Page 179 - Profile's Stock Exchange Handbook - 2025 Issue 4
P. 179

Summary of Audited Results
         for the year ended 30 June 2025 and cash dividend declaration
      Introduction
         he positive momentum seen in the first half of this financial year in the execution against Remgro’s stated    Registration number 1968/006415/06
         strategic objective of disciplined capital allocation and active partnership to drive performance, was sustained     ISIN ZAE000026480
      Tin the second half. This is evidenced by continued improvements in earnings contributions across the portfolio,   JSE and A2X Share code REM
      with more than 80% of Remgro’s portfolio achieving growth in headline earnings in this reporting period.
      Remgro is pleased with the progress that has been achieved against its strategic priorities and believes that a more
      focused investment thesis is starting to emerge from these results. It has now been five years since Remgro set out on   Salient features
      a path to simplify, optimise, and focus its portfolio. This strategy has been executed on with determination, and the
      results of this execution are starting to reflect in the improved performance seen in this year; with a portfolio that is
      more streamlined, has greater scarcity, is robustly capitalised, and better positioned for growth.
      Focus will remain on driving returns through disciplined execution from its portfolio of quality assets and continuing the   Headline earnings per share
      path of sharpening and simplifying the Remgro portfolio as well as in seeking out capital allocation opportunities that
      will create sustainable returns for its shareholders.             R14.09
      Results                                                             (up by 38.4%)
      For the year under review, headline earnings increased by 38.6% from R5 647 million to R7 827 million, while headline
      earnings per share (HEPS) increased by 38.4% from R10.18 to R14.09. The earnings growth momentum experienced
      in the first half of the year under review continued during the second half, culminating in the 39% increase in headline   Ordinary dividend per share
      earnings. The increase in headline earnings can be summarised as follows:  344 cents
      •  Improved operational performances from the majority of the investee companies, of which the most significant are:
           –  increased contributions from Mediclinic Group Limited (Mediclinic) (excluding the Mediclinic acquisition costs and an   (up by 30.3%)
          increase in a redemption liability in the comparative year – refer below) (+R362 million), OUTsurance Group Limited
          (+R318 million), Rainbow Chicken Limited (+R324 million) and RCL Foods Limited (RCL Foods) (+R264 million), due to
          improved operational performances;                         Special dividend per share
           –  Heineken Beverages Holdings Limited (Heineken Beverages) (excluding the Heineken IFRS 3 impact – refer below)
          returning to profitability, driven by volume growth and margin recovery (+R406 million);   200 cents
           –  partly offset by lower contributions from TotalEnergies Marketing South Africa Proprietary Limited (-R359 million),
          mainly due to higher negative stock revaluations, and lower dividends from Momentum Group Limited (-R160 million)
          following its disposal.
      •  Lower finance costs due to the redemption of the preference shares (+R403 million).  Earnings per share
      •  For the year under review, the negative impact of significant corporate actions, which were implemented
        during previous financial years, amounted to R140 million (2024: R766 million). These include the following:  R5.95
           –  Remgro’s portion of the IFRS 3 amortisation and depreciation charges amounting to R140 million (2024: R257 million)
          relating to the additional assets identified when Heineken Beverages obtained control over Distell Group Holdings   (up by 165.6%)
          Limited (Distell) and Namibia Breweries Limited (the Distell/Heineken transaction) (Heineken IFRS 3 impact);
           –  Remgro’s portion of an increase in a redemption liability amounting to R344 million in the comparative year,
          relating to Mediclinic’s acquisition of Hirslanden La Colline Grangettes SA; and  Share certificates may not be dematerialised or
           –  Remgro’s portion of transaction costs amounting to R165 million in the comparative year, which were incurred in respect   rematerialised between Wednesday, 22 October 2025
          of the acquisition, through Remgro’s 50% interest in Manta Bidco Limited, which is jointly owned by Remgro and MSC   and  Friday,  24 October 2025, both days inclusive. The
          Mediterranean Shipping Company SA, of the entire issued ordinary share capital of Mediclinic (the Mediclinic acquisition).  special dividend is subject to South African Reserve Bank
      Total earnings amounted to R3 303 million (2024: R1 241 million). This increase in earnings is mainly due to the increase in   approval.  Shareholders will  be notified accordingly by
                                                                the finalisation date.
      headline earnings discussed above (R2 180 million), the impairment of Remgro’s investment in Heineken Beverages in the
      comparative year (R4 257 million) and Remgro’s portion of the impairment of Heineken Beverages’ goodwill that was created   In terms of the Company’s Memorandum of Incorporation,
      through the Distell/Heineken transaction in the comparative year (R1 050 million). The increase was partially offset by Remgro’s   dividends  will  only  be  transferred  electronically  to  the
      portion of the impairment of Mediclinic’s assets in Switzerland (R3 436 million), the impairment of Remgro’s investment in   bank accounts of shareholders. In the instance where
      eMedia Investments Proprietary Limited (R502 million) and Remgro’s portion of the impairment of Capevin Holdings   shareholders do not provide the Transfer Secretaries with
      Proprietary Limited’s (Capevin) goodwill, as well as the profit realised in the comparative year relating to the disposal of the   their banking details, the dividend will not be forfeited but
      investment in DC Foods Proprietary Limited, Remgro’s portion of the profit realised by RCL Foods on the disposal of its Vector   will be marked as “unclaimed” in the share register until
      Logistics business and Remgro’s portion of the profit realised by Capevin on the termination of the Gordon’s Gin agreement.  the shareholder provides the Transfer Secretaries with the
      The headline earnings growth momentum resulted in strong cash earnings generation at the centre (Remgro head   relevant banking details for payout.
      office), mainly due to higher dividends received from investee companies, as well as lower finance cost.  Directors’ statement
      Intrinsic net asset value                                 This short-form announcement is the responsibility of the
      Remgro’s intrinsic net asset value per share increased by 16.5% from R251.01 at 30 June 2024 to R292.34 at 30 June 2025.   Board of Directors of Remgro.
      The closing share price at 30 June 2025 was R158.20 (2024: R136.09), representing a discount of 45.9% (2024: 45.8%)     Consolidated Annual Financial Statements
      to the intrinsic net asset value.                         (AFS) and summary consolidated results
      Declaration of cash dividend no. 50                       The  financial  information  in  this  short-form
      Notice is hereby given that a final gross dividend of 248 cents (2024: 184 cents) per share has been declared out of   announcement is a summary only and does not contain
      income reserves in respect of both the ordinary shares of no par value and the unlisted B ordinary shares of no par   full details of the consolidated annual financial results.
      value, for the year ended 30 June 2025.                   Accordingly, any investment decisions should be
      The total gross dividend per share, excluding the special dividend, for the year ended 30 June 2025 therefore amounts to   based on information contained in the consolidated
      344 cents, compared to 264 cents for the year ended 30 June 2024.  AFS and the summary consolidated results, which have
                                                                been released on SENS.
      Declaration of special dividend
      Notice is hereby given that a special dividend of 200 cents per share has been declared out of income reserves in respect of   The  consolidated AFS  and  the summary  consolidated
                                                                results were audited by Ernst & Young Inc., who issued
      both the ordinary shares of no par value and the unlisted B ordinary shares of no par value, for the year ended 30 June 2025.  unmodified audit opinions thereon. The consolidated
      The Board is satisfied that the Company is solvent and liquid, thus confirming that the Company has sufficient capital   AFS and the summary consolidated results, which include
      and reserves after the payment of the final and special dividend, to support its operations for the foreseeable future.  the respective auditor’s reports, are available on the
      These dividends will be subject to dividend withholding tax of 20%, resulting in a net dividend of 198.40 cents per share in   Company’s website at www.remgro.com.
      respect of the ordinary dividend and 160 cents per share in respect of the special dividend, unless the shareholder concerned is   Integrated Annual Report
      exempt from paying dividend withholding tax or is entitled to a reduced rate in terms of an applicable double-tax agreement.  The Integrated Annual Report will be mailed to those
      The issued share capital at the declaration date is 529 217 007 ordinary shares and 39 056 987 B ordinary shares. The   shareholders who requested to receive a hard copy and
      income tax number of the Company is 9500-124-71-5.        will be available on the website during October 2025.
       Dates of importance                                      Signed on behalf of the Board of Directors.
       Finalisation date for the special dividend, by 11h00  Tuesday, 14 October 2025
       Last day to trade in order to participate in the final and special dividend  Tuesday, 21 October 2025  Johann Rupert    Jannie Durand
       Shares trade ex the final and special dividend  Wednesday, 22 October 2025  Chairman   Chief Executive Officer
       Record date                               Friday, 24 October 2025  Stellenbosch
       Payment date                             Monday, 27 October 2025  Approved by the Board: 22 September 2025
                                                                SENS release date: 23 September 2025
        Directorate                 Corporate information
        Non-executive directors      Secretary                  Transfer Secretaries
        Johann Rupert (Chairman), S E N De Bruyn* (Deputy   L J Joubert  Computershare Investor Services Proprietary Limited,
        Chairman), J Malherbe, P J Moleketi*, M Morobe*,    Listings  Rosebank Towers, 15 Biermann Avenue, Rosebank 2196
        P J Neethling, G G Nieuwoudt*, K S Rantloane*, A E Rupert  Primary listing – JSE Limited  (Private Bag X9000, Saxonwold 2132)
        (* Independent)              Sector: Financials – Financial Services – Investment Banking    Auditors
        Messrs F Robertson and N P Mageza retired as independent   and Brokerage Services – Diversified Financial Services  Ernst & Young Inc.
        non-executive directors with effect from 30 June 2025.  Secondary listing – A2X  Cape Town, South Africa
        Executive directors          Business address and registered office  Sponsor
        J J Durand (Chief Executive Officer), M Lubbe, N J Williams,   Millennia Park, 16 Stellentia Avenue, Stellenbosch 7600    Rand Merchant Bank (A division of FirstRand Bank Limited)
        C P F Vosloo (Alternate to J J Durand)  (PO Box 456, Stellenbosch 7599)
                                         For more information
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                                       www remgro com
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