namibia · carapau fishing 25% comet investments capital 100% pesca fresca lda 49% namibian sea...

NamibiaAnnual Integrated Report 2016

NamibiaFreight and Logistics

NamibiaFishing Industries

NamibiaCommercial and Industrial Services and Products

NamibiaAutomotive

Namibia

Bid

vest Nam

ibia A

nnual Integrated

Rep

ort 2016

Food 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 62Declaration by company secretary 62Independent auditor’s report 63Directors’ report 64 – 68Accounting policies 69 – 77Statements of financial position 78Statements of profit or loss and other comprehensive income 79Statements of changes in equity 80 – 81Statements of cash flows 82Notes to the financial statements 83 – 115

PERFORMANCE OVERVIEW

Chairman’s review 10 – 11Chief executive’s review 12 – 15Corporate governance report 18 – 19Risk Committee report 20 – 21Audit Committee report 22 – 23Remuneration Committee report 24 – 27Sustainability report 28 – 33Operational reviews 34 – 51Financial director’s review 54 – 56Value added statement 57Eight-year review 58 – 59Segmental reporting 60 – 61

GROUP OVERVIEW

Who we are 1Abridged Group structure 4 – 5Operational highlights 6 – 7Directorate 8 – 9

Shareholders’ diary 116Administration IbC

For access on your mobile to the Bidvest Namibia website, scan the barcode above.

Bidvest Namibia Limited Annual Integrated Report 2016

1

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


2

GROUP OVERVIEW

INVESTPandula Trust

The 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.


3

Bidvest Namibia Limited abridged Group structure

We remain alert for acquisition opportunities to

reinforce our commercial activities

BIDVEST NAMIBIA LIMITED

bIDVEST NAMIbIA INFORMATIONTECHNOLOGY

100%

UNITED FISHINGENTERPRISES 100%

ATLANTIC HARVESTERSOF NAMIBIA 100%

NAMIBIA BUREAUDE CHANGE

49%

bIDVEST NAMIbIAFISHERIES 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


4

GROUP OVERVIEW

Decentralisation is a key philosophy

BIDVEST NAMIBIA LIMITED

bIDVEST NAMIbIAMANAGEMENT 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 NAMIbIAPROPERTY HOLDINGS

100%


5

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)

Ü

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)

Ü -43,0%Attributable profits(N$’million)

8070605040302010

009 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)

Ü


6

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)

Ü

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)

Ü

700

600

500

400

300

200

100

009 10 11 12 13 14 15 16

-43,0%Attributable profits(N$’million)

42,8%Operating profit(N$’million)

Ü

700

600

500

400

300

200

100

009 10 11 12 13 14 15 16

27,0%Cash generated by operations(N$’million)

Ü

1 500

1 250

1 000

750

500

250

009 10 11 12 13 14 15 16

Share price(N$’million)

Ü4,5%4 0003 5003 0002 5002 0001 5001 000

5000

09 10 11 12 13 14 15 16

Revenue (N$’million)

Ü9,2%


7

CHIEF EXECUTIVE OFFICER

EXECUTIVES

NON-EXECUTIVE CHAIRMAN

Directorate

Sebulon Inotila Kankondi 50Qualification: 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 57Managing 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 39Financial director

Qualification: CA(Nam), B Accounting (Hons) (Stellenbosch)


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 61Qualification: 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.


8

GROUP OVERVIEW

NON-EXECUTIVE DIRECTORS

Martina Mokgatle-Aukhumes 47Appointed: 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 73Qualification: 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 48Qualification: BCom (Wits), Masters in Public Policy and Administration


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 67Qualification: CA(Nam)/(SA) MBA (Stellenbosch) Post-Graduate Diploma: Compliance and Board Governance (UJ)


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 68Qualification: 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.


9

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


10


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


11

Chief executive’s review

“At Bidvest Namibia, we strive to deliver results in line with our core values.” Sebulon Kankondi, chief executive officer

OverviewOur 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


12


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 reviewThough 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 performanceRevenue 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 serviceThough 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.

DiversificationAnother 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.


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 credentialsA 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 alignmentAlignment 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 successIncubating 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.


14


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 developmentTraining 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.

AppreciationThough 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 aheadResults 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


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”


16


INVESTLady 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.


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.


18


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 ArnoldResigned 1/7/2016 ✓ ✓ ✓ ✓ ✓

David E Cleasby*Resigned 17/6/2016 ✓ ✓ ✓ X XJerome D Davis* Appointed 1/12/2015 – – – ✓ ✓

Birgit Eimbeck*Resigned 25/11/2015 ✓ ✓ R R RBrian Joffe*Resigned 25/11/2015 X X R R RSebulon 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 RaposoAppointed 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.


19

Risk committeeThe 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 ✓ ✓ ✓ ✓


Group risk management processRisk 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 businessesThe 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 riskThe 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


20


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 identifiedIn 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.


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 CleasbyResigned 17/6/2016 ✓ ✓ X X

Martin K Shipanga ✓ ✓ ✓ ✓


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.

PurposeThe 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 outThe committee has performed its duties and

responsibilities during the financial year according

to its charter.

Financial statementsThe 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 auditThe 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 auditorsThe 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 auditThe 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;


22


– 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 requirementsThe 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 assuranceThe 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 functionThe 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 statementsFollowing 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


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 marketThe 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 serviceThe 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.


24


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 plansBidvest Namibia Share Incentive SchemeAt the 2012 AGM, shareholders approved a share

option scheme.

Bidvest Namibia Long-term Incentive Plans and dilutionIn 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 directorsTerms of serviceNon-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.

FeesGroup policy is to pay competitive fees for the role

while recognising the required time commitment.

The fees comprise an attendance fee for scheduled


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 contractsAll 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.

IMPLEMENTATION1. Guaranteed pay – base pay and benefitsGuaranteed pay increases for 2016/2017In 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 2016Short-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 benefitsN$’000

Bonusesaccrued leave

paidN$’000

Totalemoluments

N$’000

S Kankondi 2 748 319 3 067T 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 321T 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 incentivesDisclosure of the value of long-term incentivesThe 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 SchemeDetails 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 10,74T Weitz 125 000 10,74 – – – 125 000 10.74


26


5. Non-executive remunerationNon-executive directors’ fees paidThe 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

2016Directors’

feesR’000

2015

TotalR’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 annumPer

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


27

Sustainability at Bidvest Namibia

Governance of sustainabilitySustainability 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.

StakeholdersOur 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.

EnvironmentAll 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 resourcesBidfish 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


28


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 fleetThe 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.


29

Sustainability at Bidvest Namibia – continued

Other environmental factorsWaste managementGroup 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 consumptionThe 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

FuelThe 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 safetyOur 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


30


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 peopleBidvest 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 equityBidvest 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 relationsThe 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.


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.

HealthNo 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.

SafetyIn 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 NamibiansOur 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 retentionRetention 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 investmentCSI 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


32


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 initiativesContributions 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.


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 pressuresThe 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)

Ü27,7%

600

500

400

300

200

100

010 11 12 13 14 15 16

Trading profit(N$’million)

Ü41,8%Jan ArnoldManaging director of bidvest Namibia Fisheries Holdings

Age: 57Qualification: BCom (Accounting) (Pretoria)Appointed: January 17 2007Resigned: July 1 2016Board 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


34


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 efficienciesOperational 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.

PartnershipsSome 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

■ Purchased

■ Own allocation ■ Total quota available to Bid�sh■ Total 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.


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.

PilchardsIn 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.

GlenryckThe 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.

SardinellaPesca 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.

OystersExperimentation 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.

TrainingBidfish 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 acquisitionIn 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.

DiversificationPressure 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


36


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.

FutureTrading 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.


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 growthPartnerships 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)

Ü

30

25

20

15

10

5

010 11 12 13 14 15 16


Ü19,3%

Werner SchuckmannManaging director: Commercial and Industrial Services and Products

Age: 50Qualification: 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


38


WaltonsPleasing 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.

KolokThe 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


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.

MinolcoThe 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 TravelTeams 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 NurseThe 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.

SteinerThe 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.

VoltexThe 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 forwardPressure 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.


40


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 pressuresThe 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


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 assuredDespite 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 analysisSales 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.

InnovationCapital 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.

RecognitionThe 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 opportunityIn 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.

EnvironmentThe 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.

PeopleTraditionally, 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


42


FutureThe 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.


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: 56Qualification: 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 35030025020015010050

010 11 12 13 14 15 16


Ü

50454035302520151050

10 11 12 13 14 15 16


Ü66,9%

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


44


TradingFr

e ight & Logistic

s

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


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.


46


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: 48Qualification: 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


Ü

50

40

30

20

10

010 11 12 13 14 15 16


Ü

104,6%

Acquired T&C in November 2011


47

TurnaroundStrategically, 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 focusOperations 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 scaleThe 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

Windhoek

Rehoboth

Keetmanshoop

Karasburg

Lüderitz

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 CaterplusThe 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.

ChickenA 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 peopleThe efficiency drive focused on the streamlining of

processes rather than staff cutbacks and our

overall staff complement eased higher.


48


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 issuesOur 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 aheadTrading 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.


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: 53Qualification: 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.


50


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.


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.


52


INVESTThe Governors’ Regional Development Programme

NCT 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”.


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

OverviewBidvest 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


54


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.

AcquisitionsBidvest 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 positionBidvest 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 risksOur 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.


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.

SustainabilityBidvest 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.

FutureThe 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


56


Value added statement

Note2016

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 statement1. 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 governmentsCurrent 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 governmentValue 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)


57

Eight-year review

2016 2015 2014 2013 2012 2011 2010 2009

Extract from financial statements N$’000Revenue 3 858 596 3 534 769 3 703 495 3 294 235 2 730 667 1 918 804 1 608 101 1 387 590

Trading profit 294 887 409 655 501 313 601 497 646 616 544 922 368 869 284 496

Net finance income 17 133 27 111 16 298 15 690 17 606 6 085 1 253 3 402

Attributable profit 235 114 412 466 343 742 426 505 460 880 384 079 229 680 183 344

Shareholders’ interest 2 303 911 2 278 030 2 065 162 1 959 047 1 711 976 1 401 728 1 156 007 655 795

Total assets 3 160 024 3 024 579 2 764 518 2 778 557 2 468 625 1 940 353 1 724 735 1 073 018

Funds employed** 1 485 273 1 436 838 1 372 372 1 199 271 1 038 630 680 991 564 526 414 208

Cash generated by operations 388 187 531 746 413 761 585 583 625 123 545 332 431 704 240 378

Wealth created by trading operations* 1 040 544 1 215 976 1 158 871 1 204 599 1 203 998 – – –

Employee benefits and remuneration 595 728 577 896 550 960 483 638 435 779 365 669 315 896 263 301

Share statisticsHeadline earning per share (cents) 86,9 103,2 116,0 129,5 140,3 120,0 87,4 79,0

Ordinary distribution per share (cents) 38,0 56,0 63,0 69,0 63,0 54,0 36,0 15,0

Distribution cover (times) 3 3 3 3 3 3 3 7

Distribution yield (%) 4 5 5 6 6 7 5 not listed yet

Earnings yield (%) 8 12 9 10 13 16 12 not listed yet

Net tangible asset value per share (cents) 734 769 688 638 578 500 410 240

Share price (cents)

highly 10,51 13,28 12,73 12,71 10,71 8,20 7,20 not listed yet

low 10,45 10,99 12,50 10,71 8,02 7,20 6,99 not listed yet

closing (June 30) 10,50 10,99 12,73 12,51 10,71 8,02 7,20 not listed yet

Market capitalisation (N$’million) 2 225 507 2 329 363,47 2 698 162 2 651 532 2 270 017 1 659 763 1 490 062 not listed yet

Volumes traded (’000) 8 559 2 261 1 304 4 340 2 935 1 846 1 561 not listed yet

Volumes traded as % of weighted number of shares 4 1 1 2 1 1 1 not listed yet

Ratios and statisticsReturn on total shareholders’ interest (%) 13 18 24 31 38 39 32 43

Return on average funds employed (%) 20 29 39 54 75 88 75 69

Trading profit margin (%) 8 12 14 18 24 28 23 21

Interest cover 14 15 21 27 26 63 183 54

Current asset ratio 2,8 3,6 3,8 3,0 3,0 3,2 2,5 1,8

Quick asset ratio 2,1 2,8 2,9 2,4 2,4 2,7 2,0 1,3

Number of employees 2 738 3 305 3 239 3 203 3 110 2 690 2 568 1 998

Revenue per employee (N$’000) 1 409 1 070 1 143 1 028 878 713 626 694

Value added per employee (N$’000) 380 368 358 376 387 – – –

Number of shares in issue (’000) 211 953 211 953 211 953 211 953 211 953 206 953 206 953 163 303

Number of weighted shares in issue (’000) 211 953 211 953 211 953 211 953 209 862 206 953 192 363 163 303

Exchange rate comparisonsRand/US dollar

Closing rate 14,77 12,12 10,70 10,24 8,33 6,75 7,62 8,27

Average rate 14,39 11,41 10,32 8,86 7,77 6,98 7,61 9,28

* 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).


58


2016 2015 2014 2013 2012 2011 2010 2009

Extract from financial statements N$’000Revenue 3 858 596 3 534 769 3 703 495 3 294 235 2 730 667 1 918 804 1 608 101 1 387 590

Trading profit 294 887 409 655 501 313 601 497 646 616 544 922 368 869 284 496

Net finance income 17 133 27 111 16 298 15 690 17 606 6 085 1 253 3 402

Attributable profit 235 114 412 466 343 742 426 505 460 880 384 079 229 680 183 344

Shareholders’ interest 2 303 911 2 278 030 2 065 162 1 959 047 1 711 976 1 401 728 1 156 007 655 795

Total assets 3 160 024 3 024 579 2 764 518 2 778 557 2 468 625 1 940 353 1 724 735 1 073 018

Funds employed** 1 485 273 1 436 838 1 372 372 1 199 271 1 038 630 680 991 564 526 414 208

Cash generated by operations 388 187 531 746 413 761 585 583 625 123 545 332 431 704 240 378

Wealth created by trading operations* 1 040 544 1 215 976 1 158 871 1 204 599 1 203 998 – – –

Employee benefits and remuneration 595 728 577 896 550 960 483 638 435 779 365 669 315 896 263 301

Share statisticsHeadline earning per share (cents) 86,9 103,2 116,0 129,5 140,3 120,0 87,4 79,0

Ordinary distribution per share (cents) 38,0 56,0 63,0 69,0 63,0 54,0 36,0 15,0

Distribution cover (times) 3 3 3 3 3 3 3 7

Distribution yield (%) 4 5 5 6 6 7 5 not listed yet

Earnings yield (%) 8 12 9 10 13 16 12 not listed yet

Net tangible asset value per share (cents) 734 769 688 638 578 500 410 240

Share price (cents)

highly 10,51 13,28 12,73 12,71 10,71 8,20 7,20 not listed yet

low 10,45 10,99 12,50 10,71 8,02 7,20 6,99 not listed yet

closing (June 30) 10,50 10,99 12,73 12,51 10,71 8,02 7,20 not listed yet

Market capitalisation (N$’million) 2 225 507 2 329 363,47 2 698 162 2 651 532 2 270 017 1 659 763 1 490 062 not listed yet

Volumes traded (’000) 8 559 2 261 1 304 4 340 2 935 1 846 1 561 not listed yet

Volumes traded as % of weighted number of shares 4 1 1 2 1 1 1 not listed yet

Ratios and statisticsReturn on total shareholders’ interest (%) 13 18 24 31 38 39 32 43

Return on average funds employed (%) 20 29 39 54 75 88 75 69

Trading profit margin (%) 8 12 14 18 24 28 23 21

Interest cover 14 15 21 27 26 63 183 54

Current asset ratio 2,8 3,6 3,8 3,0 3,0 3,2 2,5 1,8

Quick asset ratio 2,1 2,8 2,9 2,4 2,4 2,7 2,0 1,3

Number of employees 2 738 3 305 3 239 3 203 3 110 2 690 2 568 1 998

Revenue per employee (N$’000) 1 409 1 070 1 143 1 028 878 713 626 694

Value added per employee (N$’000) 380 368 358 376 387 – – –

Number of shares in issue (’000) 211 953 211 953 211 953 211 953 211 953 206 953 206 953 163 303

Number of weighted shares in issue (’000) 211 953 211 953 211 953 211 953 209 862 206 953 192 363 163 303

Exchange rate comparisonsRand/US dollar

Closing rate 14,77 12,12 10,70 10,24 8,33 6,75 7,62 8,27

Average rate 14,39 11,41 10,32 8,86 7,77 6,98 7,61 9,28

* 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).


59

Consolidated segmental analysis

The segment information for the reportable segments for the year ended June 30 2016 is as follows:

Segmental reporting

TotalN$’000

Corporate Services

N$’000FishingN$’000

AutomotiveN$’000


N$’000

Industrial and Commercial

Products and Services

N$’000


N$’000

June 30 2016Total 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

Pro�t 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


60


The segment information for the reportable segments for the year ended June 30 2015 is as follows:

Segmental reporting

TotalN$’000

Corporate Services

N$’000FishingN$’000

AutomotiveN$’000


N$’000

Industrial and Commercial

Products and Services

N$’000


N$’000

June 30 2015Total 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


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


62

consolidated and separate financial stateMents

Independent auditor’s report

To the members of Bidvest Namibia LimitedWe 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 statementsThe 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 responsibilityOur 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.

OpinionIn 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


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 businessThe 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 operationsThe 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 concernThe 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 eventsNo 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 capitalThere were no changes to the authorised share capital during the year under review.

DividendsDividends amounting to N$114,5 million (2015: N$129,3 million) were declared and paid by the Company during the year under review.

Segmental analysisManagement 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


64


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 contractsEach 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 capitalThe 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 contractsNo 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 shareholdersAccording 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:

Percentageholding

The Bidvest Group Limited 52Ovanhu Investments (Proprietary) Limited 13Government Institution Pension Fund 11


65

Directors’ report – continuedfor the year ended June 30 2016

Directors’ remunerationThe 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 forservices

N$’000

Basic salary and allowances

N$’000

Bonusesaccrued

Leave paidN$’000

Pension and medical aid

contributionsN$’000

TotalN$’000

June 30 2016Executive directorsSI Kankondi – 2 748 – 319 3 067T Weitz – 1 419 – 237 1 656J Arnold – 2 373 3 344 1 196 6 913

– 6 540 3 344 1 752 11 636

Non-executive directorsP 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 2015Executive directorsSI 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 directorsP 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 NumberAverage price

N$

Executive directorsSI Kankondi 250 000 10,74J Arnold 210 000 10,74T 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$’0002015

N$’000

SI Kankondi 170 97

J Arnold 143 81

T Weitz 85 49

397 227


66


SubsidiariesPrincipal subsidiary undertakings

Effective % holding

Issuedshare 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.


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 secretaryThe 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 address4 Robert Mugabe Avenue PO Box 6964

Windhoek Ausspannplatz

Namibia Windhoek

Namibia

AuditorsDeloitte & Touche will continue in office in accordance with Section 278(2) of the Companies Act of Namibia.

Approval of annual financial statementsThe annual financial statements were approved by the board of directors and authorised for issue on August 22 2016.


68


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.


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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(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.


71


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 assets9.1.1 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.


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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 liabilities9.2.1 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.


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(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.


74


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.


75


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.


76


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.


77

Statements of financial positionat June 30

Group Company

Notes2016

N$’0002015

N$’0002016

N$’0002015

N$’000

AssetsNon-current assetsProperty, 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 assetsInventories 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 liabilitiesCapital and reserves attributable to equity holdersShare 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 liabilitiesDeferred 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 liabilitiesTrade 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


78


Statements of profit or loss and other comprehensive incomefor the year ended June 30

Group Company

Notes2016

N$’0002015

N$’0002016

N$’0002015

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 incomeItems 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


79

Statements of changes in equityfor the year ended June 30

Attributable to equity holders of the parent

Share capitalN$’000

Share premium

N$’000

Retained earnings

N$’000

Foreign currency

translation reserveN$’000

Share- based

payment reserveN$’000

BEE share-based


TotalN$’000

Non-controlling interest

in equityN$’000

Total equity

N$’000

GroupBalance at July 1 2014 2 120 660 272 913 707 14 036 1 443 16 988 1 608 566 456 596 2 065 162

Comprehensive incomeProfit for the year – – 289 236 – – – 289 236 123 230 412 466

Other comprehensive income – – 409 5 873 – – 6 282 6 113 12 395

Total comprehensive income – – 289 645 5 873 – – 295 518 129 343 424 861

Transactions with equity holdersEmployee share option scheme – value of employee services – – – – 757 – 757 – 757

Dividends declared and paid – – (129 291) – – – (129 291) (83 459) (212 750)

Total transactions with equity holders – – (129 291) – 757 – (128 534) (83 459) (211 993)

Balance at June 30 2015 2 120 660 272 1 074 061 19 909 2 200 16 988 1 775 550 502 480 2 278 030


Other comprehensive income

Other comprehensive income for the year – – (212) 11 857 – – 11 645 12 341 23 986


Transactions with equity holdersEmployee share option scheme – value of employee services – – – – 1 992 – 1 992 – 1 992

Acquisition of non-controlling without a change in control (10 261) (10 261) (60 141) (70 402)


Total transactions with equity holders – – (124 716) – 1 992 – (122 724) (110 495) (233 219)

Balance at June 30 2016 2 120 660 272 1 133 355 31 766 4 192 16 988 1 848 693 455 218 2 303 911


Share premium

N$’000

Retained earnings

N$’000

BEE share-based


TotalN$’000


in equityN$’000

Total equity

N$’000

CompanyBalance at July 1 2014 2 120 660 272 163 537 16 988 842 917 – 842 917

Comprehensive incomeProfit for the year – – 139 233 – 139 233 – 139 233

Total comprehensive income – – 139 233 – 139 233 – 139 233

Transactions with equity holdersDividend declared and paid – – (129 291) – (129 291) – (129 291)

Total transactions with equity holders – – (129 291) – (129 291) – (129 291)

Balance at June 30 2015 2 120 660 272 173 479 16 988 852 859 – 852 859





Balance at June 30 2016 2 120 660 272 217 980 16 988 897 360 – 897 360


80


Attributable to equity holders of the parent


Share premium

N$’000

Retained earnings

N$’000

Foreign currency

translation reserveN$’000

Share- based


BEE share-based


TotalN$’000


in equityN$’000

Total equity

N$’000

GroupBalance at July 1 2014 2 120 660 272 913 707 14 036 1 443 16 988 1 608 566 456 596 2 065 162


Other comprehensive income – – 409 5 873 – – 6 282 6 113 12 395


Transactions with equity holdersEmployee share option scheme – value of employee services – – – – 757 – 757 – 757


Total transactions with equity holders – – (129 291) – 757 – (128 534) (83 459) (211 993)

Balance at June 30 2015 2 120 660 272 1 074 061 19 909 2 200 16 988 1 775 550 502 480 2 278 030


Other comprehensive income

Other comprehensive income for the year – – (212) 11 857 – – 11 645 12 341 23 986


Transactions with equity holdersEmployee share option scheme – value of employee services – – – – 1 992 – 1 992 – 1 992

Acquisition of non-controlling without a change in control (10 261) (10 261) (60 141) (70 402)


Total transactions with equity holders – – (124 716) – 1 992 – (122 724) (110 495) (233 219)

Balance at June 30 2016 2 120 660 272 1 133 355 31 766 4 192 16 988 1 848 693 455 218 2 303 911


Share premium

N$’000

Retained earnings

N$’000

BEE share-based


TotalN$’000


in equityN$’000

Total equity

N$’000

CompanyBalance at July 1 2014 2 120 660 272 163 537 16 988 842 917 – 842 917





Balance at June 30 2015 2 120 660 272 173 479 16 988 852 859 – 852 859





Balance at June 30 2016 2 120 660 272 217 980 16 988 897 360 – 897 360


81

Statements of cash flowsfor the year ended June 30

Group Company

Notes2016

N$’0002015

N$’0002016

N$’0002015

N$’000

Cash flows from operating activitiesCash 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 activitiesAcquisition 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 activitiesBorrowings 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 equivalentsBalance at the beginning of the year 891 033 780 139 197 499 204 166

Cash and cash equivalentsBalance at the end of the year 10 673 070 891 033 7 153 197 499


82


Notes to the financial statementsfor the year ended June 30

Land andbuildings

N$’000Fishing vessels

N$’000

OtherassetsN$’000

TotalN$’000

1. Property, plant and equipment1.1 Group

June 30 2016Opening 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)


GroupJune 30 2015Opening 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) –


Cost 297 665 409 601 446 154 1 153 420

Accumulated depreciation (24 330) (71 186) (229 236) (324 752)


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.


83

Notes to the financial statements – continuedfor the year ended June 30

Plant andmachinery

N$’000Vehicles

N$’000

Office furniture/

equipmentand computer

equipmentN$’000

TotalN$’000

1. Property, plant and equipment (continued)1.3 Other assets consist of:

GroupJune 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)


Cost 317 056 83 125 80 704 480 885 Accumulated depreciation (152 001) (47 826) (49 947) (249 774)


GroupJune 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)


Cost 299 551 77 042 69 561 446 154

Accumulated depreciation (144 630) (43 643) (40 963) (229 236)



84


GoodwillN$’000

Computer software,

trademarks and warehouse

developmentN$’000

Fishing rightsN$’000

TotalN$’000

2. Intangible assets2.1 Group

June 30 2016Opening 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)


Cost 246 020 37 905 84 524 368 449 Impairment (1 709) – (168) (1 877)Accumulated amortisation – (11 966) (62 610) (74 576)


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.

GroupJune 30 2015Opening 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)


Cost 118 918 12 408 72 786 204 112

Accumulated amortisation – (7 971) (49 502) (57 473)



85


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’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 segmentsGrowth 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 subsidiariesUnlisted share investmentBidvest 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

SegmentsFishing 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

SegmentsFishing Walvis Bay 4 5

Freight and Logistics Walvis Bay 3 3


86


Proportion of non-controlling interests

Comprehensive income/(loss) allocated to non-controlling

interestsAccumulated non-controlling

interests

2016 20152016

N$’0002015

N$’0002016

N$’0002015

N$’000

3. Investment in subsidiaries (continued)Details of non-wholly owned subsidiaries that have material non-controlling interests

Name of subsidiaryNamsov 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 associatesOpening 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.


87


TotalN$’000

Carapau Fishing (Proprietary)

LimitedN$’000

Namibia Bureau de

Change (Proprietary)

LimitedN$’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 2016Current 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 2015Current 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.


88


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’000

5. Finance lease receivablesGross 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.


89


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’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.


90


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’000

10. Cash and cash equivalentsFor 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 fundsBank 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 reservesShare capitalAuthorised share capital540 000 000 ordinary shares of N$0,01 each 5 400 5 400 5 400 5 400

Issued share capitalNumber 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 premiumOpening balance 660 272 660 272 660 272 660 272

Issued during the year – – – –

Closing balance 660 272 660 272 660 272 660 272


91


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’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

LiabilitiesN$’000

NetN$’000

Tax effect of temporary differences – 2016Capital 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 – 2015Capital 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.


92


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’000

14. Post-employment obligationsTotal 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 obligationOpening 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 rateMortality 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.


93


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’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 benefitOpening 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%.


94


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’000

17. Contingencies and commitmentsCapital commitmentsThe 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.


95


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’000

17. Contingencies and commitments (continued)Guarantees by third partiesGuarantee 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.


96


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’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 natureAdministrative 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 costsCash itemsInterest expense – bank overdraft 6 210 1 654 – –

Interest expense – floorplan 10 239 – – –

Interest expense – other 1 222 477 – –

17 671 2 131 – –

Non-cash itemInterest expense – post-retirement medical obligation 1 079 1 033 – –

18 750 3 164 – –


97


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’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 taxCurrent 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 expenseReconciliation 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 liabilitiesCurrent tax assetsTax refunds receivable 1 927 6 650 – –

Current tax liabilitiesIncome tax payable 8 777 329 46 20

26. Retirement benefit informationRetirement fundThe 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 fundsThe total value of company contributions during the year 22 677 20 254 – –


98


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 1Beginning 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 2Beginning 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

2016N$’000

2015N$’000

Equity-settled share-based payment reserveBalance 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


99


Group Company

2016’000

2015’000

2016’000

2015’000

28. Earnings per shareWeighted average number of sharesWeighted 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 earningsProfit 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

2016N$’000

2015N$’000

2016N$’000

2015N$’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 commitmentsAt 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 – –


100


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’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 – – –


101


Group

2016N$’000

2015N$’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 transactionsRelationshipsDuring 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

2016N$’000

2015N$’000

2016N$’000

2015N$’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’ compensationAttendance fees 1 272 1 285 – –

Executive directors and key management compensationSalaries and other short-term employee benefits 20 894 14 962 – –

Receivable from related partiesLoans to related partiesBidvest 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.


102


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’000

36. Related party balances and transactions (continued)Trade receivablesAlimentar 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 payablesBid 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 – –



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 – –


103


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’000

36. Related party balances and transactions (continued)Sales to related partiesAlimentar Carnes de Moçambique Limitada – (iv) 70 578 – – –


Bidvest Food Services (Proprietary) Limited – (ii) 426 – – –


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 incomeCarapau Fishing (Proprietary) Limited – (iv) 11 489 6 689 – –

Purchases from related partiesBidvest 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 – –


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 – –


104


Group Company

2016N$’000

2015N$’000

2016N$’000

2015N$’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 management37.1 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 risk

Currency 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:

Eurodenominated

’000

US dollardenominated

’000

Angola kwanzadenominated

’000Totals in

N$’000

GroupAs 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

GroupAs 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


105


37. Financial risk management (continued)37.1 Financial risk factors (continued)

(a) Market risk (continued)(ii) Price risk

The 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

2016N$’000

2015N$’000

2016N$’000

2015N$’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 – – –


106



(b) Credit riskCredit 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

2016N$’000

2015N$’000

2016N$’000

2015N$’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


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

GroupTrade debtorsNot 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 –


107



(b) Credit risk (continued)Credit quality of financial assetsThe 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

2016N$’000

2015N$’000

2016N$’000

2015N$’000

Counterparties without external credit ratings net of provision for impairment:

Other financial assets 12 714 12 714 – –


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 fundsCash 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 riskPrudent 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.


108



(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 than1 year

N$’000

Between 1 and 2 years

N$’000

Between 2and 5 years

N$’000

Over5 yearsN$’000

Interest adjustment

N$’000Total

N$’000

GroupAs at June 30 2016Bank 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

GroupAs at June 30 2015Bank overdraft 17 330 – – – – 17 330

Other borrowings 989 – – – – 989

Trade and other payables 443 779 – – – – 443 779

462 098 – – – – 462 098

CompanyAs at June 30 2016Trade and other payables 36 – – – – 36

As at June 30 2015Trade 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

2016N$’000

2015N$’000

2016N$’000

2015N$’000

Unsecured bank overdraft facilities, reviewed annually and payable on demandStandard 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 demandNedbank 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.


109


Loans andreceivables at

amortisedcost

N$’000

Financial liabilities at

amortisedcost

N$’000Total

N$’000

37. Financial risk management (continued)37.3 Financial instruments per category

GroupAs at June 30 2016Financial assetsTrade 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 liabilitiesBank 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

GroupAs at June 30 2015Financial assetsTrade 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 liabilitiesBank 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

CompanyAs at June 30 2016Financial assetsTrade and other receivables 514 198 – 514 198 Other financial assets 12 714 – 12 714 Cash and cash equivalents 7 153 – 7 153

Financial liabilitiesTrade and other payables – (36) (36)

Total financial instruments 534 065 (36) 534 029

CompanyAs at June 30 2015Financial assetsTrade and other receivables 279 316 – 279 316

Other financial assets 12 714 – 12 714


Financial liabilitiesTrade and other payables – (27) (27)

Total financial instruments 489 529 (27) 489 502


110


37. Financial risk management (continued)37.4 Fair value measurements

(a) ValuationIn 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.


111


37. Financial risk management (continued)37.4 Fair value measurements (continued)

(b) Fair value hierarchy and measurementsThe 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.


112


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 unitsThe 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 vesselsThe 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 assetsDeferred 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 liabilitiesContingent 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 valuesProperty, 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 associateIndustria 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.


113


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 assumedThe following table summarises the acquisition date fair value of assets and liabilities acquired.

Novel Motor

CompanyN$’000

Lenkow Property

N$’000Total

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


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.

GoodwillGoodwill 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 transferredCash 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 considerationThe 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%.


114


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


115

Shareholders’ diary

Financial year-end June 30

Annual general meeting November

Reports and accountsInterim report for the half year ending December 31 February/March

Announcement and annual results August/September

Annual report September/October

DistributionsInterim distribution March

Final distribution September


116

BASTION GRAPHICS

Administration

Bidvest NamiBia Limited Legal practitionersIncorporated in the Republic of Namibia H.d. Bossau & CoRegistration 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 & Partners4 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 adviserPsG Konsult (Namibia) auditors Member of the Namibian Stock Exchange deloitte & toucheRegistration 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 LimitedRegistration 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 secretariestransfer secretaries (Proprietary) LimitedRegistration 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

Namibia

www.bidvestnamibia.com.na

Bid

vest Nam

ibia A

nnual Integrated

Rep

ort 2016

namibia · carapau fishing 25% comet investments capital 100% pesca fresca lda 49% namibian sea...

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