DIRECTORS' STATUTORY REPORT
DIRECTORS’ STATUTORY REPORT
The directors have pleasure in submitting the annual financial statements for the year ended 31 March 2012.
NATURE OF BUSINESS
Tongaat Hulett is an agri-processing business that includes the integrated components of land management, property development and agriculture. The activities are dealt with in detail in this integrated annual report.
FINANCIAL RESULTS
The net profit attributable to shareholders for the year ended 31 March 2012 amounted to R889 million (2011:
R833 million). This translates into a headline earnings per share of 838,9 cents (2011: 760,5 cents) based on the weighted average number of shares in issue during the year.
DIVIDENDS
An interim cash dividend number 168 of 120 cents per share was paid on 26 January 2012 and a final gross cash dividend number 169 of 170 cents per share has been declared and is payable on 19 July 2012 to shareholders registered at the close of business on 13 July 2012.
The salient dates of the declaration and payment of this final dividend are as follows:
| Last date to trade ordinary shares “CUM” dividend | Friday | 6 July 2012 |
| Ordinary shares trade “EX” dividend | Monday | 9 July 2012 |
| Record date | Friday | 13 July 2012 |
| Payment date | Thursday | 19 July 2012 |
Share certificates may not be dematerialised or re-materialised, nor may transfers between registers take place between Monday 9 July 2012 and Friday 13 July 2012, both days inclusive.
The dividend is declared in the currency of the Republic of South Africa. Dividends paid by United Kingdom transfer secretaries will be paid in British currency at the rate of exchange ruling at the close of business on Friday 6 July 2012.
The dividend has been declared from income reserves. There are no STC credits available for utilisation. A net dividend of 144,5 cents per share will apply to shareholders liable for the local 15% dividend withholding tax and 170 cents per share for shareholders exempt from paying the new dividend tax. The issued ordinary share capital as at 24 May 2012 is 105 143 181 shares.
SHARE CAPITAL
There was no change in the authorised capital of the company.
During the period, 129 000 shares were allotted (there were no shares allotted to directors) in respect of options exercised in terms of the company’s employee share incentive schemes for a total consideration of R4 million. This is in accordance with previous shareholder authority in relation to these schemes. Details of the unissued ordinary shares and the company’s share incentive schemes are set out in notes 11, 34 and 35.
At the previous AGM, a general authority was granted by shareholders for the company to acquire its own shares in terms of the Companies Act. The directors consider that it will be advantageous for the company were this general authority to continue. Such authority will be used if the directors consider that it is in the best interests of the company and shareholders to e ect any such acquisitions having regard to prevailing circumstances and the cash resources of the company at the relevant time. Shareholders will be asked to consider a special resolution to this e ect at the forthcoming AGM meeting with the proviso that the number of ordinary shares acquired in any one financial year may not exceed five percent of the ordinary shares in issue at the date on which this resolution is passed.
In compliance with the Listings Requirements of the JSE Limited (“JSE”), the acquisition of shares or debentures (“securities”) pursuant to a general authority may only be made by a company subject to such acquisitions:
- being effected through the order book operated by the JSE trading system;
- being authorised thereto by the company’s articles of association;
- being authorised by the shareholders of the company in terms of a special resolution of the company in general meeting which will be valid only until the next AGM of the company; provided that such authority will not extend beyond 15 months from the date of the resolution;
- not being made at a price greater than ten percent above the weighted average of the market value for the securities for the five business days immediately preceding the date on which the transaction is effected. The JSE should be consulted for a ruling if the company’s securities have not traded in such five business day period.
Further, in terms of the listings requirements of the JSE, the directors consider that in their opinion, taking into account the effect of the maximum acquisition by the company of shares issued by it as referred to above:
- the company and its subsidiaries (together “the group”) will be able, in the ordinary course of business, to pay its debts for a period of 12 months from 24 May 2012;
- the assets of the company and of the group will be in excess of the liabilities of the company and the group for a period of 12 months from 24 May 2012. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the company’s latest audited group annual financial statements;
- the ordinary capital and reserves of the company and the group will be sufficient for the company’s and the group’s present requirements for 12 months from 24 May 2012;
- the working capital of the company and the group for a period of 12 months from 24 May 2012 will be adequate for the company’s and the group’s requirements.
SUBSIDIARY COMPANIES AND JOINT VENTURES
The principal subsidiaries and joint ventures of the
company are reflected in note 26.
The attributable interest of the company in the results of its consolidated subsidiaries and joint ventures for the year ended 31 March 2012 is as follows:
| 2012 | 2011 | |
| In the aggregate amount: | ||
| Net profit (Rmillion) | 877 | 670 |
| Net losses (Rmillion) | 23 | 29 |
DIRECTORATE
During the period, R H J Stevens retired from the Board at
the AGM in July 2011 and S G Pretorius was appointed to
the Board in August 2011. The composition of the Board,
at 31 March 2012, is as follows: J B Magwaza (Chairman),
P H Staude (CEO), B G Dunlop, F Jakoet, J John, R P Kupara,
A A Maleiane, M Mia, T N Mgoduso, N Mjoli-Mncube,
M H Munro, S G Pretorius, C B Sibisi .
Directors retiring by rotation at the AGM in accordance with article 61 of the memorandum of incorporation are T Mgoduso and B Sibisi. These directors are eligible and offer themselves for re-election. M Mia will retire by rotation and will not seek re-election. S G Pretorius was appointed during the course of the period to 31 March 2012 and is required to retire and be elected at the AGM in accordance with article 59 of the memorandum of incorporation. The director is eligible and offers himself for election. JB Magwaza reaches retirement age this year. The company wishes to retain his services for a further period of up to two years. Accordingly, he will retire in accordance with article 61 of the memorandum of incorporation and will seek re-election for a period as determined by shareholders. Details of each of these retiring directors are set out here.
DIRECTORS’ SHAREHOLDINGS
At 31 March 2012, the present directors of the company beneficially held a total of 320 520 ordinary shares equivalent to 0,30 percent in the ordinary listed share capital of the company (2011: 277 161 shares equivalent to 0,26 percent). Details of the directors’ shareholdings and interests in the share incentive schemes are provided in notes 33 and 34. There has been no change in these holdings between 31 March and 24 May 2012.
AUDIT AND COMPLIANCE COMMITTEE
The Audit and Compliance committee has considered the provisions of the Companies Act 2008 and has
taken the necessary steps to ensure compliance. The committee confirms that during the period under review it carried out its functions responsibly and in accordance with its terms of reference as detailed in its Report contained in the Corporate Governance section of this integrated annual report
here. In addition, the committee is satisfied that the designated auditors of the company are independent of the company.
POST BALANCE SHEET EVENTS
There were no material events between the balance sheet date and the date of this report.
