11. | SHARE CAPITAL (Rmillion) | Consolidated | Company | ||
2007 | 2006 | 2007 | 2006 | ||
Authorised: | |||||
150 000 000 ordinary shares of R1,00 each | 150 | 150 | 150 | 150 | |
30 000 000 A preferred ordinary shares of R1,00 each | 30 | 30 | |||
6 000 000 B1 ordinary shares of R1,00 each | 6 | 6 | |||
10 500 000 B2 ordinary shares of R1,00 each | 11 | 11 | |||
3 200 000 B3 ordinary shares of R1,00 each | 3 | 3 | |||
10 redeemable preference shares of R1,00 each | |||||
200 | 150 | 200 | 150 | ||
Issued and fully paid: | |||||
103 005 455 (2006 - 106 591 252) ordinary shares of R1,00 each | 103 | 107 | 103 | 107 | |
25 104 976 (2006 - nil) A preferred ordinary shares of R1,00 each | 25 | 25 | |||
5 422 829 (2006 - nil) B1 ordinary shares of R1,00 each | 6 | 6 | |||
3 296 657 (2006 - nil) B2 ordinary shares of R1,00 each | 3 | 3 | |||
1 021 422 (2006 - nil) B3 ordinary shares of R1,00 each | 1 | 1 | |||
138 | 107 | 138 | 107 | ||
Under control of the directors:
- for the purposes of the employee share option schemes 8 824 919 shares (2006 - 7 717 315 shares).
Details of the employee share incentive schemes are set out in notes 33 and 34. As a result of the unbundling of Hulamin, the options granted to employees in terms of the original employee share option schemes which had not been exercised at the unbundling date were converted into two components, a Tongaat Hulett Limited component and a Hulamin Limited component. The obligation to settle these share schemes is in accordance with the following principles, which are in accordance with the Unbundling Agreement and in terms of the scheme rules. Tongaat Hulett is obliged to settle all benefits under these share schemes for its own employees only, using Tongaat Hulett shares. It will settle the outstanding share scheme instruments that arise after the award adjustments for its own employees, by purchasing Tongaat Hulett shares in the market, or issuing Tongaat Hulett shares. The benefit for the Hulamin component will be determined with reference to the Hulamin share price, and the Tongaat Hulett component with respect to the Tongaat Hulett share price, however, benefits arising from the Hulamin component will be settled using Tongaat Hulett shares. At 31 December 2007 employees have an option to subscribe for 1 315 150 shares at an average price of R31,98 per share in respect of the Tongaat Hulett component and the equivalent of approximately 161 000 shares in respect of the Hulamin component (2006 - 2 941 810 shares at R41,23 per share in The Tongaat-Hulett Group Limited). The original share option schemes were replaced in 2005 with a new share incentive scheme comprising the Share Appreciation Right Scheme 2005, the Long Term Incentive Plan 2005 and the Deferred Bonus Plan 2005.
The primary intention of these new schemes is to settle awards through acquiring shares in the market and delivering them to the employee and consequently no dilution of equity is expected.
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15. | NON-RECOURSE EQUITY-SETTLED BEE BORROWINGS (Rmillion) | Consolidated | |||
2007 | 2006 | ||||
The non-recourse equity-settled BEE borrowings comprise: | |||||
Effective | |||||
interest | |||||
rate (%) | |||||
4 122 000 Class A redeemable preference shares | 8,486 nacs | 412 | |||
4 122 000 Class B redeemable preference shares | 10,873 nacs | 413 | |||
Accrued dividends | 40 | ||||
865 | - | ||||
Less: BEE cash resources | 53 | ||||
812 | - | ||||
These borrowings relate to Tongaat Hulett's black economic empowerment partners, yoMoba SPV (Pty) Limited and Infrastructure SPV (Pty) Limited, which have been fully consolidated in terms of IFRS. yoMoba SPV (Pty) Limited owns 11 157 767 A preferred ordinary shares and Infrastructure SPV (Pty) Limited owns 13 947 209 A preferred ordinary shares in Tongaat Hulett. The preference shares are redeemable by no later than 30 June 2014 and have a fixed coupon payable semi-annually on 2 January and 1 July each year. The total debt due will be settled by the SPV's utilising preferred ordinary dividends received from Tongaat Hulett and by the shares that they hold in Tongaat Hulett and will have no further impact on the cash flows of Tongaat Hulett. These SPV's will continue to be consolidated while Tongaat Hulett carries a residual risk in these entities. |
16. | PROVISIONS (Rmillion) | Consolidated | Company | ||
2007 | 2006 | 2007 | 2006 | ||
Post-retirement medical aid obligations (note 31) | 209 | 241 | 209 | 198 | |
Retirement gratuity obligations (note 31) | 51 | 55 | 51 | 48 | |
Other | 1 | 1 | 1 | 1 | |
261 | 297 | 261 | 247 | ||
17. | TRADE AND OTHER PAYABLES (Rmillion) | Consolidated | Company | ||
2007 | 2006 | 2007 | 2006 | ||
Accounts payable | 1 331 | 1 258 | 473 | 420 | |
Maize obligation - interest bearing | 163 | 130 | 163 | 130 | |
1 494 | 1 388 | 636 | 550 | ||
The directors consider that the carrying amount of trade and other payables approximates their fair value. | |||||
18. | OPERATING PROFIT (Rmillion) | Consolidated | Company | ||
2007 | 2006 | 2007 | 2006 | ||
Restated | |||||
Revenue | 6 395 | 5 110 | 4 762 | 4 194 | |
Cost of sales | (5 072) | (3 992) | (4 063) | (3 481) | |
Administration expenses | (589) | (483) | (419) | (359) | |
Marketing and selling expenses | (159) | (108) | (122) | (95) | |
Other income | 263 | 199 | 357 | 229 | |
Profit from Tongaat Hulett operations | 838 | 726 | 515 | 488 | |
Capital profit from land (refer to note 19) | 48 | 26 | 1 | 290 | |
BEE IFRS 2 charge and transaction costs | (383) | (379) | |||
Exchange rate translation (loss)/gain | (1) | 57 | |||
Fair value adjustment of investment in Hulamin | 3 348 | 3 348 | |||
Operating profit after corporate transactions | 3 850 | 809 | 3 485 | 778 | |
Disclosable items included in operating profit: | |||||
Dividends received from subsidiaries: | |||||
Triangle Sugar | 53 | 61 | 53 | ||
Other subsidiaries | 247 | ||||
Income from unlisted investments | 3 | ||||
(Loss)/surplus on disposal of plant and equipment | 1 | (1) | |||
Amortisation of intangible assets | 1 | ||||
Depreciation charged: | |||||
Buildings | 9 | 7 | 5 | 5 | |
Plant and equipment | 182 | 158 | 171 | 157 | |
Vehicles and other | 31 | 21 | 16 | 14 | |
Management fees paid to subsidiaries | 1 | 1 | |||
Management fees paid to third parties | 4 | 5 | |||
Technical fees paid | 16 | 12 | 16 | 12 | |
Operating lease charges (property, plant and vehicles) | 11 | 10 | 9 | 9 | |
Share-based payments: | |||||
IFRS 2 charge on share options, SARS, LTIP and DBP | 42 | 20 | 39 | 20 | |
BEE IFRS 2 charge | 333 | 332 | |||
Auditors' remuneration: | |||||
Fees | 5 | 5 | 3 | 3 | |
Other services | 1 | 1 | 1 | ||
Net (losses)/gains on: | |||||
Loans and receivables designated at fair value through profit or loss | (6) | (4) | |||
Fair value hedges, losses on the hedging instrument | (17) | (103) | (17) | (103) | |
Fair value hedges, gains on the hedged item | 17 | 103 | 17 | 103 | |
Valuation adjustments on financial instruments and other items: | |||||
Foreign currency gains/(losses): | |||||
Translation of foreign cash holdings | (1) | 57 | |||
Other | 32 | (3) | |||
Other financial instruments | 2 | 1 | |||
19. | CAPITAL PROFIT FROM LAND (Rmillion) | Consolidated | Company | ||
2007 | 2006 | 2007 | 2006 | ||
Comprises: | |||||
Surplus on sale of property | 48 | 27 | 1 | 291 | |
Estate closure costs | (1) | (1) | |||
Capital profit before tax | 48 | 26 | 1 | 290 | |
Tax (refer note 21) | (6) | (6) | |||
Capital profit after tax | 48 | 20 | 1 | 284 | |
20. | NET FINANCING (COSTS)/INCOME (Rmillion) | Consolidated | Company | ||
2007 | 2006 | 2007 | 2006 | ||
Restated | |||||
Net financing costs comprise: | |||||
Interest paid - external | (208) | (38) | (139) | (67) | |
Interest capitalised | 15 | ||||
Interest paid - subsidiaries | (12) | (6) | |||
Financing costs | (193) | (38) | (151) | (73) | |
Financial instrument income | 104 | 104 | |||
Interest received - external | 74 | 22 | 49 | 4 | |
Finance income | 74 | 126 | 49 | 108 | |
Net financing (costs)/income | (119) | 88 | (102) | 35 | |