
Current assets 232 186 18 319 – –
249 584 18 319 – –
(i) The overdraft facility of Nedbank Namibia Limited of N$8,5 million is secured by a property bond over Lenkow (Proprietary) Limited as reported in note 1.
(ii) The floor plans were provided by Ford Financial Services South Africa (Proprietary) Limited, First National Bank of Namibia Limited and Bank Windhoek
Limited. The floor plans carry interest at; Ford Financial Services South Africa (Proprietary) Limited (South African prime plus 1%), First National Bank of
Namibia Limited (Namibian prime) and Bank Windhoek Limited (Namibian prime less 0,5%). The floor plans are repayable within twelve months. The floor
plan with Ford Financial Services South Africa (Proprietary) Limited is secured by a property in Lenkow (Proprietary) Limited to an amount of N$6 million and
N$146,8 million is secured by suretyships given by Bidvest Namibia Limited.
(iii) The loan was provided by Banco Fomento de Angola and carries interest at fixed rate of 11,00% and is repayable over four years. The loan is secured by a
fishing vessel, MFV St Padarn, which has a book value of N$47,0 million. The fair value of the loan is N$20,8 million at the Namibian prime rate of 10,75%.
Bidvest Namibia Limited Annual Integrated Report 2016
94
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
17. Contingencies and commitments
Capital commitments
The following commitments were entered into in respect of capital
expenditure at year-end:
Approved by directors and contracted 8 416 3 295 – –
Approved by directors but not yet contracted 65 076 98 880 – –
The committed expenditure relates to property, plant and equipment and will
be financed by available resources and bank facilities.
Commitment to provide loans 7 458 7 458 7 458 7 458
Commitment to acquire 100% shareholding in International Capital
Investments (Proprietary) Limited trading as Novel Motor Company and
Lenkow (Proprietary) Limited was approved by the Namibian Competition
Commission on July 27 2015. – 231 818 – -
Contingent liabilities
During the 2016 financial period, Woker Freight Services (Proprietary) Limited, a subsidiary of Manica Group Namibia (Proprietary) Limited, lost its appeal case
against the Department of Customs and Excise in respect of a consignment that was incorrectly handled by the Woker Freight Services’ client (the exporter)
resulting in complications with the export documentation. During July 2016, the Department of Customs and Excise recovered an amount of N$7,0 million
against the bond of Woker Freight Services (Proprietary) Limited. As at June 30 2016, the full amount of N$7,0 million was provided for as liability by Woker
Freight Services (Proprietary) Limited. During July 2016, an amount of N$6,3 million was reimbursed by Manica Group Namibia (Proprietary) Limited’s
insurers, the amount not yet reimbursed is expected to be reimbursed during the 2017 financial period.
In 2016, Walvis Bay Stevedoring (Proprietary) Limited won its arbitration case which relates to the 64 employees that were retrenched in the 2014 financial
year. The union has appealed against the ruling and there is uncertainty whether the arbitration case will result in a favourable outcome. The total exposure to
reinstate the affected employees is N$14,3 million.
Rennies Travel (Namibia) (Proprietary) Limited issued travel-related vouchers of N$2,5 million in favour of its customers for services to be rendered subsequent
to the reporting date. This results in a maximum exposure of N$2,5 million in favour of its service providers. The customers were not invoiced for these
vouchers at the reporting date.
Bidvest Namibia Limited Annual Integrated Report 2016
95
Notes to the financial statements – continuedfor the year ended June 30
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
17. Contingencies and commitments (continued)
Guarantees by third parties
Guarantee facilities have been arranged for the Group with Standard Bank
Namibia Limited and First National Bank Namibia Limited to a maximum
exposure of: 70 982 70 941 232 360 135 300
Guarantees in favour of:
Customs and Excise 60 283 60 283 – –
Maersk (Proprietary) Limited 650 650 – –
Erongo Regional Electricity Distributor 148 148 – –
Philip Morris South Africa (Proprietary) Limited 3 100 3 100 – –
Namibian Ports Authority 6 300 6 300 – –
Suretyships for bank overdrafts – – 232 360 135 300
Other 501 460 – –
70 982 70 941 232 360 135 300
Most of the facilities above have been secured by interlinking suretyships
provided by the Group and its subsidiaries restricted to the amount of the limit
allocated to each subsidiary. The bank overdrafts at the reporting date
amounted to N$71,1 million (2015: N$17,3 million) (note 16). The security for
the floor plan liabilities provided by the Company at the reporting date
amounted to N$152,8 million (2015: nil).
18. RevenueSale of goods 3 554 954 3 211 982 – –
Rendering of services 249 810 243 936 – –
Dividend income – subsidiaries – – 157 880 128 073
Dividend income – local – – 938 12 033
Commissions and fees earned 53 832 78 851 – –
3 858 596 3 534 769 158 818 140 106
Revenue is derived as follows:
Revenue including disbursements 4 275 949 4 085 868 158 818 140 106
Disbursements on behalf of principals and clients (417 353) (551 099) – –
3 858 596 3 534 769 158 818 152 601
Related cost of sales:
Sale of goods 2 929 966 2 555 840 – –
Rendering of services 176 979 208 184 – –
Commissions and fees earned 20 190 18 493 – –
3 127 135 2 782 517 – –
19. Other incomeProfit on disposal of property, plant and equipment 218 102 266 – –
Dividend income – local 2 175 13 037 – –
Other 10 627 4 216 – –
13 020 119 519 – –
20. BEE share-based payment reserveThe BEE ownership transaction charge is recognised as the difference of the
net value of the consideration received and the net value of shares issued. 16 988 16 988 16 988 16 988
During the 2010 financial year the Bidvest Group Limited concluded agreements with the BEE partners to facilitate the acquisition of an effective interest of
15,46% in Bidvest Namibia Limited. The BEE groups are Endeni Investments (Proprietary) Limited (0,66%) and Ovanhu Investments (Proprietary) Limited
(14,80%). The transaction was valued at N$207 360 000 and was financed by the issue of N$170 969 834 A class and N$42 742 460 B class preference
shares and a loan from Bid Industrial Holdings (Proprietary) Limited. The fair value recognised at the grant date was N$16 987 708 and was determined using
the Monte Carlo simulation.
Bidvest Namibia Limited Annual Integrated Report 2016
96
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
21. Operating profitOperating profit from continuing operations is stated after charging:
Auditors’ remuneration
Audit fees 7 719 6 157 – –
Other services 336 1 202 – –
8 055 7 359 – –
Share-based payments 1 992 757 – –
Consulting services on potential acquisitions – 1 372 – –
Depreciation and impairment of property, plant and equipment 71 302 64 802 – –
Amortisation and impairment of intangible assets 11 457 7 037 – –
Statutory severance benefits – current service cost 2 867 3 274 – –
Non-executive directors’ compensation
Attendance fees 1 272 1 285 407 1 016
Operating lease charges
Premises 20 015 15 686 – –
Equipment and vehicles 8 070 5 694 – –
28 085 21 380 – –
Foreign exchange (gains)/losses
Realised (2 269) (25 220) – –
Unrealised (2 876) 12 556 – –
(5 145) (12 664) – –
Expenses by nature
Administrative fees 3 528 3 422 – –
Auditors’ remuneration 8 055 7 359 – –
Bad debts written off 2 072 4 300 – –
Inventory, materials and consumables 2 375 922 1 757 551 – –
Depreciation, amortisation and impairments 84 469 71 839 – –
Non-executive directors’ attendance fees 1 272 1 285 407 1 016
Employee salaries and related benefits 595 728 577 896 – –
Foreign exchange gains (5 145) (12 664) – –
Fuel and lubricants for fishing vessels 111 878 182 759 – –
Operating lease charges 28 085 21 380 – –
Other expenses 238 535 224 312 434 242
Port related costs, cold storage costs 51 591 47 275 – –
Quota-related fees 82 608 255 472 – –
Royalties paid 180 180 – –
Total cost of sales and administration expenses by nature 3 578 777 3 142 366 841 1 258
22. Finance incomeInterest income – bank 22 461 22 081 672 158
Interest income – related party 11 489 6 689 73 42
Interest income – other 1 933 1 505 692 373
35 883 30 275 1 437 573
23. Finance costs
Cash items
Interest expense – bank overdraft 6 210 1 654 – –
Interest expense – floorplan 10 239 – – –
Interest expense – other 1 222 477 – –
17 671 2 131 – –
Non-cash item
Interest expense – post-retirement medical obligation 1 079 1 033 – –
18 750 3 164 – –
Bidvest Namibia Limited Annual Integrated Report 2016
97
Notes to the financial statements – continuedfor the year ended June 30
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
24. Staff and retirement benefit costsSalaries and wages paid to employees 565 509 550 806 – –
Employer contributions to retirement benefits of current employees 30 219 27 090 – –
595 728 577 896 – –
At June 30 2016 approximately 2 738 (2015: 3 305) staff members were
employed by the Group.
25. Income tax
Namibian normal tax
Current income tax – current year 120 725 143 101 458 188
– prior year – 1 372 – –
120 725 144 473 458 188
Deferred income tax – current year (27 177) (10 581) – –
– change in rate (5 965) – – –
– prior year 665 (1 369) – –
(32 477) (11 950) – –
88 248 132 523 458 188
Reconciliation of the tax expense
Reconciliation between applicable tax charge and the profit before tax:
Profit before tax 323 362 544 989 159 414 139 421
Tax at the applicable tax rate of 32% (2015: 33%) 103 476 179 846 51 012 46 009
Exempt income (20 034) (55 022) (50 822) (46 235)
Change in tax rate (5 965) – – –
Prior period adjustment 665 4 – –
Non-deductible expenses 1 523 5 072 137 79
Deferred tax asset not raised 8 583 2 623 – –
88 248 132 523 328 (147)
Income tax assets and liabilities
Current tax assets
Tax refunds receivable 1 927 6 650 – –
Current tax liabilities
Income tax payable 8 777 329 46 20
26. Retirement benefit information
Retirement fund
The total value of contributions to the Bidvest Namibia Limited Retirement
Fund during the year amounted to:
Members’ contributions 15 612 16 204 – –
Employer’s contributions 30 219 27 090 – –
45 831 43 294 – –
This is a defined contribution plan fund and is regulated by the Pension Fund
Act. The fund is valued actuarially on an annual basis. The fund was last
valued at June 30 2015 and its assets were found to exceed its actuarially
calculated liabilities.
In total 199 employees in the Bidvest Namibia Automotive group were
members of the Benchmark Retirement Fund at year-end. Subsequent to the
year-end during July 2016, these employees were transferred to the Bidvest
Namibia Limited Retirement Fund.
Medical aid funds
The total value of company contributions during the year 22 677 20 254 – –
Bidvest Namibia Limited Annual Integrated Report 2016
98
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
27. Share-based paymentsThe Bidvest Namibia Share Incentive Scheme grants options to executive directors and senior employees of the Group to acquire shares in the Company. The
share option scheme has been classified as an equity-settled scheme and therefore an equity-settled share-based payment reserve has been recognised.
Each employee’s share option converts into one ordinary share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the
option. The options carry no rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.
The Bidvest Namibia remuneration committee recommends the number of options to be granted during a financial year and provides guidelines which include
the individual’s performance and the individual’s ability to influence Bidvest Namibia’s results. The Group chief executive officer and Group financial director then
proposes the number of options to be allocated to the various employees, subject to approval by the board of directors.
Option series Number Grant date Expiry date
Exercise
price
(N$)
Fair value
at grant date
(N$)
1. Granted on May 23 2013 2 015 000 May 23 2013 May 22 2023 11,30 12,55
2. Granted on May 22 2015 1 477 500 May 22 2015 May 21 2025 9,90 10,99
The average share price of Bidvest Namibia Limited during the year was N$10,50 (2015: N$12,61).
Options vest in three tranches on the third, fourth and fifth years’ anniversaries respectively from the initial grant date. Options lapse upon the termination of an
option holder’s employment in the Group.
Options granted were priced using the Black-Scholes-Merton model. Expected volatility is based on the historical share price volatility.
Inputs to the model: Option series
1 2
Grant date share price N$12,55 N$10,99
Exercise price N$11,30 N$9,90
Expected volatility 45% 30%
Option life 5 – 10 years 5 – 10 years
Dividend yield 5,04% 5,00%
Risk-free interest rate 6,00% – 6,75% 8,00% – 8,93%
Reconciliation of movements in share options during the year:
2016 2015
Number
Average
price
(N$) Number
Average
price
(N$)
Option series 1
Beginning of the year 1 576 000 11,30 2 015 000 11,30
Granted during the year – 11,30 – 11,30
Resignations (115 000) (439 000)
End of year 1 461 000 1 576 000
Option series 2
Beginning of the year 1 477 500 9,90 – –
Granted during the year – 9,90 1 477 500 9,90
Resignations (150 000) –
End of year 1 327 500 1 477 500
2016
N$’000
2015
N$’000
Equity-settled share-based payment reserve
Balance at the beginning of the year 2 200 1 443
Share based payment expense recognised relating to share options 2 180 1 162
Resignations (188) (405)
Balance at the end of year 4 192 2 200
Bidvest Namibia Limited Annual Integrated Report 2016
99
Notes to the financial statements – continuedfor the year ended June 30
Group Company
2016
’000
2015
’000
2016
’000
2015
’000
28. Earnings per share
Weighted average number of shares
Weighted average number of shares in issue for basic earnings per share and headline earnings per share: 211 953 211 953 – –
No adjustments to the weighted average number of shares were considered necessary as outstanding staff share options do not have a dilutive effect.
Attributable earnings N$’000 N$’000 N$’000 N$’000
Basic earnings per share are based on profit attributable to equity holders of the Company. 184 222 289 236 – –
Basic earnings per share (cents) 86,92 136,46 – –
Headline earnings
Profit attributable to equity holders of the Company 184 222 289 236 – –
Profit on the disposal of property, plant and equipment (1 023) (101 352) – –
Impairment of intangible assets 2 267 – – –
Non-controlling interest in equity (2 850) 30 894 – –
182 616 218 778 – –
Headline earnings per share (cents) 86,16 103,22 – –
No unissued shares have a dilutive effect.
29. DividendsAn interim dividend for the year amounting to N$42,4 million (2015: N$46,6 million) was declared and paid to shareholders registered on March 11 2016. This amounted to an interim dividend paid of 20,0 cents per share, based on ordinary shares in issue of 211 953 002.
A final dividend amounting to N$38,2 million (2015: N$72,1 million) was declared payable to shareholders registered on September 2 2016, payable on September 23 2016. This amounts to a final dividend payable of 18,0 cents per share, based on ordinary shares in issue of 211 953 002.
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
30. Operating leasesThe Group has entered into various operating lease agreements in respect of premises.
Leases which have fixed determinable escalations are charged to profit or loss on a straight-line basis and liabilities are raised for the difference between the actual lease expense and the charge recognised in profit or loss. The liabilities are classified based on the timing of the reversal which will occur when the actual cash flow exceeds the income statement amounts.
Operating lease liability 1 580 1 279 – –
Less: Current portion included in trade and other payables (510) (429) – –
Non-current portion 1 070 850 – –
Operating lease commitments
At year-end, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Land and buildings
Due within one year 24 650 14 741 – –
Due between one year and five years 28 952 14 786 – –
Due thereafter 3 414 2 194 – –
57 016 31 721 – –
Equipment
Due within one year 2 073 1 155 – –
Due between one year and five years 4 044 2 212 – –
6 117 3 367 – –
Exposure 63 133 35 088 – –
Bidvest Namibia Limited Annual Integrated Report 2016
100
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
31. Finance lease liabilityMinimum lease payments due
Due within one year 619 3 789 – –
Due between one year and five years – 152 – –
619 3 941 – –
Less: Future finance charges (11) (241) – –
Present value of minimum lease payments 608 3 700 – –
Non-current liabilities – 143 – –
Current liabilities 608 3 557 – –
608 3 700 – –
32. Cash generated/(absorbed) by operationsProfit before income tax 323 362 544 989 159 414 139 421
Adjustments for:
Depreciation and impairment on property, plant and equipment 71 302 64 802 – –
Amortisation and impairment of intangible assets 11 457 7 037 – –
Share-based payments reserve 1 992 757 – –
Profit on disposal of property, plant and equipment (218) (102 266) – –
Adjustment of intangible assets 558 – – –
Finance income (35 883) (30 275) (1 437) (573)
Dividends received (2 175) (13 037) (158 818) (140 106)
Finance costs (excluding retirement medical obligation) 17 671 2 131 – –
(Decrease) in statutory severance obligation (431) (693) – –
(Decrease) in post-retirement medical obligation (644) (544) – –
Interest on post-retirement medical obligation 1 079 1 033 – –
Movement in associate (10 517) (2 391) – –
Movement in joint venture (2 873) (581) – –
Increase in lease charges for straight lining of leases 220 36 – –
Changes in working capital (excluding the effects of business acquisitions and disposals and exchange rate differences):
Decrease/(increase) inventories 100 455 (30 601) – –
Decrease/(increase) biological assets 651 (2 113) – –
Decrease trade and other receivables 38 373 48 456 (5) 75
(Decrease)/increase trade and other payables (126 192) 45 006 9 (190)
388 187 531 746 (837) (1 373)
33. Income tax paidBalance receivable/(due) at the beginning of the year 6 321 (3 377) (20) (21)
Current tax for the year (120 725) (144 473) (458) (188)
Assumed in a business combination (1 360) – – –
Balance due/(receivable) at the end of the year 6 850 (6 321) 46 20
(108 914) (154 171) (432) (189)
34. Non-cash flow movementProceeds on disposal of property, plant and equipment 56 030 138 948 – –
Loan to related party – (138 948) – –
56 030 – – –
Bidvest Namibia Limited Annual Integrated Report 2016
101
Notes to the financial statements – continuedfor the year ended June 30
Group
2016
N$’000
2015
N$’000
35. Effects of exchange rate fluctuations on cash and cash equivalents – GroupProperty, plant and equipment (12 426) (8 461)
Intangibles (4 677) (3 013)
Movement in foreign currency translation reserve 11 857 5 873
Minority shareholders 12 341 6 113
Net borrowings (1 029) –
Trade and other receivables (4 926) (3 470)
Inventories (2 151) (1 684)
Trade and other payables 7 984 6 687
6 973 2 045
36. Related party balances and transactions
Relationships
During the year the Group, in the ordinary course of business, entered into various sale and purchase transactions with its holding company and all other related
parties.
The transactions occurred under terms that are negotiated between the parties.
The following parties are included as related parties:
The Company is controlled by The Bidvest Group Limited, a company registered in the Republic of South Africa and listed on the JSE Limited. All its subsidiaries,
associates and joint ventures are considered to be related parties. Please refer to the directors’ report for a list of subsidiaries, associates and joint ventures.
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
The following persons are included as key management:
SI Kankondi
M Samson
J Arnold
T Weitz
T Mberirua
W Schuckmann
H Feris
RLC Raposo
Non-executive directors’ compensation
Attendance fees 1 272 1 285 – –
Executive directors and key management compensation
Salaries and other short-term employee benefits 20 894 14 962 – –
Receivable from related parties
Loans to related parties
Bidvest Namibia Commercial Holdings (Proprietary) Limited – (i) – – 335 404 153 946
Bidvest Namibia Management Services (Proprietary) Limited – (i) – – 24 753 26 422
Bidvest Namibia Property Holdings (Proprietary) Limited -(i) – – 148 995 93 907
Bidvest Namibia Information Technology (Proprietary) Limited – (i) – – 5 021 5 021
Carapau Fishing (Proprietary) Limited – (iv) 83 708 127 927 – –
83 708 127 927 514 173 279 296
Non-current asset 55 445 104 342 – –
Current asset 28 263 23 585 – –
83 708 127 927 – –
The Group has provided a loan to Carapau Fishing (Proprietary) Limited, an associate company, in which it holds a 25% interest. The loan carries interest at the
Namibian prime rate of 10,75% and is repayable over 60 months and is secured by a marine bond over a fishing vessel owned by the associate company that
has a carrying amount of N$151,3 million.
Bidvest Namibia Limited Annual Integrated Report 2016
102
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
36. Related party balances and transactions (continued)
Trade receivables
Alimentar Carnes de Moçambique Limitada – (iv) 7 448 – – –
Bidvest Car Rental (Namibia) (Proprietary) Limited – (ii) 15 16 – –
Bidvest Paperplus (Proprietary) Limited – (ii) 11 – – –
Carapau Fishing (Proprietary) Limited – (iv) 6 560 24 – –
Express Air Services (Namibia) (Proprietary) Limited – (ii) 93 – –
Foreal Investments (Proprietary) Limited – (iii) – 18 – –
Kolok (Proprietary) Limited – (ii) – 41 – –
Manica Africa (Proprietary) Limited – (ii) 3 3 – –
Minolco (Proprietary) Limited – (ii) 146 87 – –
Namibia Bureau de Change (Proprietary) Limited – (iv) 139 – – –
Pureau Fresh Water Company (Proprietary) Limited – (ii) 2 – – –
Royalserve Cleaning (Proprietary) Limited – (ii) 154 174 – –
Safcor Freight (Proprietary) Limited – (ii) 196 – – –
Solid State Power (Proprietary) Limited – (ii) 5 – – –
Waltons (Proprietary) Limited – (ii) – 239 – –
14 772 602 – –
98 480 128 529 514 173 279 296
Payable to related parties
Trade payables
Bid Corporate Services (Proprietary) Limited – (ii) 126 – – –
Bid Information Exchange (Proprietary) Limited – (ii) 1 387 – – –
BidOffice Furniture Manufacturing (Proprietary) Limited – (ii) 85 455 – –
Bidserv Industrial Products (Proprietary) Limited – (ii) 18 63 – –
Bidsport (Proprietary) Limited – (ii) – 175 – –
Bidvest Afcom (Proprietary) Limited – (ii) – 423 – –
Bidvest Bakery Solutions (Proprietary) Limited – (ii) 170 360 – –
Bidvest Car Rental (Namibia) (Proprietary) Limited – (ii) 99 30 – –
Bidvest Paperplus (Proprietary) Limited – (ii) 147 – – –
Blue Marine Frozen Foods (Proprietary) Limited – (ii) 2 070 – – –
Carapau Fishing (Proprietary) Limited – (iv) – 5 320 – –
Cecil Nurse (Proprietary) Limited – (ii) 362 428 – –
Chipkins Catering Supplies (Proprietary) Limited – (ii) – 731 – –
Express Freight (Namibia) (Proprietary) Limited – (ii) 1 – – –
First Food Distributors (Proprietary) Limited – (ii) – 1 503 – –
Hortors Stationery (Proprietary) Limited – (ii) 45 3 – –
Kolok (Proprietary) Limited – (ii) 1 072 5 664 – –
Lithotech Sales Cape (Proprietary) Limited – (ii) 33 10 – –
Lithotech Listing and Logistics (Proprietary) Limited – (ii) 165 30 – –
Minolco (Proprietary) Limited – (ii) – 870 – –
Namibia Bureau de Change (Proprietary) Limited – (iv) – 2 – –
Ozalid South Africa (Proprietary) Limited – (ii) – 23
Plumblink (South Africa) (Proprietary) Limited – (ii) 202 – – –
Pureau Fresh Water Company (Proprietary) Limited – (ii) – 6
Royalserve Cleaning (Proprietary) Limited – (ii) 41 13
Silveray Statmark Company (Proprietary) Limited – (ii) 1 282 475 – –
Sea World (Proprietary) Limited – (ii) 575 – – –
Seating (Proprietary) Limited – (ii) 550 – – –
Steiner Hygiene (Proprietary) Limited – (ii) 344 243 – –
Voltex (Proprietary) Limited – (ii) 3 421 1 832 – –
Waltons (Proprietary) Limited – (ii) 462 – – –
12 657 18 659 – –
Bidvest Namibia Limited Annual Integrated Report 2016
103
Notes to the financial statements – continuedfor the year ended June 30
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
36. Related party balances and transactions (continued)
Sales to related parties
Alimentar Carnes de Moçambique Limitada – (iv) 70 578 – – –
Bidvest Car Rental (Namibia) (Proprietary) Limited – (ii) 252 212 – –
Bidvest Food Services (Proprietary) Limited – (ii) 426 – – –
Bidvest Paperplus (Proprietary) Limited – (ii) 10 – – –
Rennies Express Freight (Namibia) (Proprietary) Limited – (ii) – 6 – –
Voltex (Proprietary) Limited – (ii) – 39 – –
Manica Africa (Proprietary) Limited – (ii) 241 149 – –
Patleys (Proprietary) Limited – (ii) 14 900 – – –
Royalserve Cleaning (Proprietary) Limited – (ii) 1 399 1 626 – –
Safcor Freight (Proprietary) Limited – (ii) 1 142 857 – –
Solid State Power (Proprietary) Limited – (ii) 4 – – –
Minolco (Proprietary) Limited – (ii) 3 92 – –
Carapau Fishing (Proprietary) Limited – (iv) 2 256 161 – –
Foreal Investments (Proprietary) Limited – (iii) 2 792 3 883 – –
94 003 7 025 – –
Finance income
Carapau Fishing (Proprietary) Limited – (iv) 11 489 6 689 – –
Purchases from related parties
Bidvest Afcom (Proprietary) Limited – (ii) 1 460 2 279 – –
Bid Information Exchange (Proprietary) Limited – (ii) 11 11 – –
BidOffice Furniture Manufacturing (Proprietary) Limited – (ii) 3 213 9 077 – –
Bidserv Industrial Products (Proprietary) Limited – (ii) 183 378 – –
Bidsport (Proprietary) Limited – (ii) – 900 – –
Bidvest Bakery Solutions (Proprietary) Limited – (ii) 3 358 2 573 – –
Bidvest Car Rental (Namibia) (Proprietary) Limited – (ii) 5 621 5 758 – –
Bidvest Paperplus (Proprietary) Limited – (ii) 190 – – –
Blue Marine Frozen Foods (Proprietary) Limited – (ii) 19 338 – – –
Carapau Fishing (Proprietary) Limited – (iv) 8 423 26 335 – –
Cecil Nurse (Proprietary) Limited – (ii) 4 903 4 808 – –
Chipkins Catering Supplies (Proprietary) Limited – (ii) – 9 172 – –
Crown National (Proprietary) Limited – (ii) – 900 – –
Dauphin Office Seating S.A. (Proprietary) Limited – (ii) 552 187 – –
First Food Distributors (Proprietary) Limited – (ii) – 20 492 – –
Hortors Stationery (Proprietary) Limited – (ii) 791 118 – –
Kolok (Proprietary) Limited – (ii) 94 303 85 861 – –
Lithotech Listing and Logistics (Proprietary) Limited – (ii) 1 054 684 – –
Lithotech Sales Cape (Proprietary) Limited – (ii) 211 175 – –
Minolco (Proprietary) Limited – (ii) 27 063 24 752 – –
Namibia Bureau de Change (Proprietary) Limited – (iv) 661 390 – –
Plumblink (South Africa) (Proprietary) Limited – (ii) 2 087 – – –
Pureau Fresh Water Company (Proprietary) Limited – (ii) – 17 – –
Royalserve Cleaning (Proprietary) Limited – (ii) 35 30 – –
Sea World (Proprietary) Limited – (ii) 7 502 – – –
Seating (Proprietary) Limited – (ii) 3 679 – – –
Silveray Statmark Company (Proprietary) Limited – (ii) 7 288 10 677 – –
South African Diaries (Proprietary) Limited – (ii) 55 784 – –
Steiner Hygiene (Proprietary) Limited – (ii) 2 199 1 669 – –
Voltex (Proprietary) Limited – (ii) 12 581 19 806 – –
Waltons (Proprietary) Limited – (ii) 12 508 11 923 – –
219 269 239 756 – –
Bidvest Namibia Limited Annual Integrated Report 2016
104
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
36. Related party balances and transactions (continued)Administration and royalties fees paid to related partiesBid Corporate Services (Proprietary) Limited (royalties) – (ii) 267 340 – –
Bid Corporate Services (Proprietary) Limited (fees) – (ii) 880 800 – –
Waltons (Proprietary) Limited – (ii) 489 458 – –
Cecil Nurse (Proprietary) Limited – (ii) 1 307 1 239 – –
Minolco (Proprietary) Limited – (ii) 765 765 – –
3 708 3 602 – –
Profit on disposal of non-current assetCarapau Fishing (Proprietary) Limited – (iv) – 101 917 – –
Administration fees received from related partiesCarapau Fishing (Proprietary) Limited – (iv) 11 984 5 378 – –
Quota rental fees paid to related partiesSpoto Fishing (Proprietary) Limited 13 887 12 746 – –
The Group paid quota rental fees to the above mentioned company. M Shipanga is a director of Spoto Fishing (Proprietary) Limited. S Kankondi, M Mokgatle-Aukhumes and M Shipanga hold indirect shareholdings in Spoto Fishing (Proprietary) Limited. These transactions occurred under terms that are market related.(i) Direct subsidiary(ii) Fellow subsidiary of the Group(iii) M Shipanga is a director and shareholder in Foreal Investments (Proprietary) Limited and Oshivelelwa (Proprietary) Limited(iv) An associate of the Group.
Related party transactions were carried out on terms and conditions as agreed between the parties.
37. Financial risk management
37.1 Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.
The financial risk management function is carried out by local management at a subsidiary level.
(a) Market risk
(i) Foreign exchange riskCurrency risk is created due to the influence of exchange rate fluctuations. The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar and the euro. Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group’s functional currency. The Group has a policy to consider the need to take out cover on outstanding foreign currency transactions on an ad hoc basis, as and when such transactions occur. Upon the final decision and discretion of management, cover is then taken out from time to time.
At June 30 2016, if the currency had weakened/strengthened by 10% against the US dollar and/or euro with all other variables held constant, post-tax profit for the year would not have been materially impacted. This can be seen in the analysis of foreign currency financial instruments at year-end:
Euro
denominated
’000
US dollar
denominated
’000
Angola kwanza
denominated
’000
Totals in
N$’000
Group
As at June 30 2016Other borrowings – – 248 889 20 740
Trade and other receivables 270 3 147 – 39 547
Cash and cash equivalents 323 2 617 835 894 138 548
Trade and other payables – (2 518) – (14 772)
593 3 246 1 084 783 184 063
Equivalent in N$ 9 223 58 919 115 921 184 063
Group
As at June 30 2015Trade and other receivables 270 2 814 – 37 085
Cash and cash equivalents – 4 270 572 130 108 870
Trade and other payables – (5 350) – (66 047)
270 1 734 572 130 79 908
Equivalent in N$ 3 892 18 800 57 216 79 908
Bidvest Namibia Limited Annual Integrated Report 2016
105
Notes to the financial statements – continuedfor the year ended June 30
37. Financial risk management (continued)
37.1 Financial risk factors (continued)
(a) Market risk (continued)
(ii) Price riskThe Group is not exposed to any significant commodity price risk or equity securities price risk.
(iii) Interest rate riskThe Group’s significant interest-bearing assets are cash and cash equivalents and loans granted. The Group also has significant interest-bearing
borrowings. The Group’s interest rate risk arises mainly from cash invested in current and call accounts, loans granted, from its bank overdraft and
borrowings.
The Group’s trade and other receivables and trade and other payables do not expose the Group to any significant interest rate risks due to their
short-term non-interest nature.
The table below provide the interest rates for monetary financial instruments at year-end:
Group Company
2016
%
2015
%
2016
%
2015
%
Cash and cash equivalents 5,39 5,78 4,17 4,25
Bank overdraft 8,75 8,25 – –
Other financial assets 5,50 – – –
Floorplan liabilities 10,25 – 11,50 – – –
Secure bank loan 11,00 – – –
Cash flow sensitivity analysis for floating interest rate bearing instruments.
A change of 100 basis points in interest rates at the reporting date would have increased or (decreased) accumulated losses and surplus by the
amounts shown below. This analysis assumes that all other variables remain constant. The analysis was performed on the same basis for 2015.
Group Company
Effect on profit and equity Effect on profit and equity
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
Cash and cash equivalents 7 442 9 084 72 1 975
Floorplan liabilities 1 528 – – –
Other financial assets 127 127 127 127
Secure bank loan 207 – – –
Bidvest Namibia Limited Annual Integrated Report 2016
106
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
37. Financial risk management (continued)
37.1 Financial risk factors (continued)
(b) Credit risk
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to customers and committed
transactions. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. The
Group has policies that limit the amount of credit risk exposure to any one financial institution, and cash transactions are limited to high credit quality
financial institutions. The Group’s credit risk relating to its loan to related party is mitigated as the loan to the associate company is secured by a marine
bond over a fishing vessel owned by the associate company. Bidvest Namibia Limited issued suretyships of N$232,4 million to commercial banks to secure
overdraft facilities of its subsidiaries.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
Group Company
Carrying amount Carrying amount
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
Trade receivables 370 099 360 377 – –
Related party loans 83 708 127 927 514 173 279 296
Other financial assets 12 714 12 714 12 714 12 714
Other receivables 61 306 61 761 25 20
Trade and other receivables 527 827 562 779 526 912 292 030
Cash and cash equivalents 744 167 908 363 7 153 197 499
1 271 994 1 471 142 534 065 489 529
The ageing of the components of trade receivables at year-end was:
Gross
2016
N$’000
Impairment
2016
N$’000
Gross
2015
N$’000
Impairment
2015
N$’000
Group
Trade debtors
Not past due 303 698 (40) 295 956 –
Past due 1 – 30 days 48 301 (772) 39 444 (1)
Past due 31 – 90 days 14 012 (365) 14 703 (806)
Past due 91 – 180 days 5 088 (3 210) 4 936 (1 680)
Past due more than 180 days 18 233 (14 846) 16 508 (8 683)
389 332 (19 233) 371 547 (11 170)
Company
Trade debtors
Not past due – – – –
Other debtors
Not past due 25 – 20 –
Bidvest Namibia Limited Annual Integrated Report 2016
107
Notes to the financial statements – continuedfor the year ended June 30
37. Financial risk management (continued)
37.1 Financial risk factors (continued)
(b) Credit risk (continued)
Credit quality of financial assets
The Group has not renegotiated the terms of receivables and has collaterals or guarantees as security for all significant debtors. The Group limits its
exposure to credit risk by investing in high-quality creditworthy counterparties. Given these high credit ratings, the directors do not expect any counterparty
to fail to meet its obligations. The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit
ratings (if available) or to historical information about counterparty default rates.
The Group only banks with high credit quality financial institutions. The Group has bank accounts with First National Bank of Namibia Limited, Standard
Bank Namibia Limited, Nedbank Namibia Limited and Bank Windhoek Limited.
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
Counterparties without external credit ratings net of provision for
impairment:
Other financial assets 12 714 12 714 – –
Other receivables 61 306 61 761 25 20
Loan to related party 83 708 127 927 – –
Angolan banks 95 181 86 270 – –
Trade receivables 370 099 360 377 – –
623 008 649 049 25 20
Counterparties with strong external credit ratings:
Cash and cash equivalents and money market funds
Cash on hand 1 162 391 – –
Old Mutual Corporate Fund – 100 652 – 106 811
Bank Windhoek Corporate Fund 14 862 117 962 – 90 989
IJG Securities EMH Prescient Unit Trust Fund 11 950 – – –
First National Bank of Namibia Limited 41 605 38 397 – –
Nedbank Namibia Limited 26 620 1 127 – –
Standard Bank Namibia Limited 519 369 543 549 7 113 6 350
Bank Windhoek Limited 33 418 20 015 40 16
648 986 822 093 7 153 204 166
The Group’s standard credit terms are cash on or before delivery, nil and 30 days from statement date. The average credit period on sales of goods of the
Group is 38 days (2015: 38 days). In some instances interest is charged on overdue accounts at prime plus 2% on the outstanding balance. Some sales
are insured by a credit guarantee cover. Included in the past due trade and other receivables are balances totalling N$66,2 million (2015: N$64,1 million)
with no collateral, none of which in its own right is material to the Group.
The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly, the directors believe that there is no further
credit provision required in excess of the allowance for doubtful debts.
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and availability of funding through an adequate amount of committed credit facilities.
Due to the dynamic nature of the business, the Group aims at maintaining flexibility in funding by keeping committed credit lines available.
Bidvest Namibia Limited Annual Integrated Report 2016
108
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
37. Financial risk management (continued)
37.1 Financial risk factors (continued)
(c) Liquidity risk (continued)
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the
contractual maturity date.
Less than
1 year
N$’000
Between 1
and 2 years
N$’000
Between 2
and 5 years
N$’000
Over
5 years
N$’000
Interest
adjustment
N$’000
Total
N$’000
Group
As at June 30 2016
Bank overdraft 71 097 – – – – 71 097
Borrowings 162 648 8 226 18 981 792 (12 160) 178 487
Trade and other payables 346 430 – – – – 346 430
580 175 8 226 18 981 792 (12 160) 596 014
Group
As at June 30 2015
Bank overdraft 17 330 – – – – 17 330
Other borrowings 989 – – – – 989
Trade and other payables 443 779 – – – – 443 779
462 098 – – – – 462 098
Company
As at June 30 2016
Trade and other payables 36 – – – – 36
As at June 30 2015
Trade and other payables 27 – – – – 27
The average credit period on the purchase of certain goods from major creditors is current to 90 days. No interest is charged on the trade payables for the
first 30 to 90 days from the date of the invoice. Thereafter, interest is charged at varying rates ranging from nil to 30% per annum on the outstanding
balance. The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through committed credit
facilities with the Group’s bankers. The credit facilities of the Group are reviewed annually and consist of the following unsecured and secured bank
overdraft facilities:
Group Company
2016
N$’000
2015
N$’000
2016
N$’000
2015
N$’000
Unsecured bank overdraft facilities, reviewed annually and payable
on demand
Standard Bank Namibia Limited 198 500 162 850 – –
First National Bank of Namibia Limited 55 000 – – –
Bank Windhoek Limited 500 500 – –
254 000 163 350 – –
Secured bank overdraft facilities, reviewed annually and payable
on demand
Nedbank Namibia Limited 8 500 – – –
8 500 – – –
37.2 Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the
capital structure, the Group may adjust the amount of dividends paid to shareholders.
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total
borrowings (including “current and non-current borrowings” as shown in the consolidated statement of financial position) less cash and cash equivalents.
Total capital is calculated as equity as shown in the consolidated statement of financial position plus net debt. The Group’s capital exceeds its net debt and
thus the capital risk is assessed as low.
Bidvest Namibia Limited Annual Integrated Report 2016
109
Notes to the financial statements – continuedfor the year ended June 30
Loans and
receivables at
amortised
cost
N$’000
Financial
liabilities at
amortised
cost
N$’000
Total
N$’000
37. Financial risk management (continued)
37.3 Financial instruments per category
Group
As at June 30 2016
Financial assets
Trade and other receivables 431 405 – 431 405
Related party loans 83 708 – 83 708
Other financial assets 12 714 – 12 714
Cash and cash equivalents 744 167 – 744 167
Financial liabilities
Bank overdraft – (71 097) (71 097)
Borrowings – (190 647) (190 647)
Trade and other payables – (346 430) (346 430)
Total financial instruments 1 271 994 (608 174) 663 820
Group
As at June 30 2015
Financial assets
Trade and other receivables 422 138 – 422 138
Related party loans 127 927 – 127 927
Other financial assets 12 714 – 12 714
Cash and cash equivalents 908 363 – 908 363
Financial liabilities
Bank overdraft – (17 330) (17 330)
Other borrowings – (989) (989)
Trade and other payables – (443 779) (443 779)
Total financial instruments 1 471 142 (462 098) 1 009 044
Company
As at June 30 2016
Financial assets
Trade and other receivables 514 198 – 514 198
Other financial assets 12 714 – 12 714
Cash and cash equivalents 7 153 – 7 153
Financial liabilities
Trade and other payables – (36) (36)
Total financial instruments 534 065 (36) 534 029
Company
As at June 30 2015
Financial assets
Trade and other receivables 279 316 – 279 316
Other financial assets 12 714 – 12 714
Cash and cash equivalents 197 499 – 197 499
Financial liabilities
Trade and other payables – (27) (27)
Total financial instruments 489 529 (27) 489 502
Bidvest Namibia Limited Annual Integrated Report 2016
110
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
37. Financial risk management (continued)
37.4 Fair value measurements
(a) Valuation
In terms of IFRS, the Group is required to measure certain assets and liabilities at fair value. The Group has established control frameworks and processes
to independently validate its valuation techniques and inputs used to determine its fair value measurements.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date ie an exit price. Fair value is therefore a market-based measurement and when measuring fair value the Group uses the
assumptions that market participants would use when pricing an asset or liability under current market conditions, including assumptions about risk.
When determining fair value it is presumed that the entity is a going concern and the fair value is therefore not an amount that represents a forced
transaction, involuntary liquidation or a distressed sale.
Fair value measurements are determined by the group on both a recurring and non-recurring basis.
Recurring fair value measurements Recurring fair value measurements are those for assets and liabilities that IFRS requires or permits to be recognised at fair value and are recognised in the
statement of financial position at reporting date. This includes financial assets, financial liabilities and non-financial assets that the Group measures at fair
value at the end of each reporting period.
Financial instrumentsWhen determining the fair value of a financial instrument, where the financial instrument has a bid or ask price (for example in a dealer market), the Group
uses the price within the bid-ask spread that is most representative of fair value in the circumstances. Although not a requirement, the Group uses the bid
price for financial assets or the ask/offer price for financial liabilities where this best represents fair value.
When determining the fair value of a financial liability or the Group’s own equity instruments the quoted price for the transfer of an identical or similar
liability or own equity instrument is used. Where this is not available, and an identical item is held by another party as an asset, the fair value of the liability
or own equity instrument is measured using the quoted price in an active market of the identical item, if that price is available, or using observable inputs
(such as the quoted price in an inactive market for the identical item) or using another valuation technique.
Where the Group has any financial liability with a demand feature the fair value is not less than the amount payable on demand, discounted from the first
date that the amount could be required to be paid where the time value of money is significant.
Non-financial assetsWhen determining the fair value of a non-financial asset, a market participant’s ability to generate economic benefits by using the assets in its highest and
best use or by selling it to another market participant that would use the asset in its highest and best use, is taken into account. This includes the use of
the asset that is physically possible, legally permissible and financially feasible.
Non-recurring fair value measurements Non-recurring fair value measurements are those triggered by particular circumstances and include the classification of assets and liabilities as non-current
assets or disposal groups held-for-sale under IFRS 5 where fair value less costs to sell is the recoverable amount, IFRS 3 business combinations where
assets and liabilities are measured at fair value at acquisition date, and IAS 36 impairments of assets where fair value less costs to sell is the recoverable
amount. These fair value measurements are determined on a case-by-case basis as they occur within each reporting period.
Other fair value measurementsOther fair value measurements include assets and liabilities not measured at fair value but for which fair value disclosures are required under another
IFRS eg financial instruments at amortised cost. The fair value for these items is determined by using observable quoted market prices where these are
available or in accordance with generally acceptable pricing models such as a discounted cash flow analysis. For all other financial instruments at
amortised cost the carrying value is equal to or a reasonable approximation of the fair value.
Bidvest Namibia Limited Annual Integrated Report 2016
111
Notes to the financial statements – continuedfor the year ended June 30
37. Financial risk management (continued)
37.4 Fair value measurements (continued)
(b) Fair value hierarchy and measurements
The Group classifies assets and liabilities measured at fair value using a fair value hierarchy that reflects whether observable or unobservable inputs are
used in determining the fair value of the item. If this information is not available, fair value is measured using another valuation technique that maximises
the use of relevant observable inputs and minimises the use of unobservable inputs. The valuation techniques employed by the Group include, inter alia,
quoted prices for similar assets or liabilities in an active market, quoted prices for the same asset or liability in an inactive market, adjusted prices from
recent arm’s length transactions, option-pricing models, and discounted cash flow techniques.
Level 1Fair value is determined using unadjusted quoted prices in active markets for identical assets or liabilities where this is readily available and the price
represents actual and regularly occurring market transactions. An active market is one in which transactions occur with sufficient volume and frequency to
provide pricing information on an ongoing basis.
Level 2 Fair value is determined using inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly such as quoted prices
for similar items in an active market or for an identical item in an inactive market, or valuation models using observable inputs or inputs derived from
observable market data.
Level 3 Fair value is determined using a valuation technique and significant inputs that are not based on observable market data (ie unobservable inputs) such
as an entity’s own assumptions about what market participants would assume in pricing assets and liabilities.
The table below sets out the valuation techniques applied by the Group for recurring fair value measurements of assets and liabilities categorised as level 1
and level 3 in the fair value hierarchy:
Instrument
Fair value
hierarchy
level
Valuation
technique
Description of valuation technique and
main assumptions
Observable
inputs
Significant
unobservable
inputs of
Level 3 items
Financial assets and liabilities not measured at fair value but for which fair value is disclosed
Level 3 Discounted
cash flows
The future cash flows are discounted using
a market-related interest rate
Market interest
rates
Credit inputs
Biological assets Level 1 Market prices Fair value less estimated point of sale costs Market prices Not applicable
Assets held-for-sale Level 1 Market prices Fair value based on willing buyer and willing
seller basis
Market prices Not applicable
During the year there were no changes in the valuation techniques used by the Group.
Bidvest Namibia Limited Annual Integrated Report 2016
112
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
38. Critical accounting estimates and judgementsThe Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual
results.
The preparation of the Group’s financial statements necessitates the use of estimates, assumptions and judgements. These estimates and assumptions affect
the reported amounts of assets and liabilities at the reporting date as well as affecting the reported income and expenses for the year. Although estimates are
based on management’s best knowledge and judgement of current facts as at the reporting date, the actual outcome may differ from these estimates.
Estimated recoverable amount of certain cash-generating units
The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy. The recoverable amounts of cash-generating
units have been determined based on value-in-use calculations. These calculations require the use of estimates. Assumptions used are referred to under
note 2.3.
Fishing vessels
The residual values of fishing vessels are based on valuations performed by independent external valuators. Revaluations are made with sufficient regularity to
ensure that the carrying amounts does not differ materially from the revalued amounts. The residual values are calculated using management’s best estimates
and using the exchange rates at the reporting date.
Deferred taxation assets
Deferred taxation assets are recognised to the extent that it is probable that taxable income will be available against which they can be utilised. Management
estimates that there will be sufficient taxable profit in the future against which to utilise the deferred tax asset.
Contingent liabilities
Contingent liabilities are raised based on management’s assessment of whether a possible obligation exists whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain events. Contingent liabilities which could not previously be recognised as liabilities due the uncertainty
surrounding the amount or the outcome of the event, are recognised as liabilities as soon as there is certainty that the outcome of an event will not be in favour
of the Group or as soon as the amount can be measured reliably. Proceeds received from the Group’s insurers as compensation for an unfavourable outcome of
a contingent event are accounted for separately from the liability arising from the contingent event.
Asset lives and residual values
Property, plant and equipment is depreciated over its useful life taking into account residual values, where appropriate. The actual lives of the assets and
residual values are assessed annually and may vary depending on a number of factors. In reassessing asset lives, factors such as technological innovation,
product lifecycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the
remaining life of the asset and projected disposal values.
Investment in associate
Industria Alimentar Carnes de Moçambique Limitada is largely funded by foreign currency loans and it has been adversely impacted by the depreciation of the
local Mozambique currency in the second half of the year and as result, at year-end the Group share of the net asset value of the company was less than the
carrying value of the investment at year-end by N$9 million. The associate is in the process of attempting to convert the existing foreign loan funding to local
currency funding to reduce the exposure to the exchange rate volatility, based on this, management is confident that the net asset value will improve therefore
no impairment of the investment was deemed necessary.
Bidvest Namibia Limited Annual Integrated Report 2016
113
Notes to the financial statements – continuedfor the year ended June 30
39. Acquisition of subsidiaryThe Group acquired 100% shareholding in International Capital Investments (Proprietary) Limited trading as Novel Motor Company and Lenkow (Proprietary)
Limited with effect July 31 2015, in line with its continued strategy to diversify its business portfolio. Novel Motor Company is a well known vehicle dealership
and Lenkow (Proprietary) Limited owns the Windhoek showroom and service centre premises from where Novel Motor Company operates.
Identifiable assets acquired and liabilities assumed
The following table summarises the acquisition date fair value of assets and liabilities acquired.
Novel
Motor
Company
N$’000
Lenkow
Property
N$’000
Total
N$’000
Property, plant and equipment 3 107 69 000 72 107
Investments 36 – 36
Intangible assets 214 214
Inventories 152 862 – 152 862
Trade and other receivables 38 832 616 39 448
Cash and cash equivalents 22 991 – 22 991
Total assets 218 042 69 616 287 658
Deferred tax liabilities 125 2 553 2 678
Taxation 1 106 254 1 360
Inter-group loan (13 395) 13 395 –
Floorplan liabilities 153 483 – 153 483
Trade and other payables 23 415 – 23 415
Total liabilities 164 735 16 202 180 936
Total identifiable net assets acquired 53 308 53 414 106 722
Trade and other receivables comprise contractual amounts due of N$42.9 million, of which
N$4,1 million was expected to be uncollectible at the dated of acquisition.
Goodwill
Goodwill arising from the acquisition has been recognised as follows:
Consideration transferred 175 956 57 868 233 824
Non-controlling interest – – –
Fair value of identifiable net assets (53 308) (53 414) (106 722)
Goodwill 122 648 4 454 127 102
The goodwill is attributable mainly to the exclusive rights that Novel Motor Company has to sell
Ford, Mazda, Volvo and Land Rover motor vehicles. None of the goodwill recognised is expected to
be deductible for tax purposes.
Consideration transferred
Cash paid 170 457 57 868 228 325
Contingent consideration 5 000 – 5 000
Finance cost on contingent consideration 499 – 499
Total consideration 175 956 57 868 233 824
Cash acquired (22 991) – (22 991)
Contingent consideration (5 499) – (5 499)
Net cash outflow 147 466 57 868 205 334
Contingent consideration
The Group has agreed to pay the selling shareholders N$5 million, plus interest calculated at Namibian prime rate, in 18 months’ time after the effective date
(July 31 2015), the contingent consideration serves as security for any indemnity for a breach of any provision of this agreement by the selling shareholders.
The contingent consideration is expected to increase by an interest amount of N$313 542 with the Namibian prime rate of 10,75%.
Bidvest Namibia Limited Annual Integrated Report 2016
114
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
40. Acquisition of non-controlling interest without a change in controlDuring the financial year under review, Trachurus Fishing (Proprietary) Limited, a subsidiary of Namsov Fishing Enterprises (Proprietary) Limited, bought back
33,76% of its issued share capital from three of the minority shareholders, which resulted in Namsov Fishing Enterprises (Proprietary) Limited shareholding
increasing from 51,00% to 84,26%. The shares were repurchased at a purchase consideration of N$70,40 million, which is the net asset value of the
repurchased shares. The remaining 15,24% is owned by Atlantic Harvester of Namibia (Proprietary) Limited which is indirectly 100% owned by Namsov Fishing
Enterprises (Proprietary) Limited.
The purchase consideration was settled as follows:
N$’000
Fishing vessel transferred to two of the minority quota contributing shareholders 56 030
Cash 14 372
Total purchase consideration 70 402
41. Subsequent eventsNo matters which are material to the financial affairs of the Group have occurred between June 30 2016 and the date of approval of the annual financial
statements.
42. Standards and amendments issuedAt the date of authorisation of these annual financial statements, the following standards were in issue but not yet effective, and were not early adopted. The
Group intends to adopt these standards when they become effective.
New/Revised International Financial Reporting Standards
Effective for annual
periods beginning
on or after
IFRS 9 Financial Instruments – Finalised version, incorporating requirements for classification and measurement, impairment,
general hedge accounting and derecognition.
1 January 2018
IFRS 7 Financial Instruments: Disclosures – Amendments resulting from Annual Improvements 2012 – 2014 cycle 1 January 2016
IFRS 10 Consolidated Financial Statements – Amendments regarding the application of the consolidation exception 1 January 2016
IFRS 11 Joint Arrangements – Amendments regarding the accounting for acquisitions of an interest in a joint operation 1 January 2016
IFRS 12 Disclosure of Interest in Other Entities – Amendments regarding the application of consolidation exemptions 1 January 2016
IFRS 15 Clarifications to IFRS 15 1 January 2018
IFRS 16 Property, Plant and Equipment – Amendments as the result of the first comprehensive review 1 January 2019
IAS 1 Amendments resulting from the disclosure initiative 1 January 2016
IAS 16 Property, Plant and Equipment – Amendments bringing bearer plants into the scope of IAS 16 1 January 2016
IAS 19 Employee Benefits – Amendments resulting from Annual Improvements 2012 – 2014 cycle 1 January 2016
IAS 27 Separate Financial Statements – Amendments reinstating the equity method as an accounting option for investments in
subsidiaries, joint ventures and associates in an entity’s separate financial statements
1 January 2016
IAS 12 Amendments regarding the recognition of deferred tax assets for unrealised losses 1 January 2017
IAS 38 Intangible Assets – Amendments regarding the clarification of acceptable methods of depreciation and amortisation 1 January 2016
Bidvest Namibia Limited Annual Integrated Report 2016
115
Shareholders’ diary
Financial year-end June 30
Annual general meeting November
Reports and accounts
Interim report for the half year ending December 31 February/March
Announcement and annual results August/September
Annual report September/October
Distributions
Interim distribution March
Final distribution September
Bidvest Namibia Limited Annual Integrated Report 2016
116
BASTION GRAPHICS
Administration
BIDVEST NAMIBIA LIMITED Legal practitioners
Incorporated in the Republic of Namibia H.D. Bossau & Co
Registration number: 89/271 15th Floor, Frans Indongo Gardens
Share code: BVN 19 Dr Frans Indongo Street
ISIN: NA000A0Q5TN0 Windhoek, Namibia
(PO Box 1975, Windhoek, Namibia)
Company secretary Telephone: +264 (61) 370 850
Ms Veryan Hocutt Facsimile: +264 (61) 370 855
Registered address Koep & Partners
4 Robert Mugabe Avenue, Windhoek 33 Schanzen Road
(PO Box 6964, Ausspannplatz, Windhoek, Namibia) Windhoek, Namibia
Telephone: +264 (61) 417 450 (PO Box 3516, Windhoek, Namibia)
Facsimile: +264 (61) 229 920 Telephone: +264 (61) 382 800
Facsimile: +264 (61) 382 888
Sponsor and corporate adviser
PSG Konsult (Namibia) Auditors
Member of the Namibian Stock Exchange Deloitte & Touche
Registration number: 98/528 Registered Accountants and Auditors
5 Conradie Street ICAN practice number: 9407
Windhoek, Namibia Deloitte Building, Maerua Mall Complex
(PO Box 196, Windhoek, Namibia) Jan Jonker Road
Telephone: +264 (61) 378 900 Windhoek, Namibia
Facsimile: +264 (61) 378 901 (PO Box 47, Windhoek, Namibia)
Telephone: +264 (61) 285 5000
Commercial bankers Facsimile: +264 (61) 285 5050
Standard Bank Namibia Limited
Registration number: 78/01799 WebsiteStandard Bank Centre, Post Street Mall www.bidvestnamibia.com.na
Windhoek, Namibia Email: [email protected]
(PO Box 3327, Windhoek, Namibia) [email protected]
Telephone: +264 (61) 294 9111
Facsimile: +264 (61) 294 2555
Transfer secretaries
Transfer Secretaries (Proprietary) Limited
Registration number: 93/713 Ethics line4 Robert Mugabe Avenue, Windhoek Free call: 0800 28 68 82
Windhoek, Namibia Cellular free call: 081 91 847
(PO Box 2401, Windhoek, Namibia) Email: [email protected]
Telephone: +264 (61) 227 647
Facsimile: +264 (61) 248 531