tadvest limited annual report5 chairman’s report it gives me pleasure to present tadvest...

Contents

GROUP OVERVIEW About Tadvest Chairman’s Report Corporate Governance Report • Board of Directors • Risk Analysis Asset Report

INVESTMENT OVERVIEW

Kemtek Trakka Systems Topshell Country Mushrooms Fruitvest Commercial & Industrial Portfolio

FINANCIAL STATEMENTS

Corporate data Directors’ report Secretary’s report Auditor’s report Statement of profit or loss Statement of financial position Statment of changes in equity Statement of cash flows Notes to the financial statments

ADMINISTRATION

Growth Through Diversity

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57-58

GROUP OVERVIEW

2

ABOUT TADVEST

Introduction

Tadvest Limited is an investment holding company with the primary objective of investing in attractive, high yielding and cash flow generative assets which provide investors with a combination of sustainable capital and income growth. Our portfolio consists of the following asset types:

• Private Equity Investments • Listed Equity Investments • Direct & Indirect Property Holdings

Our aim is to provide our investors with a diversified investment which gives them access to premium assets across a range of industries and global exposure. We are currently invested in the following countries:

• South Africa • Poland • Australia • Sweden • North America

We are uniquely posititioned to invest in Africa and globally, through our primary listing on the Stock Exchange of Mauritius and its secondary listing on the Namibian Stock Exchange. Current market conditions require an agile response to volatile conditions and our dual-listed structure with associated capital allocation flexibility provides an excellent platform for our investors to take advantage of global opportunities that meet our broad investment criteria.

Vision, Mission and Corporate Values

Vision

Our vision is to emerge as a leading diversified investment holding company by focusing on investments with high growth potential in Africa and across the world.

Mission

Tadvest’s mission is to create sustainable growth for our shareholders by building up and investing into a diversified portfolio of assets which provide sustainable capital growth and investment income.

Corporate Values

Our belief is that the return on investment is directly linked to our corporate values of a particular business. The commitment to fostering corporate values influences growth and delivers significant long-term value to our shareholders, partners and employees.

Integrity and the practice of good corporate governance

Emphasis on integrity and the practice of good corporate governance is key to building a sustainable business and is achieved by adhering to the highest ethical standards. Professional integrity in all financial and business matters is essential to building and maintaining relationships.

Genuine Partnership

We believe in establishing strong partnerships with local and foreign businesses to serve as a platform for each business to reach its full potential.

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Organisational Structure and Corporate Governance

External Service Providers

Whilst the board is responsible for the management of the Company and its asset portfolio, it has delegated certain key duties to two main service providers. Safyr Utilis has been appointed to manage all administrative matters relating to day to day administration of the business. Abman acts as the Company’s investment advisor and is tasked with sourcing and analysing new investment opportunities, making recommendations to the board and its sub-committees.Tadvest has entered into service level agreements to govern the relationship it has with these service providers.

Broadacres Retreat (Pty) Ltd

(9.5%)Kemtek (14.28%) Trakka Corp (20%) Trakka US LLC

(20%)Tadvest SA (Pty)

Ltd (100%)Trakka Systems

(16%)Trakka Optics

(16%)SWS 11 Ltd

(100%)

Echo Polska Properties NV <1%

Topshell(Pty)Ltd &Topshell Gauteng (Pty) Ltd (50%)

Fruitvest (Pty) Ltd(53.33%)

Redefine & EPP Shares

Sable HomesInvestments 1 & 2 (Pty) Ltd (50%)

Broadacres Retreat & Heron

Banks

LEG 450 Broadstreet LLC

6.06%

Tadvest Limited

(33.33%)

12.5% (Increasing to 16.67%)

Centurion JunctionLand 12.5%

Waterfall Ridge 17.8%

Setpoint Industrial 100%

Rosebank Towers 9.88%

Investment Properties

Country Mushrooms (Pty)

Ltd (62%)

Exact Trade 144(Pty) Ltd

(32.93%)

Investment Property

N1 Fairlands Land (100%)

Stellenbosch Agripark(100%)

Cedar Road Land (100%)

Tadvest Commercial

(Pty) Ltd(100%)

Tadvest Residential (Pty)

Ltd (100%)

Tadvest Industrial (Pty) Ltd(100%)

Tadvest Entity Company Secretarial Services Investment Advisory

1.2.7. External Service Providers

Given Tadvest’s relatively small executive team and its growing portfolio, Tadvestoutsources its asset management and back office services to external service providers. By partnering with these service providers, Tadvest is able to reduce its operational costs to maximise the return to its shareholders. The relationships with both Abman and Safyr Utilis are governed by Service Level Agreements whichplace.

Tadvest Entity Back Office & Company Secretarial Services Asset Management

1.2.8. Investment Objectives and Operations Strategy

1.2.9. Investment Philosophy and Exit Strategies

Tadvestexternal service

By partnering with these service providers, Tadvest is able to reduce its The relationships with

y Service Level Agreements which

Asset Management

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Investment Philosophy and Exit Strategies

The company’s Investment Philosophy is to identify and invest in assets with the following broad criteria: A skilled and experienced management team with integrity and excellent work ethic; Strong business fundamentals and a proven track record; High projected growth emanating from a combination of operations in attractive sectors (strong demand and high barriers to entry) and relative competitive advantages within those sectors; and Synergies with other investments within the portfolio. A clear exit strategy should be available.

Tadvest’s approach is to partner with the existing management team of the business to put in place a strategy to harness long term sustainable growth and investment income which benefits both management and Tadvest. Tadvest approaches each investment opportunity with a potential exit strategy in mind. This allows us to be agile should the market conditions change or should any alternative opportunities arise. Tadvest will review all assets on a regular basis for continued inclusion in the portfolio based on our overall investment strategy. The Company does not have a specific time horizon within which it must exit investments.

Diversification of Portfolio

The investment philosophy is applied in diversifying the asset base, taking into account the following: Prevailing market conditions and capital market expectations; Investment jurisdictions; Sector exposure and knowledge; and Asset-specific fundamental economic factors.

Diversification will be achieved gradually and we will not make investments purely for the sake of achieving such diversification. An investment opportunity will need to be attractive both when considered in isolation as well as when considered in the context of the broader portfolio. Diversification will therefore be a controlled and steady process.

Skilled and Experienced Management

Team

Strong Business Fundamentals

and ProvenTrack Record

Clear Exit Strategy

HighProjectedGrowth

Opportunities

Synergies with other

Investments within the Portfolio

InvestmentPhilosophy

5

CHAIRMAN’S REPORT

It gives me pleasure to present Tadvest Limited’s maiden Annual Report for the year ended 31 December 2016.

Throughout the previous financial year, the company has achieved its set milestones and consequently has been able to build a strong foundation for the future. I am pleased to present some of those achievements in this report.

Tadvest Ltd obtained approval from the Stock Exchange of Mauritius (SEM) to list on its main board on the 3rd of February 2016. Shortly after its SEM listing, the company was also listed on the Namibian Stock Exchange (NSX) as its secondary market.

The listing of the Company on both the SEM and the NSX has positioned Tadvest as an international player, particularly

manner.

As a result, Tadvest has been able to make its first major acquisition by purchasing all of the issued share capital of Tadvest SA (Pty) Ltd, an investment holding vehicle providing access to prime assets in Southern Africa. As part of its strategy, this acquisition has given the Company the ability to be exposed to assets which include agriculture, food processing, and industrial operations as part of its private equity portfolio. Tadvest SA also owns a portfolio of A-Grade Investment Properties a Pipeline of development opportunities and a sizeable portfolio of Listed Property Equities.

With Tadvest being a company continuously seeking growth opportunities, its investment objectives are to focus on identifying high yielding opportunities using its network of strategic partners. Consequently, Tadvest was able to successfully earmark, close and deploy on two investment targets; firstly, on a private placement of shares in Echo Polska Properties during May 2016, which is now dual-listed on the Luxembourg Stock Exchange and the Johannesburg Stock Exchange. The Company also invested in a mixed-use property development scheme situated in Newark (USA). These two investments have been a result of Tadvest’s focus to continue strengthening its asset base outside Southern Africa.

The year has not been without challenges. Tadvest continues to be exposed to South African political uncertainty, which

environment has influenced Tadvest SA’s investment policies in South Africa and has prompted our board to manage the risks more carefully during the course of the year. Whilst Tadvest’s strategy is to mitigate such country specific risks through further global diversification, we still believe that there are significant growth opportunities within the South African investment landscape.

..……………………….Deva Marlanen

7102 hcraM 71

Tadvest is acompany that is

continuously seeking growth

opportunities.

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CORPORATE GOVERNANCE REPORT Compliance statement

For the year under review, Tadvest Limited (‘’Tadvest’’ or the ‘’Company’’) has complied with the Code of Corporate Governance for Mauritius (the ‘’Code’’) in most respects, save that:

(i) No board evaluation was conducted during the year. It is the aim of the Company to carry out such exercise during the financial year ending 31 December 2017.

(ii) There was only one Independent Non-Executive Director. The Board is of the view that it meets the spirit of the Code through the attendance and participation of Abman, in its capacity as investment advisor, during its deliberations on strategy and investment decisions regarding the Company and its portfolio of investments.

..………………………. ..……………………….Deva Marlanen Ian Chambers

Background on Tadvest Limited

The Company was incorporated and registered in Mauritius on 5 November 2014 and holds a Category 1 Global Business License in accordance with the Mauritian Companies Act 2001 and the Mauritian Financial Services Act 2007. Tadvest was listed on the Stock Exchange of Mauritius (‘’SEM’’) on 3 February 2016 and on the Namibian Stock Exchange (“NSX”) on 5 February 2016. The Company is classified as a Public Interest Entity under the Financial Reporting Act 2004 and is required to adopt corporate governance principles as set out in the Code.

New investments

On 5 February 2016, Tadvest acquired the remainder of the shares in Tadvest SA (Pty) Ltd to become the sole shareholder. On 31 May 2016, Tadvest acquired 3,894,160 shares in Echo Polska Properties (“EPP”). On 21 October 2016, Tadvest acquired 6.06% membership interest in LEG 450 Broad Street LLC.

Shareholding structure

The substantial shareholders of Tadvest Limited are as follows:

Shareholder Stake

Semmatrix 36.80%

Matrix NSX (Pty) Ltd 33.36%

CRH Investments (Pty) Ltd 29.47%

As at 31 December 2016, the Company had 4 shareholders. The number of shares held by each is shown below:

Shareholder No of shares held on the SEM

No of shares held on the NSX

Semmatrix 15,044,070

Matrix NSX (Pty) Ltd 13,637,436

CRH Investments (Pty) Ltd 12,045,104

TNT Trust 151,960

Total 15,044,070 25,834,500

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Constitution of the Company

The Company adopted a constitution on 29 September 2015. For the year under review, no amendment was brought to the constitution of Tadvest. Furthermore, there is no provision in the constitution that restricts the transfer of shares.

Dividend policy

The Company has no formal dividend policy. No dividend was paid for the year under review.

The Board

As at 31 December 2016, the Company was headed by a unitary Board, which was composed of 5 Directors under the chairmanship of Mr Deva Marianen. The Chairman of the Board is elected by his fellow Directors. The Board as at 31 December 2016 was comprised of 2 Executive Directors, 2 Non-Executive Directors, and one Independent Non-Executive Director, as listed below:

Directors Executive Non-executive Independent Non-Executive

Deva Marianen √

Ian Chambers √

Alex Dahm √

Dave Savage √

Leon Van De Moortele √

The Board ensures that it has the right balance of skills, experience, independence and business knowledge necessary to discharge its responsibilities. In line with the Code, all Directors stand for re-election at the Annual General Meeting of Shareholders. The names of all Directors, their profiles and categories are set out at page 9.

Common directors

Directors

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Deva Marianen √ √ √

Ian Chambers √

Alex Dahm √

Dave Savage √ √ √ √

Leon Van De Moortele √

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Board meetings

The Board of Directors is responsible to provide strategic direction to the Company and its underlying investments and ensure that the Company reaches its targeted growth in its Net Asset Value and consequently growth in both yield and share price. Regular meetings of the Board are held to discuss the performance and day-to-day functioning of the Company and its investments.

The Board meetings are carried out in an environment which promotes constructive feedback from all members and which also encourages open discussions. The Chairman together with the Company Secretary decide on the meeting agendas, guided by Abman as the Company’s main advisor. The Directors are aware of their duty to attend each Board meeting unless in exceptional circumstances.

Board performance evaluation

No Board performance review was carried out during the year ended 31 December 2016. The Company aims to carry out an evaluation of the Board’s performance during the year ending 31 December 2017.

Indemnities and insurance

Board sub-committees

Risk Management and Audit CommitteeThe Board of Directors has set up a Risk Management and Audit Committee (‘RMAC’). The Chairman of the RMAC is Mr. Leon Van De Moortele with Mr Ian Chambers as a member of the committee.

Corporate Governance CommitteeThe Board of Directors has set up a Corporate Governance Committee (‘CGC’): the Chairman of the CGC is Mr. Leon Van De Moortele with Mr. Deva Marianen and Mr Ian Chambers as members of the committee.

Administration and Advisory Agreement

Tadvest signed an Administration and Advisory Agreement with Abman Proprietary Limited on 6 July 2016, whereby the Company has appointed Abman to source information in relation to investment opportunities; to provide information and regular updates on Tadvest’s investment portfolio. In its capacity as advisor, Abman is primarily responsible for providing recommendations to the Company in relation to the identification, negotiation and implementation of all

Related party transactions

For information on related party transactions, please refer to Note 13 of the Annual Financial statements..

................……………………….Leon Van de Moortele

17 March 2017

9

Board of Directors

DIRECTORS OF TADVEST BACKGROUND

ALEX DAHM Position: Non-Executive Director

Experience and qualification: B’oek. FH, Zeurich, (Business Economist).

Since 1987, Alex is an Independent Consultant, providing trade related services, formation, establishment and administration of legal entities, procurement of goods, handling of documentation and the financing of the trade. He is also a consultant to a corporate group in South Africa as well as a Shareholder and Director of a computer company in South Africa. Alex is also involved in property development in various properties in Italy, South Africa and Switzerland as well as in the management of a property portfolio and various new upcoming property developments. He is also actively involved on the board of several entities.

DAVE SAVAGE Position: Non-Executive Director

Experience and qualification:Dave has 27 years’ experience in the property industry, 25 years of which have been dedicated to the growth of the Abcon Group. Dave has been involved in all aspects of Abland becoming a national property development company active in all industry sectors. He was also integrally involved in the formation and listing of the Pivotal Fund. Dave currently serves as CEO of the Abcon group of companies.

IAN CHAMBERS Position: Executive Director

Experience and qualification: B Comm, H Dip Tax, CFP

Ian is the founder of Ian Chambers Consulting and is an international tax expert having headed tax department of Routleges and structured department of Credit Agricole for several years. Ian is the author and co-author of several tax books and is regarded as one of the best tax advisers in the Region.

DEVA MARIANEN Position: Executive Director

Experience and qualification:Deva Marianen has several years of experience in financial services and is the

capital markets with a strong focus on private equity and has consequently acted

the understanding of business environment of several countries within the African continent. Deva is an economist and a chartered secretary and administrator.

LEON VAN DE MOORTELE Position:Independent Non-Executive Director

Experience and qualification:After completing articles with PwC, Leon moved to the Global Risk Management Services within PwC, where he become the Senior Manager in charge of Data Management. In 2004, he moved to Solenta Aviation where he became Group Finance Director within 18 months. During his tenure as Group Finance Director, the group expanded from 12 aircraft to 48 aircraft, operating in 8 African countries (including South Africa, Mozambique, Algeria, Ghana, Gabon, Kenya, Tanzania and Cote d’Ivoire.He currently fills the role of CFO at Mara Delta Property Holding. Mara Delta invests in property across the African continent and is listed on the SEM and ISE

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Risk Analysis

Risk Identified How this risk is mitigated

Non-compliance with SEM & NSX listing requirements • Appointment of and reliance on advice provided by appropriately qualified sponsors (Safyr/PSG)• Appointment of appropriately qualified Company Secretary to ensure compliance (Safyr)

Failure to issue appropriate and timeous SEM & NSX announcements (Related party announcements)

• Appointment of and reliance on advice provided by appropriately qualified sponsors (Safyr/PSG)• Appointment of appropriately qualified Company Secretary to ensure compliance (Safyr)• Timeous identification and submission of reports / returns

Non-compliance with statutory laws and regulations • Obtain legal counsel before engaging unknown jurisdictions and entering into unknown tax jurisdictions as part of the Due Diligence process

Excessive risk taking at board Level • The board comprises of majority non-executive directors• Board comprised of experienced and mature directors who understand risk management processes

Conflict of interest at board level • appropriate governance processes followed at all times• Employment of mature directors with appropriate qualifications and experience• Declarations and recusal at voting if necessary

Retention of non-performing assets • A report is prepared on bi-annual basis which is presented to the board. A detailed property and asset report is presented to the board on a quarterly basis.

Inadequate performance by the service providers • Service Level Agreements in place with all service providers. The Scope of the SLA’s should include all investments

New acquisitions/investments do not meet the company’s investment criteria of capital growth and/or investment income

• Professional due diligences are required for all acquisitions. All investment opportunities are presented to the board for consideration and approval• An Investment strategy exists that guides the investment process and decisions

Failure to perform adequate due diligence on foreign tax implications

• Due diligence performed by specialists as and when transactions are planned / evaluated

operational requirements• Timeous application for re financing at banks • Management of liquidity risk• Regular review of sureties and funding terms in place.• Diversified sources of funding

Failure to perform accurate due diligence on new investments

• Appointment of competent service providers, legal, tax and accounting professionals • Independent and competent board

11

Risk Identified How this risk is mitigated

Excessive cash in the group resulting in slower growth • running forecast

Inability to identify adequate high yielding investments • Bi-annual strategic sessions defining future acquisitions into the portfolio

risks in countries where foreign investments are held• Continuous monitoring of the economic status in relevant country• Assessment of in country management of the portfolio/asset

• Monthly review of management packs• Regular site visits• Attendance of investee board meetings

• Regular review of investee risk register and current controls in place• Regular site visits• Attendance of investee board meetings

Investees not performing according to budget forecasts • Active involvement in review of budgets and forecasts• Proactive management of budgets and forecasts throughout the year

Unable to exit illiquid assets • Bi-annual strategic meetings reviewing exit strategies of investments• Implementing clear strategic targets for the respective investments

Deterioration of asset values over time which remain part of the portfolio

• Regular benchmarking of asset and portfolio performance

Over exposure to specific industries or countries which could result in higher portfolio risk

• Regular review of portfolio composition and identification of high risk industries and countries• Bi-annual strategic meetings reviewing exit strategies of investments

Risk Analysis (continued)

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Asset Report

Tadvest Limited has a diverse asset base split between various sectors of the market and jurisdictions. As Tadvest Limited is an investment holding Company, the Company drives capital growth and invests for distributions through either interest or dividends. These distributions are then redeployed in the rest of the portfolio to optimize growth.

Private Equity Industry Split

42%

42%

11%2%

3% Agricultural & Food Processing

Industrial & Manufacturing

Investment Property

Outdoor Advertising

Residential Development

Gross Asset Value Breakdown

Investment Property

Listed Equities

Private Equities

Other consists of cash, loans and working capital

13

Listed Equities Industry Split

Investment Property Breakdown

100%

Property

66%

24%

4% 6%Commercial Property

Industrial Property

Mixed Use Development

Vacant Land

Asset Report (continued)

As the majority of the portfolio was acquired in 2016 we have maintained our focus on gaining better insight into the various assets and how best to achieve synergy within the portfolio . This was done through extensive management discussions and strategy sessions. The core focus remains on the following elements for each investment:

1. Long term strategic planning

2. Scalability and diversification

3. Growth forecast and 5 year capital plans

4. Succession planning and management alignment with various strategies

5. Improving on detailed asset reporting and forecasts

6. Timing of exit or clarifying exit strategy

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The portfolio is over exposed to South African assets. This has been identified by the board as a key risk area to address. Although there are various high yielding and quality assets within the South African portfolio, the political unrest and fluctuating currency poses significant risks for the shareholders of Tadvest. This will be a long term strategy that will be formulated alongside the Board. The initial steps have been to distribute surplus funds from the Tadvest SA portfolio, to Tadvest Limited and also extending the global footprint of Tadvest to Poland and North America. Through discussions with the board the proposed target has been set in line with the global diversification strategy of Tadvest.

The Global diversification strategy will be carefully implemented as each new jurisdiction will have unique opportunities and risks. Each jurisdiction considered will be assessed to ensure the economic fundamentals are solid and that the board has a complete understanding of the various risks i.e. credit, sovereign and political risks. The identified risks will be weighed up with the projected returns of the various opportunities in order for the board to justify the investment.

We feel that although very diverse, the assets within the Tadvest portfolio have great fundamentals, and through focused asset management and clearly defined strategies will achieve above average returns.

12%

4%

5%

77%

2%

Australia

Mauritius

Poland

South Africa

USA

12%

4%

5%

50%

2%

27%Australia

Mauritius

Poland

South Africa

USA

Non RSA Asset

Current Asset Spread by Country

Targeted Dilution of RSA Assets

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OPERATIONAL OVERVIEW

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Kemtek Kemtek provides high-end printing, barcoding and labelling solutions. They began

branches located in Pretoria, Durban, Port Elizabeth and Cape Town. Export sales to Africa and the Indian Ocean Islands are handled through their Johannesburg and Pretoria branches, as well as being assisted by distributors and subsidiaries in various African countries. Kemtek has recently entered the 3D printing industry by partnering with Rapid 3D, who specialises in 3D printers for the manufacturing sector.

As a supplier of specialised printers and operating parts as well as scanners and labelers, Kemtek understands the

market leaders in the printing industry.

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Trakka Systems

Trakka Systems is a privately held Australian aero space company, whose primary focus is to design, manufacture and market, high-powered search light solutions for airborne, marine and land-based operations internationally. Trakka is headquartered in Melbourne, with sales and service facilities in Europe, the Americas, Africa, the Middle East and

accessories and spare parts for all it’s clients. Its search light systems are used by ground and airborne law enforcement, security forces, as well as search and rescue agencies, to strengthen their capability to achieve mission objectives.

specialised airborne camera systems, with a strong focus on broadcast, power line and surveillance capabilities.

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Topshell In 2005, Stellenbosch based entrepreneur, Deon van der Merwe founded Topshell

and chemical toilets, with the construction industry as its anchor customer. Topshell not only converts containers into storage units but also designs and manufactures custom built living and storage solutions on site to meet customers’ needs. Topshell has recently expanded its footprint by establishing a new business unit in Gauteng.

Topshell Rental provides a site rental service to primarily the construction industry but also to anyone who needs a site

Topshell Life comprises of container-based living pods. Each luxury unit is fully equipped and custom built to client specifications. Unit sizes are available in standard 6 metre and 12 metre container lengths.

Topshell Self-Storage provides storage space for general goods or vehicles at Topshell Park, Lynedoch, Stellenbosch.

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Country Mushrooms

Country Mushrooms was established in 1986 on the Wattlewood farm in the Bapsfontein area. With quality mushrooms being the core of their business, Country Mushrooms go to extreme lengths to constantly produce the freshest mushrooms on the market. Through the addition of the Aalwyne farm, the introduction of innovative technology and improved cultivation methods, the production output on the two farms has been increased to a current average of 50 tons per week. This production output constitutes 85% White and 15% Brown mushrooms, of which 90% is sold fresh and 10% is processed in brine.

Both farms have their own packhouses where all mushrooms are packed before delivery. With a fleet of vehicles, Country Mushrooms is able to deliver anywhere in Gauteng and surrounding areas on a daily basis.

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Fruitvest

Fruitvest is a holding company of two fruit processing plants in the Lowveld area. Hoedspruit Fruit Processors is situated in Hoedspruit and focuses mainly on the production of frozen mango concentrate and purees as well as mango atchar.

BronPro based in Nelspruit, produces high quality aseptically packed mango, guava purees and concentrates. They also manufacture concentrated, high quality formulated juices and nectars for use by industry to produce quality single strength beverages.

Fruitvest has evolved from a small scale manufacturer of frozen and preserved guava and mango pulps to a South African market leader in the manufacture of Aseptic subtropical pulps and concentrates.

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Commercial and Industrial Portfolio

Key Facts

Major Tenants Kyocera, SABRIC, EOH, Roche & Cosmopolitan

Size (GRA) 21,880 m2

Tadvest’s Participation 33.33%

Rosebank Towers, Rosebank, Gauteng

Key Facts

Major Tenants Redefine, Brait, Computershare, Virgin Active, Hannover Re & Herbert Smith



22

Key Facts

Major Tenants Brolink, Origin Architects, Sabinet & Vitas South Africa

Size (GRA) 8,806 m2


Setpoint, Modderfontein, Gauteng

Key Facts

Major Tenants Torre Industries

Size (GRA) 9,540 m2

Tadvest’s Participation 100%

Setpoint, Modderfontein, Gauteng

Key Facts

Major Tenants Torre Industries

Size (GRA) 9,540 m2


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Gunner’s Circle, Epping, Western Cape

Key Facts

Major Tenants Marley & Sugar Direct



Stellenbosch Agripark, Stellenbosch, Western Cape

Key Facts

Major Tenants Fulvicare & Amorim Cork

Size (GRA) 3,018 m2


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We remain flexible when investing in fixed assets.

FINANCIAL STATEMENTS

26

Corporate data Appointed on Resigned onDirectors Deva Marianen Ian Chambers Alex Dahm Dave Savage Leon Van de Moortele

Administrator SAFYR WEALTH SERVICES LTD 03-Aug-16 19 Cybercity Ebène Republic of Mauritius SAFYR UTILIS LTD 3-Aug-16 7th Floor, Tower 1, NeXTeracom Cybercity, Ebene 72201 Republic of Mauritius

SAFYR UTILIS LTD 7th Floor, Tower 1, NeXTeracom Cybercity, Ebene 72201 Republic of Mauritius

Auditors LANCASTERS Chartered Accountants 14, Lancaster Court Lavoquer Street Port Louis Republic of Mauritius

05-Nov-1405-Nov-1416-Nov-1429-May-1514-Oct-15

05-Nov-14

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DIRECTOR’S REPORT

The directors are pleased to present their report together with the audited financial statements of Tadvest Limited (“the Company”), previously known as TAD Holdings Limited for the year ended 31 December 2016.

Incorporation

The Company was incorporated in the Republic of Mauritius on 5 November 2014.

Principal activity

The principal activity of the Company is that of an investment holding company.

Results and dividend

The results for the period are shown on Statement of Profit and Loss & other comprehensive income. The directors did not recommend the payment of a dividend for the year under review.

Statement of directors’ responsibilities in respect of financial statements

The directors are responsible for the preparation of financial statements which comply with the Mauritius Companies Act 2001. In preparing those financial statements, the directors have:

• selected suitable accounting policies and then applied them consistently;

• made judgements and estimates that are reasonable and prudent;

• stated whether International Financial Reporting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepared the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Mauritius Companies Act 2001. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

By order of the board

..................................................

Deva Marianen Director17 March 2017

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SECRETARY’S CERTIFICATE

For the year ended 31 December 2016

Secretary’s certificate under Section 166 (d) of the Companies Act 2001

In accordance with Section 166 (d) of the Mauritius Companies Act 2001, we certify that to the best of our knowledge and belief, the Company has filed with the Registrar of Companies all such returns as are required of the company.

…………………………….Shaheen CoowarCompany secretary

…………………………….Yogesh MoheetahCompany secretary

17th March 2017

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Auditors’ report

Independent auditors’ report to the shareholders of Tadvest Limited

Opinion

We have audited the accompanying financial statements of Tadvest Limited (the “Company“) which comprise the statement of financial position as at 31 December 2016, and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including the significant accounting policies.

In our opinion, the financial statements give a true and fair view, in all material respects, of the financial position of

accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act 2001.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code. We believe that the audit evidence we have obtained is

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter How the matter was resolved during audit

Investments valuationThe Company’s main objective is to invest in entities for capital growth and has been classified as an investment entity in accordance with IFRS 10. In assessing the carrying value of the investments, Directors have exercised judgement.

We have reviewed the Director’s assessment of fair value of the investments. We ensured that the ownership documents were in order. We reviewed and challenged by reference to documentations, assumptions and estimates regarding the Directors’ fair value assessment process.

Impairment of assetsIn evaluating the Company’s investments and loan receivables, circumstances may exist that indicate the need to impair these assets.

We have reviewed the Board of Directors papers, management accounts, audited financial statements and prospectuses where relevant of entities in which investments have been made. We have enquired with the Directors as to the prospects of the investments.

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Other Information

The Directors are responsible for the other information included in the annual report. The other information comprises the Directors’ Report, the Corporate Governance Report, the Statement of Compliance and the Company Secretary’s Certificate, but does not include the financial statements nor our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors and those charged with Governance for the Financial Statements

The Directors are responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards and the requirements of the Mauritius Companies Act 2001, and for such internal control 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.

In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

31


As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence

material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.

• Conclude on the appropriateness of the Director’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the Directors and those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.


From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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Other matter

This report is made solely for the Company’s shareholders, as a body, in accordance with Section 205 of the Companies Act 2001. Our audit work has been undertaken so that we might state to the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

Report on Other Legal and Regulatory Requirements

Mauritius Companies Act 2001

We have no relationship with or interests in the Company other than in our capacity as auditors. We have obtained all the information and explanations we have required.

In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records.

Financial Reporting Act 2004

The Directors are responsible for preparing the Corporate Governance report. Our responsibility is to report on the extent of compliance with the Code of Corporate Governance (‘the Code’) as disclosed in the Annual Report.

In our opinion, the disclosures in the Corporate Governance report are consistent with the requirements of the code.

Lancasters Priyaved Jhugroo FCA Chartered Accountants Licensed by FRC14, Lancaster CourtLavoquer StreetPort Louis 11328Mauritius

17 March 2017

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Statement of profit or loss and other comprehensive incomeFor the year ended 31 December 2016

Notes 2016 2015

USD USD

Dividend income 693 722 -

Net gain/(loss) on financial asset at fair value through profit or loss 8 486 786 (984 400)

Other income 305 978 26 500

Admininstrative expenses (383 684) (355 072)

Profit/(Loss) from operations 9 102 802 (1 312 972)

Finance income 4 (a) 465 370 259 103

Finance costs 4 (b) (15 329) (1 905 657)

Net finance income/(costs) 450 041 (1 646 554)

Profit/(Loss) before taxation 9 552 843 (2 959 526)

Income tax expense 5 (41 802) (16 268)

Profit/(Loss) for the year/period 9 511 041 (2 975 794)

Other comprehensive income - -

Total comprehensive income/ (loss) for the year/period 9 511 041 (2 975 794)

Earnings/(loss) per share 6 0,25 (0,16)

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Statement of financial positionAs at 31 December 2016

2016 2015

Notes USD USD

Assets

Non Current Assets

Financial assets at fair value through profit or loss 7 41 145 806 6 579 059

Loans receivable 8 1 369 340 4 253 310

Total non current assets 42 515 146 10 832 369

Current assets

Financial assets at fair value through profit or loss 7 1 728 050 -

Loans receivable 8 2 191 656 3 662 157

Other receivables 9 20 489 13 000

Cash at bank 98 643 2 497

Total current assets 4 038 838 3 677 654

Total assets 46 553 984 14 510 023

Equity and liabilities

Equity

Stated capital 10 38 310 317 15 196 031

Revenue reserves/(deficit) 6 535 247 (2 975 794)

Total equity 44 845 564 12 220 237

Non-current liabilities

Loan payable 12 1 585 128 2 176 494

Current liabilities

Income tax payable 5 58 070 16 268

Other payables 11 65 222 97 024

Total current liabilities 123 292 113 292

Total liabilities 1 708 420 2 289 786

Total equity and liabilities 46 553 984 14 510 023

Approved by the Board of Directors on …………...………………….. and signed on its behalf by:

……………………………. …………………………….Director Director

17th March 2017

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Statement of changes in equityAs at 31 December 2016

Stated capital

Revenue Reserves/(deficit)

Total

USD USD USD

Issue of shares 19 987 432 19 987 432

Loss for the period - (2 975 794) (2 975 794)

Share buy back (4 791 401) (4 791 401)

Balance at 31 December 2015 15 196 031 (2 975 794) 12 220 237

Balance at 1 January 2016 15 196 031 (2 975 794) 12 220 237

Issue of shares 23 114 286 23 114 286

Profit for the year - 9 511 041 9 511 041

Balance at 31 December 2016 38 310 317 6 535 247 44 845 564

36

Statement of cash flowsFor the year ended 31 December 2016

2016 2015

Cash flows from operating activities USD USD

Profit/(loss) before taxation 9 552 843 (2 959 526)

Adjustments for :

Dividend income (693 722) -

Fair value adjustment on investment (8 486 786) 984 400

Loss on share exchange - 178 337

Loss on redemption of shares 156 692 -

26 484 -

Finance income (465 370) (259 103)

(305 978) -

Finance costs 15 329 1 905 657

Cash flows before working capital changes (200 508) (150 235)

Changes in other receivables (2 064 880) (12 000)

Changes in other payables 22 814 121 116

Net cash used in operating activities (2 242 554) (41 119)

Cash flows from investing activities

Dividend received 702 733 -

Proceeds from loans receivable 2 420 245 -

Acquisition of investments (1 725 000) (725)

Disposal of investment 1 599 752 -

Net cash from/(used in) investing activities 2 997 730 (725)

Cash flows from financing activities

Loan repayment (659 030) -

Proceeds from issue of shares - 38 809

Loan received - 5 113

Net cash (used in)/from financing activities (659 030) 43 922

Net movement in cash and cash equivalents 96 146 2 078

- 419

Cash and cash equivalent at start 2 497 -

Cash and cash equivalents at end 98 643 2 497

37

Notes to and forming part of the financial statementsFor the year ended 31 December 2016

1. General information

(a) Tadvest Limited (“the Company”) is a limited liability Company, incorporated on 5 November 2014 in accordance with the Mauritius Companies Act 2001. The Company is registered with the Financial Services Commission as a company holding a Global Business Licence Category 1 (GBL-C1) on 6 November 2014. The Company was listed on the Stock Exchange of Mauritius on 3 February 2016 and on the Namibian Stock Exchange on 5 February 2016. The address of

Mauritius. The principal activity of the Company is that of an investment holding.

The financial statements of the Company for the year ended 31 December 2016 were authorised for issue on the date the financial statements were approved by the Directors as stamped on the statement of financial position.

2. Basis of preparation

(a) Statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and interpretations issued by the Standing Interpretations Committee of the IASB.

(b) Basis of measurement

The financial statements have been prepared on a historical basis except for financial assets at fair value through profit or loss which are measured at fair value.

(c) Functional and presentation currency

The financial statements of the Company are presented in United States Dollar (‘USD’). The Company’s business or other activity is carried in USD, which is the Company’s functional currency.

(d) Use of the estimates and judgment

The preparation of financial statements in conformity with IFRS requires management to make estimates and

.raey gnitroper eht gnirud sesnepxe dna seunever fo stnuoma detroper eht dna stnemetats laicnanfi eht fo etad eht ta

Estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are

3. Significant accounting policies

3.1 New and amended standards and interpretations

Amendments to IAS 27: Equity Method in Separate Financial Statements.

beginning on or after 1 January 2016. The Company has not early adopted any other standard, interpretation or

applied for the first time in 2016, they did not have a material impact on the annual financial statements of the Company. The nature and the impact of each new standard or amendment are described below:

38

IFRS 14 Regulatory Deferral Accounts

IFRS 14 is an optional standard that allows an entity, whose activities are subject to rate-regulation, to continue applying most of its existing accounting policies for regulatory deferral account balances upon its first-time adoption of IFRS. Entities that adopt IFRS 14 must present the regulatory deferral accounts as separate line items on the statement of financial position and present movements in these account balances as separate line items in the statement of profit or loss and OCI. The standard requires disclosure of the nature of, and risks associated with, the entity’s rate-regulation

is not involved in any rate-regulated activities, this standard does not apply.

Amendments to IFRS 11 Joint Arrangements: Accounting for Acquisitions of Interests

The amendments to IFRS 11 require that a joint operator accounting for the acquisition of an interest in a joint operation, in which the activity of the joint operation constitutes a business, must apply the relevant IFRS 3 Business Combinations principles for business combination accounting. The amendments also clarify that a previously held interest in a joint operation is not remeasured on the acquisition of an additional interest in the same joint operation if joint control is retained. In addition, a scope exclusion has been added to IFRS 11 to specify that the amendments do not apply when the parties sharing joint control, including the reporting entity, are under common control of the same ultimate controlling party.

The amendments apply to both the acquisition of the initial interest in a joint operation and the acquisition of any additional interests in the same joint operation and are applied prospectively. These amendments do not have any impact on the Company as there has been no interest acquired in a joint operation during the period.

Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortisation

The amendments clarify the principle in IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is a part) rather than the economic benefits that are consumed through use of the asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortise intangible assets. The amendments are applied prospectively and do not have any impact on the Company.

Amendments to IAS 27: Equity Method in Separate Financial Statements The amendments allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. Entities already applying IFRS and electing to change to the equity method in their separate financial statements have to apply that change retrospectively. These amendments do not have any impact on the Company’s financial statements.

Annual Improvements 2012-2014 Cycle These improvements include: IFRS 5 Non-current Assets Held for Sale and Discontinued Operations Assets (or disposal groups) are generally disposed of either through sale or distribution to the owners. The amendment clarifies that changing from one of these disposal methods to the other would not be considered a new plan of disposal, rather it is a continuation of the original plan. There is, therefore, no interruption of the application of the requirements in IFRS 5. This amendment is applied prospectively.

39

IFRS 7 Financial Instruments: Disclosures

(i) Servicing contractsThe amendment clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset. An entity must assess the nature of the fee and the arrangement against the guidance for continuing involvement in IFRS 7 in order to assess whether the disclosures are required. The assessment of which servicing contracts constitute continuing involvement must be done retrospectively. However, the required disclosures need not be provided for any period beginning before the annual period in which the entity first applies the amendments.

(ii) Applicability of the amendments to IFRS 7 to condensed interim financial statements

statements, unless such disclosures provide a significant update to the information reported in the most recent annual report. This amendment is applied retrospectively.

Amendments to IAS 1 Disclosure Initiative

The amendments to IAS 1 clarify, rather than significantly change, existing IAS 1 requirements. The amendments clarify:

· The materiality requirements in IAS 1

disaggregated

aggregate as a single line item, and classified between those items that will or will not be subsequently reclassified to profit or loss.

IAS 34 Interim Financial Reporting

The amendment clarifies that the required interim disclosures must either be in the interim financial statements or incorporated by cross-reference between the interim financial statements and wherever they are included within the interim financial report (e.g., in the management commentary or risk report). The other information within the interim financial report must be available to users on the same terms as the interim financial statements and at the same time. This amendment is applied retrospectively.

These amendments do not have any impact on the Company.

Amendments to IFRS 10, IFRS 12 and IAS 28 Investment Entities: Applying the Consolidation Exception

The amendments address issues that have arisen in applying the investment entities exception under IFRS 10 Consolidated Financial Statements. The amendments to IFRS 10 clarify that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair value.

Furthermore, the amendments to IFRS 10 clarify that only a subsidiary of an investment entity that is not an investment entity itself and that provides support services to the investment entity is consolidated. All other subsidiaries of an investment entity are measured at fair value.

The amendments to IAS 28 Investments in Associates and Joint Ventures allow the investor, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to its interests in subsidiaries.

These amendments are applied retrospectively and do not have any impact on the Company as it is an investment entity.

40

Numerous new standards, amendments and interpretations to existing standards have been issued but are not yet

to assess the impact on the Company’s operations.

IFRS 9 — Financial Instruments

IFRS 9 Financial Instruments issued on 24 July 2014 is the IASB’s replacement of IAS 39 Financial Instruments: Recognition and Measurement. The Standard includes requirements for recognition and measurement, impairment, derecognition and general hedge accounting. The IASB completed its project to replace IAS 39 in phases, adding to the standard as it completed each phase.

on or after 1 January 2018 with early adoption permitted (subject to local endorsement requirements). For a limited period, previous versions of IFRS 9 may be adopted early if not already done so provided the relevant date of initial application is before 1 February 2015.

IFRS 9 does not replace the requirements for portfolio fair value hedge accounting for interest rate risk (often referred to as the ‘macro hedge accounting’ requirements) since this phase of the project was separated from the IFRS 9 project due to the longer term nature of the macro hedging project which is currently at the discussion paper phase of the due process. In April 2014, the IASB published a Discussion Paper Accounting for Dynamic Risk management: a Portfolio Revaluation Approach to Macro Hedging. Consequently, the exception in IAS 39 for a fair value hedge of an interest rate exposure of a portfolio of financial assets or financial liabilities continues to apply.

IFRS 15 — Revenue from Contracts with Customers

IFRS 15 specifies how and when an IFRS reporter will recognise revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides a single, principles based five-step model to be applied to all contracts with customers.

IFRS 15 was issued in May 2014 and applies to an annual reporting period beginning on or after 1 January 2017.

3.3 Significant accounting policies

(a) Revenue recognition

Revenue is recognised as follows:

• Dividend income – when the shareholders’ right to receive payment is established.

• Interest income – as it accrues unless collectability is in doubt. (b) Foreign currency translation

Functional and presentation currency The financial statements of the Company are presented in United States Dollar (‘USD’). The Company’s business or other activity is carried out in a currency other than the Mauritian rupee, which is a requirement of the Financial Services Act 2007. The directors of the Company have determined that the functional currency should be in USD as the principal financing currency. Transactions in foreign currencies are translated using average rates of exchange for the period. Monetary assets and liabilities in foreign currencies are translated at the rate of exchange ruling at the reporting date. Any foreign

41

Transactions and non-monetary items are translated at the exchange rates ruling when the transactions occurred. Income statement items are translated at the appropriate weighted average exchange rate for the period. Monetary items are translated at the closing exchange rates. Translation gains and losses are taken to the statement of profit or loss and other comprehensive income for the period.

(c) Expense recognition

All expenses are accounted for in the statement of profit or loss and other comprehensive income on the accrual basis

(d) Provisions

Provisions are recognised when the Company has a present obligation as a result of a past event, and it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the reporting date. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.

(e) Transaction costs

Transaction costs are legal and professional fees incurred to structure a deal to acquire the financial assets at fair value through profit or loss. They include the upfront fees and commissions paid to agents, advisers, brokers, dealers and due diligence fees. Transaction costs, when incurred, are immediately recognised in profit or loss as an expense.

(f) Impairment

At each closing date, the Company reviews the carrying amounts of its assets to determine whether there is any

amount is estimated in order to determine the extent of the impairment loss (if any). An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount which is the higher of an asset’s net selling price and value in use, that is the present value of estimated future cash flows expected to arise from continuing to use the asset and from its disposal at the end of its useful life. Impairment losses are recognised in the statement of profit or loss and other comprehensive income.

An impairment loss is recognised as an expense in the statement of profit or loss and other comprehensive income immediately, unless the asset is carried at a revalued amount in which case the impairment loss is recognised against the revaluation or fair value reserve for the asset to the extent that the impairment loss does not exceed the amount held in the revaluation or fair value reserve for that same asset. Any excess is recognised immediately in the statement of profit or loss and other comprehensive income.

(g) Other receivables

(h) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank, and other short-term highly liquid investments that are readilyconvertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are initiallyand subsequently recorded at fair value.

(i) Other payables

Other payables are stated at their cost.

42

(j) Accrued expenses

These are accruals and other payables and are initially recognised at fair value plus direct attributable

(k) Derecognition of financial assets and liabilities

Financial assets are derecognised when the contracted rights to receive the cash flows from the assets have expired, substantially all risks and rewards of ownership of the assets or control of the assets are transferred. Financial liabilities are derecognised when the obligation under the liability is discharged, cancelled or expired.

(l) Taxation

Income tax on the profit or loss for the period comprises of current and deferred tax. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of prior years.

between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted at reporting date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profit will be available against which the assets can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(m) Financial instruments The Company classifies financial assets and financial liabilities into the following categories:

• Financial assets at fair value through profit or loss – held for trading

• Financial assets at fair value through profit or loss – designated

• Available-for-sale financial assets

Classification depends on the purpose for which the financial instruments were obtained/incurred and takes place at initial recognition. Classification is re-assessed on an annual basis, except for derivatives and financial assets designated as at fair value through profit or loss, which shall not be classified out of the fair value through profit category.

Derecognition Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the company has transferred substantially all risks and rewards or ownership. Financial assets classified as at fair value through profit or loss, which are no longer held for the purposes of selling or repurchasing in the near term may be reclassified out of that category:

• in rare circumstances;

• if the asset met the definition of loans and receivables and the entity has the intention and ability to hold the asset for the foreseeable future or until maturity.

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• No other reclassifications may be made into or out of the fair value through profit or loss category. A financial asset classified as available-for-sale that would have met the definition of loans and receivables, may be classified to loans and receivables if the entity has the intension and ability to hold the asset for the foreseeable future or until maturity.

Initial recognition and measurement

Financial instruments are recognised initially when the company becomes a party to contractual provisions of the instruments.

The company classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not determinable which are measured at cost and are classified as available-for-sale financial assets.

Subsequent measurement

Financial instruments at fair value through profit or loss are subsequently measured at fair value, with gains and losses arising from changes in fair value being included in profit of loss for the. period.

Net gains or losses on the financial instruments at fair value through profit or loss excludes dividends and interest.

Dividend income is recognised in profit or loss as part of other income when the Company’s right to receive payment is established.

Available-for-sale financial assets are subsequently measured at fair value. This excludes equity investments for which a fair value is not determinable, which are measured at cost less accumulated impairment losses.

Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in equity until the asset is disposed of or determined to be impaired. Interest on available-for-sale financial assets received on available-for-sale equity instruments are recognised in profit or loss as part of other income when the company’s right to receive payment is established.

(n) Stated capital

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 are classified as equity.

3.4 Significant judgments and sources of estimation uncertainty

Determination of investment entity status

The Company is required to assess whether it is an investment entity by considering all the facts and circumstances including its purpose and design. The Company possesses the three elements of the definition of an investment entity, which are:

• It has obtained funds for the purpose of providing investors with investment management services;

• Its business purpose, which was communicated directly to investors, is investing solely for returns from capital appreciation and investment income; and

• The performance of its investments made is measured and evaluated on a fair value basis.

Further, the Company displays the typical characteristics of an investment entity. It holds multiple investments and ownership interests in the Company are in the form of shares, which are exposed to variable returns from changes in fair value of the Company’s net assets.The Company did not display the typical characteristics of an investment entity in the following instances. However, for the reasons included below, these did not disqualify it from being an investment entity.

44

• It has investors who are related parties of the entity. There are instances where investors occupy executive or non-executive positions on certain of the investee’s boards. These directors do not receive any director’s remuneration or fees, other than incidental reimbursement of travel costs. The instances where these investors are seen to be related parties to the investment entity or its investees, do not result in any benefits other than capital appreciation and investment income derived from these investments.

• There are Limited Guarantees issued by the Company and its investees in favour of SWS 11 Limited to secure the borrowing for the acquisition of investments. This is not substantial to the rest of the portfolio and it was structured in this way to ensure that the maximum capital growth could be obtained through gearing. The business purpose of the Company therefore remains to hold its investments solely for capital appreciation and/or investment income.

Subsequent measurement

Fair value determination The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the company establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, option pricing models, making maximum use of market inputs and relying as little as possible on entity specific inputs.

FVTPL financial assets are non-derivatives that are either designated as FVTPL or are not classified as loans and receivables, held-to-maturity investments, or available for sale.

Listed ordinary shares held by the Company that are traded in an active market are classified as FVTPL and are stated at fair value at the end of each reporting period. The Company also has investments in unlisted shares that are not traded in an active market but that are measured at fair value. Changes in the carrying amount of FVTPL monetary financial assets relating to changes in foreign currency rates are recognised in profit or loss.

The fair value of FVTPL monetary financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate prevailing at the end of the reporting period.

4. Finance income/costs

2016 2015

USD USD

(a) Finance income

Interest income 152 579 162 678

Exchange gain 312 791 96 425

Total finance income 465 370 259 103

(b) Finance costs

Unrealised exchange loss - (1 815 250)

Exchange loss - (52 318)

Interest expense (15 329) (38 089)

Total finance costs (15 329) (1 905 657)

Net Finance income/(costs) 450 041 (1 646 554)

45

5. Income tax

The Company is subjected to income tax in Mauritius on its worldwide income at the rate of 15%. It is however, entitled

of its Mauritian tax liability arising from its foreign source income.

2016 2015

USD USD

Withholding tax on interest income 11 830 16 268

(a) 2016 2015

USD USD

Profit/(Loss) before taxation 9 552 843 (2 959 526)

1 432 926 (443 929)

Non allowable expenses 36 869 313 956

Exempt income (1 319 937) (80 650)

Foreign tax credit 119 886 -

- 210 623

Withholding tax 11 830 16 268

Income tax as per statement of profit or loss and other comprehensive income 41 802 16 268

(b) Tax liability 2016 2015

USD USD

Opening balance 16 268 -

Charge for the year 41 802 16 268

Closing balance 58 070 16 268

46

6. Earnings/(loss) per share2016 2015

Earnings per share has been based on the following:

Profit/(Loss) for the year /period (USD) 9 511 041 (2 975 794)

Weighted average number of shares 38 738 358 18 789 581

47

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49

Note (i) By a sale of shares and claim agreement, it was decided to acquire 1 Cumulative Redeemable Preference Share Class B and ZAR 2,830,000 loan claims from Harleton Finance Corp. (HFC), a company duly incorporated in British Virgin

issued 3,027,436 ordinary shares to HFC at USD 1 each.

Note (ii) By a sale of shares and claim agreement, it was decided to acquire 19 Ordinary shares and ZAR 5,311,011 loan claims held by HFC in Broadacres Retreat (Pty) Ltd for a consideration of USD 482,819. In return the Company issued 482,819 ordinary shares to HFC at USD 1 each.

Note (iii)By a sale of shares and claim agreement, it was decided to acquire 2,000 ordinary shares and ZAR 35,437,797 loan claims held by HFC in Tadvest Industrial (Proprietary) Ltd (previously Old Abland (Proprietary) Limited). In return the Company issued 7,031,179 ordinary shares to HFC at USD 1 each. As per a sale and restructure agreement dated 8 December 2015, it has been agreed to sell the Investment held in Tadvest Industrial (Proprietary) Ltd (previously Old Abland (Proprietary) Limited) to Tadvest SA (Proprietary) Ltd at USD 4,393,114 (ZAR 63,382,067) in exchange for 99,900 shares in Tadvest SA (Proprietary) Ltd. The fair value of the investment in Tadvest Industrial (Proprietary) Ltd at the date of sale amounted to USD 4,571,451 (ZAR 65,955,043).

Note (iv) By a sale of shares agreement, it was decided to acquire 300 Ordinary shares held by HFC in FNT Food (Pty) Ltd for a consideration of USD 1,569,783. In return the company issued 1,569,783 ordinary shares to HFC. at USD 1 each. By a Director’s resolution dated 30 September 2015, it was resolved to transfer the investments held in FNT Food (Pty) Ltd to Semmatrix in consideration for the shares bought back from the latter. The shares were transferred at USD 1,311,820.

Note (v) By a sale of shares and claim agreement, it was decided to acquire loan claims of ZAR 35,437,797 held by HFC in Tadvest Industrial (Proprietary) Ltd settled by way of 9,115,828 Ordinary shares in Pivotal Fund Limited. By a Director’s resolution dated 30 September 2015, it was resolved to transfer the investments held in Pivotal Fund Limited to Semmatrix in consideration for the shares bought back from the latter. The shares were transferred at USD 3,531,899. Note (vi) By a sale of shares agreement, it was decided to acquire 55,050 Ordinary shares held by HFC in Kemtek Imaging Systems Holdings (Pty) Ltd for a consideration of USD 1,213,662. In return the Company issued 1,213,662 ordinary shares to HFC.

Note (vii) •

has been unbundled into investment in shares as follows:

• AUD 5,782,818 in respect of the Ordinary shares and AUD 218,182 of the preference shares of Trakka Corp Pty Ltd,

• AUD 27 in respect of 20% member’s Interest in the equity of Trakka USA,

• AUD 30 in respect of issued ordinary shares of Byfield Optics

• AUD 218,520 in respect of issued ordinary shares of Swe Systems

Note (viii)

Included in the total additions of USD 29,444,358 were acquisitions of USD 27,719,358 as non cash and USD 1,725,000 represent cash transaction.

7. Financial assets held at fair value through profit or loss (continued)

51

8. Loans receivable2016 2015

USD USD

More than one year

Loan to Abbeymead Enterprises Limited (note 1) - 183 956

Loan to Broadacres Retreat (Pty) Limited (note 1) 388 447 345 226

Loan to CRH Investments (Pty) Limited:

ZAR denominated - 6.5% per annum (note 2) - 1 723 037

USD denominated - Libor (0.85555) +2% per annum (note 2) - 170 864

EUR denominated - Libor (0.15671) +2% per annum (note 2) - 321 546

Loan to Gencor Ventures Pty Limited - 0.7% per annum 980 893 1 508 681

1 369 340 4 253 310

Within one year

Loan to Byfield Optics (note 1) 142 356 -

Loan To SWS 11 Limited (note 1) 2 049 300 -

Loan to Lightsource Trust - (note 1) - 3 662 157

2 191 656 3 662 157

Total Loans receivable 3 560 996 7 915 467

Note 1 - Loans are repayable on notice and are interest free.

Note 2 - Interest has been capitalised

9. Other receivables2016 2015

USD USD

Prepayments and other receivables 5 825 9 160

Interest receivable 14 664 3 840

20 489 13 000

The other receivables are unsecured, interest free and with no fixed terms.

10. Stated capital2016 2015

Ordinary shares of no par value USD USD

Balance at start 15 196 031 -

Issue of shares 23 114 286 19 987 432

Buy Back of shares - (4 791 401)

Balance at end 38 310 317 15 196 031

Number of shares

Balance at start 15 196 031 -

Issue of shares 25 682 540 19 987 432

Buy Back of shares - (4 791 401)

Balance at end 40 878 571 15 196 031

52

10. Stated Capital (continued)

The Company has one class of ordinary shares which carries one vote per share and a right to equal share of dividends and other distributions.

A total amount of 19,986,431 Ordinary shares at USD 1 were issued to Harleton Finance Corp on 05 December 2014 in return for Investments and loan claims held by Harleton Finance Corp. The shares were then transferred on 9 June 2015 to Semmatrix.

By a directors resolution dated 30 September 2015, it was resolved that the purchase by the Company of its owns ordinary shares from Semmatrix in accordance with Section 69 of the Companies Act 2001, in consideration for the shares held by the Company in FNT Food Pty Ltd and Pivotal Fund Ltd. On 3 February 2016, the Company listed 15,196,030 shares of Semmatrix on the Stock Exchange of Mauritius. On 19 January 2016, the Stock Exchange of Mauritius approved the listing of up to 60,000,000 ordinary shares. 15,196,030 Ordinary shares on the Stock exchange of Mauritius and up to 44,803,970 throught the private placement on the Namibian Stock Exchange.

634,736,31 dna dtL )ytP( stnemtsevnI HRC ot serahs 401,540,21 deussi ynapmoc eht ,6102 yraurbeF 5 nOshares to Matrix NSX (Pty) Ltd at USD 0.90 per share each through listing on the Namibian Stock Exchange.

11. Other payables2016 2015

USD USD

Payables - 70 596

Accruals 65 222 26 428

65 222 97 024

12. Loan payables2016 2015

USD USD

Loan from Florence Neser Trust 1 585 128 2 176 494

The loan bears interest rate of 0.7% p.a with no fixed repayment terms.

13. Related party transactions2016 2015

USD USD

Investee companies

Loans receivable 3 560 996 2 744 629

Interest income 152 579 158 838

Entities providing key management personnel services

2016 2015

USD USD

Key management personnel services 28 836 10 840

Other services 54 512 40 419

Amount payable - 14 300

52

14. Financial risk management

Fair value

The fair value of financial assets measured at fair value were:

2016 2015

Fair Fair

value value

USD USD

Financial assets held at fair value through profit or loss (FVTPL) 42 873 856 6 579 059

Fair value hierarchy

The Company measures fair values using the following fair value hierarchy that reflects the significance of the inputs in making the measurements: Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the assets or liability that are not based on observable market data (unobservable inputs).

Financial assets at FVTPL Level 1 Level 2 Level 3 Total

USD USD USD USD

2016 - 40 873 784 2 000 072 42 873 856

Level 1 Level 2 Level 3 Total

USD USD USD USD

2015 - 6 579 059 - 6 579 059

Transfers between levels in the fair value hierarchy During the year ended 31 December 2016, no transfers were made from one level to another in the fair value hierarchy for financial assets and liabilities measured at fair value except in Kemtek Imaging System Holdings Ltd with fair value of USD 895,157 (2015:USD 836,770) transferred from level 2 to level 3 as the method of valuation changed from using recent transaction to net asset value.

Valuations techniques and process The company uses a number of techniques to determine the fair value of its investments classified as financial assets at fair value through profit or loss. Recent market transaction price is deemed suitable for acquisitions made close to the reporting date and the price, if not in the functional currency, is retranslated using the spot rate at that date. The Company also makes use of net asset value (NAV) of the respective investees published or communicated where these NAV represents the price at which the instruments are traded. Multiple method assesses the fair value of an asset by using multiples such as earnings multiples available for entities in the industry and adjusts as appropriate to reflect the specific characteristics of the valued asset. Discounted cash flow model involves the determination of a series of cash flows using assumptions and applying a relevant market derived discount rate to reach the present value of the asset.

The Company made use of an external valuer to determine the fair value of its investments classified under level 3. The techniques, assumptions and other inputs are defined after discussions with the management of the Company. Changes from one period to the next are reviewed and analysed to ascertain their correctness.

53

14. Financial risk management (continued)

Significant unobservable inputs to valuation The significant unobservable inputs used in the fair value measurements categorised within Level 3 of the fair value hierarchy, together with a quantitative sensitivity analysis are as shown below:

2016

Valuation method Investment Fair value Significant unobservable

inputs

Range Sensitivity fair value"

USD USD

Net asset value (NAV) SWS 11 Limited 1 104 915 NAV per share - +5% 55 246

-5% (55 246)

Multiples Kemtek Imaging System Holdings Ltd

895 157 Earnings yield 12,97% +1% (78 187)

-1% 91 253

Lack of control 13,00% +1% (12 097)

-1% 12 097

Lack of marketability

13,00% +1% (12 097)

-1% 12 097

Level 3 reconciliation

The following table shows the reconciliation of all movements in the fair value of financial instruments categorised within Level 3 between the beginning and the end of the reporting period:

Financial assets at fair value through profit or loss

2016 2015

USD USD

Balance at start - -

Addition 100

Transfer from level 2 836 770 -

Net changes in fair value during the year 1 163 202 -

Balance at end 2 000 072 -

Net gains for the year included in profit or loss for assets held at the end of the reporting period

1 163 202 -

The Company’s other financial assets and financial liabilities include loans to related parties, other receivables, cash at bank, other payables and loan payable. The carrying amounts of these assets and liabilities approximate their fair values.

54

Associated risks The Company’s activities expose them to various types of risks in the normal course of their business. The following summary is not intended to be comprehensive summary of all risks.

Market risk

Market risk represents the potential loss that can be caused by a change in the market value of financial instruments. The Company’s exposure to market risk is determined by a number of factors, including interest rates, foreign currency exchange rates and market volatility.

Credit risk

Credit risk is the risk that a counter party to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company’s exposure to credit risk is monitored by management on an ongoing basis. The Company does not have any significant concentration of credit risks. The Company takes on exposure to credit risk, which is the risk that a counter party will be unable to pay amounts in full when due. The carrying amount of financial assets represents the maximum credit exposure The maximum exposure to credit risk at the reporting date was as follows:

2016 2015

USD USD

Loans receivable 3 560 996 7 915 467

Other receivables 19 539 521 21

Cash at bank 98 643 794 2

3 679 178 7 930 089

Currency risk

The Company is exposed to foreign currency risk on its transactions that are denominated in currencies other than in the functional currency. The ZAR has strengthened against the USD since balance sheet date. The ZAR traded at ZAR 13.67 per USD 1 as at 31 December 2016 and is traded at ZAR 12.75 per USD 1 as at close of business on the 16th of March 2017. This resulted in favourable adjustment to the value of the ZAR exposed assets subsequent to balance sheet date and confirmed that there was no indication of impairment due to currency fluctuations.

Currency profile

The currency profile of the Company’s financial assets and liabilities is summarised as follows:

2016 2015

Financialassets

Financial liabilities

Financialassets


USD USD USD USD

EURO (EUR) - - 375 122 -

South African Rand (ZAR) 35 960 270 - 8 208 911 -

Australian Dollar (AUD) 5 607 300 1 585 128 5 174 678 2 211 250

United States Dollar (USD) 4 985 464 65 222 181 296 59 348

Swiss Franc (CHF) - - - 3 100

46 553 034 1 650 350 13 940 007 2 273 698

55

Sensitivity analysis

At the reporting date if exchange rate had strengthened by 5% against the following currencies, the result would be as shown below. The analysis assumes that all other variables, in particular interest rates, remain constant.

Exchange rates to

USD as at 31 December

2016

Exchange rates

to USD as at 31

December 2015

Increase in foreign exchange

rates

Increase/(decrease)in profit after tax

2016 2015

USD USD

EURO (EUR) 0,95 0,91 5% - 18 756

South African Rand (ZAR) 13,67 15,38 5% 1 798 014 410 446

Australian Dollar (AUD) 1,39 1,37 5% 280 365 148 171

Swiss Franc (CHF) 5% - (155)

2 078 379 577 218 Liquidity risk

The Company’s objective is to maintain a balance between continuity of funding and flexibility. It monitors its risk of a cash flow shortfall by using 12-month cash flow forecasts. Moreover the Company has various sources of funding including loans from third parties, loans from companies within the group and capital from shareholders.

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

2016

On Les 1 to 5 More than

Demand 1 Year years 5 Years Total

USD USD USD USD USD


Other payables - 65 222 - - 65 222

Loan payable - - 1 585 128 - 1 585 128

- 65 222 1 585 128 - 1 650 350

2015

On Less than 1 to 5 More than

Demand 1 Year years 5 years Total

USD USD USD USD USD


Other payables - 97 204 - - 97 204

Loan payable - - 2 176 494 - 2 176 494

- 97 204 2 176 494 - 2 273 698

56

15. Capital management

The Company’s primary objectives when managing capital are to safeguard the Company’s ability to continue as a going concern. The Company defines “capital” as including all components of equity. Trading balances that arise as a result of trading transactions with other Companies are not regarded by the Company as capital.

The Company’s capital structure is regularly reviewed and managed with due regard to the capital management practices of the Company. Adjustments are made to the capital structure in light of changes in economic conditions

the determination of the level of dividends, if any, that are declared.

16. Events after the reporting date

Purchase of EPP & Redefine Shares

The Company is in the process of acquiring 375,280 shares in Echo Polska Properties NV and 5,541,480 shares in Redefine Properties Limited for a consideration of approximately USD 5 million, to be settled through issue of the Company’s own shares on the Namibian Stock Exchange to Namib Gate Investments (Pty) Ltd at NAV per share.

Strengthening of the ZAR against the USD

The ZAR has strengthened against the USD since balance sheet date. The ZAR traded at ZAR 13.67 per USD 1 as at 31 December 2016 and traded at ZAR 12.75 per USD 1 as at close of business on the 16th of March 2017. This resulted in a significant increase in fair value of the Company’s ZAR based investments subsequent to 31 December 2016. Due to volatility of the ZAR versus the USD, no adjustments to reported values as at 31 December 2016 are considered appropriate.

17. Comparatives

The comparative figures are for the period from 5 November 2014 (Date of incorporation) to 31 December 2015.

ADMINISTRATION

58

4. ADMINISTRATION

Tadvest Limited(Incorporated in The Republic of Mauritius)

SEM Share Code: TADN0000

NSX Share Code: TADN0000

ISIN: MU0510N00001

Registration number: C126446

Directors: Dave Savage*; Leon Van de Moortele#; Alex Dahm*; Ian Chambers; Deva Marianen *Non-executive; #Independent Non-executive director

SAFYR UTILIS LTD, 7th Floor, Tower 1, NeXteracom Cybercity Ebene 72201, Republic of Mauritius

Telephone: +230 403 4250

Website: http://tadvest.com/

VAT registration number: 27309914

Country of Incorporation: Republic of Mauritius

Email: [email protected]

Auditors: Lancasters Chartered Accounts, 14 Lancaster Court, Lavoquer Street, Port Louis, of Mauritius

Commercial Bankers: The Standard Bank of Mauritius

Company Secretary: Safyr Utilis Ltd

Sponsors

SAFYR Capital Partners Limited (SEM Authorised Representative)

PSG Wealth Management (Pty) Ltd (NSX Authorised Representative)

tadvest limited annual report5 chairman’s report it gives me pleasure to present tadvest...

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