Title of each class
|
Name of each exchange on which registered
|
American Depositary Shares (“ADSs”), each representing 25
ordinary shares, no par value
|
New York Stock Exchange
|
Ordinary Shares, no par value
|
New York Stock Exchange (for listing purposes only)
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
|
|
|
Smaller reporting company
o
|
|
|
Emerging growth company
x
|
U.S. GAAP
o
|
International Financial Reporting Standards as issued by the International Accounting Standards Board
x
|
Other
o
|
|
|
Page
|
|
|
|
|
||
|
||
Part I
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Part II
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Part III
|
|
|
|
||
|
||
|
||
|
|
For the year ended March 31,
|
||||||||||||||||||||||
|
2017
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenue
|
|
$114,823
|
|
|
|
R1,540,058
|
|
|
|
R1,465,021
|
|
|
|
R1,389,380
|
|
|
|
R1,271,658
|
|
|
|
R1,171,480
|
|
Cost of sales
|
(37,188
|
)
|
|
(498,785
|
)
|
|
(439,305
|
)
|
|
(449,663
|
)
|
|
(422,034
|
)
|
|
(424,545
|
)
|
||||||
Gross profit
|
77,635
|
|
|
1,041,273
|
|
|
1,025,716
|
|
|
939,717
|
|
|
849,624
|
|
|
746,935
|
|
||||||
Sales and marketing
|
(13,540
|
)
|
|
(181,601
|
)
|
|
(203,767
|
)
|
|
(171,948
|
)
|
|
(148,012
|
)
|
|
(132,849
|
)
|
||||||
Administration and other charges
(1)
|
(53,816
|
)
|
|
(721,810
|
)
|
|
(682,865
|
)
|
|
(617,908
|
)
|
|
(530,114
|
)
|
|
(428,209
|
)
|
||||||
Operating profit
|
10,279
|
|
|
137,862
|
|
|
139,084
|
|
|
149,861
|
|
|
171,498
|
|
|
185,877
|
|
||||||
Finance income/(cost) - net
|
775
|
|
|
10,391
|
|
|
150,327
|
|
|
80,778
|
|
|
40,660
|
|
|
(6,011
|
)
|
||||||
Profit before taxation
|
11,054
|
|
|
148,253
|
|
|
289,411
|
|
|
230,639
|
|
|
212,158
|
|
|
179,866
|
|
||||||
Taxation
|
(1,999
|
)
|
|
(26,812
|
)
|
|
(106,920
|
)
|
|
(81,623
|
)
|
|
(60,574
|
)
|
|
(51,400
|
)
|
||||||
Profit for the year
|
|
$9,055
|
|
|
|
R121,441
|
|
|
|
R182,491
|
|
|
|
R149,016
|
|
|
|
R151,584
|
|
|
|
R128,466
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owners of the parent
|
|
$9,056
|
|
|
121,458
|
|
|
182,989
|
|
|
149,622
|
|
|
151,589
|
|
|
128,471
|
|
|||||
Non-controlling interests
|
(1
|
)
|
|
(17
|
)
|
|
(498
|
)
|
|
(606
|
)
|
|
(5
|
)
|
|
(5
|
)
|
||||||
|
|
$9,055
|
|
|
|
R121,441
|
|
|
|
R182,491
|
|
|
|
R149,016
|
|
|
|
R151,584
|
|
|
|
R128,466
|
|
(1)
|
Includes other income/(expenses) - net.
|
(2)
|
See note 29 to our consolidated financial statements for further details on earnings per share.
|
(3)
|
Adjusted earnings per share is a non-IFRS financial measure. See “Adjusted earnings per share” as described on page 6 below.
|
(4)
|
See note 30 to our consolidated financial statements for further details on dividends.
|
|
For the year ended March 31,
|
||||||||||||||||||||||
|
2017
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(In thousands, except subscribers)
|
||||||||||||||||||||||
Subscription revenue
|
|
$92,445
|
|
|
|
R1,239,914
|
|
|
|
R1,158,229
|
|
|
|
R998,335
|
|
|
|
R853,716
|
|
|
|
R686,720
|
|
Adjusted EBITDA
(1)
|
|
$22,489
|
|
|
|
R301,613
|
|
|
|
R277,215
|
|
|
|
R282,994
|
|
|
|
R280,678
|
|
|
|
R292,490
|
|
Subscribers
|
622,062
|
|
|
622,062
|
|
|
566,177
|
|
|
512,344
|
|
|
450,502
|
|
|
359,643
|
|
(1)
|
See “Adjusted EBITDA” below for our definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to profit for the year, the most directly comparable financial measure presented in accordance with IFRS.
|
|
For the year ended March 31,
|
|
|
|||||||||||
|
2017
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||
|
(In thousands)
|
|||||||||||||
Cash and cash equivalents
|
$28,018
|
|
R375,782
|
|
R877,136
|
|
R945,381
|
|
R830,449
|
|
|
R147,702
|
|
|
Total assets
|
142,159
|
|
1,906,689
|
|
|
2,378,281
|
|
2,228,608
|
|
1,977,100
|
|
1,152,788
|
|
|
Working capital
|
25,399
|
|
340,659
|
|
|
931,696
|
|
996,085
|
|
849,204
|
|
114,252
|
|
|
Total indebtedness
(1)
|
1,450
|
|
19,449
|
|
|
17,477
|
|
20,469
|
|
31,551
|
|
59,477
|
|
|
Total equity
(2)
|
$107,582
|
|
R1,442,931
|
|
R1,919,808
|
|
R1,864,572
|
|
R1,671,630
|
|
|
R867,874
|
|
(1)
|
Total indebtedness includes amounts outstanding at the balance sheet date for bank overdraft and borrowings.
|
(2)
|
Includes non-controlling interest.
|
Reconciliation of Adjusted EBITDA to profit for the year
|
|||||||||||||||||||||||
|
For the year ended March 31,
|
||||||||||||||||||||||
|
2017
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Adjusted EBITDA
|
|
$22,489
|
|
|
|
R301,613
|
|
|
|
R277,215
|
|
|
|
R282,994
|
|
|
|
R280,678
|
|
|
|
R292,490
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net profit on sale of property, plant and equipment and intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
314
|
|
||||||
Insurance reimbursement
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
3,237
|
|
|
—
|
|
|
—
|
|
||||||
Decrease in restructuring cost provision
|
—
|
|
|
—
|
|
|
333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reversal of impairment
(2)
|
59
|
|
|
791
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation
(3)
|
(7,345
|
)
|
|
(98,508
|
)
|
|
(75,037
|
)
|
|
(61,099
|
)
|
|
(47,887
|
)
|
|
(41,201
|
)
|
||||||
Amortization
(4)
|
(3,335
|
)
|
|
(44,734
|
)
|
|
(47,586
|
)
|
|
(46,294
|
)
|
|
(44,941
|
)
|
|
(56,985
|
)
|
||||||
Impairment
(5)
|
(236
|
)
|
|
(3,166
|
)
|
|
(4,776
|
)
|
|
(1,646
|
)
|
|
(379
|
)
|
|
(5,158
|
)
|
||||||
Share-based compensation costs
|
(247
|
)
|
|
(3,311
|
)
|
|
(5,820
|
)
|
|
(7,578
|
)
|
|
(4,611
|
)
|
|
(3,151
|
)
|
||||||
Equity-settled share-based compensation costs
|
(168
|
)
|
|
(2,247
|
)
|
|
(7,838
|
)
|
|
(5,220
|
)
|
|
(4,611
|
)
|
|
(3,151
|
)
|
||||||
Cash-settled share-based compensation costs
(6)
|
(79
|
)
|
|
(1,064
|
)
|
|
2,018
|
|
|
(2,358
|
)
|
|
—
|
|
|
—
|
|
||||||
Net loss on sale of property, plant and equipment and intangible assets
|
(20
|
)
|
|
(262
|
)
|
|
(208
|
)
|
|
(456
|
)
|
|
—
|
|
|
—
|
|
||||||
Foreign currency translation reserve released due to liquidation of intermediary subsidiary holding company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(394
|
)
|
||||||
Increase in restructuring costs provision
(7)
|
(1,086
|
)
|
|
(14,561
|
)
|
|
—
|
|
|
(11,267
|
)
|
|
(2,745
|
)
|
|
—
|
|
||||||
Non-recurring initial public offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,503
|
)
|
|
—
|
|
||||||
Transaction costs arising from the acquisition of a business
|
—
|
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
(211
|
)
|
|
(38
|
)
|
||||||
Transaction costs arising from investigating strategic
alternatives
(8)
|
—
|
|
|
—
|
|
|
(5,037
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net litigation costs
(9)
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,937
|
)
|
|
—
|
|
|
—
|
|
||||||
Operating profit
|
10,279
|
|
|
137,862
|
|
|
139,084
|
|
|
149,861
|
|
|
171,498
|
|
|
185,877
|
|
||||||
Finance income/(cost) - net
|
775
|
|
|
10,391
|
|
|
150,327
|
|
|
80,778
|
|
|
40,660
|
|
|
(6,011
|
)
|
||||||
Taxation
|
(1,999
|
)
|
|
(26,812
|
)
|
|
(106,920
|
)
|
|
(81,623
|
)
|
|
(60,574
|
)
|
|
(51,400
|
)
|
||||||
Profit for the year
|
|
$9,055
|
|
|
|
R121,441
|
|
|
|
R182,491
|
|
|
|
R149,016
|
|
|
|
R151,584
|
|
|
|
R128,466
|
|
(7)
|
Restructuring costs incurred in fiscal year 2017 and 2015 are described in note 19 to our consolidated financial statements. In fiscal year 2014, the Europe fleet solutions segment implemented a restructuring plan, which resulted in operating cost savings for the segment.
|
(8)
|
Transaction costs incurred in fiscal year 2016 arising from investigating strategic alternatives are described in note 23 to our consolidated financial statements.
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
|
•
|
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;
|
•
|
Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to the Company; and
|
•
|
other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
|
Reconciliation of adjusted earnings
|
|||||||||||||||||||||||
|
For the year ended March 31,
|
||||||||||||||||||||||
|
2017
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Profit attributable to owners of the parent
|
|
$9,056
|
|
|
|
R121,458
|
|
|
|
R182,989
|
|
|
|
R149,622
|
|
|
|
R151,589
|
|
|
|
R128,471
|
|
Net foreign exchange (gains)/losses
|
(110
|
)
|
|
(1,476
|
)
|
|
(144,038
|
)
|
|
(73,525
|
)
|
|
(38,128
|
)
|
|
4,681
|
|
||||||
Income tax effect on the above component
|
(1,141
|
)
|
|
(15,307
|
)
|
|
48,647
|
|
|
25,873
|
|
|
10,458
|
|
|
(1,098
|
)
|
||||||
Adjusted earnings attributable to owners of the parent
|
|
$7,805
|
|
|
|
R104,675
|
|
|
|
R87,598
|
|
|
|
R101,970
|
|
|
|
R123,919
|
|
|
|
R132,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average number of ordinary shares in issue
|
|
|
|
|
|
|
|
|
|||||||||||||||
Basic (’000)
|
629,626
|
|
|
629,626
|
|
|
775,139
|
|
|
789,316
|
|
|
732,171
|
|
|
658,456
|
|
||||||
Diluted (’000)
|
631,819
|
|
|
631,819
|
|
|
783,414
|
|
|
804,385
|
|
|
768,306
|
|
|
674,772
|
|
|
High
|
|
Low
|
|
Average
|
|
Period-end
|
Fiscal year ended March 31,
|
|
|
|
|
|
|
|
2017
|
15.8673
|
|
12.4379
|
|
14.0340
|
|
13.4124
|
2016
|
16.8231
|
|
11.7694
|
|
13.8856
|
|
14.8330
|
2015
|
12.4792
|
|
10.3068
|
|
11.0646
|
|
12.0907
|
2014
|
11.3573
|
|
8.8762
|
|
10.2102
|
|
10.5953
|
2013
|
9.3247
|
|
7.6268
|
|
8.5386
|
|
9.2521
|
|
|
|
|
|
|
|
|
Month
|
|
|
|
|
|
|
|
June 2017 (through June 30, 2017)
|
13.0705
|
|
12.7156
|
|
12.8940
|
|
13.0535
|
May 2017
|
13.6370
|
|
12.8701
|
|
13.2584
|
|
13.1194
|
April 2017
|
13.8788
|
|
12.9900
|
|
13.4442
|
|
13.3693
|
March 2017
|
13.4124
|
|
12.4379
|
|
12.9108
|
|
13.4124
|
February 2017
|
13.4669
|
|
12.9126
|
|
13.1866
|
|
13.0284
|
January 2017
|
13.7630
|
|
13.2908
|
|
13.5803
|
|
13.5007
|
•
|
the belief that our solutions are not required for their needs or are not cost-effective;
|
•
|
a desire to reduce discretionary spending;
|
•
|
a belief that our competitors’ solutions provide a better value;
|
•
|
changes in our customers’ business, and regulations impacting our customers’ business that may decrease the need for our fleet and mobile asset management solutions;
|
•
|
economic downturn in our customers’ industry;
|
•
|
because of a reduction in discounts offered by insurers to vehicle owners who have installed our products; or
|
•
|
a belief that a return on investment cannot be demonstrated.
|
•
|
issue additional equity securities that would dilute our shareholders;
|
•
|
use cash that we may need in the future to operate our business;
|
•
|
incur debt on terms unfavorable to us or that we are unable to repay or that may place burdensome restrictions on our operations;
|
•
|
incur large charges or substantial liabilities; or
|
•
|
become subject to adverse tax consequences, or substantial depreciation or amortization, deferred compensation or other acquisition-related accounting charges.
|
•
|
functionality and reliability;
|
•
|
total cost of ownership;
|
•
|
breadth and depth of application functionality for fleet deployments;
|
•
|
product performance;
|
•
|
interoperability;
|
•
|
brand and reputation;
|
•
|
customer service;
|
•
|
distribution channels;
|
•
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regional geographic expertise, including localized language support, support for applicable government regulations and the ability to comply with local Internet and data privacy regulations;
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size of customer base and reference accounts within key industry segments;
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ability to deliver ongoing value and return on investment;
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ease of deployment and use;
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relevant industry domain expertise and functionality; and
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the financial resources of the vendor.
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the effectiveness and reliability of solutions;
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fluctuations in fuel and vehicle maintenance costs, which are significant drivers of customer demand for fleet management solutions;
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assumptions regarding general mobile workforce inefficiency and the extent to which efficiency can be improved through fleet management solutions;
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the level of governmental and regulatory burdens on the fields of transportation and occupational health and safety;
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the price, performance, features and availability of products and services that compete with ours;
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our ability to maintain high levels of customer satisfaction; and
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•
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the rate of acceptance of web-based solutions generally.
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•
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accepting mobile asset location technologies such as ours as a preferred security product;
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providing premium discounts for using location and recovery products and services such as ours; and
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•
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mandating the use of our products and services, or similar products and services, for certain vehicles.
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lack of familiarity with local markets, including legal and regulatory requirements;
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difficulties in finding and maintaining, or potentially replacing, local dealers and distributors;
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•
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established local competitors;
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laws favoring local competitors;
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the cost and burden of monitoring and complying with legal and regulatory requirements in new territories, and/or changes to existing legal and regulatory requirements, including those relating to the Internet and data privacy and security;
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fluctuations in currency exchange rates or restrictions on currency exchange;
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potentially adverse tax consequences, including the complexities of transfer pricing, value added or other tax systems, double taxation and restrictions and/or taxes on the repatriation of earnings;
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•
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dependence on third parties, including some commercial partners with whom we may not have extensive experience;
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increased financial accounting and reporting burdens and complexities;
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political, social, and economic instability, terrorist attacks, and security concerns in general;
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reduced or varied protection for intellectual property rights in some countries; and
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•
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increased exposure and vulnerability to claims that we have infringed on the intellectual property of third parties.
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political and economic instability, including higher rates of inflation and currency fluctuations;
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higher levels of corruption, including bribery of public officials;
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•
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loss due to civil strife, acts of war or terrorism, guerrilla activities and insurrection;
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a lack of well-developed legal systems which could make it difficult for us to enforce our intellectual property and contractual rights;
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logistical and communications challenges;
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potential adverse changes in laws and regulatory practices, including import and export license requirements and restrictions, tariffs, legal structures and tax laws;
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difficulties in staffing and managing operations and ensuring the safety of our employees;
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restrictions on the right to convert or repatriate currency or export assets;
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greater risk of uncollectable accounts and longer collection cycles; and
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introduction or changes to indigenization and empowerment programs.
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actual or anticipated fluctuations in our financial results or the financial results of our competitors;
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loss of existing customers or inability to attract new customers;
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actual or anticipated changes in our growth rate;
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our announcement of results for a financial reporting period that are lower than expected, whether caused by our results of operations or by currency fluctuations;
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changes in estimates of our financial results or recommendations by securities analysts;
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failure of any of our solutions to achieve or maintain market acceptance;
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changes in market valuations of similar companies;
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changes in our capital structure, including issuances or repurchases of securities or the incurrence of debt;
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announcements by us or our competitors of significant products, technologies, services, contracts, acquisitions, or strategic alliances;
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success of competitive products or services;
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regulatory developments in South Africa, the United States or other countries;
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actual or threatened litigation involving us or our industry;
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additions or departures of key personnel;
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breaches of security;
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general perception of the future of the fleet and mobile asset management market or our solutions;
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sales of ADSs or ordinary shares by our shareholders;
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ADS price and volume fluctuations attributable to inconsistent trading volume levels of the ADSs; and
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changes in general economic, industry, and market conditions.
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the court that pronounced the judgement had jurisdiction to entertain the case according to the principles recognized by South African law with reference to the jurisdiction of foreign courts;
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the judgement is final and conclusive (that is, it cannot be altered by the court which pronounced it);
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the judgement has not lapsed;
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the recognition and enforcement of the judgement by South African courts would not be contrary to public policy, including observance of the rules of natural justice which require that the documents initiating the United States proceeding were properly served on the defendant and that the defendant was given the right to be heard and represented by counsel in a free and fair trial before an impartial tribunal;
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the judgement was not obtained by fraudulent means;
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the judgement does not involve the enforcement of a penal or revenue law of the foreign state; and
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the enforcement of the judgement is not otherwise precluded by the provisions of the South African Protection of Businesses Act of 1978, as amended (“POB Act”).
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the last day of fiscal year 2019;
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the last day of the fiscal year in which our annual gross revenues are $1 billion or more;
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the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities; or
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the last day of any fiscal year in which the market value of our ordinary shares held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.
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as an ADS holder, we will not treat you as one of our shareholders and you will not be able to exercise shareholder rights, except through the depositary as permitted by the deposit agreement;
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•
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distributions on the ordinary shares represented by your ADSs will be paid to the depositary, and before the depositary makes a distribution to you on behalf of your ADSs, any withholding taxes that must be paid will be deducted. Additionally, if the exchange rate fluctuates during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution; and
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•
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we and the depositary may amend or terminate the deposit agreement without the ADS holders’ consent in a manner that could prejudice ADS holders.
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Country
|
Office location
|
South Africa
|
Midrand, Stellenbosch, Durban, Cape Town, Bloemfontein and Nelspruit
|
United States
|
Boca Raton, Florida and Houston, Texas
|
United Kingdom
|
Birmingham and Swindon
|
Australia
|
Perth and Brisbane
|
United Arab Emirates
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Dubai
|
Brazil
|
S
ã
o Paulo
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Thailand
|
Bangkok
|
Uganda
|
Kampala
|
Romania
|
Bucharest
|
•
|
Significant operating costs
. Fuel costs represent a significant cost for fleet operators. For example, the American Transportation Research Institute estimates that fuel and oil, driver wages and benefits, repair and maintenance and truck insurance premium costs collectively represented approximately 80% of total trucking operational costs per mile in 2015. Certain driving behaviors, such as speeding, harsh acceleration, harsh braking and excessive idling contribute to poor fuel efficiency as well as increased wear and tear and maintenance costs.
|
•
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Poor visibility into fleet operations
. Fleet operators frequently maintain vehicles across multiple geographic regions and often lack visibility into their fleets and oversight of their drivers. Poor fleet visibility makes it challenging to optimize fleet utilization, vehicle fleet size and miles driven while still meeting core business and customer servicing requirements. Poor driver oversight makes it difficult for operators to validate hours worked or customers visited, incentivize greater efficiency and discourage unproductive, undesirable or dangerous worker behavior.
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•
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Challenges in maintaining regulatory compliance
. Internal compliance and reporting is driven by legislative and regulatory requirements, which are often subject to change, from regulatory authorities in nearly every jurisdiction globally. This can be particularly burdensome for fleet operators managing large vehicle fleets in multiple jurisdictions. For example, in the United States, fleet operators can face numerous complex regulatory requirements, including mandatory hours of service compliance and fuel tax reporting and more recently electronic logging devices (“ELD”) legislation that requires truck drivers to log their hours of service electronically by December 2017.
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•
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Challenges in managing risk
. Fleet operators are responsible for hiring, training and identifying risks associated with their drivers. Vehicle crashes are a leading cause of workplace injury and lead to significant costs for fleet operators, including financial liability and increased insurance premiums. Fleet operators need visibility into driving behavior to proactively identify and remediate drivers with poor driving habits.
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•
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Inefficient data management
. Fleet operators receive operational information from many disparate sources, including communications from their technicians and customers, paper-based reports, third-party receipts for items such as fuel purchases, vehicle maintenance logs and customer invoices. While simply collecting this unstructured data is burdensome, organizing and analyzing the data to identify trends and other actionable business intelligence can be even more challenging.
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•
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Managing the impact of crime
. Vehicle crime rates in developing regions of the world often far exceed those in the United States and Western Europe, resulting in potentially significant costs for fleet operators and consumers. For example, we estimate that the rate of vehicle theft in South Africa is approximately three times higher than that in the United States.
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•
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Reducing insurance costs
. In developed and developing regions, insurers often provide incentives for fleet operators and consumers who subscribe to a safety and security mobile asset management solution. Some insurance providers will not insure vehicles that lack a tracking solution or will make the insurance premium cost prohibitive without one. Furthermore, insurance provider interest in safety and security solutions has increased following the introduction of driver performance monitoring solutions, which can enable innovative usage-based insurance and claims management initiatives.
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•
|
Complying with regulatory mandates
. The growing introduction of stringent Occupational Health & Safety legislation in developing markets is adding pressure to fleet operators, who need to fulfill their Duty of Care whilst also complying with laws regulating driving hours, rest time, fuel taxes, etc.
|
•
|
Highly scalable solutions
. We have built our software solutions to scale and support geographically distributed fleets of any size. We currently provide services to more than
622,000
subscribers with customers ranging from small fleet operators and consumers to large enterprise fleets with more than 10,000 subscribers.
|
•
|
Robust portfolio of features addressing a full range of customer needs
. We believe we offer one of the broadest ranges of features for fleet and mobile asset management available. For example, for fleet efficiency, we offer vehicle tracking and analysis, fuel consumption and mileage analysis; for regulatory compliance, we offer compliance monitoring, hours of service tracking and fuel tax reporting; for driver improvement, we offer in-vehicle video monitoring and in-cab real-time driver feedback; for risk management, we offer driver scoring and analysis and journey management; and for safety and security, we offer vehicle and asset tracking, crash notifications and vehicle theft recovery.
|
•
|
Insightful business intelligence and reporting
. Our fleet management software is designed to provide our customers with insightful, actionable business intelligence on demand. For example, our premium fleet solution, MiX Fleet Manager, includes data reporting and analysis tools with more than 100 standard reports and the ability for customers
|
•
|
Easily accessible, intuitive applications
. Our web-based solutions are accessible from fixed and mobile computing devices, and provide vehicle and fleet information, dashboard views and alerts and the ability to generate analytical reports from an office or a remote location. Our customers can choose to access our solution via an intuitive web-based interface or through our custom mobile applications developed for the Android and iOS mobile platforms. Fleet operators can also use our software development kits and application program interfaces to integrate our solution directly with their software systems, such as transportation management software, route planning systems and enterprise resource management software.
|
•
|
Software-as-a-service powered by a proven, reliable infrastructure
. Our use of a multi-tenant SaaS architecture allows us to deliver fleet management applications that are highly functional, flexible and fast while reducing the cost and complexity associated with customer adoption. We support our SaaS delivered solutions with a proven infrastructure of redundant servers and other hardware located in secure third-party data centers. We have continued to maintain overall system uptime of over 99.8%, calculated over a rolling period of 5 years.
|
•
|
MiX Fleet Manager
. MiX Fleet Manager is our premier commercial fleet management solution. It is built on a new, scalable software platform for managing enterprise and small vehicle fleets. MiX Fleet Manager can be used to manage enterprise fleets of any size. Fleet management systems provide a wide variety of complex data pertaining to driver behavior and the location, status and operational cost of vehicles and fleets. MiX Fleet Manager is an interactive, web-based system providing secure access to this complex data in a simple, intuitive manner. MiX Fleet Manager gives users live and historical views of driver and vehicle performance information, including vehicle tracking and status information as well as alerts and notifications. Together with our integrated Insight Reports, the solution provides fleet managers with actionable business intelligence in the form of reports and fleet analytics. Customers can also subscribe to premium subscription-based applications supported on MiX Fleet Manager, such as:
|
◦
|
MiX Insight Agility,
an extension to the MiX Insight Reports suite that allows for dynamic data interaction in Microsoft Excel. Unlike static reports, users have the power to create and shape customized reports in the format they prefer.
|
◦
|
MyMiX,
an innovative driver engagement platform that provides professional drivers with easy 24-hour access, via the web or a mobile device, to key information about their performance. Driver scoring, a module available on MyMiX, boasts a sleek, engaging and user-friendly interface accessible from iOS or Android mobile devices.
|
◦
|
MiX Vision, an on-road and in-vehicle video recording solution
, that allows fleet managers to record video footage related to driving behavior and events. We believe MiX Vision addresses an important market need for in-vehicle surveillance, and MiX Vision is fully integrated with our premium fleet management solutions to enable event-driven or time based video recording. We have recently expanded the MiX Vision solution to optionally support two additional external cameras.
|
◦
|
MiX Rovi
, an in-vehicle display and communications system allowing fleet operators to streamline their fleet operations through improved communication between drivers and their back offices. Customized data inputs are configured in MiX Fleet Manager and can be updated locally or remotely via the Internet. For example, a fleet operator of delivery vehicles can set custom data inputs for information relating to deliveries, such as quantities delivered and collected, times of arrival and departure or time spent at unscheduled stops.
|
◦
|
MiX RIBAS
, an in-cab driving aid that helps drivers improve their driving style. Using an unobtrusive system of symbols with red, amber and green status lights accompanied by audible warning tones, drivers receive feedback on their driving style in real-time, enabling customers to manage improvements in driver and vehicle performance and reductions in fuel consumption and accident rates.
|
◦
|
MiX Hours of Service,
allows for the real-time monitoring and compliance of legislated or regulated hours of work for the United States, Canada and Europe. Recently mandated ELD legislation in the United States requires truck drivers to log their hours of service electronically by December 2017. European customers can also use our optional MiX 3D product to download and archive digital tachograph data as required by European law. This add-on has also been extended to accommodate regions with non-regulated driving hours legislation, such as the Middle East and Africa, allowing fleet operators to easily set their own driving hours rules and measure activity to reduce fatigue related incidents.
|
◦
|
MiX Journey Management,
offers an easy-to-use electronic alternative to paper-based systems that ensures all risks relating to journeys are readily visible to decision makers when it matters most. MiX Journey Management suits fleet operators across diverse industries, and is ideal for those with large fleets of vehicles that travel long distances and carry passengers or cargo.
|
◦
|
MiX Go,
is a mobile phone based task management solution for effective communication and engagement with mobile fieldworkers, combining all the benefits of navigation, tracking and template-driven e-forms. Managers can create tasks for their employees via the MiX Fleet Manager platform, and keep an eye on the progress of these tasks from start to finish.
|
•
|
MiX Fleet Manager Essential
. MiX Fleet Manager Essential is our mid-range fleet management system designed to provide vehicle and fleet tracking, location, driver event and status information without the complexity of a full enterprise fleet management system. By providing real-time information in an intuitive and user-friendly format, MiX Fleet Manager Essential provides fleet operators with the essential information needed to efficiently and effectively manage and operate their vehicle fleets. Customers can access data and reporting functionality via a web-based interface or our mobile applications.
|
•
|
Matrix
. Our Matrix suite of mobile asset management solutions is designed for entry-level fleets and consumers. The Matrix range of solutions can provide real-time and historical vehicle tracking and positioning, unauthorized vehicle use alerts, panic emergency response, crash alerts, driver behavior alerts, fuel tax logbooks and vehicle maintenance notifications. Users can access their Matrix subscription functionality via a web-based interface or our mobile applications.
|
•
|
Beam-e
. Beam-e leverages our large network of subscribers as a crowdsourcing platform to locate vehicles without the expense of utilizing a traditional cellular network connection. Each Beam-e device communicates with other nearby devices in order to form a crowdsourced network that interfaces with our systems. Rental car companies, consumers and owners of high-value mobile assets can use Beam-e to provide entry-level tracking and recovery services at an upfront cost and monthly subscription price point that is well below the cost of traditional vehicle tracking solutions. We currently offer Beam-e in South Africa and are evaluating opportunities for expansion into other geographies which are similar to South Africa.
|
•
|
MiX Tabs,
a highly effective solution, based on our Beam-e technology, to keep track of valuable assets including generators, light towers, storage tanks and pumps. The solution allows for increased visibility of corporate assets, resulting in improved asset utilization and reduced loss.
|
•
|
Vehicle tracking
. Our vehicle tracking functionality allows our customers to pinpoint the exact locations of vehicles using real-time data. Notifications about vehicle activity and status are accessed through a web-based interface or our mobile applications. Our customers also have the ability to access historical tracking data for analysis.
|
•
|
Location management
. Our location management and geofencing features allow customers to easily designate geographic areas in which vehicles are allowed or not allowed to travel, or areas deemed dangerous or high risk. Customers receive notifications when a vehicle enters or exits unauthorized regions or locations.
|
•
|
Vehicle security
. Our vehicle security solution provides our customers with security options tailored to individual requirements. We offer vehicle tracking and recovery features, providing safety and security for our customers and their vehicles and helping to reduce the costs associated with theft.
|
•
|
Reporting
. We provide our customers with on-demand reports enabling access to a wide range of fleet data. Our reports contain detailed information about driver behavior, vehicle location, idle time, miles and hours driven, average speed, acceleration, crash analysis and vehicle diagnostics. We also offer premium data visualization and business intelligence tools.
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•
|
Regulatory compliance
. Customers can use our solutions to assist in regulatory compliance, for example hours of service and fuel tax reporting.
|
•
|
Vehicle and driver management
. We provide functionality for customers to manage licenses, registrations, certifications, in-vehicle video monitoring and other vehicle and driver requirements.
|
•
|
Messaging
. With MiX Rovi and MiX Go, fleet operators can communicate efficiently and effectively with their drivers. Custom menus direct driver workflow, jobs and navigation, ensuring drivers arrive at the correct destination and improving communication between fleet operators and their drivers.
|
•
|
Mobile access
. We provide information to users via a variety of mobile platforms, including iOS and Android, and provide our customers with access to actionable business intelligence on their vehicles and mobile assets from the office or remotely.
|
•
|
Application integration
. Our software development kits allow our customers to integrate our applications with their existing enterprise software systems and allow for increased customization of our fleet reports, vehicle tracking alerts and location management features.
|
•
|
Real time monitoring.
We offer active real time driver behavior monitoring and risk management services.
|
•
|
Globalized sales, distribution and support capabilities
. We currently maintain a direct or indirect sales and support presence, with localized application support in multiple languages, in countries across Africa, Australasia, Europe, the Middle East, North America and South America. We believe our global presence gives us an important advantage in competing for business from multinational enterprise fleet customers such as Baker Hughes, Bechtel Corporation, BP, Chevron, DHL, G4S, Halliburton, Nestlé, PepsiCo, Praxair, Scania, Schlumberger, Shell, The Linde Group, Total and Weatherford, who often prefer to consolidate disparate fleet management systems.
|
•
|
Solutions adaptable to multiple customer segments
. We believe that by leveraging our common core technologies, personnel and systems, we can cost-effectively develop and sell a range of subscription-based fleet and mobile asset management solutions that are designed to meet the functionality and price needs of multiple customer segments, including fleet operators and consumers. Our fleet management solutions include targeted functionality to address the distinct needs of key industry segments, including oil and gas, transportation and logistics, government and municipal, bus and coach, and rental and leasing, as well as for the needs of consumers. We believe that offering a range of subscription-based solutions maximizes our ability to serve the addressable market and offers an appealing value proposition to our customers, while distinguishing ourselves from competitors that offer a single, one-size-fits-all solution.
|
•
|
Focus on safety and security
. Most of our solutions incorporate safety and security features enabling our customers to enhance their drivers’ and passengers’ personal safety, encourage safe driving behavior, and protect their investment in their vehicles. We also offer web-based driver training, proactive journey management and other related services to provide a turnkey safety and security solution to manage risk and fatigue-related incidents. Our differentiated safety and security features have particularly strong appeal to customers in regulated industries, such as oil and gas, customers in industries exposed to liability concerns, such as bus and coach, and customers operating in high crime regions. We perform training and land transport assessments for customers to assist them in establishing and maintaining safety levels. We believe our safety and security offerings also help our customers to reduce operating costs associated with the training of drivers.
|
•
|
Track record of innovation
. Our investment in software development is core to our business strategy. Our software teams employ an agile software development methodology. We have made significant investment in product development, and we have routinely been among the first to market with innovative solutions and features that cater to the needs of our customers. For example, in fiscal year 2015, we started the rollout of a fully re-written software front end, MiX Fleet Manager, built on latest generation web technologies and added a revamped Hours of Service module. In fiscal year 2016, we released MiX Insight Agility, an Iridium alternative in addition to our traditional Inmarsat Satcomms solution, on-line Journey Management, extended our Hours of Service solution for non-regulated markets and MiX Go, a mobile phone based task management solution. In fiscal year 2017, we introduced MiX Tabs for non-powered asset management that leverages the underlying technology that powers Beam-e, we enhanced MiX Vision by adding support for two additional cameras, and we released a server-side events module. This was over and above the continued evolution of our existing products such as MiX Fleet Manager, MiX Hours of Service, MiX Insight Reports, MiX Journey Management and MiX Go which were all enhanced during the year.
|
•
|
Longstanding, established market position
. We have a 21-year history, a geographically diverse sales and marketing footprint, a large established network of distributors and dealers, and a large base of satisfied customers. Our robust and referenceable customer base, including numerous Forbes Global 2000 enterprises, is a critical selling point to both large enterprise fleets and small fleet operators.
|
•
|
Acquiring new customers and increasing sales to existing customers
. We believe the market for fleet and mobile asset management solutions is large and growing, creating a significant opportunity for us to expand our customer base. Additionally, we believe we have the opportunity to expand our fleet management market share among our existing customer base by demonstrating our value proposition, growing with the customer, introducing new and innovative value-added solutions and displacing legacy fleet management solutions.
|
•
|
Expanding our geographic presence
. We market and distribute our solutions directly and through a global network of more than 120 dealers outside of South Africa. We are expanding our penetration in attractive geographic regions, such as Brazil, and continue to expand our network of strategic and sales distribution partners in other regions of the world. In addition to our primary hosted datacenters that serve multiple geographies, we also established two hosted datacenters in specific countries where local conditions require that the data be retained in country.
|
•
|
Broadening our customer segment focus
. We currently have customers across numerous industry segments, with the resources of our direct sales organization focused on premium customers in certain key segments, including oil and gas, transportation and logistics, government and municipal, bus and coach, and rental and leasing. In the future, we may increase our product development initiatives and sales and distribution efforts in other industry segments, such as service fleets, and in other customer segments, such as small business fleets and as well as mobile asset management. We regularly evaluate opportunities to expand our target customer focus.
|
•
|
Continuing to introduce new, innovative solutions to address market demand
. In fiscal year 2015, we completed the new software platform MiX Fleet Manager, we developed a revamped Hours of Service solution for the United States as well as a fully integrated solution for European Hours of Service and Digital Tachograph downloading to help European customers ensure legal compliance. We also completed the development of a new consumer hardware product which also caters for the light fleet market and released an upgrade to our premium Fleet Management hardware range. In fiscal year 2016, we added Journey Management, MiX Insight Agility, MiX Go, an Iridium alternative in addition to our traditional Inmarsat Satcomms solution and extended our Hours of Service solution for non-regulated markets. In fiscal 2017, we introduced an innovative asset positioning system called MiX Tabs and extended our MiX Vision solution to support two additional external cameras. We are continually innovating and extending our solutions portfolio based on our assessment of market demand and trends.
|
•
|
Pursuing strategic acquisitions
. Our industry is highly fragmented. Including the OmniBridge acquisition, we have consummated six acquisitions worldwide since our listing on the JSE in November 2007. We intend to selectively evaluate acquisition opportunities in certain geographic regions and industry segments.
|
•
|
Direct Sales
. We focus our direct selling efforts on targeting, acquiring, servicing and upselling our premium solutions to large enterprise fleet operators and small fleet operators. We maintain sales offices in Australia, Brazil, Romania, South Africa, Thailand, Uganda, the United Arab Emirates, the United Kingdom and the United States. These offices sell directly to large enterprise fleet operators and small fleet operators in their respective regions and are also responsible for channel management for fleet solution distribution partners throughout their regions. Our sales and marketing approach with fleet customers is generally based on a combination of return on investment and the improvements in safety and security delivered by our solutions. Our South African sales offices also sell directly to consumers.
|
•
|
Indirect Sales – Enterprise Fleet
. We have over 130 fleet dealers supporting customers in approximately
120
countries worldwide. These dealers are responsible for sales, marketing, technical support, installation and training of customers in their regions. We have introduced a partner accreditation program in order to assure a consistent customer experience across our dealers worldwide. We also offer marketing and support services to our dealers in order to enhance their selling success. We believe our large network of dealers provides us with a geographically diverse, highly effective channel for reaching local customers in countries where we do not currently have a direct presence.
|
•
|
Indirect Sales – Small Fleet Operators and Consumers
. We currently manage a network of more than 700 distribution partners for our small fleet operator and consumer customers. Our distribution partners include automobile dealers, aftermarket automotive parts and service suppliers, automobile insurers and retailers. We believe our indirect distribution strategy for the small fleet operator and consumer markets provides us with a differentiated, cost-effective customer acquisition and sales model.
|
•
|
Baker Hughes
|
•
|
Barloworld
|
•
|
Basic Energy
|
•
|
Bidvest Group
|
•
|
Chevron
|
•
|
DHL
|
•
|
Eskom
|
•
|
Europcar
|
•
|
G4S
|
•
|
Go Ahead Group
|
•
|
Halliburton
|
•
|
PepsiCo
|
•
|
Renting Columbia
|
•
|
Schlumberger
|
•
|
Total
|
•
|
Unitrans
|
•
|
A 3G version of our successful entry level MiX2000 on board computer to expand sales thereof into Asia, Australia and the United States;
|
•
|
MiX Tabs asset tracking and monitoring solution leveraging our Beam-e technology; and
|
•
|
Enhancements and extensions to all major product lines including MiX Fleet Manager, MiX Hours of Service, MiX Insight Reports, MiX Journey Management and MiX Go.
|
•
|
regional geographic expertise including localized language support and support for applicable government regulations;
|
•
|
size of customer base and reference accounts within key industry segments;
|
•
|
ability to deliver ongoing value and return on investment;
|
•
|
ease of deployment and ease of use;
|
•
|
relevant industry domain expertise and functionality; and
|
•
|
the financial resources of the vendor.
|
|
As of March 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
South Africa
|
833
|
|
|
866
|
|
|
826
|
|
United States
|
51
|
|
|
62
|
|
|
59
|
|
United Kingdom
|
56
|
|
|
49
|
|
|
49
|
|
United Arab Emirates
|
47
|
|
|
52
|
|
|
60
|
|
Australia
|
36
|
|
|
37
|
|
|
43
|
|
Brazil
|
17
|
|
|
14
|
|
|
15
|
|
Uganda
|
5
|
|
|
5
|
|
|
2
|
|
Romania
|
10
|
|
|
3
|
|
|
1
|
|
Thailand
|
1
|
|
|
1
|
|
|
1
|
|
Total
|
1,056
|
|
|
1,089
|
|
|
1,056
|
|
|
|
|
|
|
|
|||
Full-time
|
1,032
|
|
|
1,067
|
|
|
1,002
|
|
Part-time
|
24
|
|
|
22
|
|
|
54
|
|
Total
|
1,056
|
|
|
1,089
|
|
|
1,056
|
|
Property
|
|
Owned or
Leased
|
|
Square
Footage
|
|
South Africa
|
|
|
|
|
|
Howick Close, Waterfall Park, Midrand, South Africa
|
|
Leased
|
|
46,499
|
|
Howick Mews, Waterfall Park, Midrand, South Africa
|
|
Leased
|
|
11,364
|
|
Blaauwklip Office Development & Park, Stellenbosch, South Africa
|
|
Owned
|
|
17,158
|
|
Blaauwklip Office Development & Park, Stellenbosch, South Africa
|
|
Leased
|
|
10,936
|
|
7/8 Holwood Crescent, La Lucia Ridge, South Africa
|
|
Leased
|
|
6,953
|
|
Unit B6, Arden Grove, Montague Gardens, Cape Town, South Africa
|
|
Leased
|
|
2,196
|
|
Motorworld Building, Cnr West Burger & Zastron Street, Bloemfontein, South Africa
|
|
Leased
|
|
1,109
|
|
21 Van Rensburg Street, Nelspruit, South Africa
|
|
Leased
|
|
915
|
|
United States
|
|
|
|
|
|
Suite 100 and 310, 750 Park of Commerce Blvd., Boca Raton, Florida, USA
|
|
Leased
|
|
10,260
|
|
Suite 110, 16770 Imperial Valley Drive, Houston, Texas, USA
|
|
Leased
|
|
2,500
|
|
Suite 27, 1181 S Rogers Circle, Boca Raton, Florida, USA
|
|
Leased
|
|
2,326
|
|
United Kingdom
|
|
|
|
|
|
6170 & 6180, Birmingham Business Park, Solihull Parkway, Birmingham, UK
|
|
Leased
|
|
5,280
|
|
Suites 39-40 Cherry Orchard North, Kembrey Park, Swindon, Wiltshire, UK
|
|
Leased
|
|
2,906
|
|
Australia
|
|
|
|
|
|
Suite 3, 281 Hay Street, Subiaco, Australia
|
|
Leased
|
|
5,091
|
|
Suite 1, 28 Fortescue Street, Spring Hill, Brisbane, Queensland, Australia
|
|
Leased
|
|
1,679
|
|
United Arab Emirates
|
|
|
|
|
|
Building 6EA, Office 610, Dubai Airport, Freezone, Dubai, United Arab Emirates
|
|
Leased
|
|
3,592
|
|
Brazil
|
|
|
|
|
|
543 Doutor Costa Junior Street, Sao Paulo, Brazil
|
|
Leased
|
|
4,306
|
|
Thailand
|
|
|
|
|
|
9th Floor, 571 RSU Tower, Sukhumvit Road, Klong Ton Nue, Wattana, Bangkok, Thailand
|
|
Leased
|
|
215
|
|
Uganda
|
|
|
|
|
|
7th Floor, Course View Towers, Kitane Road, Kampala, Uganda
|
|
Leased
|
|
570
|
|
Romania
|
|
|
|
|
|
3rd floor, Office 314, Charles de Gaulle Plaza, 15th Charles de Gaulle Square, Sector 1, Bucharest, Romania
|
|
Leased
|
|
91
|
|
|
|
Fiscal Year Ended March 31,
|
||||||||||||
|
|
2017
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(In thousands, unless otherwise indicated)
|
||||||||||||
Subscription revenue
|
|
|
$92,445
|
|
|
R1,239,914
|
|
R1,158,229
|
|
|
R998,335
|
|
||
Subscription revenue growth (%)
|
|
|
|
7.1
|
%
|
|
16.0
|
%
|
|
16.9
|
%
|
|||
Hardware and other revenue
|
|
22,378
|
|
|
300,144
|
|
|
306,792
|
|
|
391,045
|
|
||
Hardware and other revenue decline (%)
|
|
|
|
(2.2
|
%)
|
|
(21.5
|
%)
|
|
(6.4
|
%)
|
|||
Total revenue
|
|
114,823
|
|
|
1,540,058
|
|
|
1,465,021
|
|
|
1,389,380
|
|
||
Total revenue growth (%)
|
|
|
|
5.1
|
%
|
|
5.4
|
%
|
|
9.3
|
%
|
|||
Operating profit
|
|
10,279
|
|
|
137,862
|
|
139,084
|
|
149,861
|
|||||
Operating profit decline (%)
|
|
|
|
(0.9
|
%)
|
|
(7.2
|
%)
|
|
(12.6
|
%)
|
|||
Adjusted EBITDA
(1)
|
|
22,489
|
|
|
301,613
|
|
277,215
|
|
282,994
|
|||||
Adjusted EBITDA growth/(decline) (%)
|
|
|
|
8.8
|
%
|
|
(2.0
|
%)
|
|
0.8
|
%
|
|||
Profit for the year
(2)
|
|
9,055
|
|
|
121,441
|
|
182,491
|
|
149,016
|
|||||
Profit for the year (decline)/growth (%)
|
|
|
|
(33.5
|
%)
|
|
22.5
|
%
|
|
(1.7
|
%)
|
(1)
|
Adjusted EBITDA is a non-IFRS financial measure. See “Item 3A. Selected financial and operating data” for a description of this measure and a reconciliation to operating profit and profit for the year.
|
(2)
|
Profit for the year includes net foreign exchange gains of R1.5 million, R144.0 million and R73.5 million in fiscal years 2017, 2016 and 2015, respectively.
|
|
|
Fiscal Year Ended March 31,
|
||||||||||||||
|
|
2017
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
|
(In thousands, except basic adjusted earnings per share and subscriber data)
|
||||||||||||||
Subscription revenue
|
|
|
$92,445
|
|
|
|
R1,239,914
|
|
|
|
R1,158,229
|
|
|
|
R998,335
|
|
Adjusted EBITDA
|
|
22,489
|
|
|
301,613
|
|
|
277,215
|
|
|
282,994
|
|
||||
Basic adjusted earnings per share ($/R)
|
|
|
$0.01
|
|
|
|
R0.17
|
|
|
|
R0.11
|
|
|
|
R0.13
|
|
Subscribers
|
|
622,062
|
|
|
622,062
|
|
|
566,177
|
|
|
512,344
|
|
|
|
Fiscal Year Ended March 31,
|
||||||||||||||
|
|
2017
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
|
(In thousands, except subscriber data)
|
||||||||||||||
Hardware revenue
|
|
|
$16,575
|
|
|
|
R222,315
|
|
|
|
R221,306
|
|
|
|
R298,680
|
|
% movement
|
|
|
|
0.5
|
%
|
|
(25.9
|
%)
|
|
(8.6
|
%)
|
|||||
Hardware gross margin %
|
|
|
|
53.7
|
%
|
|
54.9
|
%
|
|
52.4
|
%
|
|
Average exchange rate for Fiscal Year Ended March 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
South African Rand for U.S. Dollars (per $1.00)
|
14.06
|
|
|
13.78
|
|
|
11.06
|
|
% movement
|
2.0
|
%
|
|
24.6
|
%
|
|
9.3
|
%
|
South African Rand for British Pound (per £1.00)
|
18.42
|
|
|
20.63
|
|
|
17.82
|
|
% movement
|
(10.7
|
%)
|
|
15.8
|
%
|
|
10.6
|
%
|
|
For the year ended March 31,
|
||||||||||||||
|
2017
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
(In thousands, unless otherwise indicated)
|
||||||||||||||
Revenue
|
|
$114,823
|
|
|
|
R1,540,058
|
|
|
|
R1,465,021
|
|
|
|
R1,389,380
|
|
Cost of sales
|
(37,188
|
)
|
|
(498,785
|
)
|
|
(439,305
|
)
|
|
(449,663
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
77,635
|
|
|
1,041,273
|
|
|
1,025,716
|
|
|
939,717
|
|
||||
Sales and marketing
|
(13,540
|
)
|
|
(181,601
|
)
|
|
(203,767
|
)
|
|
(171,948
|
)
|
||||
Administration and other charges
(1)
|
(53,816
|
)
|
|
(721,810
|
)
|
|
(682,865
|
)
|
|
(617,908
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
10,279
|
|
|
137,862
|
|
|
139,084
|
|
|
149,861
|
|
||||
Finance income/(cost) - net
|
775
|
|
|
10,391
|
|
|
150,327
|
|
|
80,778
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Profit before taxation
|
11,054
|
|
|
148,253
|
|
|
289,411
|
|
|
230,639
|
|
||||
Taxation
|
(1,999
|
)
|
|
(26,812
|
)
|
|
(106,920
|
)
|
|
(81,623
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Profit for the year
|
|
$9,055
|
|
|
|
R121,441
|
|
|
|
R182,491
|
|
|
|
R149,016
|
|
|
|
|
|
|
|
|
|
||||||||
Attributable to:
|
|
|
|
|
|
|
|
||||||||
Owners of the parent
|
|
$9,056
|
|
|
121,458
|
|
|
182,989
|
|
|
149,622
|
|
|||
Non-controlling interests
|
(1
|
)
|
|
(17
|
)
|
|
(498
|
)
|
|
(606
|
)
|
||||
|
|
$9,055
|
|
|
|
R121,441
|
|
|
|
R182,491
|
|
|
|
R149,016
|
|
(1)
|
Includes other income/(expenses) – net.
|
|
For the year ended March 31,
|
|||||||||||||
|
2017
|
|
2017
|
|
2016
|
|
% Change
|
|||||||
|
(In thousands, except for percentages)
|
|||||||||||||
Subscription revenue
|
|
$92,445
|
|
|
|
R1,239,914
|
|
|
|
R1,158,229
|
|
|
7.1
|
%
|
Hardware sales
|
16,575
|
|
|
222,315
|
|
|
221,306
|
|
|
0.5
|
%
|
|||
Other
|
5,803
|
|
|
77,829
|
|
|
85,486
|
|
|
(9.0
|
%)
|
|||
|
|
$114,823
|
|
|
|
R1,540,058
|
|
|
|
R1,465,021
|
|
|
5.1
|
%
|
•
|
Subscription revenue, which grew by
R81.7
million, or
7.1%
. Subscription revenue represented
80.5%
of our total revenue for fiscal year 2017 compared to
79.1%
for the prior year. Our growth in subscription revenue is primarily attributable to an increase in subscribers, which increased by 9.9% from 566,177 at March 31, 2016, to 622,062 at March 31, 2017, and the effect of the weaker South African Rand, which added R5.3 million, or 0.5%, to our subscription revenue as a result of translating the results of our foreign operations to South African Rand at a higher average rate in the 2017 fiscal year (refer to “Factors Affecting our Performance” above). Overall, there was no significant fluctuation in our average revenue per user (“ARPU”), on a constant currency basis. In certain regions particularly Brazil and the Americas, our fleet ARPUs have started to increase as a result of higher levels of bundled deals. Further information in this regard is shown below as part of the discussion of third party revenue and subscription revenue by geography.
|
•
|
Hardware revenue increased marginally by
R1.0
million, or
0.5%
, from fiscal year 2016 to fiscal year 2017. Due to certain large enterprise fleet orders received, hardware revenue was R12.5 million higher than in fiscal year 2016
|
•
|
Other revenue declined by
R7.7
million, or
9.0%
, from fiscal year 2017 to fiscal year 2016. The decrease is primarily related to a decline in installation revenue of R7.7 million, mainly resulting from the Africa segment.
|
|
|
For the Year Ended March 31,
|
||||||||||||||||||||||
|
|
2017
|
|
2017
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||
|
|
Total Revenue
|
|
Subscription Revenue
|
||||||||||||||||||||
Africa
|
|
|
$64,057
|
|
|
|
R859,169
|
|
|
|
R807,907
|
|
|
|
$57,575
|
|
|
|
R772,224
|
|
|
|
R711,208
|
|
Europe
|
|
13,222
|
|
|
177,331
|
|
|
161,987
|
|
|
8,442
|
|
|
113,223
|
|
|
110,251
|
|
||||||
Americas
|
|
11,961
|
|
|
160,419
|
|
|
156,940
|
|
|
9,056
|
|
|
121,462
|
|
|
115,413
|
|
||||||
Middle East and Australasia
|
|
22,699
|
|
|
304,450
|
|
|
313,927
|
|
|
14,872
|
|
|
199,474
|
|
|
202,163
|
|
||||||
Brazil
|
|
2,819
|
|
|
37,811
|
|
|
23,129
|
|
|
2,435
|
|
|
32,653
|
|
|
18,063
|
|
||||||
CSO
|
|
65
|
|
|
878
|
|
|
1,131
|
|
|
65
|
|
|
878
|
|
|
1,131
|
|
||||||
Total
|
|
|
$114,823
|
|
|
|
R1,540,058
|
|
|
|
R1,465,021
|
|
|
|
$92,445
|
|
|
|
R1,239,914
|
|
|
|
R1,158,229
|
|
|
For the year ended March 31,
|
|||||||||||||
|
2017
|
|
2017
|
|
2016
|
|
% Change
|
|||||||
|
(In thousands, except for percentages)
|
|||||||||||||
Cost of sales
|
|
$37,188
|
|
|
|
R498,785
|
|
|
|
R439,305
|
|
|
13.5
|
%
|
Gross profit margin
|
67.6
|
%
|
|
67.6
|
%
|
|
70.0
|
%
|
|
|
||||
Gross profit margin - subscription
|
72.7
|
%
|
|
72.7
|
%
|
|
75.8
|
%
|
|
|
||||
Gross profit margin - hardware
|
53.7
|
%
|
|
53.7
|
%
|
|
54.9
|
%
|
|
|
|
|
For the year ended March 31,
|
|||||||||
|
2017
|
|
2017
|
|
2016
|
|
% Change
|
||||
|
(In thousands, except for percentages)
|
||||||||||
Taxation
|
$1,999
|
|
R26,812
|
|
R106,920
|
|
(74.9
|
%)
|
|||
Effective tax rate
|
18.1
|
%
|
|
18.1
|
%
|
|
36.9
|
%
|
|
|
|
For the year ended March 31,
|
|||||||||
|
2016
|
|
2015
|
|
% Change
|
|||||
|
(In thousands, except for percentages)
|
|||||||||
Subscription revenue
|
|
R1,158,229
|
|
|
|
R998,335
|
|
|
16.0
|
%
|
Hardware sales
|
221,306
|
|
|
298,680
|
|
|
(25.9
|
%)
|
||
Other
|
85,486
|
|
|
92,365
|
|
|
(7.4
|
%)
|
||
|
|
R1,465,021
|
|
|
|
R1,389,380
|
|
|
5.4
|
%
|
•
|
Subscription revenue, which grew by R159.9 million, or 16.0%. Subscription revenue represented 79.1% of our total revenue for fiscal year 2016 compared to 71.9% for the prior year. Our growth in subscription revenue is primarily attributable to an increase in subscribers, which increased by 10.5% from 512,344 at March 31, 2015, to 566,177 at March 31, 2016, and the effect of the weaker South African Rand, which added R63.0 million, or 6.3%, to our subscription revenue as a result of translating the results of our foreign operations to South African Rand at a higher average rate in the 2016 fiscal year (refer to “Factors Affecting our Performance” above). The acquisition of Compass by our Africa segment in November 2014 added R29.0 million, or 2.9%, to our subscription revenue.
|
•
|
Hardware revenue declined by R77.4 million, or 25.9%, from fiscal year 2016 to fiscal year 2015. The decrease in hardware revenue is attributable to a combination of factors, including the continued shift toward bundled subscriptions which do not require upfront hardware purchases and lower sales activity in the oil and gas sector.
|
•
|
Other revenue declined by R6.9 million, or
7.4%
, from fiscal year 2016 to fiscal year 2015. The decrease is primarily related to reduced driver training revenue, which is directly linked to customers in the oil and gas sector.
|
|
|
For the Year Ended March 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(In thousands)
|
||||||||||||||
|
|
Total Revenue
|
|
Subscription Revenue
|
||||||||||||
Africa
|
|
|
R807,907
|
|
|
|
R709,928
|
|
|
|
R711,208
|
|
|
|
R632,809
|
|
Europe
|
|
161,987
|
|
|
160,249
|
|
|
110,251
|
|
|
87,850
|
|
||||
Americas
|
|
156,940
|
|
|
166,359
|
|
|
115,413
|
|
|
97,833
|
|
||||
Middle East and Australasia
|
|
313,927
|
|
|
328,527
|
|
|
202,163
|
|
|
166,243
|
|
||||
Brazil
|
|
23,129
|
|
|
23,051
|
|
|
18,063
|
|
|
12,682
|
|
||||
CSO
|
|
1,131
|
|
|
1,266
|
|
|
1,131
|
|
|
918
|
|
||||
Total
|
|
|
R1,465,021
|
|
|
|
R1,389,380
|
|
|
|
R1,158,229
|
|
|
|
R998,335
|
|
|
For the year ended March 31,
|
|||||||||
|
2016
|
|
2015
|
|
% Change
|
|||||
|
(In thousands, except for percentages)
|
|||||||||
Cost of sales
|
|
R439,305
|
|
|
|
R449,663
|
|
|
(2.3
|
%)
|
Gross profit margin
|
70.0
|
%
|
|
67.6
|
%
|
|
|
|||
Gross profit margin - subscription
|
75.8
|
%
|
|
76.2
|
%
|
|
|
|||
Gross profit margin - hardware
|
54.9
|
%
|
|
52.4
|
%
|
|
|
|
For the year ended March 31,
|
|||||||
|
2016
|
|
2015
|
|
% Change
|
|||
|
(In thousands, except for percentages)
|
|||||||
Taxation
|
R106,920
|
|
R81,623
|
|
31.0
|
%
|
||
Effective tax rate
|
36.9
|
%
|
|
35.4
|
%
|
|
|
•
|
assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;
|
•
|
income and expenses for each income statement 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 dates of the transactions);
|
•
|
all resulting exchange differences are recognized in other comprehensive income; and
|
•
|
equity items are measured in terms of historical cost at the time of recording, translated at the rate on the date of recording and are not retranslated to closing rates at reporting dates.
|
|
|
Fiscal Year Ended March 31,
|
||||||||||||||
|
|
2017
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Cash generated from operating activities
|
|
|
$24,125
|
|
|
|
R323,571
|
|
|
|
R240,434
|
|
|
|
R217,644
|
|
Cash used in investing activities
|
|
(21,838
|
)
|
|
(292,894
|
)
|
|
(249,714
|
)
|
|
(189,845
|
)
|
||||
Cash (used in)/generated from financing activities
|
|
(38,739
|
)
|
|
(519,576
|
)
|
|
(223,229
|
)
|
|
7,743
|
|
||||
Effects of exchange rate (losses)/gains on cash
|
|
(1,158
|
)
|
|
(15,530
|
)
|
|
165,856
|
|
|
89,234
|
|
||||
Net (decrease)/increase in cash and cash equivalents
|
|
|
($37,610
|
)
|
|
|
(R504,429
|
)
|
|
|
(R66,653
|
)
|
|
|
R124,776
|
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
|
2017
|
|
2017
|
|
2016
|
||||||
|
|
(In thousands)
|
||||||||||
Cash and cash equivalents, net of overdrafts
|
|
|
$26,567
|
|
|
|
R356,333
|
|
|
|
R860,762
|
|
|
|
For the Quarter Ended,
|
||||||||||||||||||||||
|
|
Mar 31, 2017
|
|
Dec 31, 2016
|
|
Sep 30, 2016
|
|
Jun 30, 2016
|
|
Mar 31, 2016
|
|
Dec 31, 2015
|
|
Sep 30, 2015
|
|
Jun 30, 2015
|
||||||||
Subscription Revenue (R’000)
|
|
321,708
|
|
|
310,695
|
|
|
301,337
|
|
|
306,174
|
|
|
307,095
|
|
|
294,466
|
|
|
284,878
|
|
|
271,790
|
|
Subscribers
|
|
622,062
|
|
|
605,317
|
|
|
584,994
|
|
|
577,950
|
|
|
566,177
|
|
|
550,765
|
|
|
541,346
|
|
|
523,344
|
|
|
|
Total
|
|
Less than
1 Year
|
|
1 – 3
Years
|
|
3 – 5
Years
|
|
More
than 5
Years
|
|||||
|
|
(In thousands)
|
|||||||||||||
Operating lease obligations
|
|
40,036
|
|
|
17,561
|
|
|
22,475
|
|
|
—
|
|
|
—
|
|
Approved and committed capital commitments
|
|
74,800
|
|
|
74,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outstanding purchase obligations
|
|
84,520
|
|
|
82,952
|
|
|
1,568
|
|
|
—
|
|
|
—
|
|
Data center commitments
|
|
2,524
|
|
|
2,524
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
R201,880
|
|
R177,837
|
|
R24,043
|
|
—
|
|
|
—
|
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Senior Management
|
|
|
|
|
Stefan Joselowitz
|
|
58
|
|
President and Chief Executive Officer / Director
|
Paul Dell
|
|
35
|
|
Interim Chief Financial Officer / Director
|
Charles Tasker
|
|
53
|
|
Chief Operating Officer / Director
|
Catherine Lewis
|
|
42
|
|
Executive Vice President — Technology
|
Gert Pretorius
|
|
49
|
|
Executive Vice President — Africa
|
|
|
|
|
|
Non-Executive Directors
|
|
|
|
|
Robin Frew
|
|
57
|
|
Chairman
|
Enos Banda
|
|
51
|
|
Director
|
Richard Bruyns
|
|
64
|
|
Director
|
Christopher Ewing
|
|
68
|
|
Director
|
Ian Jacobs
|
|
40
|
|
Director
|
Anthony Welton
|
|
69
|
|
Director
|
|
|
Annual Fee
|
||
Description
|
|
(In thousands)
|
||
Directors’ fee
|
|
|
R300
|
|
Audit and Risk Committee member *
|
|
170
|
|
|
Nominations and Remuneration Committee member *
|
|
70
|
|
|
Social and Ethics Committee member *
|
|
55
|
|
|
Chairman of the Board *
|
|
360
|
|
|
Chairman of the Audit and Risk Committee **
|
|
225
|
|
|
Chairman of the Nominations and Remuneration Committee **
|
|
105
|
|
|
Chairman of the Social and Ethics Committee **
|
|
100
|
|
|
Fiscal Year ended March 31,
|
||||||
|
2017
|
|
2017
|
||||
Non-Executive Directors
|
(In thousands)
|
||||||
Richard Bruyns
|
$
|
59
|
|
|
794
|
|
|
Enos Banda
|
35
|
|
|
470
|
|
||
Christopher Ewing
|
42
|
|
|
570
|
|
||
Robin Frew
(1)
|
42
|
|
|
566
|
|
||
Ian Jacobs
(2)
|
21
|
|
|
277
|
|
||
Mark Lamberti
(1) (3)
|
9
|
|
|
115
|
|
||
Anthony Welton
|
48
|
|
|
650
|
|
||
George Nakos
(3)
|
—
|
|
|
—
|
|
||
Sub-total
|
257
|
|
|
3,442
|
|
||
Value-added tax
(1)
|
7
|
|
|
95
|
|
||
Total
|
$
|
264
|
|
|
|
R3,537
|
|
(1)
|
Value-added tax included as part of invoice received. Directors’ fees shown exclude value-added tax.
|
(2)
|
Appointed as director from June 1, 2016.
|
(3)
|
On June 15, 2016, Mark Lamberti tendered his resignation as non-executive director and George Nakos tendered his resignation as alternate non-executive director to Mark Lamberti with effect from and subject to the fulfilment of the conditions precedent pursuant to the specific repurchase of shares from Imperial Corporate Services. See “Item 7A. Major Shareholders — Specific Repurchase of Shares from Related Party”, which sets forth details of the specific repurchase of shares concluded during fiscal 2017. These resignations were effective from August 18, 2016.
|
•
|
total rewards are set at levels that are considered to be responsible and competitive within the relevant market;
|
•
|
total incentive-based rewards are earned through the achievement of demanding growth and return targets consistent with shareholder interests over the short, medium and long-term, performance measures and targets are structured to operate soundly throughout the business cycle; and
|
•
|
the design of long-term incentive plans is prudent and does not expose shareholders to unreasonable financial risk.
|
•
|
basic salary and living and travel allowances;
|
•
|
bi-annual incentive bonuses;
|
•
|
share incentive plans; and
|
•
|
retirement and other benefits including group life and health insurance.
|
(1)
|
Each of the listed executives is party to an employment contract with us as described in “Executive Employment Contracts”.
|
(2)
|
Allowances include cost of living and travel allowances.
|
(3)
|
Other benefits represent group life and health insurance.
|
(4)
|
Performance bonuses are based on actual amounts paid during the financial year.
|
(5)
|
Individual paid in U.S. Dollars. The amounts paid to individuals in U.S. Dollars have been translated into South African Rand at the exchange rate applicable at the time of payment.
|
(6)
|
Appointed as Interim Chief Financial Officer and director of the Company from February 9, 2017.
|
(7)
|
Resigned with effect from February 9, 2017.
|
(8)
|
Resigned with effect from September 30, 2016.
|
Share options
|
|
January 3,
2012 000s |
|
November 7,
2012 000s |
|
September 10,
2014 000s |
|
Total
000s |
||||
Stefan Joselowitz
(1)
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
Charles Tasker
(1)
|
|
2,000
|
|
|
2,000
|
|
|
1,500
|
|
|
5,500
|
|
Gert Pretorius
|
|
750
|
|
|
1,500
|
|
|
1,000
|
|
|
3,250
|
|
Catherine Lewis
|
|
—
|
|
|
1,500
|
|
|
1,000
|
|
|
2,500
|
|
|
|
2,750
|
|
|
7,500
|
|
|
3,500
|
|
|
13,750
|
|
Option strike price (cents per share)
|
|
154
|
|
|
246
|
|
|
411
|
|
|
|
|
JSE share price on grant date (cents per share)
|
|
160
|
|
|
300
|
|
|
411
|
|
|
|
|
Expiry date
|
|
January 3, 2018
|
|
|
November 7, 2018
|
|
|
September 10, 2020
|
|
|
|
|
Performance conditions
|
|
|
|
|
|
|
|
|||||
Share price of (Rand)
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
Minimum shareholder return of
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
|
SARs
|
|
August 31,
2015 000s |
May 30,
2016
000s
|
November 24,
2016
000s
|
|
Total
000s |
||||
Stefan Joselowitz
(1)
|
|
1,000
|
|
1,000
|
|
—
|
|
|
2,000
|
|
Charles Tasker
(1)
|
|
750
|
|
750
|
|
875
|
|
|
2,375
|
|
Paul Dell
(2)
|
|
200
|
|
200
|
|
875
|
|
|
1,275
|
|
Gert Pretorius
|
|
500
|
|
500
|
|
875
|
|
|
1,875
|
|
Catherine Lewis
|
|
500
|
|
500
|
|
875
|
|
|
1,875
|
|
|
|
2,950
|
|
2,950
|
|
3,500
|
|
|
9,400
|
|
JSE share price on grant date (cents per share)
|
|
319
|
|
289
|
|
328
|
|
|
|
|
Expiry date
|
|
August 31, 2021
|
|
May 30, 2022
|
|
November 24, 2022
|
|
|
|
|
Performance conditions
|
|
|
|
|
|
|
||||
Share price of (Rand)
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|
|
|
Minimum shareholder return of
|
|
10
|
%
|
10
|
%
|
10
|
%
|
|
|
•
|
Executives are eligible to receive, in addition to their annual cost to company salary package, an annual performance bonus that will be paid out on a semi-annual basis. The amount of the annual bonus varies from year to year and is determined by our Nominations and Remuneration Committee. Executives are entitled to participate in our equity incentive plans, and are provided with a mobile phone for business use. Certain broadband costs are also paid by us.
|
•
|
Employment may be terminated at any time if executives are found guilty of misconduct or have committed a breach of a material obligation under the employment agreement. Contracts may also be terminated if executives consistently perform poorly, are incompatible with our culture or become incapacitated and unable to perform.
|
•
|
The inclusion of confidentiality, assignment of inventions and restraint of trade agreements.
|
•
|
Stefan Joselowitz.
Stefan Joselowitz is paid an annual cost to company salary package of $526,425.
|
•
|
Paul Dell
. Paul Dell is paid an annual cost to company salary package of R2,000,000 ($149,116).
|
•
|
Charles Tasker
. Charles Tasker is paid an annual cost to company salary package of $415,000.
|
•
|
Gert Pretorius
. Gert Pretorius is paid an annual cost to company salary package of R2,822,250 ($210,421).
|
•
|
Catherine Lewis
. Catherine Lewis is paid an annual cost to company salary package of R2,822,035 ($210,405).
|
•
|
advance expenses to a director or directly or indirectly indemnify a director in respect of the defense of legal proceedings, as set forth in Section 78(4) of the Companies Act;
|
•
|
indemnify a director in respect of liability as set forth in Section 78(5) of the Companies Act; and
|
•
|
purchase insurance to protect us or a director as set forth in Section 78(7) of the Companies Act.
|
Non-Executive Director
|
|
Initial appointment to the Board of Directors
|
|
Year Current Term Expires
|
|
|
|
|
|
Richard Bruyns
|
|
August 2007
|
|
2018
|
Enos Banda
|
|
May 2013
|
|
2019
|
Christopher Ewing
|
|
January 2012
|
|
2017*
|
Robin Frew
|
|
January 1996
|
|
2019
|
Anthony Welton
|
|
February 2008
|
|
2017*
|
Ian Jacobs
(1)
|
|
June 2016
|
|
2018
|
|
|
|
|
|
Executive Director
|
|
|
|
|
Stefan Joselowitz
|
|
January 1996
|
|
Indefinite
|
Paul Dell
(2)
|
|
February 2017
|
|
Indefinite
|
Charles Tasker
|
|
August 2007
|
|
Indefinite
|
*
|
Proposed re-election to be approved by shareholders at our annual general meeting on September 20, 2017.
|
(1)
|
Appointed to the board with effect from June 1, 2016. Appointment confirmed by shareholders at our annual general meeting held on September 14, 2016.
|
(2)
|
Appointed to the board with effect from February 9, 2017. Appointment to be confirmed by shareholders at our annual general meeting on September 20, 2017.
|
•
|
reviewing internal control systems developed by management;
|
•
|
reviewing internal controls over financial reporting, which include disclosure controls and procedures;
|
•
|
evaluation of the effectiveness of the internal control frameworks and reviewing whether recommendations made by the external and internal auditors and advisers have been implemented;
|
•
|
considering the security of our computer systems and evaluating contingency plans in the event of systems breakdowns and disasters;
|
•
|
overseeing the financial reporting process and reviewing the quarterly results announcements, interim financial statements, annual financial statements, SEC filings including the Form 20-F, preliminary announcements and special documents prior to release;
|
•
|
reviewing, with management and the external auditor, the financial statements, key accounting policies, practices and estimates, any changes to accounting policies and estimates and judgements, significant adjustments, unadjusted differences and any disagreements;
|
•
|
annually reviewing the performance of the external auditor and nominating for appointment an independent registered auditor;
|
•
|
reviewing processes to ensure that reliable and efficient risk management strategies, policies and risk insurance programs are in place; and
|
•
|
reviewing the process for monitoring compliance with laws and regulations.
|
•
|
attending to the remuneration and benefits of senior executives and executive directors;
|
•
|
advising on non-executive directors’ fees and fees for those directors who are members of Board committees, which are approved by shareholders at the annual general meeting;
|
•
|
advising on senior executive and executive director appointments;
|
•
|
reviewing succession planning at the executive level;
|
•
|
confirming the share incentive plan and the allocation of awards under the plan; and
|
•
|
selecting and recommending candidates for appointment to our Board of Directors.
|
•
|
social and economic development, including our standing in terms of the goals and purposes of: (a) the ten principles set out in the United Nations Global Compact Principles; (b) the Organization for Economic Cooperation and Development recommendations regarding corruption; (c) the South African Employment Equity Act; and (d) the B-BBEE Act;
|
•
|
good corporate citizenship;
|
•
|
the environment, health and public safety, including the impact of our activities, products and services;
|
•
|
consumer relationships, including our advertising, public relations and compliance with consumer protection laws;
|
•
|
reviewing the process for monitoring compliance with laws, regulations and our Code of Ethics and Conduct; and
|
•
|
labor and employment, including our standing in terms of the International Labour Organisation Protocol on decent work and working conditions, our employment relationships and our contribution toward the educational development of our employees.
|
|
As of March 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
South Africa
|
833
|
|
|
866
|
|
|
826
|
|
United States
|
51
|
|
|
62
|
|
|
59
|
|
United Kingdom
|
56
|
|
|
49
|
|
|
49
|
|
United Arab Emirates
|
47
|
|
|
52
|
|
|
60
|
|
Australia
|
36
|
|
|
37
|
|
|
43
|
|
Brazil
|
17
|
|
|
14
|
|
|
15
|
|
Uganda
|
5
|
|
|
5
|
|
|
2
|
|
Romania
|
10
|
|
|
3
|
|
|
1
|
|
Thailand
|
1
|
|
|
1
|
|
|
1
|
|
Total
|
1,056
|
|
|
1,089
|
|
|
1,056
|
|
|
|
|
|
|
|
|||
Full-time
|
1,032
|
|
|
1,067
|
|
|
1,002
|
|
Part-time
|
24
|
|
|
22
|
|
|
54
|
|
Total
|
1,056
|
|
|
1,089
|
|
|
1,056
|
|
|
|
June 30, 2017
|
||||
|
|
Number of ordinary shares beneficially owned (’000)
|
|
Percentage of beneficial ownership
|
||
Non-executive
|
|
|
|
|
||
Richard Bruyns
(1)
|
|
3,697
|
|
|
*
|
|
Enos Banda
|
|
—
|
|
|
—
|
|
Christopher Ewing
|
|
—
|
|
|
—
|
|
Robin Frew
(2)
|
|
61,210
|
|
|
11.0
|
%
|
Anthony Welton
(3)
|
|
—
|
|
|
—
|
|
Ian Jacobs
(4)
|
|
241
|
|
|
*
|
|
Executive
|
|
|
|
|
||
Stefan Joselowitz
(5)
|
|
28,217
|
|
|
5.1
|
%
|
Charles Tasker
(6)
|
|
4,775
|
|
|
0.9
|
%
|
Gert Pretorius
(7)
|
|
2,160
|
|
|
*
|
|
Catherine Lewis
(8)
|
|
2,900
|
|
|
*
|
|
Paul Dell
(9)
|
|
1
|
|
|
*
|
|
All directors and executive officers as a group
(11)
|
|
103,201
|
|
|
18.5
|
%
|
(1)
|
Includes 3,696,563 ordinary shares held by IS Wealth Creator SPI SR Bruyns. IS Wealth Creator SPI SR Bruyns is an endowment policy entity owned by Richard Bruyns. Voting and investment power over the ordinary shares held by IS Wealth Creator SPI SR Bruyns is exercised by Richard Bruyns.
|
(2)
|
Includes 60,410,880 ordinary shares held by Masalini Capital Proprietary Limited and 799,366 ordinary shares held by Masalini Investments No. 3 Proprietary Limited. Masalini Capital Proprietary Limited is 100% owned by the Masalini Trust (previously known as the Robin Frew Family Trust), of which Robin Frew is one of three trustees and a beneficiary. Voting and investment power over the ordinary shares held by Masalini Capital Proprietary Limited is exercised by majority consent of Robin Frew and the other trustees, Philip Kilroe and Juanita Lou Koster. Voting and investment power over the ordinary shares held by Masalini Investments No. 3 Proprietary Limited is exercised by Robin Frew. Excludes 7,911,040 ordinary shares held by Thynk Capital Proprietary Limited (“Thynk”), as to which Robin Frew disclaims beneficial ownership. Thynk is owned in equal parts by three individuals, Robin Frew, Neil Macdonald and Robert Ferguson. Voting and investment power over such shares is exercised by the directors of Thynk, Robin Frew and Neil Macdonald, subject to ultimate control by the owners of Thynk. Excludes 70,261,440 ordinary shares held the GAF Family Trust, as to which Robin Frew disclaims beneficial ownership as he is a discretionary beneficiary but not a trustee.
|
(3)
|
Excludes 235,000 ordinary shares owned by Anthony Welton’s spouse, as to which he disclaims beneficial ownership.
|
(4)
|
Includes 7,628 ADSs translating to 190,700 ordinary shares held by Ian Jacobs directly. Ian Jacobs disclaims beneficial ownership with respect to any shares other than the shares owned directly and of record by Ian Jacobs.
|
(5)
|
Includes options to purchase 1,875,000 ordinary shares that are currently or will be exercisable within 60 days after
June 30, 2017
, provided that the performance conditions in respect of minimum shareholder return have been met.
|
(6)
|
Includes 900,000 ordinary shares, previously owned by The Keighly Trust, a family trust of which Charles Tasker was a trustee and which transferred the ordinary shares to Charles Tasker on February 27, 2017, and options to purchase 3,500,000 ordinary shares that are currently or will be exercisable within 60 days after
June 30, 2017
, provided that the performance conditions in respect of minimum shareholder return have been met. The balance of the shares previously held by the trust were transferred to his spouse, to which Charles Tasker disclaims beneficial ownership.
|
(7)
|
Includes options to purchase 1,875,000 ordinary shares that are currently or will be exercisable within 60 days after
June 30, 2017
, provided that the performance conditions in respect of minimum shareholder return have been met.
|
(8)
|
Includes options to purchase 1,125,000 ordinary shares that are currently or will be exercisable within 60 days after
June 30, 2017
, provided that the performance conditions in respect of minimum shareholder return have been met.
|
(11)
|
Includes options to purchase 9,250,000 ordinary shares that are currently or will be exercisable within 60 days after June 30, 2017, provided that the performance conditions in respect of minimum shareholder return have been met.
|
Name of beneficial owner
(1)
|
|
Total
shareholding
|
|
% of shares
in issue
(2)
|
||
GAF Trust
(3)
|
|
70,261,440
|
|
|
11.6
|
%
|
Masalini Capital Proprietary Limited
(4)
|
|
60,410,880
|
|
|
10.0
|
%
|
MiX Telematics Investments Proprietary Limited
(5)
|
|
40,000,000
|
|
|
6.6
|
%
|
(1)
|
Shares shown in the table above include shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account.
|
(2)
|
The percentages shown are based on 603,514,561 ordinary shares issued and outstanding as of June 30, 2017.
|
(3)
|
Liane Frew, an immediate family member of Robin Frew, is one of three trustees of the GAF Trust. The other trustees of the GAF Trust are Michael Bloom and David Nathan. Voting and investment power over the ordinary shares held by the GAF Trust is exercised by the majority consent of the trustees.
|
(4)
|
Masalini Capital Proprietary Limited is 100% owned by the Masalini Trust (previously known as the Robin Frew Family Trust), of which Robin Frew is one of three trustees and a beneficiary. Voting and investment power over the ordinary shares held by Masalini Capital Proprietary Limited is exercised by majority consent of Robin Frew and the other trustees, Philip Kilroe and Juanita Lou Koster.
|
(5)
|
40,000,000 treasury shares are held by MiX Telematics Investments Proprietary Limited, a wholly owned subsidiary of the Group.
|
|
|
JSE (“MIX”)
|
|
Average daily
trading volume
(1)
|
|||||
|
|
High
|
|
Low
|
|
||||
|
|
(in South African Rand)
|
|
(in shares)
|
|||||
Fiscal year ended March 31,
|
|
|
|
|
|
|
|||
2017
|
|
4.25
|
|
|
2.25
|
|
|
456,282
|
|
2016
|
|
3.90
|
|
|
2.10
|
|
|
250,250
|
|
2015
|
|
4.75
|
|
|
2.67
|
|
|
310,704
|
|
2014
|
|
6.50
|
|
|
3.10
|
|
|
323,455
|
|
2013
|
|
4.00
|
|
|
1.65
|
|
|
135,384
|
|
2012
|
|
1.75
|
|
|
1.20
|
|
|
171,993
|
|
Fiscal quarter ended
|
|
|
|
|
|
|
|||
March 31, 2017
|
|
4.25
|
|
|
3.23
|
|
|
391,882
|
|
December 31, 2016
|
|
3.70
|
|
|
3.10
|
|
|
139,680
|
|
September 30, 2016
|
|
3.52
|
|
|
2.60
|
|
|
821,816
|
|
June 30, 2016
|
|
3.10
|
|
|
2.25
|
|
|
460,997
|
|
March 31, 2016
|
|
2.80
|
|
|
2.10
|
|
|
164,873
|
|
December 31, 2015
|
|
3.15
|
|
|
2.69
|
|
|
292,703
|
|
September 30, 2015
|
|
3.85
|
|
|
2.85
|
|
|
370,208
|
|
June 30, 2015
|
|
3.90
|
|
|
3.19
|
|
|
163,812
|
|
Month
|
|
|
|
|
|
|
|||
June 2017
|
|
4.15
|
|
|
3.45
|
|
|
823,356
|
|
May 2017
|
|
3.46
|
|
|
2.92
|
|
|
301,071
|
|
April 2017
|
|
3.45
|
|
|
3.24
|
|
|
134,090
|
|
March 2017
|
|
3.75
|
|
|
3.23
|
|
|
114,405
|
|
February 2017
|
|
4.25
|
|
|
3.54
|
|
|
661,004
|
|
January 2017
|
|
3.84
|
|
|
3.25
|
|
|
426,265
|
|
Source:
|
JSE
|
|
|
NYSE (“MIXT”)
|
|
Average daily
trading volume
(1)
|
|||||
|
|
High
|
|
Low
|
|
||||
|
|
(in U.S. Dollars)
|
|
(in ADSs)
|
|||||
Fiscal year ended March 31,
|
|
|
|
|
|
|
|||
2017
|
|
8.02
|
|
|
3.79
|
|
|
46,321
|
|
2016
|
|
8.13
|
|
|
3.40
|
|
|
36,616
|
|
2015
|
|
11.70
|
|
|
5.49
|
|
|
39,273
|
|
2014 (from August 9, 2013)
|
|
18.12
|
|
|
10.29
|
|
|
100,382
|
|
Fiscal quarter ended
|
|
|
|
|
|
|
|||
March 31, 2017
|
|
8.02
|
|
|
6.30
|
|
|
98,913
|
|
December 31, 2016
|
|
6.74
|
|
|
5.74
|
|
|
27,948
|
|
September 30, 2016
|
|
6.39
|
|
|
4.52
|
|
|
28,833
|
|
June 30, 2016
|
|
5.18
|
|
|
3.79
|
|
|
30,946
|
|
March 31, 2016
|
|
4.41
|
|
|
3.40
|
|
|
32,685
|
|
December 31, 2015
|
|
5.88
|
|
|
4.21
|
|
|
27,711
|
|
September 30, 2015
|
|
7.74
|
|
|
4.94
|
|
|
53,148
|
|
June 30, 2015
|
|
8.13
|
|
|
6.62
|
|
|
32,675
|
|
Month
|
|
|
|
|
|
|
|||
June 2017
|
|
8.25
|
|
|
6.74
|
|
|
65,347
|
|
May 2017
|
|
6.92
|
|
|
5.72
|
|
|
66,029
|
|
April 2017
|
|
6.46
|
|
|
6.10
|
|
|
46,345
|
|
March 2017
|
|
7.09
|
|
|
6.30
|
|
|
46,647
|
|
February 2017
|
|
8.02
|
|
|
7.00
|
|
|
129,730
|
|
January 2017
|
|
7.35
|
|
|
6.30
|
|
|
129,744
|
|
Source:
|
NYSE
|
(1)
|
Calculated based on the total volume traded over the number of trading days during the respective period.
|
•
|
Agreement of Lease, dated October 2, 2007, between Thynk Industrial One Proprietary Limited and Matrix Vehicle Tracking Proprietary Limited and addendum thereto
(Exhibit number 4.3)
|
•
|
Updated Terms and Conditions of Employment of Stefan Joselowitz, dated November 18, 2008
(Exhibit number 4.4)
|
•
|
Offer of Employment and Standard Terms and Conditions, dated December 7, 2009, between the Company and Megan Pydigadu
(Exhibit number 4.5)
|
•
|
Standard Terms and Conditions of Employment, dated January 1, 2012, between the Company and Brendan Patrick Horan
(Exhibit number 4.6)
|
•
|
Restraint of Trade, dated January 1, 2012, between the Company and Brendan Patrick Horan
(Exhibit number 4.7)
|
•
|
Standard Terms and Conditions of Employment, effective October 1, 2016, between the Company and Gert Pretorius
(Exhibit number 4.8)
|
•
|
Restraint of Trade, dated January 1, 2012, between the Company and Gert Pretorius
(Exhibit number 4.9)
|
•
|
Standard Terms and Conditions of Employment, dated December 1, 2013, between the Company and Catherine Lewis
(Exhibit number 4.14)
|
•
|
Executive Employment Agreement entered into between the Company and Paul Dell, dated February 22, 2017
(Exhibit number 4.17)
|
•
|
Restraint of Trade entered into between the Company and Paul Dell, dated February 22, 2017
(Exhibit number 4.18)
|
•
|
Updated Terms and Conditions of Employment, effective April 1, 2017, between the Company and Charles Tasker
(Exhibit number 4.19)
|
•
|
Facility Letter, dated March 25, 2013, between Nedbank Limited and MiX Telematics Africa Proprietary Limited
(Exhibit number 4.11)
|
•
|
Provision of Cellular Telephony Network Services Agreement, effective August 1, 2000, between Mobile Telephone Networks Proprietary Limited (“MTN”) and MiX Telematics Africa Proprietary Limited (“MiX Africa”), as amended by Addendum effective July 10, 2012
(Exhibit number 4.12)
|
•
|
Agreement, effective September 2, 2005, between Matrix Vehicle Tracking Proprietary Limited, now MiX Telematics Africa Proprietary Limited (“MiX Africa”) and Super Group Trading Proprietary Limited (“Super Group”)
(Exhibit number 4.13)
|
•
|
Share Repurchase Agreement, dated 29 April 2016, between Imperial Holdings Limited, Imperial Corporate Services Proprietary Limited and MiX Telematics Limited
(Exhibit number 4.15)
|
•
|
AWS Customer Agreement, effective October 1, 2014, between Amazon Web Services, Inc. (“AWS”) and MiX Telematics International Proprietary Limited (“MiX International”)
(Exhibit number 4.20).
Augmented by the AWS Enterprise Discount Program Addendum entered into between AWS and MiX International, effective April 1, 2017
(Exhibit number 4.21)
|
•
|
Transfers of up to R2 billion per annum from the parent company (MiX Telematics Limited) to MiX Investments will be allowed without prior approval being required from the FSD. These amounts may be freely deployed to fund our foreign operations. Additional amounts will be subject to prior approval from the FSD;
|
•
|
MiX Investments will be allowed to freely raise and deploy capital offshore, provided these funds are without recourse to South Africa. Additional domestic capital (i.e. in excess of the R2 billion per annum referred to above) and guarantees will be allowed to fund foreign direct investments in accordance with the current foreign direct investment allowance. This allowance is discussed in the foreign investments section;
|
•
|
MiX Investments will be allowed to operate as our cash management center and cash pooling will be allowed without limitations;
|
•
|
Local income generated from cash management will be freely transferable; and
|
•
|
MiX Investments may operate foreign currency accounts as well as South African Rand-denominated accounts.
|
•
|
Such individual is “ordinarily resident” in South Africa. This expression is not defined in the Income Tax Act, No. 58 of 1962, or the “Income Tax Act”, and therefore its meaning is determined according to guidelines established by the courts. Generally, a person’s ordinary residence will be “the country to which he would naturally and as a matter of course return from his wandering; as contrasted with other lands it might be called his usual or principal residence and it would be described more aptly than other countries as his real home”.
|
•
|
The requirements of the physical presence test are met. If not ordinarily resident in South Africa, an individual is considered a South African resident if the individual is physically present in South Africa for more than 91 days, in aggregate, in the relevant tax year and each of the preceding five tax years, and also for more than 915 days, in aggregate, in the preceding five tax years.
|
Type of Taxpayer
|
|
Inclusion Rate of the
Capital Gain
to be Included in
Taxable Income
|
|
Statutory
Income
Tax Rate
|
|
Effective
Rate
|
|||
|
|
(%)
|
|
(%)
|
|
(%)
|
|||
Individuals
|
|
40.0
|
|
|
0 – 45
|
|
|
0 – 18.0
|
|
Trusts
|
|
|
|
|
|
|
|||
Special
|
|
40.0
|
|
|
0 – 45
|
|
|
0 – 18.0
|
|
Other
|
|
80.0
|
|
|
45
|
|
|
36.0
|
|
Life assurers
|
|
|
|
|
|
|
|||
Individual policyholder fund
|
|
40.0
|
|
|
30
|
|
|
12.0
|
|
Company policyholder fund
|
|
80.0
|
|
|
28
|
|
|
22.4
|
|
Risk policy or Corporate fund
|
|
80.0
|
|
|
28
|
|
|
22.4
|
|
Untaxed policyholder fund
|
|
—
|
|
|
—
|
|
|
—
|
|
Most companies
|
|
80.0
|
|
|
28
|
|
|
22.4
|
|
Permanent establishments (branches) of non-resident companies
|
|
80.0
|
|
|
28
|
|
|
22.4
|
|
Collective investment schemes
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
a new income tax bracket of 45% (maximum tax rate was 41% previously) for individuals and special trusts, thus the maximum effective capital gain for an individual and special trust is 18%; and
|
•
|
ordinary trusts are taxed at a flat rate of 45% (maximum tax rate was 41% previously), thus the effective capital gain for an ordinary trust is 36%.
|
•
|
certain financial institutions;
|
•
|
insurance companies;
|
•
|
dealers or traders in securities who use a mark-to-market method of tax accounting;
|
•
|
persons holding ordinary shares or ADSs as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to the ordinary shares or ADSs;
|
•
|
persons whose functional currency for United States federal income tax purposes is not the U.S. Dollar;
|
•
|
entities classified as partnerships for United States federal income tax purposes;
|
•
|
tax-exempt entities, including “individual retirement accounts” or “Roth IRAs”;
|
•
|
persons holding ordinary shares or ADSs in connection with a trade or business conducted outside of the United States; or
|
•
|
persons who own directly, indirectly, or constructively, 10% or more of the total combined voting power of all classes of our ordinary shares and/or ADSs.
|
•
|
a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia;
|
•
|
a trust if (1) a court within the United States is able to exercise primary supervision for the administration of the trust, and one or more United States persons have the authority to control all substantial decisions of the trust; or (2) the trust has validly elected under applicable Treasury regulations to be treated as a United States person; or
|
•
|
an estate the income of which is subject to United States federal income taxation regardless of its source.
|
•
|
at least 75% of its gross income for such year is passive income; or
|
•
|
at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income.
|
•
|
the excess distribution or recognized gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares;
|
•
|
the amount allocated to the current taxable year, and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we were a PFIC, will be treated as ordinary income; and
|
•
|
the amount allocated to each other taxable year will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.
|
Persons depositing or withdrawing shares or ADS holders must pay the following fees:
|
|
In respect of the following services:
|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
|
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
|
|
|
$0.05 (or less) per ADS
|
|
Any cash distribution to ADS holders
|
|
|
|
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs
|
|
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders
|
|
|
|
$0.05 (or less) per ADSs per calendar year
|
|
Depositary services
|
|
|
|
Registration or transfer fees
|
|
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
|
|
|
|
Expenses of the depositary
|
|
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
Converting foreign currency to U.S. Dollars
|
|
|
|
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes
|
|
As necessary
|
|
|
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
|
As necessary
|
|
|
$ ’000
|
|
Proceeds received from IPO
|
|
65,472
|
|
Interest received
|
|
234
|
|
Share issue costs paid from the proceeds
|
|
(1,781
|
)
|
Loan to MiX Telematics Serviços De Telemetria E Rastreamento De Veículos Do Brazil Limitada
(1)
|
|
(5,300
|
)
|
Loan to MiX Telematics Europe Limited
(2)
|
|
(1,585
|
)
|
Loan to MiX Telematics North America, Inc.
(2)
|
|
(14,500
|
)
|
ADS and share repurchases
(3)
|
|
(7,817
|
)
|
Cash converted to South African Rand to facilitate specific repurchase of shares from related party
(4)
|
|
(30,647
|
)
|
Provisional tax payment on foreign exchange gains arising from South African Rand bank accounts
|
|
(1,002
|
)
|
Settlement of loan from MiX Telematics Limited
|
|
(1,250
|
)
|
Bank charges
|
|
(1
|
)
|
Balance of remaining proceeds held in MiX Investments’ deposit accounts as at June 30, 2017
|
|
1,823
|
|
(1)
|
These loans were extended to our subsidiary in Brazil in order to facilitate the planned expansion in the region and to provide financing for in-vehicle devices for bundled deals. The loans are denominated in Brazilian Real.
|
(2)
|
These loans were extended to these subsidiaries to facilitate growth, investments in infrastructure and sales and marketing and to provide financing for in-vehicle devices for bundled deals. The loans extended to MiX Telematics Europe Limited and MiX Telematics North America, Inc. are denominated in British Pound and U.S. Dollar, respectively.
|
(3)
|
See note 13 to our consolidated financial statements for further details on the fiscal year 2016 share repurchase program.
|
(4)
|
See note 13 to our consolidated financial statements for further details on the fiscal year 2017 specific share repurchase agreement from related party.
|
|
|
South African Rand
|
|
|
|
’000
|
|
Cash converted to South African Rand to facilitate specific repurchase of shares from related party
|
|
477,605
|
|
Interest received
|
|
5,728
|
|
Cash transferred to MiX Telematics Limited to acquire MiX Australasia Group
(1)
|
|
(483,333
|
)
|
Balance of South African Rand proceeds held in MiX Investments’ deposit accounts as at June 30, 2017
|
|
—
|
|
•
|
$1.8
million is held by MiX Investments in U.S. Dollars (as described above);
|
•
|
Approximately $2.8 million of the
$21.4
million loan funding advanced to subsidiaries is still available as cash in the subsidiaries.
|
•
|
Changes to the processes and procedures, and the related controls, relating to the accounting of in-vehicle devices and inventory;
|
•
|
Ongoing training of finance staff with relevant accounting experience and skills in the preparation of financial statements under IFRS; and
|
•
|
Ongoing oversight from head office finance regarding monitoring controls relating to balance sheet reconciliations.
|
•
|
The appointment of several key finance staff including amongst others a permanent Financial Director with extensive controls experience;
|
•
|
Ongoing training of finance staff on control procedures and activities will be conducted during the fiscal year; and
|
•
|
Ongoing testing and review of key controls by our group risk function.
|
|
|
2017
|
|
2017
|
|
2016
|
||||||
|
|
(In thousands)
|
||||||||||
Audit fees
|
|
|
$658
|
|
|
|
R8,821
|
|
|
|
R7,426
|
|
Tax fees
|
|
54
|
|
|
721
|
|
|
1,199
|
|
|||
All other fees
|
|
43
|
|
|
583
|
|
|
65
|
|
|||
Total
(1)
|
|
|
$755
|
|
|
|
R10,125
|
|
|
|
R8,690
|
|
(1)
|
In respect of our Audit and Risk Committee approval process, all of the non-audit and audit fees paid to PricewaterhouseCoopers Inc. have been pre-approved by the Audit and Risk Committee.
|
Period
|
|
Total number of shares repurchased
|
|
Average price paid per share
(1)
|
|
Shares canceled under the share repurchase program
|
|
Total number of shares purchased as part of publicly announced programs
|
|
Maximum number of shares that may yet be purchased under the programs
|
|||||
Month
|
|
|
|
|
|
|
|
|
|
|
|||||
August 2016
|
|
200,828,260
|
|
|
2.36
|
|
|
(200,828,260
|
)
|
|
200,828,260
|
|
|
—
|
|
|
|
200,828,260
|
|
|
|
|
(200,828,260
|
)
|
|
200,828,260
|
|
|
|
Period
|
|
Total number of shares repurchased
|
|
Average price paid per share
(1)
|
|
Shares canceled under the share repurchase program
|
|
Total value of shares purchased as part of publicly announced program
|
|
Maximum value of shares that may yet be purchased under the program
|
|||||
Month
|
|
|
|
|
|
|
|
|
|
|
|||||
June 2017
|
|
5,015,660
|
|
|
3.72
|
|
|
—
|
|
|
18,666,376
|
|
|
251,333,624
|
|
|
|
5,015,660
|
|
|
|
|
—
|
|
|
18,666,376
|
|
|
|
•
|
The NYSE Listing Standards require that the non-management directors of United States listed companies meet at regularly scheduled executive sessions without management. Although the JSE Listings Requirements do not require such meetings, the board ordinarily meets without executives on a biannual basis as it is a requirement of King III and the new King IV.
|
•
|
The NYSE Listing Standards require United States listed companies to have an audit committee composed of at least three independent directors. A foreign private issuer may be exempted from the requirement that all members of the audit committee qualify as independent under the NYSE Listing Standards provided, among other requirements, that the members of the audit committee are independent under Exchange Act Rule 10A-3. All of our Audit and Risk Committee members are independent, both under the NYSE Listing Standards and the JSE Listings Requirements.
|
•
|
The NYSE Listing Standards require United States listed companies to have a nominating/corporate governance committee composed entirely of independent directors. The NYSE Listing Standards also require United States listed companies to have a compensation committee composed entirely of independent directors. The JSE Listings Requirements require the appointment of a remuneration committee, and stipulate that all members of this committee must be non-executive directors, the majority of whom must be independent. We have a combined Nominations and Remuneration Committee which currently comprises three non-executive directors, all of whom are independent under the NYSE Listings Requirements. One of these directors is not considered independent in terms of the JSE Listings Requirements due to his significant shareholding in the Company.
|
•
|
Under NYSE Listing Standards, shareholders of United States companies must be given the opportunity to vote for the establishment of and material amendments to equity compensation plans, transactions involving below market price issuances in private placements of more than 20% of outstanding shares, or issuances that result in a change in control, with limited exceptions set forth in the NYSE Listing Standards. The JSE Listings Requirements provides that a share incentive plan and material amendments thereto must be approved by shareholders passing an ordinary resolution (requiring a 75% majority of the votes cast in favor of such a resolution). The JSE Listings Requirements further specifies the information that must be included in the share incentive plan and includes
inter alia
provisions relating to who is an eligible participant, the aggregate number of shares that may be utilized for the purposes of the share incentive plan, the maximum number of shares for any one participant, the amount that is payable upon acceptance and conditions for awarding of shares. The JSE Listings Requirements requires any issue of shares for cash (both general or specific) to be approved by shareholders passing an ordinary resolution (requiring a 75% majority of the votes cast in favor of such a resolution) and limits the number of shares that may be issued and the discount at which the shares are issued.
|
•
|
Under NYSE Listing Standards, each related party transaction is to be reviewed and evaluated by an appropriate group within the listed company involved. While the NYSE does not specify who should review related party transactions, the NYSE believes that the audit committee or another comparable body might be considered as an appropriate forum for this task. The NYSE Listing Standards state that, following the aforementioned review, the Company should determine whether or not a particular relationship serves the best interest of the Company and its shareholders and whether the relationship should be continued or eliminated. The NYSE’s related party guidance applies to listed companies acquiring their own shares or conducting repurchases through affiliates. In general, the NYSE Listing Standards are not otherwise implicated with respect to share repurchases. The JSE Listings Requirements allow for the acquisition by a company of its own securities or the acquisition by a subsidiary of securities in its holding company, in accordance with the Companies Act. The JSE Listings Requirements requires any repurchase of shares (both general or specific) to be approved by shareholders passing a special resolution (requiring a 75% majority of the votes cast in favor of such a resolution). The requirements for a repurchase differ depending upon whether the repurchase takes the form of a general authority to repurchase securities, or a specific authority to repurchase securities.
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
|
Statement of Financial Position at March 31, 2017 and March 31, 2016
|
|
*
|
Income Statement for the years ended March 31, 2017, March 31, 2016 and March 31, 2015
|
|
*
|
Statement of Comprehensive Income for the years ended March 31, 2017, March 31, 2016 and March 31, 2015
|
|
*
|
Statement of Changes in Equity for the years ended March 31, 2017, March 31, 2016 and March 31, 2015
|
|
*
|
Statement of Cash Flows for the years ended March 31, 2017, March 31, 2016 and March 31, 2015
|
|
*
|
Notes to the Financial Statements
|
|
*
|
Exhibit
number
|
|
Description
|
1.1*
|
|
Memorandum of Incorporation of the Company as amended
|
4.1**
|
|
Form of Deposit Agreement among the Company, The Bank of New York Mellon, as depositary, and the holders from time to time of American depositary shares issued thereunder, including the form of American depositary receipts
|
4.2**
|
|
TeliMatrix Group Executive Incentive Scheme, adopted by TeliMatrix Limited, dated October 8, 2007, including the Deed of Amendment, dated January 31, 2011, and the Second Deed of Amendment, dated September 13, 2011
|
4.3**
|
|
Agreement of Lease, dated October 2, 2007, between Thynk Industrial One Proprietary Limited and Matrix Vehicle Tracking Proprietary Limited and addendum thereto
|
4.4**
|
|
Updated Terms and Conditions of Employment of Stefan Joselowitz, dated November 18, 2008
|
4.5**
|
|
Offer of Employment and Standard Terms and Conditions, dated December 7, 2009, between the Company
and Megan Pydigadu
|
4.6**
|
|
Standard Terms and Conditions of Employment, dated January 1, 2012, between the Company and Brendan Patrick Horan
|
4.7**
|
|
Restraint of Trade, dated January 1, 2012, between the Company and Brendan Patrick Horan
|
4.8
|
|
Standard Terms and Conditions of Employment, effective October 1, 2016, between the Company and Gert Pretorius
|
4.9**
|
|
Restraint of Trade, dated January 1, 2012, between the Company and Gert Pretorius
|
4.10**
|
|
Facility Letter, dated February 25, 2013, between The Standard Bank of South Africa Limited and the Company
|
4.11**
|
|
Facility Letter, dated March 25, 2013, between Nedbank Limited and MiX Telematics Africa Proprietary Limited
|
4.12†***
|
|
Provision of Cellular Telephony Network Services Agreement, effective August 1, 2000, between Mobile Telephone Networks Proprietary Limited and the Company, as amended by Addendum effective July 10, 2012
|
4.13†**
|
|
Agreement, effective September 2, 2005, between Matrix Vehicle Tracking Proprietary Limited
and Super Group Trading Proprietary Limited
|
4.14**
|
|
Standard Terms and Conditions of Employment, dated December 1, 2013, between the Company and Catherine Lewis
|
4.15†*****
|
|
Share Repurchase Agreement, dated April 29, 2016, between Imperial Holdings Limited, Imperial Corporate Services Proprietary Limited and MiX Telematics Limited
|
4.16****
|
|
MiX Telematics Limited Long-Term Incentive Plan
|
4.17
|
|
Executive Employment Agreement, dated February 22, 2017, between the Company and Paul Dell
|
4.18
|
|
Restraint of Trade Agreement, dated February 22, 2017, between the Company and Paul Dell
|
4.19
|
|
Updated Terms and Conditions of Employment, effective April 1, 2017, between the Company and Charles Tasker
|
4.20
|
|
AWS Customer Agreement, effective October 1, 2014, between Amazon Web Services, Inc. (“AWS”) and MiX Telematics International Proprietary Limited (“MiX International”)
|
4.21
|
|
AWS Enterprise Discount Program Addendum, effective April 1, 2017, between AWS and MiX International
|
8.1
|
|
List of subsidiaries of the Company
|
12.1
|
|
Certification of Stefan Joselowitz, Chief Executive Officer of MiX Telematics Limited pursuant of Section 302 of the Sarbanes-Oxley Act of 2002
|
12.2
|
|
Certification of Paul Dell, Interim Chief Financial Officer of MiX Telematics Limited pursuant of Section 302 of the Sarbanes-Oxley Act of 2002
|
13.1
|
|
Certification of Stefan Joselowitz, Chief Executive Officer of MiX Telematics Limited and Paul Dell, Interim Chief Financial Officer of MiX Telematics Limited, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
15.1
|
|
Consent of PricewaterhouseCoopers Inc.
|
99.1
|
|
MiX Telematics Limited Consolidated Financial Statements
|
*
|
Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the year ended March 31, 2014 filed on July 30, 2014 (File No. 001-36027).
|
**
|
Previously filed with the Registration Statement on Form F-1 (Registration No. 333-189799) filed by the Registrant on July 3, 2013.
|
***
|
Previously filed with Amendment No. 1 to the Registration Statement filed by the Registrant on July 22, 2013.
|
****
|
Previously filed with Registration Statement on Form S-8 (Registration No. 333-199908) filed by the Registrant on November 6, 2014.
|
*****
|
Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the year ended March 31, 2016 filed on June 26, 2016 (File No. 001-36027).
|
†
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
|
EXECUTIVE EMPLOYMENT AGREEMENT
entered into between
MIX TELEMATICS LIMITED
and
GERT PRETORIUS
|
1.
|
INTERPRETATION AND DEFINITIONS
|
1.1
|
The headings of the clauses in the agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of or modify or amplify the terms of the agreement or any clause hereof.
|
1.2
|
Unless a contrary intention clearly appears, words importing -
|
1.2.1
|
any one gender include the other two genders;
|
1.2.2
|
the singular include the plural and
vice versa
; and
|
1.2.3
|
natural persons include created entities (corporate or unincorporated) and the state and
vice versa
.
|
1.3
|
The following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings:
|
1.3.1
|
"
Agreement
" means the contract of employment concluded between the Parties and the appendices thereto;
|
1.3.2
|
"
Annual Leave Cycle
" means the period of twelve months' employment with the same employer following the Effective Date;
|
1.3.3
|
"
BCEA
" the means the Basic Conditions of Employment Act 75 of 1997 (as amended);
|
1.3.4
|
"
Business
" the business of bureau services, vehicle tracking and recovery, fleet management, and telemetry, which is conducted by the Company and/or any Group Company, within the Territory from time to time;
|
1.3.5
|
“
Company
” means MiX Telematics Limited, a company duly registered and incorporated in accordance with the company laws of South Africa;
|
1.3.6
|
"
Confidential Information
" means any information or data relating to the Company and any Group Company (even if not marked as being confidential, restricted, secret, proprietary or any similar designation), in whatever format and whether recorded or not (and if recorded, whether recorded in writing, on any electronic medium or otherwise), which:
|
1.3.6.1
|
by its nature or content is identifiable as confidential and/or proprietary; or
|
1.3.6.2
|
is intended or by its nature or content could reasonably be expected to be confidential and/or proprietary,
|
1.3.6.3
|
and includes:
|
1.3.6.3.1
|
information relating to the existing and future strategic objectives and existing and future business plans and corporate opportunities;
|
1.3.6.3.2
|
trade secrets;
|
1.3.6.3.3
|
technical information, techniques, know-how, operating methods and procedures;
|
1.3.6.3.4
|
details of costs, sources of materials and customer lists (whether actual or potential) and other information relating to the existing and prospective customers and suppliers;
|
1.3.6.3.5
|
pricing, price lists and purchasing policies;
|
1.3.6.3.6
|
computer data, programmes and source codes;
|
1.3.6.3.7
|
information contained in or constituting the hardware or software, including third party products and associated material;
|
1.3.6.3.8
|
information relating to network telecommunications services and facilities;
|
1.3.6.3.9
|
any and all methodologies, formulae and related information in developed software and processes and other business;
|
1.3.6.3.10
|
products, drawings, designs, plans, functional and technical requirements and specifications;
|
1.3.6.3.11
|
Intellectual Property that is proprietary to the Group or that is proprietary to a third party and in respect of which the Group has rights of use or possession;
|
1.3.6.3.12
|
marketing information of whatsoever nature or kind;
|
1.3.6.3.13
|
financial information of whatsoever nature or kind;
|
1.3.6.3.14
|
information relating to any contracts to which any company in the Group is a party, and any information which is not readily available to a competitor in the normal and ordinary course of business;
|
1.3.7
|
"
Effective Date
" means 1 October 2016, notwithstanding the Signature Date;
|
1.3.8
|
“
Employee
” means Gert Pretorius;
|
1.3.9
|
“Group”
and "
Group Company
" means the Company, any associated company of the Company, any partnership in which the Company is a partner, any company which is a subsidiary company of the Company, any company which is a holding company of the Company, any company which is a subsidiary of or is controlled by such holding company, any division of such holding company and/or any joint venture company of which the Company, or such holding company is a shareholder;
|
1.3.10
|
"
Intellectual Property
" means the following in respect of the Company and any Group Company in any location or jurisdiction worldwide:
|
1.3.10.1
|
all inventions (whether patentable or unpatentable) and whether or not reduced to practise), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all revisions, extensions and re-examinations thereof;
|
1.3.10.2
|
all trademarks, service marks, trade dress, logos, trade names and corporate names, (including all domain names, internet and intranet names, addresses, icons and other designations useful to identify or locate any company in the Group on a computer network such as the world wide web), together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith;
|
1.3.10.3
|
all works capable of copyright, all copyright, and all applications, registrations and renewals in connection therewith;
|
1.3.10.4
|
all trade secrets and business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supply lists, pricing and cost information, and business and marketing plans and proposals);
|
1.3.10.5
|
all computer software (including data and related documentation);
|
1.3.10.6
|
all other proprietary rights;
|
1.3.10.7
|
all business or trade names used by or in connection with, or normally associated with any member of the Group; and
|
1.3.10.8
|
all copies and tangible embodiments thereof, in each instance in whatever form or medium;
|
1.3.11
|
"
LRA
" means the Labour Relations Act No 66 of 1995 (as amended);
|
1.3.12
|
“
Parties
” means the Company and the Employee;
|
1.3.13
|
"
PAYE
" means pay as you earn in terms of the Income Tax Act 58 of 1962;
|
1.3.14
|
"
Personal Information
" means personal information as defined in POPI;
|
1.3.15
|
"
POPI
" means the Protection of Personal Information Act, as may be gazetted and/or amended from time to time;
|
1.3.16
|
"
Sick Leave Cycle
" means the period of 36 months employment with the same employer following the Effective Date;
|
1.3.17
|
"
Signature Date
" means the date of signature of the agreement by the last signing of its signatories;
|
1.3.18
|
"
Termination Date
" means the date on which the Agreement is terminated in terms of clause 24 herein; and
|
1.3.19
|
"
UI Act
" means the Unemployment Insurance Act 63 of 2001 (as amended).
|
2.
|
APPOINTMENT
|
2.1
|
The Company appoints the Employee and the Employee accepts such appointment in the capacity of Managing Director of MiX Telematics Africa Proprietary Limited, and Executive Vice President of MiX Telematics Limited, on the terms and conditions set out in the Agreement.
|
2.2
|
The Employee shall be based at the Company’s Midrand office, or such other place as may be required of the Employee by the Company from time to time.
|
3.
|
COMMENCEMENT AND DURATION
|
4.
|
WARRANTIES BY THE EMPLOYEE
|
4.1
|
The Employee hereby warrants that:
|
4.1.1
|
he will not be in breach of any express or implied terms of any contract or of any other obligation binding upon him/her;
|
4.1.2
|
he is suitably qualified for the post and all information supplied to the Company detailing his/her experience and qualifications and all representations made by him/her are true and accurate; and
|
4.1.3
|
he does not have a criminal record and no investigations with regard to any crime or offence are pending against him.
|
5.
|
DUTIES OF THE EMPLOYEE
|
5.1
|
The Employee shall:
|
5.1.1
|
report to and execute the orders and directions of
the Group Chief Operating Officer (“COO”),
carry out such functions and duties as are from time to time assigned to him and are consistent with his position, and use his utmost endeavours to protect and promote the Business and interests of the Group and to preserve their reputation and goodwill;
|
5.1.2
|
not undertake any other employment or activity for gain whilst in the employment of the Company;
|
5.1.3
|
not engage in activities which would detract from the proper performance of his duties;
|
5.1.4
|
use his best endeavours to promote and extend the Business of the Group;
|
5.1.5
|
deliver to
the COO
, in any event, and upon termination of the Agreement, all books of account, records, information, correspondence and notes concerning or containing any reference to the work or the Business of the Group, which belongs to any member of the Group, and are in the possession or under the control, directly or indirectly, of the Employee;
|
5.1.6
|
submit to
the COO
, or any person nominated by them, such information and reports as may be required of him in connection with the performance of his duties and the Business the Group;
|
5.1.7
|
meet with
the COO
, or such other person nominated for this purpose, as regularly as the Chairman requires, to discuss the operations of the Group, and provide written updates and reports on such operations; and
|
5.1.8
|
meet with the
COO
as regularly as they may require, to discuss the key performance indicators agreed to from time to time, and where so required produce reports of such activities.
|
6.
|
REMUNERATION
|
6.1
|
As remuneration for his services hereunder the Employee shall be entitled to the remuneration set out in Annexure "A".
|
6.2
|
The Company shall pay the Employee’s remuneration into his nominated bank account on the 25
th
day of each month, unless the 25
th
falls on a Sunday or Public Holiday, in which case the payment will be made on the subsequent working day.
|
6.3
|
The Employee agrees that the Company may deduct from his remuneration any amounts due in relation to PAYE, the UI Act or as required by any other law, court order or written agreement applicable from time to time.
|
6.4
|
If, at any time, the Employee owes any amounts to the Company which are not in dispute, he hereby authorises the Company to deduct such amounts from, or set off such amounts against, any amount owed to the Employee by the Company.
|
6.5
|
The Employee’s remuneration shall be subject to review for increase by the Company on an annual basis.
|
7.
|
PERFORMANCE BONUS
|
7.1
|
In addition to Employee’s remuneration, in terms of clause 6 above, the Employee may be entitled to an annual performance bonus. This will be paid out on a bi-annual basis and will vary depending on the performance of the Group and an assessment of the Employee’s performance.
|
7.2
|
The payment and parameters of any such performance bonus will be within the sole discretion of the Company and the remuneration committee, based on the criteria above.
|
8.
|
LONG-TERM INCENTIVE PLAN AND RESTRAINT
|
8.1
|
On the Employee’s appointment as Managing Director, he will be eligible to participate in the MiX Telematics Long-Term Incentive Plan for the period of time stipulated in the said Plan.
|
8.2
|
The incentive award will be commensurate with the Employee’s position in the Group, subject to the terms of the Plan, as implemented by the Company from time to time, and his participation in the Plan will be dependent upon him signing the restraint of trade agreement set out in Annexe B.
|
9.
|
MEDICAL AID AND RETIREMENT FUND SCHEME
|
9.1
|
The Employee is obliged to participate in the Company’s medical aid and retirement fund schemes nominated for this purpose from time to time by the Company, in accordance with the relevant rules of the schemes.
|
9.2
|
The Company will not be responsible for any post-retirement medical aid or retirement fund contributions.
|
10.
|
OUT OF POCKET EXPENSES
|
10.1
|
Given the nature of the Employee’s duties, the Employee may from time to time be required to travel away from his ordinary workplace for business purposes.
|
10.2
|
The Company shall refund to the Employee any disbursements made or expenses incurred by the Employee on behalf of the Group which are:
|
10.2.1
|
necessary to enable the Employee to perform his duties under the Agreement;
|
10.2.2
|
authorised or ratified by the Company; and
|
10.2.3
|
substantiated by vouchers or other reasonable written evidence of such expenditure.
|
10.3
|
The Company shall have the right to review and limit the disbursements and expenditure which the Employee incurs or may incur on its behalf or on behalf of any Group Company.
|
11.
|
MOBILE PHONE AND ON BOARD COMPUTER
|
11.1
|
Upon submission and approval of the necessary invoices, the Company will reimburse the Employee for all expenses incurred by the Employee in using the Employee’s mobile phone for business purposes.
|
11.2
|
The Employee agrees that the Company shall be entitled to place an on-board computer (“OBC”) into his vehicle, if requested to do so by the Company. The costs associated with the installation and maintenance of the OBC shall be borne by the Company. The Employee agrees that he will not tamper with the OBSC or alter any of the configurations or settings that will cause the OBC to malfunction in any way.
|
11.3
|
Should the provision of either of these items result in any liability for taxation, the tax (PAYE or otherwise) will be for the Employee’s account.
|
12.
|
HOURS OF WORK
|
12.1
|
As a senior executive, the nature of the Employee’s work will be such that the Employee is sometimes required to work outside of the Company’s ordinary working hours.
|
12.2
|
The Employee agrees to work such additional hours as may be reasonably necessary for the fulfilment of the Employee’s duties without additional compensation.
|
12.3
|
The Company will be entitled to, from time to time, adjust the Employee’s working hours in terms of operational requirements.
|
13.
|
ANNUAL LEAVE
|
14.
|
SICK LEAVE, FAMILY RESPONSIBILITY LEAVE AND MATERNITY LEAVE
|
15.
|
CONFIDENTIALITY
|
15.1
|
The Employee irrevocably and unconditionally agrees and undertakes, not to use the Confidential Information, whether directly or indirectly:
|
15.1.1
|
for the Employee's benefit; or
|
15.1.2
|
for the benefit of any person other than any company in the Group;
|
15.1.3
|
to treat and safeguard the Confidential Information as strictly private and confidential;
|
15.1.4
|
not to use, disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Chairman of the Board, which consent may be granted or withheld in the sole and absolute discretion of the Chairman;
|
15.1.5
|
not to decompile, disassemble or reverse engineer or otherwise modify, adapt, alter or vary the whole or any part of the Confidential Information; and
|
15.1.6
|
to take all such steps as may be reasonably necessary to prevent Confidential Information from falling into the hands of unauthorised third parties.
|
15.2
|
The determination of whether information is Confidential Information shall not be affected by whether or not such information is subject to, or protected by, common law or statute related to copyright, patent, trademarks or otherwise.
|
15.3
|
If the Employee is uncertain as to whether any information is Confidential Information, the Employee shall treat such information as confidential until the contrary is agreed to in writing.
|
15.4
|
In the event that the Employee is required to disclose information relating to the Group pursuant to clause 15, he shall:
|
15.4.1
|
advise the Company thereof prior to disclosure, if possible;
|
15.4.2
|
take such steps to limit the disclosure to the extent that he lawfully and reasonably can;
|
15.4.3
|
afford the Company a reasonable opportunity, if possible, to intervene in the proceedings; and
|
15.4.4
|
comply with the Company’s reasonable requests as to the manner and terms of any such disclosure.
|
16.
|
INVENTIONS, DISCOVERIES, COPYRIGHT AND DOCUMENTS
|
16.1
|
Any Intellectual Property made, created or discovered by the Employee in the course and scope of his employment, in connection with or in any way affecting or relating to the Business of the Group or capable of being used or adapted for use by the Group in connection with its Business, shall be disclosed to the Company and shall belong to the Company.
|
16.2
|
The Employee shall, if and when required by the Company, and at the expense of the Company, apply or join with the Company in applying for letters patent or other equivalent protection in the Republic of South Africa or in any other part of the world for the Intellectual Property and shall execute all instruments and do all things necessary for vesting the said letters patent or other equivalent protection in the name of the Company as sole beneficial owner or in the name of such other person as may be nominated.
|
16.3
|
Insofar as may be necessary, the Employee hereby assigns to the Company the copyright in all present and future works eligible for copyright including, without limitation, software programmes of which she may be the author, which works were or are created, compiled, devised or brought into being during the course and in the scope of his employment. No consideration shall be payable to the Employee in respect of the assignment. The Employee hereby waives in favour of the Company or any successor-in-title any moral rights in copyright as provided for in the Agreement, which may vest in him.
|
16.4
|
All reports, manuals, financial statements, budgets, indices, research papers, letters or other similar documents, the nature of which is not limited by the specific reference to the aforegoing items, which are created, compiled or devised or brought into being by the Employee or come into the Employee's possession during the course and in the scope of [his/her] employment and all copies thereof, shall be the property of the Company.
|
17.
|
RESTRAINT OF TRADE
|
18.
|
COMPUTER SYSTEMS
|
18.1
|
During the Employee's employment by the Company, the Employee will be supplied with a computer system and with access to the Company’s network, computer systems and software.
|
18.2
|
The Company may at all times specify the manner in which these facilities may be used and the Employee hereby agrees to be bound by any information technology policy of the Company in force from time to time.
|
18.3
|
Without derogating from the generality of the aforementioned, the Employee shall:
|
18.3.1
|
utilise the computer and access the Company's network, laptops, computer systems and software, including email and internet, solely in pursuance of the Group's Business activities; and
|
18.3.2
|
not copy any software whatsoever, for whatever purpose, from one computer to another unless both the applicable software licence and the Company permits it.
|
19.
|
INTERCEPTION AND MONITORING OF ELECTRONIC COMMUNICATIONS
|
20.
|
CONSENT TO USE PERSONAL INFORMATION
|
20.1
|
The Employee hereby consents to the collection, processing and further processing of the Employee's Personal Information by the Group, for the purposes of securing and further facilitating the Employee's employment.
|
20.2
|
Without derogating from the generality of the aforementioned, the Employee consents to the Group's collection and processing of Personal Information pursuant the clause 20 insofar as Personal Information of the Employee is contained in relevant electronic communications.
|
20.3
|
The Employee is hereby notified of the purpose and reason for the collection and processing of such Personal Information.
|
20.4
|
The Employee undertakes to make available to the Company all necessary Personal Information required by the Company for the purpose of securing and further facilitating the Employee's employment.
|
20.5
|
Without limiting the generality of the aforegoing, the Employee absolves the Group from any liability in terms of POPI for failing to obtain the Employee's consent or to notify the Employee of the reason for the processing of any of the Employee's Personal Information.
|
21.
|
CODES, PROCEDURES, RULES AND REGULATIONS
|
22.
|
SUSPENSION OF EMPLOYMENT
|
23.
|
TERMINATION
|
23.1
|
This Agreement shall, notwithstanding any other provision, automatically terminate without notice at the end of the financial year of the Company in which the Employee attains the age of 60 years, being the Company's normal retirement age.
|
23.2
|
Alternatively, either Party may terminate the Agreement on three months’ written notice.
|
23.3
|
Notwithstanding 23.1 and 23.2, the Company shall be entitled to terminate the Employee’s employment summarily, if the Employee:
|
23.3.1
|
is guilty of any misconduct justifying summary dismissal;
|
23.3.2
|
is guilty of misconduct which is likely to bring the Group into disrepute;
|
23.3.3
|
is convicted of an offence involving dishonesty, or commits any act of dishonesty;
|
23.3.4
|
commits a material breach of any of the terms of the Agreement and fails to remedy such breach within 14 days of receipt of written notice from the Company specifying the breach and demanding that it be remedied;
|
23.3.5
|
is unable to perform his duties, responsibilities and functions to the standard expected and required of an incumbent of the position;
|
23.3.6
|
becomes incapacitated.
|
23.4
|
The Employee shall, upon the termination of his employment by the Company for whatsoever reason, immediately return to the Company, all correspondence, documents, papers, memoranda, notes, records as may be contained in magnetic media or other forms of computer storage, videos, tapes and any copies thereof, credit and charge cards and all other property belonging to the Group, which may be in the Employee's possession or under her control.
|
23.5
|
After the termination of the Employee's employment, the Employee will not at any time make any adverse, untrue or misleading statement about the Group or its officers or Employees, or represent himself as being employed by or connected with the Company.
|
23.6
|
The Employee shall not, at any time after the termination of his employment by the Company, represent himself as being in any way connected with or interested in the Group.
|
24.
|
EFFECT OF TERMINATION OF EMPLOYMENT
|
25.
|
DOMICILIUM CITANDI ET EXECUTANDI
|
25.1
|
The parties choose as their
domicilia citandi et executandi
for all purposes under the agreement, at the following addresses
:
|
25.2
|
Any notice or communication required or permitted to be given in terms of the agreement shall be valid and effective only if in writing but it shall be competent to give notice by telefax.
|
25.3
|
Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen
domicilium citandi et executandi
.
|
26.
|
GENERAL
|
26.1
|
The undertakings given by the Employee in the Agreement shall also be for the benefit of the Group and may be enforced by any successors-in-title. The undertakings shall be deemed to have been imposed as a
stipulatio alteri
for the benefit of any successor-in-title and such benefit may be accepted by any successor-in-title at any time.
|
26.2
|
The Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of the Agreement not incorporated in the Agreement shall be binding on either of the Parties.
|
26.3
|
The Agreement supersedes and replaces any and all agreements between the Parties (and other persons, as may be applicable) and undertakings given to or on behalf of the Parties (and other persons, as may be applicable) in relation to the subject matter hereof.
|
26.4
|
No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of the Agreement will be of any force or effect unless in writing and signed by the Parties, save for variations to the Employee's terms and conditions of employment as a result of the Group's operational requirements from time to time.
|
27.
|
SIGNATURE
|
Witness
|
for
THE COMPANY
|
Witness
|
for
THE EMPLOYEE
|
1.
|
The total annual cost-to-company will be R2,650,000 (two million six hundred and fifty thousand Rand) and shall be paid monthly.
|
EXECUTIVE EMPLOYMENT AGREEMENT
entered into between
MIX TELEMATICS LIMITED
and
PAUL MARK DELL
|
1.
|
INTERPRETATION AND DEFINITIONS
|
1.1
|
The headings of the clauses in the agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of or modify or amplify the terms of the agreement or any clause hereof.
|
1.2
|
Unless a contrary intention clearly appears, words importing -
|
1.2.1
|
any one gender include the other two genders;
|
1.2.2
|
the singular include the plural and
vice versa
; and
|
1.2.3
|
natural persons include created entities (corporate or unincorporated) and the state and
vice versa
.
|
1.3
|
The following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings:
|
1.3.1
|
"
Agreement
" means the contract of employment concluded between the Parties and the appendices thereto;
|
1.3.2
|
"
Annual Leave Cycle
" means the period of twelve months' employment with the same employer following the Effective Date;
|
1.3.3
|
"
BCEA
" means the Basic Conditions of Employment Act 75 of 1997 (as amended);
|
1.3.4
|
"
Business
" the business of bureau services, vehicle tracking and recovery, fleet management, and telemetry, which is conducted by the Company and/or any Group Company, within the Territory from time to time;
|
1.3.5
|
"
Company
" means MiX Telematics Limited, a company duly registered and incorporated in accordance with the company laws of South Africa;
|
1.3.6
|
"
Confidential Information
" means any information or data relating to the Company and any Group Company (even if not marked as being confidential, restricted, secret, proprietary or any similar designation), in whatever format and whether recorded or not (and if recorded, whether recorded in writing, on any electronic medium or otherwise), which:
|
1.3.6.1
|
by its nature or content is identifiable as confidential and/or proprietary; or
|
1.3.6.2
|
is intended or by its nature or content could reasonably be expected to be confidential and/or proprietary,
|
1.3.6.3
|
and includes:
|
1.3.6.3.1
|
information relating to the existing and future strategic objectives and existing and future business plans and corporate opportunities;
|
1.3.6.3.2
|
trade secrets;
|
1.3.6.3.3
|
technical information, techniques, know-how, operating methods and procedures;
|
1.3.6.3.4
|
details of costs, sources of materials and customer lists (whether actual or potential) and other information relating to the existing and prospective customers and suppliers;
|
1.3.6.3.5
|
pricing, price lists and purchasing policies;
|
1.3.6.3.6
|
computer data, programmes and source codes;
|
1.3.6.3.7
|
information contained in or constituting the hardware or software, including third party products and associated material;
|
1.3.6.3.8
|
information relating to network telecommunications services and facilities;
|
1.3.6.3.9
|
any and all methodologies, formulae and related information in developed software and processes and other business;
|
1.3.6.3.10
|
products, drawings, designs, plans, functional and technical requirements and specifications;
|
1.3.6.3.11
|
Intellectual Property that is proprietary to the Group or that is proprietary to a third party and in respect of which the Group has rights of use or possession;
|
1.3.6.3.12
|
marketing information of whatsoever nature or kind;
|
1.3.6.3.13
|
financial information of whatsoever nature or kind;
|
1.3.6.3.14
|
information relating to any contracts to which any company in the Group is a party, and any information which is not readily available to a competitor in the normal and ordinary course of business;
|
1.3.7
|
"
Effective Date
" means 1 February 2017, notwithstanding the Signature Date;
|
1.3.8
|
"
Employee
" means Paul Mark Dell, identity number 820219 5087 089;
|
1.3.9
|
"
Group
" and "
Group Company
" means the Company, any associated company of the Company, any partnership in which the Company is a partner, any company which is a subsidiary company of the Company, any company which is a holding company of the Company, any company which is a subsidiary of or is controlled by such holding company, any division of such holding company and/or any joint venture company of which the Company, or such holding company is a shareholder;
|
1.3.10
|
"
Intellectual Property
" means the following in respect of the Company and any Group Company in any location or jurisdiction worldwide:
|
1.3.10.1
|
all inventions (whether patentable or unpatentable) and whether or not reduced to practise), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all revisions, extensions and re-examinations thereof;
|
1.3.10.2
|
all trademarks, service marks, trade dress, logos, trade names and corporate names, (including all domain names, internet and intranet names, addresses, icons and other designations useful to identify or locate any company in the Group on a computer network such as the world wide
|
1.3.10.3
|
all works capable of copyright, all copyright, and all applications, registrations and renewals in connection therewith;
|
1.3.10.4
|
all trade secrets and business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supply lists, pricing and cost information, and business and marketing plans and proposals);
|
1.3.10.5
|
all computer software (including data and related documentation);
|
1.3.10.6
|
all other proprietary rights;
|
1.3.10.7
|
all business or trade names used by or in connection with, or normally associated with any member of the Group; and
|
1.3.10.8
|
all copies and tangible embodiments thereof, in each instance in whatever form or medium;
|
1.3.11
|
"
LRA
" means the Labour Relations Act No 66 of 1995 (as amended);
|
1.3.12
|
"
Parties
" means the Company and the Employee;
|
1.3.13
|
"
PAYE
" means pay as you earn in terms of the Income Tax Act 58 of 1962;
|
1.3.14
|
"
Personal Information
" means personal information as defined in POPI;
|
1.3.15
|
"
POPI
" means the Protection of Personal Information Act 4 of 2013, as may be gazetted and/or amended from time to time;
|
1.3.16
|
"
Sick Leave Cycle
" means the period of 36 months’ employment with the same employer following the Effective Date;
|
1.3.17
|
"
Signature Date
" means the date of signature of the agreement by the last signing of its signatories;
|
1.3.18
|
"
Termination Date
" means the date on which the Agreement is terminated in terms of clause 23 herein; and
|
1.3.19
|
"
UI Act
" means the Unemployment Insurance Act 63 of 2001 (as amended).
|
2.
|
APPOINTMENT
|
2.1
|
The Company appoints the Employee and the Employee accepts such appointment in the capacity of Interim Chief Financial Officer on the terms and conditions set out in the Agreement.
|
2.2
|
In the event that the Company appoints a Chief Financial Officer and does not make the Employee’s appointment permanent, the Employee will remain employed by the Company, at such designation as then agreed between the Parties, on not less favourable terms than the terms contained in this Agreement.
|
2.3
|
The Employee shall be based at the Company’s Midrand office, or such other place as may be required of the Employee by the Company from time to time.
|
3.
|
COMMENCEMENT AND DURATION
|
4.
|
WARRANTIES BY THE EMPLOYEE
|
4.1
|
The Employee hereby warrants that:
|
4.1.1
|
he will not be in breach of any express or implied terms of any contract or of any other obligation binding upon him/her;
|
4.1.2
|
he is suitably qualified for the post and all information supplied to the Company detailing his/her experience and qualifications and all representations made by him/her are true and accurate; and
|
4.1.3
|
he does not have a criminal record and no investigations with regard to any crime or offence are pending against him.
|
5.
|
DUTIES OF THE EMPLOYEE
|
5.1
|
The Employee shall:
|
5.1.1
|
report to and execute the orders and directions of the Group Chief Executive Officer (“CEO”) and the Board of Directors of the Company, carry out such functions and duties as are from time to time assigned to him and are consistent with his position, and use his utmost endeavours to protect and promote the Business and interests of the Group and to preserve their reputation and goodwill;
|
5.1.2
|
not undertake any other employment or activity for gain whilst in the employment of the Company;
|
5.1.3
|
not engage in activities which would detract from the proper performance of his duties;
|
5.1.4
|
use his best endeavours to promote and extend the Business of the Group;
|
5.1.5
|
deliver to the CEO, or any person nominated by him, in any event, and upon termination of the Agreement, all books of account, records, information, correspondence and notes concerning or containing any reference to the work or the Business of the Group, which belongs to any member of the Group, and are in the possession or under the control, directly or indirectly, of the Employee;
|
5.1.6
|
submit to the CEO, or any person nominated by him, such information and reports as may be required of him in connection with the performance of his duties and the Business of the Group;
|
5.1.7
|
meet with the CEO, or such other person nominated for this purpose, as regularly as the Chairman requires, to discuss the operations of the Group, and provide written updates and reports on such operations; and
|
5.1.8
|
meet with the CEO as regularly as may be required, to discuss the key performance indicators agreed to from time to time, and where so required produce reports of such activities.
|
6.
|
REMUNERATION
|
6.1
|
As remuneration for his services hereunder the Employee shall be entitled to the remuneration set out in Annexure "A".
|
6.2
|
The Company shall pay the Employee’s remuneration into his nominated bank account on the 25
th
day of each month, unless the 25
th
falls on a Sunday or Public Holiday, in which case the payment will be made on the subsequent working day.
|
6.3
|
The Employee agrees that the Company may deduct from his remuneration any amounts due in relation to PAYE, the UI Act or as required by any other law, court order or written agreement applicable from time to time.
|
6.4
|
If, at any time, the Employee owes any amounts to the Company which are not in dispute, he hereby authorises the Company to deduct such amounts from, or set off such amounts against, any amount owed to the Employee by the Company.
|
6.5
|
The Employee’s remuneration shall be subject to review for increase by the Company on an annual basis.
|
7.
|
PERFORMANCE BONUS
|
7.1
|
In addition to Employee’s remuneration, in terms of clause 6 above, the Employee may be entitled to an annual performance bonus. This will be paid out on a bi-annual basis and will vary depending on the performance of the Group and an assessment of the Employee’s performance.
|
7.2
|
The payment and parameters of any such performance bonus will be within the sole discretion of the Company and the remuneration committee, based on the criteria above.
|
8.
|
LONG-TERM INCENTIVE PLAN AND RESTRAINT
|
8.1
|
On the Employee’s appointment as Interim Chief Financial Officer, he will be eligible to participate in the MiX Telematics Long-Term Incentive Plan for the period of time stipulated in the said Plan.
|
8.2
|
The incentive award will be commensurate with the Employee’s position in the Group, subject to the terms of the Plan, as implemented by the Company from time to time, and his participation in the Plan will be dependent upon him signing the restraint of trade agreement set out in Annexe B.
|
9.
|
MEDICAL AID AND RETIREMENT FUND SCHEME
|
9.1
|
The Employee is obliged to participate in the Company’s medical aid and retirement fund schemes nominated for this purpose from time to time by the Company, in accordance with the relevant rules of the schemes.
|
9.2
|
The Company will not be responsible for any post-retirement medical aid or retirement fund contributions.
|
10.
|
OUT OF POCKET EXPENSES
|
10.1
|
Given the nature of the Employee’s duties, the Employee may from time to time be required to travel away from his ordinary workplace for business purposes.
|
10.2
|
The Company shall refund to the Employee any disbursements made or expenses incurred by the Employee on behalf of the Group which are:
|
10.2.1
|
necessary to enable the Employee to perform his duties under the Agreement;
|
10.2.2
|
authorised or ratified by the Company; and
|
10.2.3
|
substantiated by vouchers or other reasonable written evidence of such expenditure.
|
10.3
|
The Company shall have the right to review and limit the disbursements and expenditure which the Employee incurs or may incur on its behalf or on behalf of any Group Company.
|
11.
|
MOBILE PHONE AND ON BOARD COMPUTER
|
11.1
|
Upon submission and approval of the necessary invoices, the Company will reimburse the Employee for all expenses incurred by the Employee in using the Employee’s mobile phone for business purposes.
|
11.2
|
The Employee agrees that the Company shall be entitled to place an on board computer (“OBC”) into his vehicle, if requested to do so by the Company. The costs associated with the installation and maintenance of the OBC shall be borne by the Company. The Employee agrees that he will not tamper with the OBC or alter any of the configurations or settings that will cause the OBC to malfunction in any way.
|
11.3
|
Should the provision of either of these items result in any liability for taxation, the tax (PAYE or otherwise) will be for the Employee’s account.
|
12.
|
HOURS OF WORK
|
12.1
|
As a senior executive the nature of the Employee’s work will be such that the Employee is sometimes required to work outside of the Company’s ordinary working hours.
|
12.2
|
The Employee agrees to work such additional hours as may be reasonably necessary for the fulfilment of the Employee’s duties without additional compensation.
|
12.3
|
The Company will be entitled to, from time to time, adjust the Employee’s working hours in terms of operational requirements.
|
13.
|
ANNUAL LEAVE
|
14.
|
SICK LEAVE, FAMILY RESPONSIBILITY LEAVE AND MATERNITY LEAVE
|
15.
|
CONFIDENTIALITY
|
15.1
|
The Employee irrevocably and unconditionally agrees and undertakes, not to use the Confidential Information, whether directly or indirectly:
|
15.1.1
|
for the Employee's benefit; or
|
15.1.2
|
for the benefit of any person other than any company in the Group;
|
15.1.3
|
to treat and safeguard the Confidential Information as strictly private and confidential;
|
15.1.4
|
not to use, disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Chairman of the Board, which consent may be granted or withheld in the sole and absolute discretion of the Chairman;
|
15.1.5
|
not to decompile, disassemble or reverse engineer or otherwise modify, adapt, alter or vary the whole or any part of the Confidential Information; and
|
15.1.6
|
to take all such steps as may be reasonably necessary to prevent Confidential Information from falling into the hands of unauthorised third parties.
|
15.2
|
The determination of whether information is Confidential Information shall not be affected by whether or not such information is subject to, or protected by, common law or statute related to copyright, patent, trademarks or otherwise.
|
15.3
|
If the Employee is uncertain as to whether any information is Confidential Information, the Employee shall treat such information as confidential until the contrary is agreed to in writing.
|
15.4
|
In the event that the Employee is required to disclose information relating to the Group pursuant to clause 15, he shall:
|
15.4.1
|
advise the Company thereof prior to disclosure, if possible;
|
15.4.2
|
take such steps to limit the disclosure to the extent that he lawfully and reasonably can;
|
15.4.3
|
afford the Company a reasonable opportunity, if possible, to intervene in the proceedings; and
|
15.4.4
|
comply with the Company’s reasonable requests as to the manner and terms of any such disclosure.
|
16.
|
INVENTIONS, DISCOVERIES, COPYRIGHT AND DOCUMENTS
|
16.1
|
Any Intellectual Property made, created or discovered by the Employee in the course and scope of his employment, in connection with or in any way affecting or relating to the Business of the Group or capable of being used or adapted for use by the Group in connection with its Business, shall be disclosed to the Company and shall belong to the Company.
|
16.2
|
The Employee shall, if and when required by the Company, and at the expense of the Company, apply or join with the Company in applying for letters patent or other equivalent protection in the Republic of South Africa or in any other part of the world for the Intellectual Property and shall execute all instruments and do all things necessary for vesting the said letters patent or other equivalent protection in the name of the Company as sole beneficial owner or in the name of such other person as may be nominated.
|
16.3
|
Insofar as may be necessary, the Employee hereby assigns to the Company the copyright in all present and future works eligible for copyright including, without limitation, software programmes of which she may be the author, which works were or are created, compiled, devised or brought into being during the course and in the scope of his employment. No consideration shall be payable to the Employee in respect of the assignment. The Employee hereby waives in favour of the Company or any successor-in-title any moral rights in copyright as provided for in the Agreement, which may vest in him.
|
16.4
|
All reports, manuals, financial statements, budgets, indices, research papers, letters or other similar documents, the nature of which is not limited by the specific reference to the aforegoing items, which are created, compiled or devised or brought into being by the Employee or come into the Employee's possession during the course and in the scope of his employment and all copies thereof, shall be the property of the Company.
|
17.
|
RESTRAINT OF TRADE
|
18.
|
COMPUTER SYSTEMS
|
18.1
|
During the Employee's employment by the Company, the Employee will be supplied with a computer system and with access to the Company’s network, computer systems and software.
|
18.2
|
The Company may at all times specify the manner in which these facilities may be used and the Employee hereby agrees to be bound by any information technology policy of the Company in force from time to time.
|
18.3
|
Without derogating from the generality of the aforementioned, the Employee shall:
|
18.3.1
|
utilise the computer and access the Company's network, laptops, computer systems and software, including email and internet, solely in pursuance of the Group's Business activities; and
|
18.3.2
|
not copy any software whatsoever, for whatever purpose, from one computer to another unless both the applicable software licence and the Company permits it.
|
19.
|
INTERCEPTION AND MONITORING OF ELECTRONIC COMMUNICATIONS
|
20.
|
CONSENT TO USE PERSONAL INFORMATION
|
20.1
|
The Employee hereby consents to the collection, processing and further processing of the Employee's Personal Information by the Group, for the purposes of securing and further facilitating the Employee's employment.
|
20.2
|
Without derogating from the generality of the aforementioned, the Employee consents to the Group's collection and processing of Personal Information pursuant the clause 20 insofar as Personal Information of the Employee is contained in relevant electronic communications.
|
20.3
|
The Employee is hereby notified of the purpose and reason for the collection and processing of such Personal Information.
|
20.4
|
The Employee undertakes to make available to the Company all necessary Personal Information required by the Company for the purpose of securing and further facilitating the Employee's employment.
|
20.5
|
Without limiting the generality of the aforegoing, the Employee absolves the Group from any liability in terms of POPI for failing to obtain the Employee's consent or to notify the Employee of the reason for the processing of any of the Employee's Personal Information.
|
21.
|
CODES, PROCEDURES, RULES AND REGULATIONS
|
22.
|
SUSPENSION OF EMPLOYMENT
|
23.
|
TERMINATION
|
23.1
|
This Agreement shall, notwithstanding any other provision, automatically terminate without notice at the end of the financial year of the Company in which the Employee attains the age of 60
years, being the Company's normal retirement age.
|
23.2
|
Alternatively, either Party may terminate the Agreement on three calendar months’ prior written notice.
|
23.3
|
Notwithstanding 23.1 and 23.2, the Company shall be entitled to terminate the Employee’s employment summarily, if the Employee:
|
23.3.1
|
is guilty of any misconduct justifying summary dismissal;
|
23.3.2
|
is guilty of misconduct which is likely to bring the Group into disrepute;
|
23.3.3
|
is convicted of an offence involving dishonesty, or commits any act of dishonesty;
|
23.3.4
|
commits a material breach of any of the terms of the Agreement and fails to remedy such breach within 14 days of receipt of written notice from the Company specifying the breach and demanding that it be remedied;
|
23.3.5
|
is unable to perform his duties, responsibilities and functions to the standard expected and required of an incumbent of the position;
|
23.3.6
|
becomes incapacitated.
|
23.4
|
The Employee shall, upon the termination of his employment by the Company for whatsoever reason, immediately return to the Company, all correspondence, documents, papers, memoranda, notes, records as may be contained in magnetic media or other forms of computer storage, videos, tapes and any copies thereof, credit and charge cards and all other property belonging to the Group, which may be in the Employee's possession or under her control.
|
23.5
|
After the termination of the Employee's employment, the Employee will not at any time make any adverse, untrue or misleading statement about the Group or its officers or Employees, or represent himself as being employed by or connected with the Company.
|
23.6
|
The Employee shall not, at any time after the termination of his employment by the Company, represent himself as being in any way connected with or interested in the Group.
|
24.
|
EFFECT OF TERMINATION OF EMPLOYMENT
|
25.
|
DOMICILIUM CITANDI ET EXECUTANDI
|
25.1
|
The parties choose as their
domicilia citandi et executandi
for all purposes under the agreement, at the following addresses:
|
25.2
|
Any notice or communication required or permitted to be given in terms of the agreement shall be valid and effective only if in writing but it shall be competent to give notice by telefax.
|
25.3
|
Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen
domicilium citandi et executandi
.
|
26.
|
GENERAL
|
26.1
|
The undertakings given by the Employee in the Agreement shall also be for the benefit of the Group and may be enforced by any successors-in-title. The undertakings shall be deemed to have been imposed as a
stipulatio alteri
for the benefit of any successor-in-title and such benefit may be accepted by any successor-in-title at any time.
|
26.2
|
The Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of the Agreement not incorporated in the Agreement shall be binding on either of the Parties.
|
26.3
|
The Agreement supersedes and replaces any and all agreements between the Parties (and other persons, as may be applicable) and undertakings given to or on behalf of the Parties (and other persons, as may be applicable) in relation to the subject matter hereof.
|
26.4
|
No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of the Agreement will be of any force or effect unless in writing and signed by the Parties, save for variations to the Employee's terms and conditions of employment as a result of the Group's operational requirements from time to time.
|
27.
|
SIGNATURE
|
Witness
|
for
THE COMPANY
|
Witness
|
for
THE EMPLOYEE
|
1.
|
The total annual cost-to-company will be R1,800,000.00 (one million eight hundred thousand rand) and shall be paid monthly
.
|
1.
|
DEFINITIONS
|
1.1
|
"
Agreement
" means this restraint of trade agreement concluded between the Parties;
|
1.2
|
"
Business
" means the business of bureau services, vehicle tracking and recovery, fleet management, and telemetry, which is conducted by the Company and/or any Group Company, within the Territory from time to time;
|
1.3
|
"
Business Customer
" means any person:
|
1.3.1
|
who purchased Business Products from the Company and/or any group Company, at any time during the Employment Period;
|
1.3.2
|
to whom Business Services were rendered by the Company and/or any Group Company, at any time during the Employment Period; or
|
1.3.3
|
who is or was a potential customer of the Company and/or any Group Company, as at the Termination Date and with whom the Company and/or any Group Company was in negotiations to do business as at the Termination Date or at any time within the period of 12 (twelve) months preceding the Termination Date with a view to such person becoming a customer of the Company and/or any Group Company;
|
1.4
|
"
Business Employee
" means any employee of the Company or any Group Company as at the Termination Date or any such person who was so employed by the Company at any time during the Employment Period;
|
1.5
|
"
Business Products
" means any products:
|
1.5.1
|
traded or dealt in by the Company or any Group Company at any time during the Employment Period; or
|
1.5.2
|
which the Company and/or any Group Company has planned or programmed to trade or deal in after the Termination Date and does in fact take steps to trade or deal in within the period of 12 (twelve) months following the Termination Date;
|
1.6
|
"
Business Services
" means services:
|
1.6.1
|
rendered by the Company and/or any Group Company at any time during the Employment Period; or
|
1.6.2
|
which the Company and/or any Group Company has planned or programmed to render after the Termination Date and does in fact take steps to render within the period of 12 (twelve) months following the Termination Date;
|
1.6.3
|
including, but not limited to the following -
|
1.6.3.1
|
bureau services;
|
1.6.3.2
|
vehicle tracking and recovery;
|
1.6.3.3
|
fleet management; and
|
1.6.3.4
|
telemetry;
|
1.7
|
"
Business Supplier
" means any person who:
|
1.7.1
|
is or was a supplier of the Company and/or any Group Company at the Termination Date;
|
1.7.2
|
was a supplier of the Company and/or any Group Company at any time during the Employment Period; or
|
1.7.3
|
is or was a potential supplier of the Company and/or any Group Company at the Termination Date and whom the Company was in negotiations to do business with as at the Termination Date or at any time within the period of 12 (twelve) months preceding the Termination Date;
|
1.8
|
“
Company
” means MiX Telematics Limited;
|
1.9
|
"
Confidential Information
" means any information or data relating to the Company and any Group Company (even if not marked as being confidential, restricted, secret, proprietary or any similar designation), in whatever format and whether recorded or not (and if recorded, whether recorded in writing, on any electronic medium or otherwise), which:
|
1.9.1
|
by its nature or content is identifiable as confidential and/or proprietary to the Company; or
|
1.9.2
|
is intended or by its nature or content could reasonably be expected to be confidential and/or proprietary to the Company, and includes:
|
1.9.2.1
|
information relating to the Company, existing and future strategic objectives and existing and future business plans and corporate opportunities;
|
1.9.2.2
|
trade secrets;
|
1.9.2.3
|
technical information, techniques, know-how, operating methods and procedures;
|
1.9.2.4
|
details of costs, sources of materials and customer lists (whether actual or potential) and other information relating to the existing and prospective customers and suppliers of the Company;
|
1.9.2.5
|
pricing, price lists and purchasing policies;
|
1.9.2.6
|
computer data, programmes and source codes;
|
1.9.2.7
|
information contained in or constituting the hardware or software of the Company, including third party products and associated material;
|
1.9.2.8
|
information relating to the Company's network telecommunications services and facilities;
|
1.9.2.9
|
any and all methodologies, formulae and related information in developed software and processes and other business of the Company;
|
1.9.2.10
|
products, drawings, designs, plans, functional and technical requirements and specifications;
|
1.9.2.11
|
Intellectual Property that is proprietary to the Company or that is proprietary to a third party and in respect of which the Company has rights of use or possession;
|
1.9.2.12
|
marketing information of whatsoever nature or kind;
|
1.9.2.13
|
financial information of whatsoever nature or kind;
|
1.9.2.14
|
information relating to any contracts to which the Company is a party; and any information which is not readily available to a competitor of the Company in the normal and ordinary course of business;
|
1.10
|
"
Employee
" means Paul Mark Dell, identity number 820219 5087 089;
|
1.11
|
“Employment Period”
means the period between the date of signature of this Agreement and the Termination Date;
|
1.12
|
"Group Company"
means the Company, any associated company of the Company, any partnership in which the Company is a partner, any company which is a subsidiary company of the Company, any company which is a holding company of the Company, any company which is a subsidiary of or is controlled by such holding company, any division of such holding company and/or any joint venture company of which the Company, or such holding company is a shareholder;
|
1.13
|
"
Intellectual Property
" means the following in any location or jurisdiction worldwide and in respect of the Company and/or any Group Company:
|
1.13.1
|
all inventions (whether patentable or unpatentable) and whether or not reduced to practise), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all revisions, extensions and re-examinations thereof;
|
1.13.2
|
all trademarks, service marks, trade dress, logos, trade names and corporate names, (including all domain names, internet and intranet names, addresses, icons and other designations useful to identify or locate the Company on a computer network such as the world wide web), together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith;
|
1.13.3
|
all works capable of copyright, all copyright, and all applications, registrations and renewals in connection therewith;
|
1.13.4
|
all trade secrets and business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supply lists, pricing and cost information, and business and marketing plans and proposals);
|
1.13.5
|
all computer software (including data and related documentation);
|
1.13.6
|
all other proprietary rights;
|
1.13.7
|
all business or trade names used by or in connection with, or normally associated with the Company; and
|
1.13.8
|
all copies and tangible embodiments thereof, in each instance in whatever form or medium;
|
1.14
|
"
Parties
" means the parties to this Agreement;
|
1.15
|
"
Restricted Products
" means any goods or products which are similar to or are sold in competition with the Business Products;
|
1.16
|
"
Restricted Services
" means any services which are similar to or are rendered in competition with the Business Services;
|
1.17
|
“
Restraint Period
” means shall be a period of 24 (twenty-four) calendar months after the Termination Date;
|
1.18
|
"
Territory
" means the area in which the Company and/or any Group Company carries on the Business during the last 12 (twelve) months preceding the Effective Date;
|
1.19
|
“
Termination Date
” means the date on which the Employee’s employment is terminated, for whatever reason.
|
2.
|
EMPLOYMENT RESTRAINT
|
2.1
|
It is recorded that the Employee, in the course of his employment by the Company:
|
2.1.1
|
will have access to or come into possession of some or all of the Confidential Information; and
|
2.1.2
|
will have access to the customer and supplier database of the Company and will be intimately concerned with the Business and affairs of the Company and the Group Companies.
|
2.2
|
The Employee acknowledges that during the Employment Period and following termination of his employment by the Company, he will be in a position to compete unfairly with the Company and the Group Companies as a result of the Confidential Information, trade secrets and knowledge about the Business, operations, customers, employees and trade connections of the Company he has acquired or will acquire and through the connections that he has developed and will develop at the expense of the Company.
|
2.3
|
The Employee accordingly agrees and acknowledges that in order to protect the Company's legitimate business interests and in particular the Confidential Information, goodwill and the stable trained workforce of the Company, it is necessary that the Employee be restrained from carrying on certain activities which would be harmful to the Business and/or the Company, and that such restraint must be for a period which will adequately serve to protect the Company from the considerable economic prejudice and substantial and irreversible damage which would potentially be suffered by the Company were the Employee not to be so restrained.
|
2.4
|
The Employee warrants and undertakes that he will not:
|
2.4.1
|
during the Restraint Period, in any capacity whatsoever (including that of principal, proprietor, agent, broker, partner, representative, assistant, trustee or beneficiary of a trust, manager, member of a close corporation, member of a voluntary association, shareholder, director, employee, consultant, contractor, advisor, financier, demonstrator) directly or indirectly be associated or concerned with or interested or engaged in any Restricted Business or entity carrying on any Restricted Business in the Territory;
|
2.4.2
|
during the Restraint Period, communicate with or furnish any information or advice to any Business Customer or Business Supplier for the direct or indirect purpose of inducing or causing a Business Customer or Business Supplier to cease being a customer or supplier of the Company and/or become a customer or supplier of the Restricted Business; or
|
2.4.3
|
during the Restraint Period, solicit, interfere with or entice or endeavour to entice away from the Company any Business Customer or Business Supplier or persuade, induce, encourage or procure any Business Customer or Business Supplier to become a customer or supplier of any Restricted Business.
|
2.5
|
Without limiting the generality of the aforegoing, the Employee further undertakes and warrants that, for the duration of the Restraint Period, he will not, in any capacity whatsoever (whether as principal, proprietor, agent, broker, partner, representative, assistant, trustee or beneficiary of a trust, manager, member of a close corporation, member of a voluntary association, shareholder, director, employee, consultant, contractor, advisor, financier, demonstrator or otherwise), in any part of the Territory and whether for reward or not, directly or indirectly:
|
2.5.1
|
solicit orders from any Business Customer for the Business Services or any Restricted Services;
|
2.5.2
|
canvass business in respect of the Business Services or any Restricted Services from any Business Customer;
|
2.5.3
|
render any Business Services or Restricted Services to any Business Customer; or
|
2.5.4
|
solicit appointment as a distributor, licensee, agent or representative of any Business Supplier in respect of any Business Services.
|
2.6
|
The Employee, after due consideration, agrees and acknowledges that:
|
2.6.1
|
having regard to the damages that will result from a breach of any of the restraint undertakings given herein, the restraints and undertakings imposed upon the Employee in terms of this Agreement are fair and reasonable and are necessary as to subject matter, area and duration and are reasonably necessary in order to preserve and to protect the proprietary interests of the Company;
|
2.6.2
|
he has entered into this Agreement freely and voluntarily and that no circumstances exist for his alleging either now or at any future time that he was at a disadvantage in agreeing to the restraint undertakings contained herein or was in anything other than an equal bargaining position with Company in agreeing to such restraint undertakings;
|
2.6.3
|
notwithstanding the manner in which the restraints in this clause 2 and the areas comprising the Territory have been grouped together or described geographically, each of them constitutes a separate and independent restraint, divisible and severable from each of the other restraints and separately enforceable, in regard to all aspects thereof including:
|
2.6.3.1
|
each month of the Restraint Period;
|
2.6.3.2
|
each province falling within the Territory;
|
2.6.3.3
|
the categories and identities of persons falling within the definition of Business Customer;
|
2.6.3.4
|
the categories and identities of persons falling within the definition of Business Supplier;
|
2.6.3.5
|
the categories of and specific services falling within the definition of Business Services; and
|
2.6.3.6
|
each capacity in relation to the Restricted Business which the Employee is prohibited from undertaking in terms of this Agreement.
|
2.7
|
No restraint or combination of restraints shall be limited by reference to or inference from any other restraint or combination of restraints, provided however that the invalidity or unenforceability of any one or combination of restraints contained in this Agreement shall not affect the validity and enforceability of the other restraints contained in this Agreement or any combination of such restraints.
|
2.8
|
The Employee has given the restraint undertakings herein contained notwithstanding that the Employee acknowledges that those restraints may limit the employment opportunities available to him, thereby potentially limiting his income-earning capacity.
|
2.9
|
The Employee agrees that should he at any time dispute the reasonableness of any of the restraint undertakings herein contained, then the onus of proving such unreasonableness will be on him.
|
2.10
|
The aforegoing provisions of this clause 2 shall not be construed so as to preclude the Employee from:
|
2.10.1
|
holding or acquiring, for investment purposes only, not more than 5% (five percent) of the shares or other securities of any company which are listed on a recognised stock exchange, notwithstanding that a business or activity of such company is a business or activity restricted pursuant to this clause 2; and
|
2.10.2
|
continuing to hold any interest which he presently holds.
|
2.11
|
The Employee agrees that irreparable damage would occur if any of the restraint undertakings recorded herein were not fully complied with in accordance with its specific terms or were otherwise breached. The Employee accordingly agrees that the Company will be entitled to apply for and be granted an interdict or an order for specific performance, in addition to any other remedy to which it may be entitled in law. The provisions of this clause 2.11 shall be without prejudice to the right of the Company to claim whatever additional damages may be sustained by it in consequence of such breach.
|
2.12
|
Should any of the provisions of this clause be breached by the Employee, then the Restraint Period will be deemed, at the instance and in the discretion of the Company, to be extended by a period equal to the period from the date when such breach was first committed until the earlier of the date on which the Employee ceases to be in breach of this clause. If the Company exercises its right to extend such period as aforesaid, the provisions of this clause will apply
mutatis mutandis
in respect of such extended period.
|
3.
|
SIGNATURE
|
Witness
|
for
THE COMPANY
|
Witness
|
for
THE EMPLOYEE
|
2.
|
APPOINTMENT
|
a.
|
Chief Operating Officer of MiX Telematics Limited
(“the Company”).
|
b.
|
President and CEO of MiX Telematics North America Inc.
|
3.1
|
Subject to the provisions of clause 9, your employment with the Company will continue indefinitely, until terminated on not less than three calendar months’ written notice by either party to the other.
|
4.
|
DUTIES OF EMPLOYEE
|
4.1
|
report directly to the Group CEO;
|
4.2
|
perform the general duties of the positions outlined in 2a and 2b above, as may from time to time, be determined by the Group CEO;
|
4.3
|
devote your attention and such reasonable time as may be necessary, to the business and affairs of the Company;
|
4.4
|
obey the reasonable orders and directions of the Group CEO, carry out such functions and duties as are from time to time assigned to you and are consistent with your status, and endeavor to protect and promote the business and interests of the Company and to preserve its reputation and goodwill;
|
4.5
|
perform such service for, and accept such office in subsidiary and/or associate companies of the Company, as may from time to time be reasonably required by the Company; and
|
4.6
|
not, without the prior written consent of the Group CEO, engage in any activities for remuneration outside the scope of your employment with the Company.
|
5.
|
REMUNERATION AND BENEFITS
|
5.1
|
Salary
|
5.1.1
|
As remuneration for your services, the Company will pay to you an annual remuneration package having a gross value of $415,000 (four hundred and fifteen thousand United States dollars) excluding performance bonuses.
|
5.1.2
|
Salaries are paid by the last day of each month by way of a direct transfer into your nominated bank account.
|
5.1.3
|
Your salary will be subject to review at least once a year on April 1
st
.
|
5.2
|
Performance Bonus
|
5.2.2
|
The bonus period will run in line with the Group’s financial year, which is currently 1 April to the end of March.
|
5.3
|
Share Appreciation Rights (“SARs”)
|
5.4
|
Other benefits
|
5.5
|
Deductions from Salary
|
5.5.1
|
The Company will also withhold income tax from your salary and pay same over to the relevant tax authority.
|
5.5.2
|
Other statutory deductions, as required to be deducted and paid over, will be deductible from your salary, as stipulated from time to time.
|
5.5.3
|
You, by signature hereto, hereby irrevocably authorizes the Company in writing to effect the deductions as contemplated.
|
5.5.4
|
On termination of your employment with the Company, you, to the extent required by law, by signature hereto, hereby irrevocably authorize the Company in writing to deduct any amount owing by you to the Company, from any amount owing by the Company to you at termination date.
|
5.6
|
Hours of Work
|
5.7
|
Health Benefits, 401K Plan, etc.
|
6.
|
LEAVE
|
6.1
|
You shall be entitled to leave that you may deem satisfactory.
|
6.2
|
Leave must be requested in writing and approved in advance by the Group CEO.
|
6.3
|
No compensation will be paid for any leave not taken.
|
7.
|
CONFIDENTIALITY
|
7.1
|
You agree that you will, at all times during your employment with the Company, and subsequent thereto, keep confidential and not divulge to any third person or entity, or use for any purpose (whether for your own financial benefit or the Company’s financial detriment) any of the confidential information of the Company, including but not limited to its financial business, customers or transactions any other proprietary and/or confidential information (“Confidential Data”) belonging to the Company or to any other person or entity doing business with the Company, including its associates or subsidiaries.
|
7.2
|
Upon termination of this agreement, you shall return to the Company all Confidential Data in your possession or under your control, including all copies and notes, memoranda or other materials in your possession, which embody or record any of the Confidential Data.
|
7.3
|
The provisions of this clause shall not apply to any Confidential Data, which may come into the Public Domain without any fault of yours.
|
7.4
|
The provisions of this clause shall survive the termination of this agreement.
|
8.
|
TRADE SECRETS AND INDUSTRIAL COPYRIGHT
|
8.1
|
You agree that any patent or copyright or trademark or any other intellectual property to any work that you might be entitled to arising out of your employment, or devolving on you during the period that you are employed by the Company or any of its associates or subsidiaries, shall automatically be transferred and become the property of the Company, and the Company will enjoy all right, title and interest in such patent or copyright or trademark or any other intellectual property.
|
8.2
|
You undertake to do all things and refrain from doing anything that will prevent the transfer of ownership of the patent or copyright or trademark or other intellectual property of the Company.
|
9.
|
TERMINATION
|
10.
|
RESTRAINT OF TRADE
|
11.
|
PATENTS, INVENTIONS AND IMPROVEMENTS
|
12.
|
MISCELLANEOUS
|
12.1
|
Notices and Domicile
|
12.1.1
|
All notices to be given in terms of this agreement shall be in writing and shall be delivered to the Employer and/or at the work place applicable at the time of such delivery and by hand or by registered prepaid post (which includes telegraphic service), where the parties are not in attendance at the work place, to:
|
12.1.2
|
Either party shall be entitled at any time to change its domicilium to any other physical address within the United States of America or elsewhere, provided that such change shall take effect upon delivery or deemed delivery of notice thereof to the other party.
|
12.1.3
|
Any notice, if delivered by hand during normal business hours to the person apparently in charge of the premises selected by the addressee for the delivery of the notice, be deemed to have been received on the date of delivery (including telegraphic notices) and if sent by prepaid registered post, be deemed to have been received 14 consecutive days after posting.
|
12.1.4
|
Notwithstanding the above notice actually received by the party to whom it is addressed shall be adequate notice to it.
|
12.2
|
Entire Contract
|
12.3
|
Indulgences
|
13.
|
VARIATION
|
•
|
The Microsoft Software is neither sold nor distributed to you and you may use it solely in conjunction with the Services.
|
•
|
You may not transfer or use the Microsoft Software outside the Services.
|
•
|
You may not remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Microsoft Software.
|
•
|
You may not reverse engineer, decompile or disassemble the Microsoft Software, except to the extent expressly permitted by applicable law.
|
•
|
Microsoft disclaims, to the extent permitted by applicable law, all warranties by Microsoft and any liability by Microsoft or its suppliers for any damages, whether direct, indirect, or consequential, arising from the Services.
|
•
|
Microsoft is not responsible for providing any support in connection with the Services. Do not contact Microsoft for support.
|
•
|
You are not granted any right to use the Microsoft Software in any application controlling aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, weaponry systems, or any similar scenario (collectively, “High Risk Use”). Microsoft and its suppliers disclaim any express or implied warranty of fitness for High Risk Use. High Risk Use does not include utilization of the Microsoft Software for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function.
|
•
|
Microsoft is an intended third-party beneficiary of this Section 4.2.1, with the right to enforce its provisions.
|
•
|
Your use of the SUSE Software is subject to the terms and conditions of the SUSE End User License Agreement (“SUSE EULA”) provided with the SUSE Software currently located at
https://www.suse.com/licensing/eula
and the SUSE Terms and Conditions currently located at
https://www.suse.com/products/terms_and_conditions.pdf
. By using the SUSE Software, you hereby agree to be bound by the terms of the applicable SUSE EULA and the SUSE Terms and Conditions.
|
•
|
Red Hat disclaims any (i) warranties with respect to the Red Hat Software and (ii) liability for any damages, whether direct, indirect, incidental, special, punitive or consequential, and any loss of profits, revenue, data or data use, arising from your use of the Red Hat Software.
|
•
|
Your use of the Red Hat Software is subject to the terms and conditions of the Red Hat Cloud Software Subscription Agreement currently located at
www.redhat.com/licenses/cloud_cssa/
(the “Red Hat CSSA”). By using the Red Hat Software, you hereby agree to be bound by the terms of the Red Hat CSSA.
|
•
|
access and use Amazon FPS to enable use of the Payment Service by users who have an appropriate Payment Service account (each, an “Amazon Payments User”) via Your Content in accordance with any applicable FPS Specifications (as defined below);
|
•
|
install, copy, and use the software development kit provided by us as part of Amazon FPS, including the related development guides and technical documentation (collectively, the “FPS SDK”), and access and use the online testing environment made available by us (the “FPS Sandbox”), in each case as necessary to internally develop and test Your Content for use with the Payment Service; and
|
•
|
create, incorporate, compile, and copy derivative works of the sample computer programming code provided by us for development and testing of Your Content (the “FPS Sample Code”) as part of Your Content for distribution in machine readable binary form or object code form to Amazon Payments Users as necessary for them to use the Payment Service. Use of FPS Sample Code is also subject to any additional license terms included with the FPS Sample Code. Such additional terms will control in the event of any inconsistency or conflict with the Agreement.
|
•
|
represent the capabilities and features of the Payment Service consistent with our description of such capabilities and features and avoid false, deceptive, misleading or unethical practices that may be detrimental to us or Amazon Payments, the Payment Service, Amazon Payments Users or other third parties;
|
•
|
refrain from providing warranties or disclaimers with respect to the Payment Service;
|
•
|
promptly investigate and report to us all complaints received by you with regard to Amazon FPS and the Payment Service, and make every reasonable effort to maintain and promote good public relations for us in the handling of any such complaints; and
|
•
|
ensure that the terms of any agreements between you and any Amazon Payments User are consistent with the terms of the Agreement and these Service Terms.
|
a.
|
Processing of DevPay Transactions; Collection of DevPay Transaction Proceeds. You hereby appoint us as your payment processing agent for the limited purpose of processing payments, refunds, and adjustments for your DevPay Transactions, We will process all payments refunds, and adjustments for DevPay Transactions and collect the applicable gross sales proceeds received by us from any DevPay Transaction (“DevPay Transaction Proceeds”) on your behalf. We do not guarantee payment on behalf of any DevPay Customers. We may withhold for investigation, or refuse to process, any of your DevPay Transactions that we suspect is fraudulent, unlawful or otherwise violates the terms of the Agreement or these Service Terms.
|
b.
|
Remittance of Net Transaction Proceeds to You. Once a month, we will pay to you all previously unpaid Net Transaction Proceeds that we have collected as of the date that is 2 business days prior to the date of payment, except that we may withhold payments to you until you have properly set up your bank account in accordance with instructions you receive from us. We will deduct from each Transaction Proceed any processing fee described on the DevPay detail page on the AWS Site. We may also withhold, deduct, or setoff any amounts payable by you to us or our affiliates against any DevPay Transaction Proceeds. All payments to you will be sent through the Automated Clearing House (ACH) system to your designated U.S. bank account. If there is an error in the processing of any DevPay Transaction, you authorize us to initiate debit or credit entries to your designated bank account, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit your designated bank account for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other bank account or payment instrument that you have on file with us or to deduct the debit and applicable fees from future DevPay Transaction Proceeds.
|
c.
|
DevPay Taxes. You are responsible for the calculation, invoicing (if required), validation and payment of any and all sales, use, excise, import, export, value-added, withholding and other taxes and duties assessed, incurred or required to be collected (“DevPay Taxes”) or paid for any reason in connection with any DevPay Transaction and with your Bundled Applications. We are not obliged to determine whether any DevPay Taxes apply to any DevPay Transaction or your Bundled Applications, and we are not responsible for remitting DevPay Taxes to any taxing authority with respect to any DevPay Transaction or your Bundled Applications, or for reporting any information (including the payment of DevPay Taxes) with respect to any DevPay Transaction or your Bundled Applications. Notwithstanding the foregoing, when we are legally obligated by a valid taxing authority, we will collect DevPay Taxes, and we will provide DevPay Customers with a compliant tax invoice where we are required to do so.
|
d.
|
If we are unable to collect the DevPay Transaction Proceeds or a prior transaction for those DevPay Transaction Proceeds is reversed, you will not be responsible for paying the fees for the Services used by you and your DevPay Customer (“Service Fees”) and AWS will have no obligation to remit or otherwise seek collection of the DevPay Transaction Proceeds, provided that the payment failure is due to:
|
o
|
AWS’s inability to charge a DevPay Customer’s credit card for the DevPay Transaction Proceeds, or
|
o
|
A transaction is reversed as a result of a chargeback because the transaction was not authorized or was otherwise fraudulent.
|
e.
|
Cancellations and Refunds. You will post your cancellation and refund policy in the Subscription Information, defined below, for your Bundled Applications. At a minimum, this cancellation and refund policy must: (a) allow DevPay Customers who subscribe to your Bundled Applications through a DevPay Transaction to cancel on-going subscriptions for your Bundled Applications through the DevPay detail page on the AWS Site; and (b) comply with these Service Terms. You will accept and process cancellations of, and provide refunds and adjustments for, your Bundled Applications in accordance with the cancellation and refund policy posted at the time of the applicable DevPay Transaction. You will route all DevPay Transaction refund (and adjustment) payments through us. We will credit the applicable account, and you will reimburse us for all amounts so refunded.
|
•
|
Oracle or its licensors retains all ownership and intellectual property rights in the Oracle Software, and title to the Oracle Software does not transfer to you or any third party by virtue of this Agreement.
|
•
|
The Oracle Software is subject to a restricted license and may only be used in connection with the Service Offerings, and only by the individual or legal entity that entered into the Agreement.
|
•
|
You may only use the Oracle Software for your internal business operations and in accordance with the Agreement. You may permit agents or contractors (including outsourcers) to use the Oracle Software on your behalf for the purposes set forth in, and subject to, the Agreement, provided you are responsible for the agent’s, contractor’s and outsourcer’s compliance with the Agreement in connection with such use.
|
•
|
You may not:
|
o
|
assign, grant, or transfer the Oracle Software or any interest in the Oracle Software to another individual or entity, and if you purport to grant a security interest in the Oracle Software, the secured party will have no right to use or transfer the Oracle Software;
|
o
|
use the Oracle Software for rental, timesharing, subscription services, hosting, or outsourcing;
|
o
|
remove or modify any notice of Oracle’s or its licensors’ proprietary rights;
|
o
|
make the Oracle Software available in any manner to any third party for use in the third party’s business operations;
|
o
|
duplicate, reverse engineer (unless required by law for interoperability), disassemble or decompile the Oracle Software (including by reviewing data structures or similar materials produced by the Oracle Software); or
|
o
|
publish any results of benchmark tests run on the Oracle Software.
|
•
|
Third party technology that may be appropriate or necessary for use with some Oracle Software is specified in the related documentation, and that third party technology is licensed to you only for use with the Service Offerings and under the terms of the third party license agreement specified in the documentation, not this Agreement.
|
•
|
To the extent permitted by applicable law, Oracle disclaims any liability for any damages, whether direct, indirect, incidental, special, punitive or consequential, and any loss of profits, revenue, data or data use, arising from your use of the Oracle Software.
|
•
|
Notwithstanding anything to the contrary elsewhere in the Agreement, Oracle is an intended third party beneficiary of the Agreement, but solely with respect to this Section 16.6.1 of these Service Terms.
|
•
|
The Uniform Computer Information Transactions Act does not apply to your use of the Oracle Software.
|
•
|
Upon any termination of the Agreement, you must discontinue use of the Oracle Software and any related documentation.
|
•
|
You must have a valid license with “Software Update License & Support” for the Oracle Software you wish to run. The terms of your existing license and support agreement(s) with Oracle continue to apply to your use of the Oracle Software; and
|
•
|
You must follow Oracle’s current policies for licensing Oracle Database software in the cloud computing environment. The database instances using the Oracle Software with Amazon RDS reside in the Amazon EC2 environment.
|
•
|
The Microsoft Software is neither sold nor distributed to you and you may use it solely in conjunction with the Services.
|
•
|
You may not transfer or use the Microsoft Software outside the Services.
|
•
|
You may not remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Microsoft Software.
|
•
|
You may not reverse engineer, decompile or disassemble the Microsoft Software, except to the extent expressly permitted by applicable law.
|
•
|
Microsoft disclaims, to the extent permitted by applicable law, all warranties by Microsoft and any liability by Microsoft or its suppliers for any damages, whether direct, indirect, or consequential, arising from the Services.
|
•
|
Microsoft is not responsible for providing any support in connection with the Services. Do not contact Microsoft for support.
|
•
|
You are not granted any right to use the Microsoft Software in any application controlling aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, weaponry systems, or any similar scenario (collectively, “High Risk Use”). Microsoft and its suppliers disclaim any express or implied warranty of fitness for High Risk Use. High Risk Use does not include utilization of the Microsoft Software for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function.
|
•
|
SQL Server Web Edition may be used only to support public and Internet accessible Web pages, Web sites, Web applications or Web services. It may not be used to support line of business applications (e.g., Customer Relationship Management, Enterprise Resource Management and other similar applications).
|
•
|
financial transactions or payment services (e.g., mobile banking, bill presentment, bill payment, money transfer, peer-to-peer payment or lending credit, debit or stored value payment services);
|
•
|
charitable programs (e.g., soliciting donations for a non-profit organization);
|
•
|
sweepstakes or contests;
|
•
|
advertisements or promotions for commercial products, goods or services; or
|
•
|
location-based services (e.g., where a recipient receives messages based on the geographical location of the recipient’s wireless device).
|
•
|
Transmit any material that contains viruses, Trojan horses, worms or any other malicious, harmful, or deleterious programs.
|
•
|
Offer or purport to offer any Emergency Services. “Emergency Services” means services that allow a user to connect with emergency services personnel or public safety answering points such as 911 or E911 services.
|
•
|
Materially violate or facilitate the material violation of any local or foreign law, rule, regulation or order, including laws regarding the transmission of data or software
|
•
|
Transmit material that is sexually explicit, relates to “adult services”, or contains sensitive financial or identifying information (such as social security numbers)
|
•
|
Resell, sublicense or timeshare the Services or use them on behalf of anonymous or other third parties.
|
•
|
Use the Services in hazardous environments (such as operation of nuclear facilities, aircraft navigation, or any other use that may result in foreseeable risk of injury, death, or destruction of property).
|
•
|
include any trademark of Amazon or its affiliates, or a variant or misspelling of a trademark of Amazon or its affiliates – for example, "endlessboots", "amaozn", "smallpartsstore", "amazonauctions", "kindlemagazines", or "kindlewirelessreader" would be unsuitable; or
|
•
|
otherwise violate the intellectual property rights of any third party or the AWS Acceptable Use Policy (including, without limitation, containing any offensive, harmful or illegal content).
|
•
|
our scan of SES Email or Your Content included in SES Email reveals abusive or low quality email (such as “spam”),
|
•
|
SES Email bounces back to us or we receive abuse complaints (including complaints from third parties) in connection with your SES Email,
|
•
|
the source or ReturnPath email address you have provided us for “address bounces” or complaints is not successfully receiving email, or
|
•
|
your use of SES Email does not comply with the AWS Acceptable Use Policy or the Agreement, or
|
•
|
your SES Emails or Your Content include an attachment in a format that we do not support.
|
•
|
Your use of the NVIDIA Software is subject to the terms and conditions of the License for Customer Use of NVIDIA Software, currently located at
http://www.nvidia.com/content/DriverDownload-March2009/licence.php?lang=us
(the “NVIDIA License”). By using the NVIDIA Software, you hereby agree to be bound by the terms of the NVIDIA License.
|
•
|
Bulk emails, such as mass marketing emails
|
•
|
Unsolicited and unwanted emails
|
•
|
Phishing emails
|
i.
|
All information you provide in connection with your use of ACM is and will be accurate and complete information at all times (and you will promptly notify us if your information changes);
|
ii.
|
You will review and verify the Certificate contents for accuracy;
|
iii.
|
You may use a Certificate provided to you by us solely on servers that are accessible at the subjectAltName(s) listed in the Certificate and will use the Certificate solely in compliance with all applicable laws;
|
iv.
|
You will promptly cease using a Certificate, and promptly notify us, in the event that any information in the Certificate is, or becomes, incorrect or inaccurate;
|
v.
|
You will promptly cease using a Certificate, and promptly notify us, if the private key associated with the Certificate is, or becomes, subject to a Key Compromise (as defined in the CA/B Forum Requirements) or the Certificate is otherwise subject to misuse;
|
vi.
|
You will promptly respond to Amazon CA’s instructions concerning Key Compromise or Certificate misuse;
|
vii.
|
You will not modify, sublicense, or create a derivative work of any Certificate (except as required to use the Certificate for its intended purpose) or private key;
|
viii.
|
You will not, in connection with use of the Certificate, upload or distribute any files or software that may damage the operation of another’s computer;
|
ix.
|
You will not make representations about or use a Certificate except as may be allowed in ATS’s
CPS
;
|
x.
|
You will not, in connection with use of the Certificate, impersonate or misrepresent your affiliation with any entity;
|
xi.
|
You will not permit an entity other than Amazon CA to control the Private Key matching the Public Key in the Certificate (where “Private Key” and “Public Key” are defined by the CA/B Forum Requirements);
|
xii.
|
You will not use a Certificate to breach the confidence of a third party or to send or receive unsolicited bulk correspondence; and
|
xiii.
|
Notwithstanding anything to the contrary in the Agreement, you acknowledge that Amazon CA (or our applicable third-party contractor) may revoke a Certificate at any time, and you agree that you will cease using the Certificate immediately upon our notice of such revocation.
|
a.
|
You may enable End Users to use Amazon Chime under your account. Termination of your account’s use of Amazon Chime, will also terminate such End Users’ Pro or Plus tiers associated with your account or organization and all such End Users will be converted to the Free tier.
|
b.
|
Amazon Chime End Users can be managed by End Users with administrative privileges (“Amazon Chime Administrators”). Amazon Chime Administrators can (a) upgrade or downgrade End Users’ Amazon Chime tier; (b) suspend End User’s access to Amazon Chime; and (c) access information about End Users’ use of Amazon Chime, including, but not limited to, call details.
|
a.
|
The term “PSTN Service” as used in these Terms means the ability for you to integrate inbound and outbound Public Switched Telephone Network (PSTN) calling features into your Amazon Chime conferencing experience. PSTN Service includes dial in access to meetings from the PSTN via standard toll numbers and toll-free numbers.
|
b.
|
By using the PSTN Service, you acknowledge and agree that the following behavior is prohibited: (i) the PSTN Service must not be used in any manner that may expose AWS, its affiliates, or their personnel to criminal or civil liability; (ii) resale of the PSTN Service; (iii) calling PSTN telephone numbers (whether singly, sequentially or automatically) to generate income for you or others as a result of placing the call, other than for your or your End Users’ individual business communications, or (iv) unusual calling patterns inconsistent with normal, individual use. AWS reserves the right to restrict and disable dial-in or domestic dial-out PSTN conferencing if you or your End Users engage in any prohibited behavior or if necessary for AWS to limit abuse or fraud or to maintain service performance. AWS also reserves the right to modify or remove PSTN conferencing dial-in number(s) previously assigned to you or your End Users to maintain good quality of service.
|
a.
|
The term “PSTN Service” as used in these Service Terms means the inbound and outbound Public Switched Telephone Network (PSTN) calling features that you may optionally purchase to use with Amazon Connect. PSTN Service includes dial-in access to Amazon Connect from the PSTN via standard toll numbers and toll-free numbers.
|
b.
|
PSTN Service is sold and provided by AMCS LLC (“AMCS”) and not AWS, but is otherwise subject to the terms of the Agreement. Your invoice will clearly state which services that you have used are sold to you by AMCS and which are sold by AWS. You do not have to purchase any AMCS services or PSTN Service to use Amazon Connect, and you may purchase PSTN Service calling features (such as inbound or outbound calling) separately, together or not at all from AMCS. For the avoidance of doubt, AWS is not itself a telecommunications provider and does not itself provide any telecommunications-related services.
|
c.
|
Your use of Amazon Connect must comply in all respects with the AWS Acceptable Use Policy. Without limiting the generality of the forgoing, by using the PSTN Service, you acknowledge and agree that the following behavior is prohibited: (i) using PSTN Service in any manner that may expose AMCS, its affiliates, or their personnel to criminal or civil liability; (ii) making calls for purposes that may be considered abusive, fraudulent or unlawful; (iii) resale of the PSTN Service; (iv) calling PSTN telephone numbers (whether singly, sequentially or automatically) to generate income for you or others as a result of placing the call, other than for your or your End Users’ individual business communications; or (v) unusual calling patterns inconsistent with normal, individual use. AMCS reserves the right to restrict and disable inbound or outbound PSTN calling if you or your End Users engage in any prohibited behavior or if necessary for AMCS to limit abuse or fraud or to maintain service performance. AMCS also reserves the right to modify or remove PSTN calling inbound calling number(s) previously assigned to you or your End Users to maintain good quality of service.
|
d.
|
If as a part of the Amazon Connect service, AMCS provides you with an inbound calling number (whether toll-free or other), you understand and agree that you do not own the number and you do not have the right to keep that number indefinitely. AMCS reserves the right to change, cancel or move telephone numbers in its reasonable discretion.
|
•
|
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which Amazon EC2 or Amazon EBS, as applicable, was in the state of “Region Unavailable.” Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Amazon EC2 SLA Exclusion (defined below).
|
•
|
“Region Unavailable” and “Region Unavailability” mean that more than one Availability Zone in which you are running an instance, within the same Region, is “Unavailable” to you.
|
•
|
“Unavailable” and “Unavailability” mean:
|
o
|
For Amazon EC2, when all of your running instances have no external connectivity.
|
o
|
For Amazon EBS, when all of your attached volumes perform zero read write IO, with pending IO in the queue.
|
•
|
A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to an eligible account.
|
Monthly Uptime Percentage
|
Service Credit Percentage
|
Less than 99.95% but equal to or greater than 99.0%
|
10%
|
Less than 99.0%
|
30%
|
1.
|
the words “SLA Credit Request” in the subject line;
|
2.
|
the dates and times of each Unavailability incident that you are claiming;
|
3.
|
the affected EC2 instance IDs or the affected EBS volume IDs; and
|
4.
|
your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
|
•
|
“Error Rate” means: (i) the total number of internal server errors returned by Amazon S3 as error status “InternalError” or “ServiceUnavailable” divided by (ii) the total number of requests for the applicable request type during that five minute period. We will calculate the Error Rate for each Amazon S3 account as a percentage for each five minute period in the monthly billing cycle. The calculation of the number of internal server errors will not include errors that arise directly or indirectly as a result of any of the Amazon S3 SLA Exclusions (as defined below).
|
•
|
“Monthly Uptime Percentage” is calculated by subtracting from 100% the average of the Error Rates from each five minute period in the monthly billing cycle.
|
•
|
A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to an eligible Amazon S3 account.
|
Monthly Uptime Percentage
|
Service Credit Percentage
|
Equal to or greater than 99.0% but less than 99.9%
|
10%
|
Less than 99.0%
|
25%
|
Monthly Uptime Percentage
|
Service Credit Percentage
|
Equal to or greater than 98.0% but less than 99.0%
|
10%
|
Less than 98.0%
|
25%
|
1.
|
the words “SLA Credit Request” in the subject line;
|
2.
|
the dates and times of each incident of non-zero Error Rates that you are claiming; and
|
3.
|
your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
|
•
|
Illegal, Harmful or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation, including disseminating, promoting or facilitating child pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming.
|
•
|
Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
|
•
|
Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.
|
•
|
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.
|
•
|
Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.
|
•
|
Interception. Monitoring of data or traffic on a System without permission.
|
•
|
Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. The legitimate use of aliases and anonymous remailers is not prohibited by this provision.
|
•
|
Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.
|
•
|
Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
|
•
|
Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.
|
•
|
Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.
|
•
|
Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.
|
•
|
investigate violations of this Policy or misuse of the Services or AWS Site; or
|
•
|
remove, disable access to, or modify any content or resource that violates this Policy or any other agreement we have with you for use of the Services or the AWS Site.
|
1.
|
Definitions.
Capitalized terms used in this Addendum have the meanings set forth in the Agreement unless otherwise defined in the table below or elsewhere in this Addendum.
|
Term
|
Meaning
|
Addendum Term
|
The period from the Addendum Effective Date until June 30, 2020, unless terminated earlier pursuant to Section 6.
|
Discount Rate
|
Contract Year 1 (April 1, 2017 – March 31, 2018): 9%
Contract Year 2 (April 1, 2018 – March 31, 2019): 9%
Contract Year 3 (April 1, 2019 – March 31, 2020): 9%
|
Discount Term
|
The period from the Addendum Effective Date until March 31, 2020, unless terminated earlier pursuant to Section 6.
|
Annual Commitment
|
Contract Year 1: $1,000,000
Contract Year 2: $1,000,000
Contract Year 3: $1,000,000
|
Eligible Services
|
The Services listed on Attachment 1 used in Eligible Regions under Eligible Accounts.
|
Eligible Regions
|
The following AWS Regions: US East (N. Virginia), US East (Ohio), US
West (N. California), US West (Oregon), Canada (Central), EU (Frankfurt),
EU (Ireland), EU (London), Asia Pacific (Mumbai), Asia Pacific (Seoul),
Asia Pacific (Singapore), Asia Pacific (Sydney), Asia Pacific (Tokyo), South America (Sao Paulo), GovCloud (US) (if you have access to such Region) and any additional AWS Regions that AWS may include from time to time upon written notice to you.
|
Eligible Accounts
|
AWS accounts with the following AWS Account ID(s): 662395065257 (including any Master Account or Member Accounts joined to such accounts via AWS Organizations as described in the Service Terms); provided that the AWS accounts are or have been opened by you for use by you, and are registered with email addresses issued by you.
|
2.
|
Discount.
Fees incurred under the Eligible Accounts for use of Eligible Services during each month of the Discount Term will be the Standard Fees (as defined below) reduced by the Discount Rate applicable to the Contract Year. The discount under this Section will not apply following expiration of the Discount Term or earlier termination of this Addendum. Fees for all Service Offerings other than Eligible Services, and AWS accounts other than Eligible Accounts will be the standard fees then-applicable under the Agreement without modification by this Addendum (such fees being “
Standard Fees
”).
|
3.
|
Payment.
Unless otherwise specified in this Addendum, you will pay AWS for fees incurred under the Eligible Accounts for use of the Eligible Services and AWS Marketplace in each month of the Addendum Term (the “
Monthly Charges
”) and other fees under this Addendum in accordance with the payment terms of the Agreement. AWS may invoice you for all payments due under this Addendum. All fees and dollar values in this Addendum are in U.S. dollars. All payment obligations and AWS’s right to invoice under this Addendum will survive expiration or termination of this Addendum.
|
4.
|
Annual Commitments.
|
5.
|
Other Discounted Pricing.
If an Eligible Account is entitled to discounted pricing for an Eligible Service for any period during the Addendum Term under an addendum to the Agreement other than this Addendum, then
the discounted pricing in Section 2 of this Addendum will not apply to that Eligible Service for that Eligible Account during such period.
|
6.
|
Termination.
|
7.
|
RI Pricing.
During the Addendum Term, Amazon EC2 Reserved Instance Volume Discounts, as described on the AWS Site, will not apply to Eligible Accounts in the Eligible Regions except as provided in this Section. If in any month during the Addendum Term, the Standard Fees for any Amazon EC2 “Reserved Instance” (as described on the AWS Site) in an Eligible Region (“
RI
”) (after applying any Reserved Instance
|
8.
|
Required Enrollment in Enterprise Support
. For each month during the Addendum Term that you are not already enrolled in AWS Support at the Enterprise level (as described on the AWS Site) (“
Enterprise Support
”), you will be automatically enrolled in Enterprise Support for the Eligible Accounts.
|
9.
|
References.
You grant to AWS a non-exclusive, worldwide, royalty-free right and license to (a) use your company name and logo (provided promptly by you to AWS, upon AWS’s request) to identify you as a customer of AWS on (i) the AWS Site and any subpages of the AWS Site, and (ii) customer lists, commercial presentations, flyers, brochures, newsletters and other marketing collateral ((i) and (ii), collectively, the “
Items
”); and (b) reproduce, publish, distribute and translate, for purposes of advertising, merchandising and publicity, all or any part of the Items. The license granted under this Section will survive expiration or termination of this Addendum, provided you may, by giving AWS at least 30 days’ prior written notice, terminate the license granted under this Section at any time following the termination of the Agreement. Upon termination of this license (x) AWS will stop producing any new Items containing your company name or logo; and (y) AWS will remove from the AWS Site your company name and logo; provided AWS’s right to use your company name or logo in any other Items produced prior to the effective date of termination of this license will continue unaffected and AWS will not be obligated to remove your company name or logo from any such Items.
|
10.
|
Nondisclosure.
You agree that the existence and terms of this Addendum and the discount program described herein are not publicly known and will not be disclosed by you.
|
11.
|
Entire Agreement; Conflict.
Except as amended by this Addendum, the Agreement will remain in full force and effect. With respect to the subject matter hereof, this Addendum, together with the Agreement as amended by this Addendum: (a) is intended by the parties as a final, complete and exclusive expression of the terms of their agreement; and (b) supersedes all prior agreements and understandings (whether oral or written) between the parties. If there is a conflict between the Agreement and this Addendum, this Addendum will prevail. If there is a conflict between this Addendum and any other amendment or addendum to the Agreement or to this Addendum, the document later in time will prevail.
|
12.
|
Counterparts; Delivery.
This Addendum may be executed in two or more counterparts, each of which will be deemed an original and all of which taken together will be deemed to constitute one and the same document. The parties may sign and deliver this Addendum by electronic or facsimile transmission.
|
Document Pages: 5
|
Signatures: 2
|
Envelope Originator:
|
Supplemental Document Pages: 0
|
Initials: 0
|
Carmen Chan
|
Certificate Pages: 2
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
|
Payments: 0
|
ATTN: Legal Department
PO BOX 81226
Seattle, WA 98108 carmchan@amazon.co.uk IP Address: 185.81.101.11
|
Record Tracking
|
|
|
Status: Original
3/30/2017 3:49:38 AM
|
Holder: Carmen Chan
carmchan@amazon.co.uk
|
Location: DocuSign
|
Signer Events
|
Signature
|
Timestamp
|
Catherine Lewis
Catherine.lewis@mixtelematics.com
Managing Director
Security Level: Email, Account Authentication (None)
|
Using IP Address: 196.41.17.67
|
Sent: 3/30/2017 3:52:12 AM
Viewed: 3/30/2017 4:55:35 AM
Signed: 3/30/2017 5:31:37 AM
|
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Chris Niederman niedermc@amazon.com
Vice President, Global Alliances
Amazon
Security Level: Email, Account Authentication (None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
|
Using IP Address: 54.240.196.169
|
Sent: 3/30/2017 6:48:56 AM
Viewed: 3/30/2017 3:41:32 PM
Signed: 3/30/2017 3:41:39 PM
|
In Person Signer Events
|
Signature
|
Timestamp
|
|
|
|
Editor Delivery Events
|
Status
|
Timestamp
|
|
|
|
Agent Delivery Events
|
Status
|
Timestamp
|
AWS Contract Signatures
aws-contract-signatures@amazon.com
Amazon
Security Level: Email, Account Authentication (None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
|
Using IP Address: 54.240.198.33
|
Sent: 3/30/2017 5:31:38 AM
Viewed: 3/30/2017 6:43:26 AM
Completed: 3/30/2017 6:48:55 AM
|
Intermediary Delivery Events
|
Status
|
Timestamp
|
Name of Subsidiary
|
Jurisdiction of
Incorporation
|
MIX TELEMATICS AFRICA PROPRIETARY LIMITED
|
Republic of South Africa
|
MIX TELEMATICS INTERNATIONAL PROPRIETARY LIMITED
|
Republic of South Africa
|
MIX TELEMATICS EUROPE LIMITED
|
United Kingdom
|
MIX TELEMATICS NORTH AMERICA INCORPORATED
|
United States of America
|
MIX TELEMATICS AUSTRALASIA PROPRIETARY LIMITED
|
Australia
|
MIX TELEMATICS MIDDLE EAST FZE
|
United Arab Emirates
|
MIX TELEMATICS ENTERPRISE SA PROPRIETARY LIMITED
|
Republic of South Africa
|
MIX TELEMATICS SERVIÇOS DE TELEMETRIA E RASTREAMENTO DE
VEÍCULOS DO BRAZIL LIMITADA
|
Brazil
|
MIX TELEMATICS FLEET SUPPORT PROPRIETARY LIMITED
|
Republic of South Africa
|
MIX TELEMATICS EAST AFRICA LIMITED
|
Uganda
|
MIX TELEMATICS TECHNOLOGY HOLDINGS PROPRIETARY LIMITED
|
Republic of South Africa
|
MIX TELEMATICS INVESTMENTS PROPRIETARY LIMITED
|
Republic of South Africa
|
MIX TELEMATICS ROMANIA SRL
|
Romania
|
MIX TELEMATICS (THAILAND) LIMITED
|
Thailand
|
1.
|
I have reviewed this annual report on Form 20-F of MiX Telematics Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
1.
|
I have reviewed this annual report on Form 20-F of MiX Telematics Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
1.
|
the report, as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Consolidated statements of financial position
|
|
|
|
|
|
|
|
|
at March 31, 2017 and March 31, 2016
|
|
|
Notes
|
|
March 31, 2017
|
|
|
March 31, 2016
|
|
|
|
R
’
000
|
|
|
R
’
000
|
|
|
|
|
|
|
|
|
||
ASSETS
|
|
|
|
|
|
||
Non-current assets
|
|
|
|
|
|
||
Property, plant and equipment
|
6
|
|
294,120
|
|
|
235,584
|
|
Intangible assets
|
7
|
|
881,900
|
|
|
846,851
|
|
Finance lease receivable
|
8
|
|
22
|
|
|
167
|
|
Deferred tax assets
|
18
|
|
28,130
|
|
|
30,005
|
|
Total non-current assets
|
|
|
1,204,172
|
|
|
1,112,607
|
|
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Inventory
|
9
|
|
26,449
|
|
|
64,489
|
|
Trade and other receivables
|
10
|
|
260,576
|
|
|
293,045
|
|
Finance lease receivable
|
8
|
|
140
|
|
|
984
|
|
Taxation
|
28
|
|
26,302
|
|
|
8,886
|
|
Restricted cash
|
11
|
|
13,268
|
|
|
21,134
|
|
Cash and cash equivalents
|
12
|
|
375,782
|
|
|
877,136
|
|
Total current assets
|
|
|
702,517
|
|
|
1,265,674
|
|
Total assets
|
|
|
1,906,689
|
|
|
2,378,281
|
|
|
|
|
|
|
|
||
EQUITY
|
|
|
|
|
|
||
Stated capital
|
13
|
|
854,345
|
|
|
1,320,955
|
|
Other reserves
|
14
|
|
(4,370
|
)
|
|
74,262
|
|
Retained earnings
|
|
|
594,514
|
|
|
526,082
|
|
Equity attributable to owners of the parent
|
|
|
1,444,489
|
|
|
1,921,299
|
|
Non-controlling interest
|
|
|
(1,558
|
)
|
|
(1,491
|
)
|
Total equity
|
|
|
1,442,931
|
|
|
1,919,808
|
|
|
|
|
|
|
|
||
LIABILITIES
|
|
|
|
|
|
||
Non-current liabilities
|
|
|
|
|
|
||
Deferred tax liabilities
|
18
|
|
100,067
|
|
|
120,981
|
|
Provisions
|
19
|
|
1,833
|
|
|
3,514
|
|
Share-based payment liability
|
20
|
|
—
|
|
|
—
|
|
Total non-current liabilities
|
|
|
101,900
|
|
|
124,495
|
|
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Trade and other payables
|
16
|
|
309,110
|
|
|
282,647
|
|
Borrowings
|
15
|
|
—
|
|
|
1,103
|
|
Taxation
|
|
|
4,521
|
|
|
2,795
|
|
Provisions
|
19
|
|
28,778
|
|
|
31,059
|
|
Bank overdraft
|
12
|
|
19,449
|
|
|
16,374
|
|
Total current liabilities
|
|
|
361,858
|
|
|
333,978
|
|
Total liabilities
|
|
|
463,758
|
|
|
458,473
|
|
Total equity and liabilities
|
|
|
1,906,689
|
|
|
2,378,281
|
|
|
|
|
|
|
|
Consolidated income statements
|
|
|
|
|
|
|
|
|
for the years ended March 31, 2017, March 31, 2016 and March 31, 2015
|
|
|
Notes
|
|
|
March 31, 2017
|
|
|
March 31, 2016
|
|
|
March 31, 2015
|
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
||
|
|
|
|
|
|
|
|
||||
Revenue
|
21
|
|
|
1,540,058
|
|
|
1,465,021
|
|
|
1,389,380
|
|
Cost of sales
|
|
|
(498,785
|
)
|
|
(439,305
|
)
|
|
(449,663
|
)
|
|
|
|
|
|
|
|
|
|
||||
Gross profit
|
|
|
1,041,273
|
|
|
1,025,716
|
|
|
939,717
|
|
|
Other income/(expenses) — net
|
22
|
|
|
426
|
|
|
1,244
|
|
|
3,795
|
|
Operating expenses
|
|
|
(903,837
|
)
|
|
(887,876
|
)
|
|
(793,651
|
)
|
|
Sales and marketing
|
|
|
(181,601
|
)
|
|
(203,767
|
)
|
|
(171,948
|
)
|
|
Administration and other charges
|
|
|
(722,236
|
)
|
|
(684,109
|
)
|
|
(621,703
|
)
|
|
|
|
|
|
|
|
|
|
||||
Operating profit
|
23
|
|
|
137,862
|
|
|
139,084
|
|
|
149,861
|
|
Finance income/(costs) — net
|
|
|
10,391
|
|
|
150,327
|
|
|
80,778
|
|
|
Finance income
|
24
|
|
|
16,068
|
|
|
152,164
|
|
|
82,905
|
|
Finance costs
|
25
|
|
|
(5,677
|
)
|
|
(1,837
|
)
|
|
(2,127
|
)
|
|
|
|
|
|
|
|
|
||||
Profit before taxation
|
|
|
148,253
|
|
|
289,411
|
|
|
230,639
|
|
|
Taxation
|
28
|
|
|
(26,812
|
)
|
|
(106,920
|
)
|
|
(81,623
|
)
|
Profit for the year
|
|
|
121,441
|
|
|
182,491
|
|
|
149,016
|
|
|
|
|
|
|
|
|
|
|
||||
Attributable to:
|
|
|
|
|
|
|
|
||||
Owners of the parent
|
|
|
121,458
|
|
|
182,989
|
|
|
149,622
|
|
|
Non-controlling interests
|
|
|
(17
|
)
|
|
(498
|
)
|
|
(606
|
)
|
|
|
|
|
121,441
|
|
|
182,491
|
|
|
149,016
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
||||
Basic (R)
|
29
|
|
|
0.19
|
|
|
0.24
|
|
|
0.19
|
|
Diluted (R)
|
29
|
|
|
0.19
|
|
|
0.23
|
|
|
0.19
|
|
|
|
|
|
|
|
|
|
Consolidated statements of comprehensive income
|
|
|
|
|
|
|
|
|
for the years ended March 31, 2017, March 31, 2016 and March 31, 2015
|
|
Consolidated statements of changes in equity
|
|
|
|
|
|
|
|
|
for the years ended March 31, 2017, March 31, 2016 and March 31, 2015
|
|
|
|
|
Attributable to owners of the parent
|
|
|
|
|
|
|
||||||||||
|
Notes
|
|
Stated
capital
R’000
|
|
|
Other
reserves
R’000
|
|
*
|
Retained
earnings
R’000
|
|
|
Total
R’000
|
|
|
Non-
controlling
interest
R’000
|
|
|
Total
equity
R’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at April 1, 2014
|
1,429,250
|
|
|
(58,335
|
)
|
|
300,725
|
|
|
1,671,640
|
|
|
(10
|
)
|
|
1,671,630
|
|
||
Total comprehensive income
|
—
|
|
|
30,764
|
|
|
149,622
|
|
|
180,386
|
|
|
(407
|
)
|
|
179,979
|
|
||
Profit for the year
|
|
—
|
|
|
—
|
|
|
149,622
|
|
|
149,622
|
|
|
(606
|
)
|
|
149,016
|
|
|
Other comprehensive income
|
—
|
|
|
30,764
|
|
|
—
|
|
|
30,764
|
|
|
199
|
|
|
30,963
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total transactions with owners
|
7,743
|
|
|
5,677
|
|
|
—
|
|
|
13,420
|
|
|
(457
|
)
|
|
12,963
|
|
||
Shares issued in relation to share options exercised
|
|
7,743
|
|
|
—
|
|
|
—
|
|
|
7,743
|
|
|
—
|
|
|
7,743
|
|
|
Share-based payment
|
|
—
|
|
|
5,220
|
|
|
—
|
|
|
5,220
|
|
|
—
|
|
|
5,220
|
|
|
Transactions with non-controlling interest
|
|
|
—
|
|
|
457
|
|
|
—
|
|
|
457
|
|
|
(457
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at March 31, 2015
|
1,436,993
|
|
|
(21,894
|
)
|
|
450,347
|
|
|
1,865,446
|
|
|
(874
|
)
|
|
1,864,572
|
|
||
Total comprehensive income
|
—
|
|
|
88,318
|
|
|
182,989
|
|
|
271,307
|
|
|
(617
|
)
|
|
270,690
|
|
||
Profit for the year
|
|
—
|
|
|
—
|
|
|
182,989
|
|
|
182,989
|
|
|
(498
|
)
|
|
182,491
|
|
|
Other comprehensive income
|
—
|
|
|
88,318
|
|
|
—
|
|
|
88,318
|
|
|
(119
|
)
|
|
88,199
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total transactions with owners
|
(116,038
|
)
|
|
7,838
|
|
|
(107,254
|
)
|
|
(215,454
|
)
|
|
—
|
|
|
(215,454
|
)
|
||
Shares issued in relation to share options exercised
|
13
|
|
7,722
|
|
|
—
|
|
|
—
|
|
|
7,722
|
|
|
—
|
|
|
7,722
|
|
Share-based payment
|
14
|
|
—
|
|
|
7,838
|
|
|
—
|
|
|
7,838
|
|
|
—
|
|
|
7,838
|
|
Dividends declared
|
30
|
|
—
|
|
|
—
|
|
|
(107,254
|
)
|
|
(107,254
|
)
|
|
—
|
|
|
(107,254
|
)
|
Share repurchase
|
13
|
|
(123,760
|
)
|
|
—
|
|
|
—
|
|
|
(123,760
|
)
|
|
—
|
|
|
(123,760
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at March 31, 2016
|
1,320,955
|
|
|
74,262
|
|
|
526,082
|
|
|
1,921,299
|
|
|
(1,491
|
)
|
|
1,919,808
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statements of changes in equity
|
|
|
|
|
|
|
|
|
for the years ended March 31, 2017, March 31, 2016 and March 31, 2015
|
|
|
|
|
Attributable to owners of the parent
|
|
|
|
|
|
|
||||||||||
|
Notes
|
|
Stated
capital
R’000
|
|
|
Other
reserves
R’000
|
|
*
|
Retained
earnings
R’000
|
|
|
Total
R’000
|
|
|
Non-
controlling
interest
R’000
|
|
|
Total
equity
R’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total comprehensive income
|
—
|
|
|
(80,879
|
)
|
|
121,458
|
|
|
40,579
|
|
|
(67
|
)
|
|
40,512
|
|
||
Profit for the year
|
|
—
|
|
|
—
|
|
|
121,458
|
|
|
121,458
|
|
|
(17
|
)
|
|
121,441
|
|
|
Other comprehensive loss
|
—
|
|
|
(80,879
|
)
|
|
—
|
|
|
(80,879
|
)
|
|
(50
|
)
|
|
(80,929
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total transactions with owners
|
(466,610
|
)
|
|
2,247
|
|
|
(53,026
|
)
|
|
(517,389
|
)
|
|
—
|
|
|
(517,389
|
)
|
||
Shares issued in relation to share options exercised
|
13
|
|
7,072
|
|
|
—
|
|
|
—
|
|
|
7,072
|
|
|
—
|
|
|
7,072
|
|
Share-based payment
|
14
|
|
—
|
|
|
2,247
|
|
|
—
|
|
|
2,247
|
|
|
—
|
|
|
2,247
|
|
Dividends declared
|
30
|
|
—
|
|
|
—
|
|
|
(53,026
|
)
|
|
(53,026
|
)
|
|
—
|
|
|
(53,026
|
)
|
Share repurchase
|
13
|
|
(473,682
|
)
|
|
—
|
|
|
—
|
|
|
(473,682
|
)
|
|
—
|
|
|
(473,682
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at March 31, 2017
|
854,345
|
|
|
(4,370
|
)
|
|
594,514
|
|
|
1,444,489
|
|
|
(1,558
|
)
|
|
1,442,931
|
|
Consolidated statements of cash flows
|
|
|
|
|
|
|
|
|
for the years ended March 31, 2017, March 31, 2016 and March 31, 2015
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
|
March 31, 2016
|
|
|
March 31, 2015
|
|
|
|
Notes
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
|
|
|
|
|
|
|
||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
||||
Cash generated from operations
|
31.2
|
|
|
377,115
|
|
|
293,808
|
|
|
261,954
|
|
Interest received
|
|
|
14,737
|
|
|
7,936
|
|
|
8,926
|
|
|
Interest paid
|
|
|
(5,680
|
)
|
|
(1,831
|
)
|
|
(2,057
|
)
|
|
Taxation paid
|
|
|
(62,601
|
)
|
|
(59,479
|
)
|
|
(51,179
|
)
|
|
Net cash generated from operating activities
|
|
|
323,571
|
|
|
240,434
|
|
|
217,644
|
|
|
|
|
|
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
6
|
|
|
(180,230
|
)
|
|
(155,584
|
)
|
|
(63,554
|
)
|
Proceeds on sale of property, plant and equipment and intangible assets
|
|
|
369
|
|
|
633
|
|
|
605
|
|
|
Purchases of intangible assets
|
7
|
|
|
(115,293
|
)
|
|
(86,276
|
)
|
|
(65,748
|
)
|
Acquisition of business, net of cash acquired
|
|
|
—
|
|
|
(18,000
|
)
|
|
(40,000
|
)
|
|
Deferred consideration paid
|
15
|
|
|
(1,103
|
)
|
|
(1,361
|
)
|
|
(1,241
|
)
|
Decrease in restricted cash
|
|
|
6,951
|
|
|
19,346
|
|
|
—
|
|
|
Increase in restricted cash
|
|
|
(3,588
|
)
|
|
(8,472
|
)
|
|
(19,907
|
)
|
|
Net cash used in investing activities
|
|
|
(292,894
|
)
|
|
(249,714
|
)
|
|
(189,845
|
)
|
|
|
|
|
|
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of shares
|
13
|
|
|
7,072
|
|
|
7,722
|
|
|
7,743
|
|
Share repurchase
|
13
|
|
|
(473,682
|
)
|
|
(123,760
|
)
|
|
—
|
|
Dividends paid to Company’s owners
|
|
|
(52,966
|
)
|
|
(107,150
|
)
|
|
—
|
|
|
Repayments of borrowings
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
Net cash (used in)/generated from financing activities
|
|
(519,576
|
)
|
|
(223,229
|
)
|
|
7,743
|
|
||
Net (decrease)/increase in cash and cash equivalents
|
|
(488,899
|
)
|
|
(232,509
|
)
|
|
35,542
|
|
||
Net cash and cash equivalents at the beginning of the year
|
|
860,762
|
|
|
927,415
|
|
|
802,639
|
|
||
Exchange (losses)/gains on cash and cash equivalents
|
|
|
(15,530
|
)
|
|
165,856
|
|
|
89,234
|
|
|
Net cash and cash equivalents at the end of the year
|
12
|
|
|
356,333
|
|
|
860,762
|
|
|
927,415
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
2.1
|
Basis of preparation
|
•
|
International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”);
|
•
|
IFRS Interpretations Committee (“IFRIC”) interpretations applicable to companies reporting under IFRS;
|
•
|
SAICA Financial Reporting guides as issued by the Accounting Practices Committee;
|
•
|
Financial Pronouncements as issued by the Financial Reporting Standards Council (“FRSC”);
|
•
|
the requirements of the South African Companies Act, No. 71 of 2008; and
|
•
|
the JSE Listings Requirements.
|
2.1.1
|
Changes in accounting policy and disclosures
|
2.1.1.1
|
New standards, amendments and interpretations adopted by the Group
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
2.1.1.2
|
New standards, amendments and interpretations not yet effective
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
Standards and amendments
|
Executive summary
|
IFRS 16
Leases
|
IFRS 16 issued in January 2016, which replaces IAS 17
Leases
, addresses the recognition, measurement, presentation and disclosure of leases.
The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or, the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with IFRS 16’s approach to lessor accounting remaining substantially unchanged from its predecessor, IAS 17.
In order to facilitate transition, the standard permits lessees to choose a ‘simplified approach’ that includes certain reliefs related to the measurement of the right-of-use asset and the lease liability, rather than full retrospective application; furthermore, the ‘simplified approach’ does not require a restatement of comparatives. In addition, as a practical expedient, entities are not required to reassess whether a contract is, or contains, a lease at the date of initial application (that is, such contracts are ‘grandfathered’).
IFRS 16 applies to annual reporting periods beginning on or after January 1, 2019 and therefore applies to the Group for the first time for the year ended March 31, 2020.
The Group leases land and buildings, office equipment and vehicles which are currently treated as operating leases. IFRS 16 will require these to be capitalized and a lease liability recognized in the statement of financial position, unless the lease term is 12 months or less or the underlying asset has low value.
Management is yet to perform detailed calculations of the likely impact on transition to IFRS 16. If management elects to transition to IFRS 16 on April 1, 2019 using the simplified method, then on transition, the present value of the future lease payments will need to be recognized as a lease liability and a right of use asset will need to be raised. As at March 31, 2017 there are future gross lease payments totaling R40.0 million (undiscounted) that will be paid in the next five years.
|
2.2
|
Consolidation
|
(a)
|
Subsidiaries
|
(b)
|
Business combinations
|
•
|
fair values of the assets transferred;
|
•
|
liabilities incurred to the former owners of the acquired business;
|
•
|
equity interests issued by the Group;
|
•
|
fair value of any asset or liability resulting from a contingent consideration arrangement; and
|
•
|
fair value of any pre-existing equity interest in the subsidiary.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
•
|
consideration transferred;
|
•
|
amount of any non-controlling interest in the acquired entity; and
|
•
|
acquisition-date fair value of any previous equity interest in the acquired entity
|
(c)
|
Changes in ownership interests in subsidiaries without a change of control
|
(d)
|
Disposal of subsidiaries
|
2.3
|
Segment reporting
|
2.4
|
Foreign currency translation
|
(a)
|
Functional and presentation currency
|
(b)
|
Transactions and balances
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
(c)
|
Group companies
|
(i)
|
Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;
|
(ii)
|
Income and expenses for each income statement 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 dates of the transactions);
|
(iii)
|
All resulting exchange differences are recognized in other comprehensive income; and
|
(iv)
|
Equity items are measured at historical cost at the time of recording, translated at the rate on the date of the recording and are not retranslated to closing rates at reporting dates.
|
2.5
|
Property, plant and equipment
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
2.6
|
Intangible assets
|
(a)
|
Goodwill
|
(b)
|
Patents and trademarks
|
(c)
|
Customer relationships
|
(d)
|
Computer software, technology, in-house software and product development
|
•
|
It is technically feasible to complete the software product so that it will be available-for-use;
|
•
|
Management intends to complete the software product and use it or sell it;
|
•
|
There is an ability to use or sell the software product;
|
•
|
It can be demonstrated how the software will generate probable future economic benefits;
|
•
|
Adequate technical, financial and other resources to complete the development and use or sell the software product are available; and
|
•
|
The expenditure attributable to the software product during its development can be reliably measured.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
2.7
|
Impairment of non-financial assets
|
2.8
|
Financial assets
|
2.8.1
|
Classification
|
2.8.2
|
Recognition and derecognition
|
2.8.3
|
Measurement
|
2.8.4
|
Impairment of financial assets
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
2.9
|
Fair value
|
•
|
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
|
•
|
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
|
•
|
Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
|
2.10
|
Offsetting financial instruments
|
2.11
|
Inventories
|
2.12
|
Trade receivables
|
2.13
|
Net cash and cash equivalents
|
2.14
|
Restricted cash
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
2.15
|
Stated capital
|
2.16
|
Trade and other payables
|
2.17
|
Borrowings
|
2.18
|
Taxation
|
2.18.1.
|
Current and deferred income taxes
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
•
|
Deferred tax liabilities are recognized, except to the extent that the Group is able to control the timing of the reversal of the temporary differences, and it is probable that they will not reverse in the foreseeable future.
|
•
|
Deferred tax assets are recognized only to the extent that it is probable the temporary differences will reverse in the foreseeable future and there is sufficient taxable profit available against which the temporary differences can be utilized.
|
2.18.2.
|
Dividends tax
|
2.19
|
Employee benefits
|
(a)
|
Short-term benefits
|
(b)
|
Defined contribution plan
|
(c)
|
Short-term incentives — bonus plans
|
(d)
|
Termination benefits
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
2.20
|
Share-based payments
|
•
|
Including any market performance conditions;
|
•
|
Excluding the impact of any service and non-market performance vesting conditions (for example, remaining an employee of the entity over a specified time period); and
|
•
|
Including the impact of any non-vesting conditions.
|
2.21
|
Provisions
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
2.22
|
Revenue recognition
|
(a)
|
Subscription revenue
|
(b)
|
Hardware sales
|
(c)
|
Driver training and other services
|
(d)
|
Rental revenue
|
(e)
|
Installation revenue
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
2.23
|
Interest income
|
2.24
|
Dividend income
|
2.25
|
Leases
|
2.25.1.
|
The Group as a lessor
|
2.25.2.
|
The Group as a lessee
|
2.26
|
Dividend distribution
|
3.
|
Financial risk management
|
3.1
|
Financial risk factors
|
(a)
|
Market risk
|
(i)
|
Foreign exchange risk
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
(ii)
|
Interest rate risk
|
(iii)
|
Price risk
|
(b)
|
Credit risk
|
(c)
|
Liquidity risk
|
3.2
|
Capital risk management
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
4.
|
Critical accounting estimates and judgements
|
(a)
|
Warranty claims
|
(b)
|
Maintenance provision
|
(c)
|
Current and deferred income taxes
|
(d)
|
Impairment estimates
|
(e)
|
Customer relationships
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
(f)
|
Product development cost
|
(g)
|
Provision for impairment of trade receivables
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
|
|
Subscription revenue
R'000
|
|
|
Hardware and other revenue
R'000
|
|
|
Total
revenue
R’000
|
|
|
Adjusted EBITDA
R’000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Regional Sales Offices
|
|
|
|
|
|
|
|
|
|
|
|
||||
Africa
|
|
|
|
772,224
|
|
|
86,945
|
|
|
859,169
|
|
|
344,077
|
|
|
Europe
|
|
|
|
113,223
|
|
|
64,108
|
|
|
177,331
|
|
|
52,369
|
|
|
Americas
|
|
|
|
121,462
|
|
|
38,957
|
|
|
160,419
|
|
|
26,804
|
|
|
Middle East and Australasia
|
|
|
|
199,474
|
|
|
104,976
|
|
|
304,450
|
|
|
91,149
|
|
|
Brazil
|
|
|
|
32,653
|
|
|
5,158
|
|
|
37,811
|
|
|
9,394
|
|
|
Total Regional Sales Offices
|
|
|
|
1,239,036
|
|
|
300,144
|
|
|
1,539,180
|
|
|
523,793
|
|
|
Central Services Organization
|
|
|
|
878
|
|
|
—
|
|
|
878
|
|
|
(127,828
|
)
|
|
Total Segment Results
|
|
|
|
1,239,914
|
|
|
300,144
|
|
|
1,540,058
|
|
|
395,965
|
|
|
Corporate and consolidation entries
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94,352
|
)
|
|
Total
|
|
|
|
1,239,914
|
|
|
300,144
|
|
|
1,540,058
|
|
|
301,613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
|
|
Subscription revenue
R'000 |
|
|
Hardware and other revenue
R'000 |
|
|
Total
revenue R’000 |
|
|
Adjusted EBITDA
R’000
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Regional Sales Offices
|
|
|
|
|
|
|
|
|
|
|
||||
Africa
|
|
|
|
711,208
|
|
|
96,699
|
|
|
807,907
|
|
|
320,466
|
|
Europe
|
|
|
|
110,251
|
|
|
51,736
|
|
|
161,987
|
|
|
35,359
|
|
Americas
|
|
|
|
115,413
|
|
|
41,527
|
|
|
156,940
|
|
|
2,908
|
|
Middle East and Australasia
|
|
|
|
202,163
|
|
|
111,764
|
|
|
313,927
|
|
|
107,279
|
|
Brazil
|
|
|
|
18,063
|
|
|
5,066
|
|
|
23,129
|
|
|
1,931
|
|
Total Regional Sales Offices
|
|
|
|
1,157,098
|
|
|
306,792
|
|
|
1,463,890
|
|
|
467,943
|
|
Central Services Organization
|
|
|
|
1,131
|
|
|
—
|
|
|
1,131
|
|
|
(113,403
|
)
|
Total Segment Results
|
|
|
|
1,158,229
|
|
|
306,792
|
|
|
1,465,021
|
|
|
354,540
|
|
Corporate and consolidation entries
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,325
|
)
|
Total
|
|
|
|
1,158,229
|
|
|
306,792
|
|
|
1,465,021
|
|
|
277,215
|
|
|
|
|
|
Subscription revenue
R'000 |
|
|
Hardware and other revenue
R'000 |
|
|
Total
revenue R’000 |
|
|
Adjusted EBITDA
R’000
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Regional Sales Offices
|
|
|
|
|
|
|
|
|
|
|
||||
Africa
|
|
|
|
632,809
|
|
|
77,119
|
|
|
709,928
|
|
|
269,766
|
|
Europe
|
|
|
|
87,850
|
|
|
72,399
|
|
|
160,249
|
|
|
39,369
|
|
Americas
|
|
|
|
97,833
|
|
|
68,526
|
|
|
166,359
|
|
|
36,744
|
|
Middle East and Australasia
|
|
|
|
166,243
|
|
|
162,284
|
|
|
328,527
|
|
|
108,823
|
|
Brazil
|
|
|
|
12,682
|
|
|
10,369
|
|
|
23,051
|
|
|
(2,944
|
)
|
Total Regional Sales Offices
|
|
|
|
997,417
|
|
|
390,697
|
|
|
1,388,114
|
|
|
451,758
|
|
Central Services Organization
|
|
|
|
918
|
|
|
348
|
|
|
1,266
|
|
|
(106,680
|
)
|
Total Segment Results
|
|
|
|
998,335
|
|
|
391,045
|
|
|
1,389,380
|
|
|
345,078
|
|
Corporate and consolidation entries
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,084
|
)
|
Total
|
|
|
|
998,335
|
|
|
391,045
|
|
|
1,389,380
|
|
|
282,994
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
|
|
|
March 31, 2016
|
|
|
March 31, 2015
|
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
|
|
|
|
|
|
|||
Reconciliation of Adjusted EBITDA to profit for the year
|
|
|
|
|
|
|
|||
Adjusted EBITDA
|
|
301,613
|
|
|
277,215
|
|
|
282,994
|
|
Add:
|
|
|
|
|
|
|
|||
Insurance reimbursement
(1)
|
|
—
|
|
|
—
|
|
|
3,237
|
|
Reversal of impairment
(2)
|
|
791
|
|
|
—
|
|
|
—
|
|
Decrease in restructuring cost provision
|
|
—
|
|
|
333
|
|
|
—
|
|
Less:
|
|
|
|
|
|
|
|||
Depreciation
(3)
|
|
(98,508
|
)
|
|
(75,037
|
)
|
|
(61,099
|
)
|
Amortization
(4)
|
|
(44,734
|
)
|
|
(47,586
|
)
|
|
(46,294
|
)
|
Impairment
(5)
|
|
(3,166
|
)
|
|
(4,776
|
)
|
|
(1,646
|
)
|
Share-based compensation costs
|
|
(3,311
|
)
|
|
(5,820
|
)
|
|
(7,578
|
)
|
Equity-settled share-based compensation costs
|
|
(2,247
|
)
|
|
(7,838
|
)
|
|
(5,220
|
)
|
Cash-settled share-based compensation costs
(6)
|
|
(1,064
|
)
|
|
2,018
|
|
|
(2,358
|
)
|
Net loss on sale of property, plant and equipment and intangible assets
|
|
(262
|
)
|
|
(208
|
)
|
|
(456
|
)
|
Increase in restructuring cost provision
(7)
|
|
(14,561
|
)
|
|
—
|
|
|
(11,267
|
)
|
Transaction costs arising from the acquisition of a business
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
Transaction costs arising from investigating strategic alternatives
(8)
|
|
—
|
|
|
(5,037
|
)
|
|
—
|
|
Net litigation costs
(9)
|
|
—
|
|
|
—
|
|
|
(7,937
|
)
|
Operating profit
|
|
137,862
|
|
|
139,084
|
|
|
149,861
|
|
Add:
Finance income/(costs) — net
|
|
10,391
|
|
|
150,327
|
|
|
80,778
|
|
Less:
Taxation
|
|
(26,812
|
)
|
|
(106,920
|
)
|
|
(81,623
|
)
|
Profit for the year
|
|
121,441
|
|
|
182,491
|
|
|
149,016
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
(1)
|
Insurance reimbursement related to the helicopter asset impaired during the second quarter of the 2015 fiscal year
.
|
(2)
|
The reversal of impairment of R0.8 million relates to in-vehicle devices in the Brazil segment.
|
(4)
|
Includes amortization of intangible assets (including capitalized in-house development costs and intangible assets identified as part of a business combination).
|
(5)
|
In fiscal 2017, asset impairments relate to the impairment of capitalized product development costs of R2.6 million in the Africa segment and R0.5 million in the CSO segment. In 2016 includes R2.9 million impairment of in-house software and R1.9 million related to in-vehicle devices. In 2015, asset impairments included R0.5 million impairment of computer equipment and furniture and fittings which is related to the restructuring described in note 19, R0.6 million related to the helicopter asset and R0.5 million impairment of capitalized product development costs.
|
(6)
|
Cash-settled share-based payments are described in note 20.
|
(7)
|
Restructuring costs incurred in 2017 and 2015 are described in note 19.
|
(8)
|
Transaction costs incurred in 2016 arising from investigating strategic alternatives are described in note 23.
|
(9)
|
Net costs relating to litigation and the related insurance proceeds in 2015 are described in note 23.
|
Notes to the annual financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
Property
R’000
|
|
|
Plant,
equipment,
vehicles
and other
R’000
|
|
|
Computer
and radio equipment
R’000
|
|
|
In-vehicle
devices
uninstalled
R’000
|
|
|
In-vehicle
devices
installed
R’000
|
|
|
Total
owned
R’000
|
|
|
|
|
|
|
|
|
|
|
||||||||||
At April 1, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost
|
|
22,269
|
|
|
46,127
|
|
|
60,976
|
|
|
16,643
|
|
|
141,110
|
|
|
287,125
|
|
Accumulated depreciation and impairments
|
|
(3,871
|
)
|
|
(28,855
|
)
|
|
(42,117
|
)
|
|
—
|
|
|
(76,438
|
)
|
|
(151,281
|
)
|
Net book amount
|
|
18,398
|
|
|
17,272
|
|
|
18,859
|
|
|
16,643
|
|
|
64,672
|
|
|
135,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Opening net book amount
|
|
18,398
|
|
|
17,272
|
|
|
18,859
|
|
|
16,643
|
|
|
64,672
|
|
|
135,844
|
|
Additions
|
|
19
|
|
|
7,176
|
|
|
5,004
|
|
|
155,188
|
|
|
—
|
|
|
167,387
|
|
Transfers
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113,121
|
)
|
|
113,121
|
|
|
—
|
|
Impairment (notes 5, 23, 29, 31.2)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(321
|
)
|
|
(1,564
|
)
|
|
(1,905
|
)
|
Disposals*
|
|
—
|
|
|
(661
|
)
|
|
(58
|
)
|
|
—
|
|
|
(122
|
)
|
|
(841
|
)
|
Depreciation charge (notes 5, 23, 31.2)
|
|
(453
|
)
|
|
(7,086
|
)
|
|
(10,531
|
)
|
|
—
|
|
|
(56,967
|
)
|
|
(75,037
|
)
|
Currency translation differences
|
|
—
|
|
|
1,014
|
|
|
720
|
|
|
3,213
|
|
|
5,189
|
|
|
10,136
|
|
Closing net book amount
|
|
17,964
|
|
|
17,715
|
|
|
13,974
|
|
|
61,602
|
|
|
124,329
|
|
|
235,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
At March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost
|
|
22,288
|
|
|
51,474
|
|
|
65,160
|
|
|
61,989
|
|
|
216,862
|
|
|
417,773
|
|
Accumulated depreciation and impairments
|
|
(4,324
|
)
|
|
(33,759
|
)
|
|
(51,186
|
)
|
|
(387
|
)
|
|
(92,533
|
)
|
|
(182,189
|
)
|
Net book amount
|
|
17,964
|
|
|
17,715
|
|
|
13,974
|
|
|
61,602
|
|
|
124,329
|
|
|
235,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Opening net book amount
|
|
17,964
|
|
|
17,715
|
|
|
13,974
|
|
|
61,602
|
|
|
124,329
|
|
|
235,584
|
|
Additions
|
|
—
|
|
|
4,712
|
|
|
6,698
|
|
|
158,600
|
|
|
—
|
|
|
170,010
|
|
Transfers
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161,532
|
)
|
|
161,532
|
|
|
—
|
|
Reversal of impairment (notes 5, 23, 29, 31.2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
791
|
|
|
791
|
|
Disposals**
|
|
—
|
|
|
(181
|
)
|
|
(80
|
)
|
|
—
|
|
|
(370
|
)
|
|
(631
|
)
|
Depreciation charge (notes 5, 23, 31.2)
|
|
(453
|
)
|
|
(6,759
|
)
|
|
(7,785
|
)
|
|
—
|
|
|
(83,511
|
)
|
|
(98,508
|
)
|
Currency translation differences
|
|
—
|
|
|
(616
|
)
|
|
(487
|
)
|
|
(3,200
|
)
|
|
(8,823
|
)
|
|
(13,126
|
)
|
Closing net book amount
|
|
17,511
|
|
|
14,871
|
|
|
12,320
|
|
|
55,470
|
|
|
193,948
|
|
|
294,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the annual financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
Property
R’000
|
|
|
Plant,
equipment,
vehicles
and other
R’000
|
|
|
Computer
and radio equipment
R’000
|
|
|
In-vehicle
devices
uninstalled
R’000
|
|
|
In-vehicle
devices
installed
R’000
|
|
|
Total
owned
R’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost
|
|
22,288
|
|
|
48,186
|
|
|
58,048
|
|
|
55,470
|
|
|
333,057
|
|
|
517,049
|
|
Accumulated depreciation and impairments
|
|
(4,777
|
)
|
|
(33,315
|
)
|
|
(45,728
|
)
|
|
—
|
|
|
(139,109
|
)
|
|
(222,929
|
)
|
Net book amount
|
|
17,511
|
|
|
14,871
|
|
|
12,320
|
|
|
55,470
|
|
|
193,948
|
|
|
294,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
Goodwill
R’000
|
|
|
Patents and
trademarks
R’000
|
|
|
Customer
relationships
R’000
|
|
|
Product
development
costs
R’000
|
|
|
Computer software, technology, in-house software
and
other
R’000
|
|
|
Total
R’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
At April 1, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cost
|
|
621,426
|
|
|
2,990
|
|
|
69,445
|
|
|
149,967
|
|
|
86,854
|
|
|
930,682
|
|
|
Accumulated amortization and impairments
|
|
—
|
|
|
(608
|
)
|
|
(31,260
|
)
|
|
(57,439
|
)
|
|
(62,857
|
)
|
|
(152,164
|
)
|
|
Net book amount
|
|
621,426
|
|
|
2,382
|
|
|
38,185
|
|
|
92,528
|
|
|
23,997
|
|
|
778,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Opening net book amount
|
|
621,426
|
|
|
2,382
|
|
|
38,185
|
|
|
92,528
|
|
|
23,997
|
|
|
778,518
|
|
|
Additions
|
|
—
|
|
|
46
|
|
|
—
|
|
|
58,869
|
|
|
26,432
|
|
|
85,347
|
|
|
Transfers
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,597
|
|
|
(3,597
|
)
|
|
—
|
|
|
Disposals*
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
3
|
|
—
|
|
Amortization charge (notes 23 and 31.2)
|
|
—
|
|
|
(805
|
)
|
|
(8,337
|
)
|
|
(25,110
|
)
|
|
(13,334
|
)
|
|
(47,586
|
)
|
|
Impairment loss (notes 5, 23, 29, 31.2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,871
|
)
|
|
(2,871
|
)
|
|
Currency translation differences
|
|
32,903
|
|
|
—
|
|
|
137
|
|
|
77
|
|
|
326
|
|
|
33,443
|
|
|
Closing net book amount
|
|
654,329
|
|
|
1,623
|
|
|
29,985
|
|
|
129,961
|
|
|
30,953
|
|
|
846,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
At March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cost
|
|
654,329
|
|
|
3,036
|
|
|
40,165
|
|
|
206,836
|
|
|
93,801
|
|
|
998,167
|
|
|
Accumulated amortization and impairments
|
|
—
|
|
|
(1,413
|
)
|
|
(10,180
|
)
|
|
(76,875
|
)
|
|
(62,848
|
)
|
|
(151,316
|
)
|
|
Net book amount
|
|
654,329
|
|
|
1,623
|
|
|
29,985
|
|
|
129,961
|
|
|
30,953
|
|
|
846,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Opening net book amount
|
|
654,329
|
|
|
1,623
|
|
|
29,985
|
|
|
129,961
|
|
|
30,953
|
|
|
846,851
|
|
|
Additions
|
|
—
|
|
|
119
|
|
|
—
|
|
|
78,020
|
|
|
41,269
|
|
|
119,408
|
|
|
Disposals**
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Amortization charge (notes 23 and 31.2)
|
|
—
|
|
|
(816
|
)
|
|
(6,762
|
)
|
|
(28,847
|
)
|
|
(8,309
|
)
|
|
(44,734
|
)
|
|
Impairment loss (notes 5, 23, 29, 31.2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,166
|
)
|
|
—
|
|
|
(3,166
|
)
|
|
Currency translation differences
|
|
(35,419
|
)
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
|
(861
|
)
|
|
(36,459
|
)
|
|
Closing net book amount
|
|
618,910
|
|
|
926
|
|
|
23,223
|
|
|
175,789
|
|
|
63,052
|
|
|
881,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
At March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cost
|
|
618,910
|
|
|
3,155
|
|
|
40,165
|
|
|
265,637
|
|
|
130,131
|
|
|
1,057,998
|
|
|
Accumulated amortization and impairments
|
|
—
|
|
|
(2,229
|
)
|
|
(16,942
|
)
|
|
(89,848
|
)
|
|
(67,079
|
)
|
|
(176,098
|
)
|
|
Net book amount
|
|
618,910
|
|
|
926
|
|
|
23,223
|
|
|
175,789
|
|
|
63,052
|
|
|
881,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2016
R’000
|
|
|
Foreign currency translation differences
R'000
|
|
|
March 31, 2017
R’000
|
|
|
|
|
|
|
|
|
|||
Central Services Organization
|
|
103,119
|
|
|
—
|
|
|
103,119
|
|
Europe
|
|
139,402
|
|
|
(29,792
|
)
|
|
109,610
|
|
Middle East and Australasia
|
|
58,758
|
|
|
(5,627
|
)
|
|
53,131
|
|
Africa
|
|
353,050
|
|
|
—
|
|
|
353,050
|
|
Total
|
|
654,329
|
|
|
(35,419
|
)
|
|
618,910
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
2017
|
|
Central Services Organization
|
|
|
Africa
|
|
|
Europe
|
|
|
Middle
East and Australasia |
|
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
|
|
|
|
|
|
|
||||
– pre-tax discount rate applied to the cash flow projections (%)
|
|
17.6
|
|
|
18.6
|
|
|
9.8
|
|
|
16.0
|
|
Growth rate
|
|
|
|
|
|
|
|
|
||||
– growth rate used to extrapolate cash flow beyond the budget period (%)
|
|
5.5
|
|
|
5.5
|
|
|
2.3
|
|
|
2.5
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
Central Services Organization
|
|
Africa
|
|
Europe
|
|
Middle
East and Australasia |
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
|
|
|
|
|
|
– pre-tax discount rate applied to the cash flow projections (%)
|
|
19.8
|
|
18.4
|
|
8.2
|
|
13.4
|
Growth rate
|
|
|
|
|
|
|
|
|
– growth rate used to extrapolate cash flow beyond the budget period (%)
|
|
5.3
|
|
5.3
|
|
2.0
|
|
3.7
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Total finance lease receivable
|
|
162
|
|
|
1,151
|
|
Short-term portion receivable within 12 months
|
|
140
|
|
|
984
|
|
Long-term portion receivable after 12 months
|
|
22
|
|
|
167
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Gross finance lease receivable –minimum lease payments:
|
|
|
|
|
||
Not later than one year
|
|
145
|
|
|
1,015
|
|
Later than one year but not later than five years
|
|
22
|
|
|
173
|
|
|
|
167
|
|
|
1,188
|
|
Unearned finance income
|
|
(5
|
)
|
|
(37
|
)
|
Net investment in finance leases
|
|
162
|
|
|
1,151
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Not later than one year
|
|
140
|
|
|
984
|
|
Later than one year but not later than five years
|
|
22
|
|
|
167
|
|
Net investment in finance leases
|
|
162
|
|
|
1,151
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Inventory – finished goods
|
|
26,449
|
|
|
64,489
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Trade receivables
|
|
220,402
|
|
|
259,269
|
|
Less
: Provision for impairment of trade receivables
|
|
(8,783
|
)
|
|
(12,438
|
)
|
Trade receivables — net
|
|
211,619
|
|
|
246,831
|
|
Pre-payments
|
|
24,772
|
|
|
21,344
|
|
Sundry debtors
|
|
24,185
|
|
|
24,870
|
|
|
|
260,576
|
|
|
293,045
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
Gross
R’000
|
|
|
Provision for
impairment
R’000
|
|
|
Net
R'000
|
|
|
|
|
|
|
|
|
|||
2017
|
|
|
|
|
|
|
|||
Not past due
|
|
129,121
|
|
|
(920
|
)
|
|
128,201
|
|
Past due by 1 to 30 days
|
|
54,340
|
|
|
(1,350
|
)
|
|
52,990
|
|
Past due by 31 to 60 days
|
|
20,999
|
|
|
(1,854
|
)
|
|
19,145
|
|
Past due by more than 60 days
|
|
15,942
|
|
|
(4,659
|
)
|
|
11,283
|
|
Total
|
|
220,402
|
|
|
(8,783
|
)
|
|
211,619
|
|
|
|
|
|
|
|
|
|
|
Gross
R’000
|
|
|
Provision for
impairment
R’000
|
|
|
Net
R'000 |
|
|
|
|
|
|
|
|
|||
2016
|
|
|
|
|
|
|
|||
Not past due
|
|
117,946
|
|
|
(238
|
)
|
|
117,708
|
|
Past due by 1 to 30 days
|
|
70,167
|
|
|
(223
|
)
|
|
69,944
|
|
Past due by 31 to 60 days
|
|
17,425
|
|
|
(207
|
)
|
|
17,218
|
|
Past due by more than 60 days
|
|
53,731
|
|
|
(11,770
|
)
|
|
41,961
|
|
Total
|
|
259,269
|
|
|
(12,438
|
)
|
|
246,831
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
South African Rand
|
|
80,037
|
|
|
102,802
|
|
Australian Dollar
|
|
21,754
|
|
|
19,232
|
|
Brazilian Real
|
|
15,684
|
|
|
8,870
|
|
Euro
|
|
24,411
|
|
|
30,122
|
|
Great Britain Pound
|
|
18,535
|
|
|
21,207
|
|
United Arab Emirates Dirham
|
|
3,354
|
|
|
10,122
|
|
United States Dollar
|
|
94,441
|
|
|
97,297
|
|
Other
|
|
2,360
|
|
|
3,393
|
|
|
|
260,576
|
|
|
293,045
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Opening balance
|
|
(12,438
|
)
|
|
(13,255
|
)
|
Increase in provision for impairment (note 31.2)
|
|
(17,713
|
)
|
|
(14,735
|
)
|
Receivables written off during the year as irrecoverable
|
|
16,429
|
|
|
16,554
|
|
Foreign currency translation differences
|
|
376
|
|
|
(1,002
|
)
|
Closing balance
|
|
(13,346
|
)
|
|
(12,438
|
)
|
|
|
|
|
|
||
The Group’s provision for impairment of trade and other receivables includes:
|
|
|
|
|
||
Trade receivables
|
|
(8,783
|
)
|
|
(12,438
|
)
|
Sundry debtors
|
|
(4,563
|
)
|
|
—
|
|
Closing balance
|
|
(13,346
|
)
|
|
(12,438
|
)
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Cash securing guarantee issued in terms of the Mobile Telephone Networks Proprietary Limited incentive agreement (denominated in South African Rand)
|
|
1,000
|
|
|
1,000
|
|
Cash securing guarantees issued in respect of lease agreements entered into (denominated in South African Rand)
|
|
393
|
|
|
393
|
|
Cash securing guarantees issued in respect of products sold by MiX Telematics Europe Limited (denominated in Euro)
|
|
1,422
|
|
|
2,180
|
|
Cash securing guarantees issued in respect of MiX Telematics Middle East FZE relating to employee visas in the UAE (denominated in UAE Dirham)
|
|
4,192
|
|
|
4,542
|
|
Cash held for purposes of distribution to MiX Telematics Enterprise BEE Trust and MiX Telematics Fleet Support Trust beneficiaries (denominated in South African Rand)
|
|
5,118
|
|
|
5,886
|
|
Guarantees issued in respect of corporate credit card agreements entered into in North America (denominated in US Dollar)
|
|
—
|
|
|
742
|
|
Cash securing guarantees issued in respect of lease agreements entered into by MiX Telematics Australasia (denominated in Australian Dollar)
|
|
1,143
|
|
|
1,236
|
|
Cash held by MiX Telematics International subject to exchange control restrictions in Nigeria (denominated in Nigerian Naira)
|
|
—
|
|
|
2,788
|
|
Cash held by MiX Telematics Limited to be paid to a participant of the TeliMatrix Group Executive Incentive Scheme in respect of share options exercised (denominated in South African Rand)
|
|
—
|
|
|
2,367
|
|
|
|
13,268
|
|
|
21,134
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
375,782
|
|
|
877,136
|
|
|
945,381
|
|
Bank overdraft (note 15)
|
|
(19,449
|
)
|
|
(16,374
|
)
|
|
(17,966
|
)
|
|
|
356,333
|
|
|
860,762
|
|
|
927,415
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
|
|
|
|
|
|||
AAA
|
|
—
|
|
|
—
|
|
|
3,482
|
|
AA
|
|
197,873
|
|
|
743,600
|
|
|
738,743
|
|
A
|
|
78,605
|
|
|
48,757
|
|
|
92,841
|
|
BBB
|
|
99,304
|
|
|
84,779
|
|
|
110,315
|
|
|
|
375,782
|
|
|
877,136
|
|
|
945,381
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
South African Rand
|
|
100,721
|
|
|
87,675
|
|
|
140,618
|
|
Australian Dollar
|
|
19,574
|
|
|
25,451
|
|
|
17,328
|
|
Brazilian Real
|
|
2,987
|
|
|
3,625
|
|
|
3,495
|
|
Euro
|
|
4,649
|
|
|
(55
|
)
|
|
9,774
|
|
Great Britain Pound
|
|
48,540
|
|
|
45,017
|
|
|
37,017
|
|
United States Dollar
|
|
178,768
|
|
|
698,166
|
|
|
718,096
|
|
Other
|
|
1,094
|
|
|
883
|
|
|
1,087
|
|
|
|
356,333
|
|
|
860,762
|
|
|
927,415
|
|
|
|
|
|
|
|
|
|
|
Number of
shares
000s
|
|
|
Stated
capital
R’000
|
|
|
|
|
|
|
||
|
|
|
|
|
||
At April 1, 2015
|
|
792,838
|
|
|
1,436,993
|
|
Shares issued in relation to share options exercised
|
|
6,300
|
|
|
7,722
|
|
Treasury shares held by MiX Telematics Investments Proprietary Limited ("MiX Investments")
|
|
(40,000
|
)
|
|
(123,760
|
)
|
Balance at March 31, 2016
|
|
759,138
|
|
|
1,320,955
|
|
Shares issued in relation to share options exercised
|
|
5,125
|
|
|
7,072
|
|
Share repurchase from Imperial Corporate Services Proprietary Limited
|
|
(200,828
|
)
|
|
(473,682
|
)
|
|
|
|
|
|
||
Balance at March 31, 2017
|
|
563,435
|
|
|
854,345
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
Figures are in thousands unless otherwise stated
|
|
South African Rand
|
|
|
|
|
|
Aggregate repurchase consideration
|
|
473,955
|
|
Impact of discounting related to the fiscal 2017 share repurchase transaction (note 25)
|
|
(3,222
|
)
|
Transaction costs capitalized
|
|
2,949
|
|
Total share repurchase costs
|
|
473,682
|
|
|
|
|
•
|
The Group could repurchase its shares from time to time in its discretion through open-market transactions and block trades, based on ongoing assessments of the capital needs of the Group, the market price of its securities and general market conditions.
|
•
|
This share repurchase program could be discontinued at any time by the Board of Directors, and the Group had no obligation to repurchase any amount of its securities under the program.
|
•
|
The repurchase program was funded out of existing cash resources
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
Weighted
average
exercise price
2017
cents per share
|
|
|
Number of
options
2017
000s
|
|
|
Weighted
average exercise price 2016 cents per share |
|
|
Number of
options 2016 000s |
|
|
|
|
|
|
|
|
|
|
||||
Outstanding at the beginning of the year
|
|
235
|
|
|
28,913
|
|
|
217
|
|
|
36,588
|
|
Exercised
|
|
138
|
|
|
(5,125
|
)
|
|
123
|
|
|
(6,300
|
)
|
Forfeited
|
|
312
|
|
|
(5,875
|
)
|
|
257
|
|
|
(1,375
|
)
|
Expired
|
|
112
|
|
|
(3,300
|
)
|
|
—
|
|
|
—
|
|
Outstanding at the end of the year
|
|
266
|
|
|
14,613
|
|
|
235
|
|
|
28,913
|
|
Exercisable at the end of the year
|
|
217
|
|
|
8,825
|
|
|
184
|
|
|
11,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
000's |
|
|
March 31, 2016
000's |
|
|
|
|
|
|
|
|
|
|
|
|
||
Annual shareholder return
|
|
Grant date
|
|
Expiry date
|
|
Exercise price
|
|
|
|
|
||
5%
|
|
June 4, 2010
|
|
June 4, 2016
|
|
112 cents
|
|
—
|
|
|
1,975
|
|
5%
|
|
September 13, 2011
|
|
September 13, 2017
|
|
130 cents
|
|
263
|
|
|
300
|
|
10%
|
|
January 3, 2012
|
|
January 3, 2018
|
|
154 cents
|
|
2,750
|
|
|
3,250
|
|
10%
|
|
November 7, 2012
|
|
November 7, 2018
|
|
246 cents
|
|
8,100
|
|
|
10,850
|
|
10%
|
|
September 10, 2014
|
|
September 10, 2020
|
|
411 cents
|
|
3,500
|
|
|
6,500
|
|
Target share price
|
|
|
|
|
|
|
|
|
||||
R5
|
|
June 4, 2010
|
|
June 4, 2016
|
|
112 cents
|
|
—
|
|
|
5,025
|
|
R5
|
|
September 13, 2011
|
|
September 13, 2017
|
|
130 cents
|
|
—
|
|
|
1,013
|
|
|
|
|
|
|
|
|
|
14,613
|
|
|
28,913
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
Weighted
average award price 2017 cents per share |
|
|
Number of
options 2017 000s |
|
|
Weighted
average award price 2016 cents per share |
|
|
Number of
options 2016 000s |
|
|
|
|
|
|
|
|
|
|
||||
Outstanding at the beginning of the year
|
|
311
|
|
|
14,435
|
|
|
305
|
|
|
2,900
|
|
Granted on August 31, 2015
|
|
—
|
|
|
—
|
|
|
313
|
|
|
11,835
|
|
Granted on May 30, 2016
|
|
294
|
|
|
9,950
|
|
|
—
|
|
|
—
|
|
Granted on November 24, 2016
|
|
328
|
|
|
4,000
|
|
|
—
|
|
|
—
|
|
Forfeited
|
|
303
|
|
|
(7,575
|
)
|
|
313
|
|
|
(300
|
)
|
Outstanding at the end of the year
|
|
309
|
|
|
20,810
|
|
|
311
|
|
|
14,435
|
|
Exercisable at the end of the year
|
|
305
|
|
|
725
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
000's |
|
|
March 31, 2016
000's |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Annual shareholder return
|
|
Grant date
|
|
Expiry date
|
|
Award price
|
|
|
|
|
|
||
10%
|
|
December 16, 2014
|
|
December 16, 2020
|
|
305
|
|
|
725
|
|
|
2,900
|
|
10%
|
|
August 31, 2015
|
|
August 31, 2021
|
|
313
|
|
|
9,160
|
|
|
11,535
|
|
10%
|
|
May 30, 2016
|
|
May 30, 2022
|
|
294
|
|
|
6,925
|
|
|
—
|
|
10%
|
|
November 24, 2016
|
|
November 24, 2022
|
|
328
|
|
|
4,000
|
|
|
—
|
|
|
|
|
|
|
|
|
|
20,810
|
|
|
14,435
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
Total
shareholder return |
|
Total
shareholder return |
|
|
|
|
|
|
|
Grant date
|
|
November 24, 2016
|
|
May 30, 2016
|
|
Fair value (cents per share)
|
|
131.5
|
|
111.9
|
|
Award price (cents per share)
|
|
328
|
|
294
|
|
JSE share price on grant date (cents per share)
|
|
328
|
|
289
|
|
Expiry date
|
|
November 24, 2022
|
|
May 30, 2022
|
|
Performance conditions
|
|
|
|
|
|
– Total shareholder return of (%)
|
|
10.0
|
|
10.0
|
|
Remaining contractual life at March 31, 2017
|
|
5.65
|
|
5.17
|
|
|
|
|
|
|
|
Valuation assumptions and drivers
|
|
|
|
|
|
Volatility (%)
|
|
41.8
|
|
40.3
|
|
Anticipated forfeiture rate (%)
|
|
5.0
|
|
5.0
|
|
Anticipated dividend yield (%)
|
|
2.98
|
|
3.57
|
|
Annual risk-free interest rate (%)
|
|
8.20
|
|
8.74
|
|
|
|
|
|
|
|
|
Total
shareholder
return
|
|
|
Grant date
|
August 31, 2015
|
Fair value (cents per share)
|
108.1
|
Award price (cents per share)
|
313.0
|
JSE share price on grant date (cents per share)
|
319.0
|
Expiry date
|
August 31, 2021
|
Performance conditions
|
|
– Total shareholder return of (%)
|
10.0
|
Remaining contractual life at March 31, 2017
|
4.42
|
|
|
Valuation assumptions and drivers
|
|
Volatility (%)
|
31.7
|
Anticipated forfeiture rate (%)
|
5.0
|
Anticipated dividend yield (%)
|
3.0
|
Annual risk-free interest rate (%)
|
7.95
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
January 3,
2012 000s |
|
|
November 7,
2012 000s |
|
|
September 10,
2014 000s |
|
|
Total
000s |
|
S Joselowitz
(1)
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
C Tasker
(1)
|
|
2,000
|
|
|
2,000
|
|
|
1,500
|
|
|
5,500
|
|
G Pretorius
|
|
750
|
|
|
1,500
|
|
|
1,000
|
|
|
3,250
|
|
C Lewis
|
|
—
|
|
|
1,500
|
|
|
1,000
|
|
|
2,500
|
|
|
|
2,750
|
|
|
7,500
|
|
|
3,500
|
|
|
13,750
|
|
Option strike price (cents per share)
|
|
154
|
|
|
246
|
|
|
411
|
|
|
|
|
JSE share price on grant date (cents per share)
|
|
160
|
|
|
300
|
|
|
411
|
|
|
|
|
Expiry date
|
|
January 3, 2018
|
|
|
November 7, 2018
|
|
|
September 10, 2020
|
|
|
|
|
Performance conditions
|
|
|
|
|
|
|
|
|
||||
Share price of (Rand)
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
Minimum shareholder return of
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
|
|
|
August 31,
2015 000s |
|
|
May 30,
2016 000s |
|
|
November 24,
2016 000s |
|
|
Total
000s |
|
S Joselowitz
(1)
|
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
2,000
|
|
C Tasker
(1)
|
|
750
|
|
|
750
|
|
|
875
|
|
|
2,375
|
|
P Dell
(2)
|
|
200
|
|
|
200
|
|
|
875
|
|
|
1,275
|
|
G Pretorius
|
|
500
|
|
|
500
|
|
|
875
|
|
|
1,875
|
|
C Lewis
|
|
500
|
|
|
500
|
|
|
875
|
|
|
1,875
|
|
|
|
2,950
|
|
|
2,950
|
|
|
3,500
|
|
|
9,400
|
|
|
|
|
|
|
|
|
|
|
||||
JSE share price on grant date (cents per share)
|
|
319
|
|
|
289
|
|
|
328
|
|
|
|
|
Expiry date
|
|
August 31, 2021
|
|
|
May 30, 2022
|
|
|
November 24, 2022
|
|
|
|
|
Performance conditions
|
|
|
|
|
|
|
|
|
||||
Share price of (Rand)
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
Minimum shareholder return of
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
Date of
exercise |
|
Options
exercised |
|
|
Grant date
|
|
Strike price
(cents per share) |
|
|
Performance
condition (R share price or % minimum shareholder return) |
|
|
Exercise
date share price (cents per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
M Pydigadu
(1)
|
|
May 30, 2016
|
|
600,000
|
|
|
June 4, 2010
|
|
112
|
|
|
10
|
%
|
|
289
|
|
M Pydigadu
(1)
|
|
November 07, 2016
|
|
750,000
|
|
|
November 07, 2012
|
|
246
|
|
|
10
|
%
|
|
323
|
|
S Joselowitz
|
|
June 03, 2016
|
|
1,500,000
|
|
|
June 4, 2010
|
|
112
|
|
|
10
|
%
|
|
301
|
|
B Horan
(2)
|
|
June 07, 2016
|
|
250,000
|
|
|
January 3, 2012
|
|
154
|
|
|
10
|
%
|
|
300
|
|
|
|
Date of
exercise |
|
Options
exercised |
|
|
Grant date
|
|
Strike price
(cents per share) |
|
|
Performance
condition (R share price or % minimum shareholder return) |
|
|
Exercise
date share price (cents per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
R Botha
|
|
June 1, 2016
|
|
1,375,000
|
|
|
June 4, 2010
|
|
112
|
|
|
10
|
%
|
|
308
|
|
|
|
June 4,
2010 000s |
|
|
June 4,
2010 000s |
|
|
January 3,
2012 000s |
|
|
November 7,
2012 000s |
|
|
September 10,
2014 000s |
|
|
Total
000s |
|
S Joselowitz
(1)
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
5,500
|
|
M Pydigadu
(1)
|
|
600
|
|
|
500
|
|
|
—
|
|
|
1,000
|
|
|
1,500
|
|
|
3,600
|
|
C Tasker
(1)
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
2,000
|
|
|
1,500
|
|
|
5,500
|
|
B Horan
|
|
—
|
|
|
—
|
|
|
500
|
|
|
1,500
|
|
|
1,000
|
|
|
3,000
|
|
G Pretorius
|
|
—
|
|
|
—
|
|
|
750
|
|
|
1,500
|
|
|
1,000
|
|
|
3,250
|
|
C Lewis
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
1,000
|
|
|
2,500
|
|
|
|
600
|
|
|
3,500
|
|
|
3,250
|
|
|
10,000
|
|
|
6,000
|
|
|
23,350
|
|
Option strike price (cents per share)
|
|
112
|
|
|
112
|
|
|
154
|
|
|
246
|
|
|
411
|
|
|
|
|
JSE share price on grant date (cents per share)
|
|
104
|
|
|
104
|
|
|
160
|
|
|
300
|
|
|
411
|
|
|
|
|
Expiry date
|
|
June 4, 2016
|
|
|
June 4, 2016
|
|
|
January 3, 2018
|
|
|
November 7, 2018
|
|
|
September 10, 2020
|
|
|
|
|
Performance conditions
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share price of (Rand)
|
|
n/a
|
|
|
5
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
Minimum shareholder return of
|
|
5
|
%
|
|
n/a
|
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
August 31,
2015 000s |
|
|
Total
000s |
|
S Joselowitz
(1)
|
|
1,000
|
|
|
1,000
|
|
M Pydigadu
(1)
|
|
750
|
|
|
750
|
|
C Tasker
(1)
|
|
750
|
|
|
750
|
|
B Horan
|
|
750
|
|
|
750
|
|
G Pretorius
|
|
500
|
|
|
500
|
|
C Lewis
|
|
500
|
|
|
500
|
|
|
|
4,250
|
|
|
4,250
|
|
|
|
|
|
|
||
JSE share price on grant date (cents per share)
|
|
319
|
|
|
|
|
Expiry date
|
|
August 31, 2021
|
|
|
|
|
Performance conditions
|
|
|
|
|
||
Share price of (Rand)
|
|
n/a
|
|
|
|
|
Minimum shareholder return of
|
|
10
|
%
|
|
|
|
|
Date of
exercise |
|
Options
exercised |
|
|
Grant date
|
|
Strike price
(cents per share) |
|
|
Performance
condition (R share price or % minimum shareholder return) |
|
|
Exercise
date share price (cents per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
S Joselowitz
(1)
|
|
March 5, 2016
|
|
1,500,000
|
|
|
June 4, 2010
|
|
112
|
|
|
5
|
%
|
|
220
|
|
M Pydigadu
(1)
|
|
February 23, 2016
|
|
500,000
|
|
|
June 4, 2010
|
|
112
|
|
|
5
|
%
|
|
230
|
|
C Tasker
(1)
|
|
March 9, 2016
|
|
1,500,000
|
|
|
June 4, 2010
|
|
112
|
|
|
5
|
%
|
|
225
|
|
B Horan
|
|
December 9, 2015
|
|
250,000
|
|
|
January 3, 2012
|
|
154
|
|
|
10
|
%
|
|
288
|
|
|
|
December 9, 2015
|
|
125,000
|
|
|
June 4, 2010
|
|
112
|
|
|
5
|
%
|
|
288
|
|
G Pretorius
|
|
March 8, 2016
|
|
125,000
|
|
|
June 4, 2010
|
|
112
|
|
|
5
|
%
|
|
210
|
|
C Lewis
|
|
March 1, 2016
|
|
125,000
|
|
|
June 4, 2010
|
|
112
|
|
|
5
|
%
|
|
224
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
June 4,
2010 000s |
|
|
June 4,
2010 000s |
|
|
Total
000s |
|
R Botha
|
|
1,375
|
|
|
—
|
|
|
1,375
|
|
H Scott
|
|
—
|
|
|
500
|
|
|
500
|
|
|
|
1,375
|
|
|
500
|
|
|
1,875
|
|
Option strike price (cents per share)
|
|
112
|
|
|
112
|
|
|
|
|
JSE share price on grant date (cents per share)
|
|
104
|
|
|
104
|
|
|
|
|
Expiry date
|
|
June 4, 2016
|
|
|
June 4, 2016
|
|
|
|
|
Performance conditions
|
|
|
|
|
|
|
|||
Share price of (Rand)
|
|
n/a
|
|
|
5
|
|
|
|
|
Minimum shareholder return of
|
|
5
|
%
|
|
n/a
|
|
|
|
|
|
Date of
exercise |
|
Options
exercised |
|
|
Grant date
|
|
Strike price
(cents per share) |
|
|
Performance
condition (R share price or % minimum shareholder return) |
|
|
Exercise
date share price (cents per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
H Scott
|
|
September 15, 2015
|
|
375,000
|
|
|
June 4, 2010
|
|
112
|
|
|
5
|
%
|
|
310
|
|
T Buzer
|
|
November 10, 2015
|
|
375,000
|
|
|
June 4, 2010
|
|
112
|
|
|
5
|
%
|
|
313
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Opening balance
|
|
74,262
|
|
|
(21,894
|
)
|
Foreign currency translation*
|
|
(80,879
|
)
|
|
88,318
|
|
– Movement for the year – Gross
|
|
(80,820
|
)
|
|
90,784
|
|
– Tax effect of movement
|
|
(59
|
)
|
|
(2,466
|
)
|
Share-based payments (notes 23 and 31.2)
|
|
2,247
|
|
|
7,838
|
|
Closing balance
|
|
(4,370
|
)
|
|
74,262
|
|
|
|
|
|
|
||
Foreign currency translation*
|
|
102,802
|
|
|
183,681
|
|
Reserve on transaction with non-controlling interest**
|
|
(137,438
|
)
|
|
(137,438
|
)
|
Share-based payments
|
|
30,266
|
|
|
28,019
|
|
Closing balance
|
|
(4,370
|
)
|
|
74,262
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Unsecured loan: Deferred consideration payable
|
|
—
|
|
|
1,103
|
|
|
|
—
|
|
|
1,103
|
|
Short-term portion payable within 12 months
|
|
—
|
|
|
(1,103
|
)
|
Long-term portion payable after 12 months
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Movement for the year
|
|
|
|
|
||
Opening balance
|
|
1,103
|
|
|
2,503
|
|
Net payments made
|
|
(1,153
|
)
|
|
(1,402
|
)
|
Capitalized interest
|
|
50
|
|
|
2
|
|
Closing balance
|
|
—
|
|
|
1,103
|
|
|
|
|
|
|
|
|
Interest rate
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
|
|
||
Undrawn borrowing facilities at floating rates include:
|
|
|
|
|
|
|
||
— Standard Bank Limited:
|
|
|
|
|
|
|
||
Overdraft
|
|
Prime less 1.2%
|
|
50,551
|
|
|
53,626
|
|
Vehicle and asset finance
|
|
Prime less 1.2%
|
|
8,500
|
|
|
8,500
|
|
— Nedbank Limited overdraft
|
|
Prime less 2%
|
|
10,000
|
|
|
10,000
|
|
|
|
|
|
69,051
|
|
|
72,126
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
•
|
an unrestricted cession of book debts by the following entities:
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Trade payables
|
|
79,892
|
|
|
70,231
|
|
Accruals
|
|
152,323
|
|
|
131,492
|
|
Revenue received in advance
|
|
62,990
|
|
|
64,446
|
|
Value added taxes
|
|
6,624
|
|
|
8,918
|
|
Other
|
|
7,281
|
|
|
7,560
|
|
|
|
309,110
|
|
|
282,647
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Deferred tax liabilities
|
|
|
|
|
||
Capital allowances for tax purposes
|
|
33,616
|
|
|
27,603
|
|
Intangible assets
|
|
49,807
|
|
|
39,088
|
|
Pre-payments
|
|
2,815
|
|
|
1,970
|
|
Deferred foreign currency gains
|
|
61,616
|
|
|
87,878
|
|
Other
|
|
1,106
|
|
|
1,268
|
|
Gross deferred tax liabilities
|
|
148,960
|
|
|
157,807
|
|
Set-off of deferred tax balances
|
|
(48,893
|
)
|
|
(36,826
|
)
|
Net deferred tax liabilities
|
|
100,067
|
|
|
120,981
|
|
Deferred tax assets
|
|
|
|
|
||
Revenue received in advance
|
|
14,304
|
|
|
13,166
|
|
Capital allowances for tax purposes
|
|
22,107
|
|
|
25,609
|
|
Provisions, accruals and lease straight-lining
|
|
28,731
|
|
|
25,617
|
|
Assessable losses
|
|
10,736
|
|
|
1,043
|
|
Deferred foreign currency losses
|
|
—
|
|
|
487
|
|
Other
|
|
1,145
|
|
|
909
|
|
Gross deferred tax assets
|
|
77,023
|
|
|
66,831
|
|
Set-off of deferred tax balances
|
|
(48,893
|
)
|
|
(36,826
|
)
|
Net deferred tax assets
|
|
28,130
|
|
|
30,005
|
|
Net deferred tax liability
|
|
(71,937
|
)
|
|
(90,976
|
)
|
|
|
|
|
|
||
The gross movement in net deferred tax assets/(liabilities) is as follows:
|
|
|
|
|
||
Beginning of the year
|
|
(90,976
|
)
|
|
(39,818
|
)
|
Foreign currency translations
|
|
(878
|
)
|
|
683
|
|
Charge to equity (note 14)
|
|
(59
|
)
|
|
(2,466
|
)
|
Income statement charge (note 28)
|
|
19,976
|
|
|
(49,375
|
)
|
End of the year
|
|
(71,937
|
)
|
|
(90,976
|
)
|
|
|
|
|
|
•
|
South Africa 28% (2016: 28%)
|
•
|
Australia 30% (2016: 30%)
|
•
|
Brazil 34% (2016: 34%)
|
•
|
Romania 16% (2016: 16%)
|
•
|
Thailand 20% (2016: 20%)
|
•
|
Uganda 30% (2016: 30%)
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
•
|
United Arab Emirates 0% (2016: 0%)
|
•
|
United Kingdom 19% (2016: 20%)
|
•
|
United States of America 34% (2016: 34%)
|
|
|
March 31, 2016
|
|
|
Charged/ (credited) to the income statement (note 28)
|
|
|
Charged/ (credited) directly to equity (note 14)
|
|
|
Foreign
currency translation differences |
|
|
March 31, 2017
|
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital allowances for tax purposes
|
|
27,603
|
|
|
6,013
|
|
|
—
|
|
|
—
|
|
|
33,616
|
|
Intangible assets
|
|
39,088
|
|
|
10,721
|
|
|
—
|
|
|
(2
|
)
|
|
49,807
|
|
Pre-payments
|
|
1,970
|
|
|
845
|
|
|
—
|
|
|
—
|
|
|
2,815
|
|
Deferred foreign currency gains
|
|
87,878
|
|
|
(25,834
|
)
|
|
(428
|
)
|
|
—
|
|
|
61,616
|
|
Other
|
|
1,268
|
|
|
(163
|
)
|
|
—
|
|
|
1
|
|
|
1,106
|
|
|
|
157,807
|
|
|
(8,418
|
)
|
|
(428
|
)
|
|
(1
|
)
|
|
148,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue received in advance
|
|
(13,166
|
)
|
|
(1,138
|
)
|
|
—
|
|
|
—
|
|
|
(14,304
|
)
|
Capital allowances for tax purposes
|
|
(25,609
|
)
|
|
3,478
|
|
|
—
|
|
|
24
|
|
|
(22,107
|
)
|
Provisions, accruals and lease straight-lining
|
|
(25,617
|
)
|
|
(3,495
|
)
|
|
—
|
|
|
381
|
|
|
(28,731
|
)
|
Assessable losses
|
|
(1,043
|
)
|
|
(10,178
|
)
|
|
—
|
|
|
485
|
|
|
(10,736
|
)
|
Deferred foreign currency losses
|
|
(487
|
)
|
|
—
|
|
|
487
|
|
|
—
|
|
|
—
|
|
Other
|
|
(909
|
)
|
|
(225
|
)
|
|
—
|
|
|
(11
|
)
|
|
(1,145
|
)
|
|
|
(66,831
|
)
|
|
(11,558
|
)
|
|
487
|
|
|
879
|
|
|
(77,023
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2015
|
|
|
Charged/ (credited) to the income statement (note 28)
|
|
|
Charged/ (credited) directly to equity (note 14)
|
|
|
Foreign
currency translation differences |
|
|
March 31, 2016
|
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital allowances for tax purposes
|
|
14,527
|
|
|
13,076
|
|
|
—
|
|
|
—
|
|
|
27,603
|
|
Intangible assets
|
|
32,227
|
|
|
6,858
|
|
|
—
|
|
|
3
|
|
|
39,088
|
|
Pre-payments
|
|
958
|
|
|
1,012
|
|
|
—
|
|
|
—
|
|
|
1,970
|
|
Deferred foreign currency gains
|
|
38,426
|
|
|
49,442
|
|
|
10
|
|
|
—
|
|
|
87,878
|
|
Other
|
|
4,826
|
|
|
(3,558
|
)
|
|
—
|
|
|
—
|
|
|
1,268
|
|
|
|
90,964
|
|
|
66,830
|
|
|
10
|
|
|
3
|
|
|
157,807
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue received in advance
|
|
(11,171
|
)
|
|
(1,995
|
)
|
|
—
|
|
|
—
|
|
|
(13,166
|
)
|
Capital allowances for tax purposes
|
|
(14,071
|
)
|
|
(11,531
|
)
|
|
—
|
|
|
(7
|
)
|
|
(25,609
|
)
|
Provisions, accruals and lease straight-lining
|
|
(18,921
|
)
|
|
(5,985
|
)
|
|
—
|
|
|
(711
|
)
|
|
(25,617
|
)
|
Assessable losses
|
|
(955
|
)
|
|
(88
|
)
|
|
—
|
|
|
—
|
|
|
(1,043
|
)
|
Deferred foreign currency losses
|
|
(2,943
|
)
|
|
—
|
|
|
2,456
|
|
|
—
|
|
|
(487
|
)
|
Other
|
|
(3,085
|
)
|
|
2,144
|
|
|
—
|
|
|
32
|
|
|
(909
|
)
|
|
|
(51,146
|
)
|
|
(17,455
|
)
|
|
2,456
|
|
|
(686
|
)
|
|
(66,831
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Product warranties
|
|
|
|
|
||
Beginning of the year
|
|
16,564
|
|
|
13,500
|
|
Income statement charge
|
|
1,797
|
|
|
7,188
|
|
Utilized
|
|
(5,476
|
)
|
|
(5,536
|
)
|
Foreign currency translation differences
|
|
(1,347
|
)
|
|
1,412
|
|
End of the year
|
|
11,538
|
|
|
16,564
|
|
Non-current portion
|
|
—
|
|
|
—
|
|
Current portion
|
|
11,538
|
|
|
16,564
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Maintenance provision
|
|
|
|
|
||
Beginning of the year
|
|
4,413
|
|
|
7,695
|
|
Income statement charge
|
|
15,182
|
|
|
11,804
|
|
Utilized
|
|
(15,944
|
)
|
|
(15,431
|
)
|
Foreign currency translation differences
|
|
(140
|
)
|
|
345
|
|
End of the year
|
|
3,511
|
|
|
4,413
|
|
Non-current portion
|
|
(409
|
)
|
|
(1,702
|
)
|
Current portion
|
|
3,102
|
|
|
2,711
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Decommissioning provision
|
|
|
|
|
||
Beginning of the year
|
|
1,812
|
|
|
1,525
|
|
Foreign currency translation differences
|
|
(388
|
)
|
|
287
|
|
End of the year
|
|
1,424
|
|
|
1,812
|
|
Non-current portion
|
|
(1,424
|
)
|
|
(1,812
|
)
|
Current portion
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Restructuring provision
|
|
|
|
|
||
Beginning of the year
|
|
523
|
|
|
4,525
|
|
Income statement charge/(reversal) (note 23)
|
|
14,561
|
|
|
(333
|
)
|
Utilized
|
|
(2,834
|
)
|
|
(3,702
|
)
|
Foreign currency translation differences
|
|
(785
|
)
|
|
33
|
|
End of the year
|
|
11,465
|
|
|
523
|
|
Non-current portion
|
|
—
|
|
|
—
|
|
Current portion
|
|
11,465
|
|
|
523
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
|
|||
Other provisions
|
|
|
|
|
|||
Beginning of the year
|
|
11,261
|
|
|
—
|
|
|
Income statement charge
|
|
281
|
|
|
11,072
|
|
|
Utilized
|
|
(8,600
|
)
|
|
—
|
|
|
Foreign currency translation differences
|
|
(269
|
)
|
|
189
|
|
|
End of the year
|
|
2,673
|
|
|
11,261
|
|
|
Non-current portion
|
|
—
|
|
|
—
|
|
|
Current portion
|
|
2,673
|
|
—
|
|
11,261
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Total provisions
|
|
|
|
|
||
Product warranties
|
|
11,538
|
|
|
16,564
|
|
Maintenance provision
|
|
3,511
|
|
|
4,413
|
|
Decommissioning provision
|
|
1,424
|
|
|
1,812
|
|
Restructuring provision
|
|
11,465
|
|
|
523
|
|
Other provisions
|
|
2,673
|
|
|
11,261
|
|
Total provision
|
|
30,611
|
|
|
34,573
|
|
Non-current portion
|
|
(1,833
|
)
|
|
(3,514
|
)
|
Current provision
|
|
28,778
|
|
|
31,059
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Movement in share-based payment liability for the year
|
|
|
|
|
||
Opening balance
|
|
—
|
|
|
1,950
|
|
Share-based payment expense recognized/(reversed) during the year
|
|
1,064
|
|
|
(2,018
|
)
|
Payment made in settlement of the share-based payment liability
|
|
(1,064
|
)
|
|
—
|
|
Foreign currency translation differences
|
|
—
|
|
|
68
|
|
Closing balance
|
|
—
|
|
|
—
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Discount rate
|
|
|
|
|
||
– pre-tax discount rate applied to the cash flow projections (%)
|
|
21.0
|
|
|
26.5
|
|
Growth rate
|
|
|
|
|
||
– growth rate used to extrapolate cash flow beyond the budget period (%)
|
|
4.5
|
|
|
5.0
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Subscription revenue
|
|
1,239,914
|
|
|
1,158,229
|
|
|
998,335
|
|
Hardware sales
|
|
222,315
|
|
|
221,306
|
|
|
298,680
|
|
Other
|
|
77,829
|
|
|
85,486
|
|
|
92,365
|
|
|
|
1,540,058
|
|
|
1,465,021
|
|
|
1,389,380
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Insurance reimbursement (notes 5 and 29)
|
|
—
|
|
|
—
|
|
|
3,237
|
|
Loss on disposal of property, plant and equipment and intangible assets (note 31.2)
|
|
(262
|
)
|
|
(208
|
)
|
|
(456
|
)
|
Other
|
|
688
|
|
|
1,452
|
|
|
1,014
|
|
|
|
426
|
|
|
1,244
|
|
|
3,795
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Operating profit is stated after accounting for the following charges:
|
|
|
|
|
|
|
|||
Amortization (notes 7 and 31.2)
|
|
44,734
|
|
|
47,586
|
|
|
46,294
|
|
Depreciation (notes 6 and 31.2)
|
|
98,508
|
|
|
75,037
|
|
|
61,099
|
|
Impairment of intangible assets (notes 7 and 31.2)
|
|
3,166
|
|
|
2,871
|
|
|
456
|
|
(Reversal of impairment)/impairment of property, plant and equipment (notes 6 and 31.2)
|
|
(791
|
)
|
|
1,905
|
|
|
1,190
|
|
Operating lease charges — premises and equipment
|
|
24,690
|
|
|
23,536
|
|
|
20,664
|
|
Restructuring costs (note 19)
|
|
14,561
|
|
|
(333
|
)
|
|
11,267
|
|
Write-down of inventory to net realizable value (notes 9 and 31.2)
|
|
9,967
|
|
|
5,317
|
|
|
3,164
|
|
Research expenditure
|
|
2,398
|
|
|
1,540
|
|
|
1,310
|
|
Net litigation costs
|
|
—
|
|
|
—
|
|
|
7,937
|
|
Transaction costs arising from investigating strategic alternatives
|
|
—
|
|
|
5,037
|
|
|
—
|
|
Transaction costs arising from the acquisition of a business
|
|
—
|
|
|
—
|
|
|
93
|
|
Professional fees
|
|
22,358
|
|
|
24,940
|
|
|
25,199
|
|
Staff costs
|
|
587,474
|
|
|
573,165
|
|
|
507,634
|
|
– Salaries, wages and other costs
|
|
554,793
|
|
|
540,227
|
|
|
480,075
|
|
– Pension costs (note 17)
|
|
29,370
|
|
|
27,118
|
|
|
19,981
|
|
– Equity-settled share-based payments (notes 14 and 31.2)
|
|
2,247
|
|
|
7,838
|
|
|
5,220
|
|
– Cash-settled share-based payments (note 20)
|
|
1,064
|
|
|
(2,018
|
)
|
|
2,358
|
|
|
|
|
|
|
|
|
|||
Number of employees at the end of the year
|
|
1,056
|
|
|
1,089
|
|
|
1,056
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Current accounts and short-term bank deposits
|
|
14,052
|
|
|
7,292
|
|
|
8,594
|
|
Finance lease receivable income
|
|
20
|
|
|
267
|
|
|
611
|
|
Other
|
|
520
|
|
|
567
|
|
|
175
|
|
|
|
14,592
|
|
|
8,126
|
|
|
9,380
|
|
|
|
|
|
|
|
|
|||
Net foreign exchange gains
|
|
1,476
|
|
|
144,038
|
|
|
73,525
|
|
|
|
|
|
|
|
|
|||
|
|
16,068
|
|
|
152,164
|
|
|
82,905
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Overdraft
|
|
(2,259
|
)
|
|
(1,490
|
)
|
|
(1,746
|
)
|
Impact of discounting related to the fiscal 2017 share repurchase transaction (note 13)
|
|
(3,222
|
)
|
|
—
|
|
|
—
|
|
Other long-term loans
|
|
(50
|
)
|
|
(186
|
)
|
|
(345
|
)
|
Other
|
|
(146
|
)
|
|
(161
|
)
|
|
(36
|
)
|
|
|
|
|
|
|
|
|||
|
|
(5,677
|
)
|
|
(1,837
|
)
|
|
(2,127
|
)
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Auditors’ remuneration
|
|
8,821
|
|
|
7,426
|
|
|
7,843
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
Group
|
|
Directors’
fees R’000 |
|
|
Salary and
allowances R’000 |
|
|
Other
benefits R’000 |
|
|
Retirement
fund R’000 |
|
|
Performance
bonuses (1) R’000 |
|
|
12 months
R’000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-executive directors
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
R Bruyns
|
|
794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
794
|
|
C Ewing
|
|
570
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
570
|
|
R Frew
(2)
|
|
566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
566
|
|
E Banda
|
|
470
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
470
|
|
A Welton
|
|
650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
650
|
|
M Lamberti
(2), (3)
|
|
115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115
|
|
I Jacobs
(4)
|
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
277
|
|
G Nakos
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3,442
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,442
|
|
Value added tax
(2)
|
|
95
|
|
|
|
|
|
|
|
|
|
|
95
|
|
||||
Executive committee
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
S Joselowitz
(7)
|
|
—
|
|
|
7,219
|
|
|
—
|
|
|
—
|
|
|
3,404
|
|
|
10,623
|
|
M Pydigadu
(8)
|
|
—
|
|
|
2,101
|
|
|
98
|
|
|
80
|
|
|
1,206
|
|
|
3,485
|
|
C Tasker
(7)
|
|
—
|
|
|
3,612
|
|
|
178
|
|
|
256
|
|
|
1,511
|
|
|
5,557
|
|
B Horan
(9)
|
|
—
|
|
|
1,215
|
|
|
63
|
|
|
47
|
|
|
1,456
|
|
|
2,781
|
|
P Dell
(10)
|
|
—
|
|
|
275
|
|
|
14
|
|
|
11
|
|
|
—
|
|
|
300
|
|
G Pretorius
|
|
—
|
|
|
2,096
|
|
|
129
|
|
|
335
|
|
|
1,147
|
|
|
3,707
|
|
C Lewis
|
|
—
|
|
|
2,328
|
|
|
—
|
|
|
144
|
|
|
1,099
|
|
|
3,571
|
|
|
|
3,537
|
|
|
18,846
|
|
|
482
|
|
|
873
|
|
|
9,823
|
|
|
33,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-executive directors
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
R Bruyns
|
|
910
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
910
|
|
C Ewing
|
|
538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
538
|
|
R Frew
(2)
|
|
387
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
387
|
|
E Banda
|
|
442
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
442
|
|
A Welton
|
|
604
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
604
|
|
M Lamberti
(2), (3)
|
|
286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286
|
|
M Akoojee
(11)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
G Nakos
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,167
|
|
Value added tax
(2)
|
|
94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94
|
|
Executive committee
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
S Joselowitz
(7)
|
|
—
|
|
|
7,006
|
|
|
—
|
|
|
—
|
|
|
3,806
|
|
|
10,812
|
|
R Botha
(12)
|
|
—
|
|
|
390
|
|
|
1,979
|
|
(13)
|
15
|
|
|
728
|
|
|
3,112
|
|
M Pydigadu
(8)
|
|
—
|
|
|
2,304
|
|
|
109
|
|
|
87
|
|
|
1,299
|
|
|
3,799
|
|
H Scott
(12)
|
|
—
|
|
|
586
|
|
|
100
|
|
(14)
|
—
|
|
|
1,054
|
|
|
1,740
|
|
C Tasker
(7)
|
|
—
|
|
|
3,288
|
|
|
45
|
|
|
264
|
|
|
1,691
|
|
|
5,288
|
|
B Horan
(9)
|
|
—
|
|
|
2,292
|
|
|
118
|
|
|
90
|
|
|
1,365
|
|
|
3,865
|
|
G Pretorius
|
|
—
|
|
|
1,906
|
|
|
118
|
|
|
308
|
|
|
1,120
|
|
|
3,452
|
|
C Lewis
|
|
—
|
|
|
2,026
|
|
|
52
|
|
|
180
|
|
|
1,446
|
|
|
3,704
|
|
|
|
3,261
|
|
|
19,798
|
|
|
2,521
|
|
|
944
|
|
|
12,509
|
|
|
39,033
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
Group
|
|
Directors’
fees R’000 |
|
|
Salary and
allowances R’000 |
|
|
Other
benefits R’000 |
|
|
Retirement
fund R’000 |
|
|
Performance
bonuses (1) R’000 |
|
|
12 months
R’000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-executive directors
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
R Bruyns
|
|
858
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
858
|
|
H Brody
(2), (15)
|
|
161
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161
|
|
C Ewing
(2)
|
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
R Frew
(2)
|
|
365
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
365
|
|
E Banda
(2)
|
|
410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
410
|
|
F Roji
(2), (16)
|
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
A Welton
|
|
550
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
550
|
|
M Lamberti
(2), (3)
|
|
99
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
M Akoojee
(11)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2,972
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,972
|
|
Value added tax
(2)
|
|
86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Executive committee
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
S Joselowitz
(7)
|
|
—
|
|
|
5,532
|
|
|
—
|
|
|
—
|
|
|
2,573
|
|
|
8,105
|
|
R Botha
(12)
|
|
—
|
|
|
2,328
|
|
|
10
|
|
|
89
|
|
|
643
|
|
|
3,070
|
|
M Pydigadu
(8)
|
|
—
|
|
|
2,117
|
|
|
110
|
|
|
83
|
|
|
1,082
|
|
|
3,392
|
|
H Scott
(12)
|
|
—
|
|
|
2,821
|
|
|
—
|
|
|
—
|
|
|
1,411
|
|
|
4,232
|
|
C Tasker
(7)
|
|
—
|
|
|
3,155
|
|
|
44
|
|
|
255
|
|
|
1,416
|
|
|
4,870
|
|
B Horan
(9)
|
|
—
|
|
|
2,004
|
|
|
117
|
|
|
79
|
|
|
1,330
|
|
|
3,530
|
|
G Pretorius
|
|
—
|
|
|
1,910
|
|
|
114
|
|
|
182
|
|
|
1,360
|
|
|
3,566
|
|
C Lewis
|
|
—
|
|
|
1,909
|
|
|
46
|
|
|
174
|
|
|
917
|
|
|
3,046
|
|
|
|
3,058
|
|
|
21,776
|
|
|
441
|
|
|
862
|
|
|
10,732
|
|
|
36,869
|
|
(1)
|
Performance bonuses are based on actual amounts paid during the fiscal year.
|
(2)
|
Value added tax (“VAT”) included as part of certain invoices received. Directors’ fees shown exclude VAT.
|
(3)
|
Appointed to the Board with effect from November 19, 2014, resigned from the Board with effect from August 18, 2016.
|
(4)
|
Appointed to the Board with effect from June 1, 2016.
|
(5)
|
Appointed as alternate director to Mark Lamberti with effect from November 4, 2015. Subsequently resigned as alternate director to Mark Lamberti with effect from August 18, 2016.
|
(6)
|
All prescribed officers of the Company are included as part of the executive committee.
|
(7)
|
Executive director as at March 31, 2017, March 31, 2016 and March 31, 2015.
|
(8)
|
Resigned from the Board with effect from February 9, 2017.
|
(9)
|
Resigned with effect from September 30, 2016.
|
(10)
|
Appointed as Group executive committee member from February 1, 2017 and to the Board with effect from February 9, 2017.
|
(11)
|
Appointed as alternate director to Mark Lamberti with effect from November 19, 2014. Subsequently resigned as alternate director to Mark Lamberti with effect from November 4, 2015.
|
(12)
|
Resigned from the Board with effect from August 9, 2013 but remained as Group executive committee member. Subsequently retired from the Group executive committee on May 31, 2015. Refer to note 13 for further details of share options held and exercised by these retired executives.
|
(13)
|
Other benefits paid to R Botha include notice pay, severance pay and gratuity payments made as compensation for loss of office.
|
(14)
|
Other benefits paid to H Scott comprise gratuity payments made upon retirement.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Major components of taxation expense
|
|
|
|
|
|
|
|||
Normal taxation
|
|
(46,788
|
)
|
|
(57,545
|
)
|
|
(51,519
|
)
|
– Current
|
|
(43,434
|
)
|
|
(53,626
|
)
|
|
(50,946
|
)
|
– Over-provision prior years
|
|
589
|
|
|
175
|
|
|
17
|
|
– Foreign tax paid
|
|
(3,711
|
)
|
|
(3,768
|
)
|
|
—
|
|
– Withholding tax
|
|
(232
|
)
|
|
(326
|
)
|
|
(590
|
)
|
Deferred taxation (note 18)
|
|
19,976
|
|
|
(49,375
|
)
|
|
(30,104
|
)
|
– Current year
|
|
20,748
|
|
|
(49,365
|
)
|
|
(27,980
|
)
|
– Under-provision prior years
|
|
(772
|
)
|
|
(10
|
)
|
|
(2,124
|
)
|
|
|
|
|
|
|
|
|||
|
|
(26,812
|
)
|
|
(106,920
|
)
|
|
(81,623
|
)
|
|
|
|
|
|
|
|
|
|
Before tax
R’000
|
|
|
Tax impact
R’000
|
|
|
After tax
R’000
|
|
|
|
|
|
|
|
|
|||
2017
|
|
|
|
|
|
|
|||
Exchange differences on translating foreign operations
|
|
(80,870
|
)
|
|
(59
|
)
|
|
(80,929
|
)
|
|
|
(80,870
|
)
|
|
(59
|
)
|
|
(80,929
|
)
|
|
|
|
|
|
|
|
|
|
Before tax
R’000
|
|
|
Tax impact
R’000
|
|
|
After tax
R’000
|
|
|
|
|
|
|
|
|
|||
2016
|
|
|
|
|
|
|
|||
Exchange differences on translating foreign operations
|
|
90,665
|
|
|
(2,466
|
)
|
|
88,199
|
|
|
|
90,665
|
|
|
(2,466
|
)
|
|
88,199
|
|
|
|
Before tax
R’000
|
|
|
Tax impact
R’000
|
|
|
After tax
R’000
|
|
|
|
|
|
|
|
|
|||
2015
|
|
|
|
|
|
|
|||
Exchange differences on translating foreign operations
|
|
27,953
|
|
|
3,010
|
|
|
30,963
|
|
|
|
27,953
|
|
|
3,010
|
|
|
30,963
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
Profit before taxation
|
|
148,253
|
|
|
289,411
|
|
|
230,639
|
|
Tax at the applicable tax rate of 28%
|
|
41,511
|
|
|
81,035
|
|
|
64,579
|
|
Tax effect of:
|
|
(14,699
|
)
|
|
25,885
|
|
|
17,044
|
|
– Income not subject to tax
|
|
—
|
|
|
(398
|
)
|
|
(313
|
)
|
– Expenses not deductible for tax purposes
(1)
|
|
7,409
|
|
|
6,869
|
|
|
5,851
|
|
– (Non-deductible)/non-taxable foreign exchange movements
(2)
|
`
|
(15,884
|
)
|
|
9,376
|
|
|
3,042
|
|
– Withholding tax
|
|
232
|
|
|
326
|
|
|
590
|
|
– Utilization of prior year assessed losses
|
|
(1,461
|
)
|
|
—
|
|
|
—
|
|
– Foreign tax paid
(3)
|
|
3,711
|
|
|
3,768
|
|
|
—
|
|
– Tax rate differential
|
|
1,281
|
|
|
(6,551
|
)
|
|
(5,225
|
)
|
– Deferred tax not recognized on assessed losses
|
|
4,049
|
|
|
12,833
|
|
|
10,281
|
|
– Deferred tax asset previously not recognized
|
|
(5,342
|
)
|
|
(531
|
)
|
|
—
|
|
– Under/(over)-provision prior years
|
|
183
|
|
|
(165
|
)
|
|
2,107
|
|
– Tax incentives in addition to incurred cost
(4)
|
|
(10,387
|
)
|
|
—
|
|
|
—
|
|
– Imputation of controlled foreign company income
|
|
1,453
|
|
|
358
|
|
|
489
|
|
– Other
|
|
57
|
|
|
—
|
|
|
222
|
|
|
|
26,812
|
|
|
106,920
|
|
|
81,623
|
|
|
|
|
|
|
|
|
(1)
|
These non-deductible expenses consist primarily of items of a capital nature and costs attributable to exempt income.
|
(2)
|
The (non-taxable)/non-deductible foreign exchange movements arise as a result of the Group’s internal loan structures.
|
(3)
|
The foreign tax paid relates primarily to withholding taxes on revenue earned in jurisdictions where the Group does not have a legal entity.
|
(4)
|
The tax incentives relate mainly to the section 11D allowance detailed below.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Profit attributable to owners of the parent
|
|
121,458
|
|
|
182,989
|
|
|
149,622
|
|
Weighted average number of ordinary shares in issue (000s)
|
|
629,626
|
|
|
775,139
|
|
|
789,316
|
|
Basic earnings per share (R)
|
|
0.19
|
|
|
0.24
|
|
|
0.19
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Diluted profit attributable to owners of the parent
|
|
121,458
|
|
|
182,989
|
|
|
149,622
|
|
|
|
|
|
|
|
|
|||
Weighted average number of ordinary shares in issue (000s)
|
|
629,626
|
|
|
775,139
|
|
|
789,316
|
|
Adjusted for: potentially dilutive effect of share options
|
|
2,193
|
|
|
8,275
|
|
|
15,069
|
|
Diluted weighted average number of ordinary shares in issue (000s)
|
|
631,819
|
|
|
783,414
|
|
|
804,385
|
|
Diluted earnings per share (R)
|
|
0.19
|
|
|
0.23
|
|
|
0.19
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Reconciliation of adjusted earnings
|
|
|
|
|
|
|
|||
Profit attributable to owners of the parent
|
|
121,458
|
|
|
182,989
|
|
|
149,622
|
|
Net foreign exchange gains
|
|
(1,476
|
)
|
|
(144,038
|
)
|
|
(73,525
|
)
|
Income tax effect on the above component
|
|
(15,307
|
)
|
|
48,647
|
|
|
25,873
|
|
Adjusted earnings attributable to owners of the parent
|
|
104,675
|
|
|
87,598
|
|
|
101,970
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Adjusted earnings attributable to owners of the parent
|
|
104,675
|
|
|
87,598
|
|
|
101,970
|
|
Weighted average number of ordinary shares in issue (000s)
|
|
629,626
|
|
|
775,139
|
|
|
789,316
|
|
Basic adjusted earnings per share (R)
|
|
0.17
|
|
|
0.11
|
|
|
0.13
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Diluted adjusted earnings attributable to owners of the parent
|
|
104,675
|
|
|
87,598
|
|
|
101,970
|
|
Diluted adjusted weighted average number of ordinary shares in issue (000s)
|
|
631,819
|
|
|
783,414
|
|
|
804,385
|
|
Diluted adjusted earnings per share (R)
|
|
0.17
|
|
|
0.11
|
|
|
0.13
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Reconciliation of headline earnings
|
|
|
|
|
|
|
|||
Profit attributable to owners of the parent
|
|
121,458
|
|
|
182,989
|
|
|
149,622
|
|
Loss on disposal of property, plant and equipment and intangible assets (note 31.2)
|
|
262
|
|
|
208
|
|
|
456
|
|
Impairment of intangible assets (notes 5, 7 and 31.2)
|
|
3,166
|
|
|
2,871
|
|
|
456
|
|
(Reversal of impairment)/impairment of property, plant and equipment (notes 5, 6 and 31.2)
|
|
(791
|
)
|
|
1,905
|
|
|
1,190
|
|
Insurance proceeds on impairment of helicopter asset (note 22)
|
|
—
|
|
|
—
|
|
|
(3,237
|
)
|
Non-controlling interest effects of adjustments
|
|
8
|
|
|
(244
|
)
|
|
—
|
|
Income tax effect on the above components
|
|
(661
|
)
|
|
2
|
|
|
324
|
|
Headline earnings attributable to owners of the parent
|
|
123,442
|
|
|
187,731
|
|
|
148,811
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Headline earnings attributable to owners of the parent
|
|
123,442
|
|
|
187,731
|
|
|
148,811
|
|
Weighted average number of ordinary shares in issue (000s)
|
|
629,626
|
|
|
775,139
|
|
|
789,316
|
|
Basic headline earnings per share (R)
|
|
0.20
|
|
|
0.24
|
|
|
0.19
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Diluted headline earnings attributable to owners of the parent
|
|
123,442
|
|
|
187,731
|
|
|
148,811
|
|
Diluted weighted average number of ordinary shares in issue (000s)
|
|
631,819
|
|
|
783,414
|
|
|
804,385
|
|
Diluted headline earnings per share (R)
|
|
0.20
|
|
|
0.24
|
|
|
0.18
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Dividends declared
|
|
53,026
|
|
|
107,254
|
|
|
—
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
•
|
In respect of the fourth quarter of the 2016 fiscal year, a dividend of R15.2 million was declared on May 24, 2016 and paid on June 20, 2016. Using shares in issue of 761,337,500 (excluding 40,000,000 treasury shares), this equated to a dividend of 2 cents per share.
|
•
|
In respect of the first quarter of fiscal year 2017 which ended on June 30, 2016 a dividend of R15.3 million was declared on August 4, 2016 and paid on August 29, 2016. Using shares in issue of 763,087,500 (excluding 40,000,000 treasury shares), this equated to a dividend of 2 cents per share.
|
•
|
In respect of the second quarter of fiscal year 2017 which ended on September 30, 2016 a dividend of R11.3 million was declared on November 3, 2016 and paid on November 28, 2016. Using shares in issue of 563,434,240 (excluding 40,000,000 treasury shares), this equated to a dividend of 2 cents per share.
|
•
|
In respect of the third quarter of fiscal year 2017 which ended on December 31, 2016 a dividend of R11.2 million was declared on February 2, 2017 and paid on February 27, 2017. Using shares in issue of 563,434,240 (excluding 40,000,000 treasury shares), this equated to a dividend of 2 cents per share.
|
•
|
In respect of the 2015 fiscal year, a dividend of R61.5 million was declared on August 25, 2015 and paid on September 21, 2015. Using shares in issue of 768,601,150 (excluding 24,573,850 treasury shares), this equated to a dividend of 8 cents per share.
|
•
|
In respect of the first quarter of fiscal year 2016 which ended on June 30, 2015, a dividend of R15.4 million was declared on August 25, 2015 and paid on September 21, 2015. Using shares in issue of 768,601,150 (excluding 24,573,850 treasury shares), this equated to a dividend of 2 cents per share.
|
•
|
In respect of the second quarter of fiscal year 2016 which ended on September 30, 2015, a dividend of R15.3 million was declared on November 5, 2015 and paid on November 30, 2015. Using shares in issue of 764,140,181 (excluding 30,334,819 treasury shares), this equated to a dividend of 2 cents per share.
|
•
|
In respect of the third quarter of fiscal year 2016 which ended on December 31, 2015, a dividend of R15.1 million was declared on February 4, 2016 and paid on February 29, 2016. Using shares in issue of 755,137,500 (excluding 40,000,000 treasury shares), this equated to a dividend of 2 cents per share.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Profit before income taxation
|
|
148,253
|
|
|
289,411
|
|
|
230,639
|
|
Adjustments
|
|
197,023
|
|
|
33,779
|
|
|
88,742
|
|
– Loss on disposal of property, plant and equipment and intangible assets (note 22)
|
|
262
|
|
|
208
|
|
|
456
|
|
– Depreciation (notes 6 and 23)
|
|
98,508
|
|
|
75,037
|
|
|
61,099
|
|
– Amortization (notes 7 and 23)
|
|
44,734
|
|
|
47,586
|
|
|
46,294
|
|
– Impairment of intangible assets (notes 7 and 23)
|
|
3,166
|
|
|
2,871
|
|
|
456
|
|
– (Reversal of impairment)/impairment of property, plant and equipment (notes 6 and 23)
|
|
(791
|
)
|
|
1,905
|
|
|
1,190
|
|
– Finance income (note 24)
|
|
(14,592
|
)
|
|
(8,126
|
)
|
|
(9,380
|
)
|
– Finance costs (note 25)
|
|
5,677
|
|
|
1,837
|
|
|
2,127
|
|
– Equity-settled share-based payments (notes 14 and 23)
|
|
2,247
|
|
|
7,838
|
|
|
5,220
|
|
– Cash-settled share-based payments (notes 20 and 23)
|
|
—
|
|
|
(2,018
|
)
|
|
2,358
|
|
– Foreign exchange gains (note 24)
|
|
(1,476
|
)
|
|
(144,038
|
)
|
|
(81,449
|
)
|
– Impairment of receivables (note 10)
|
|
17,713
|
|
|
14,735
|
|
|
16,282
|
|
– Write-down of inventory to net realizable value (notes 9 and 23)
|
|
9,967
|
|
|
5,317
|
|
|
3,164
|
|
– Increase in provisions
|
|
31,821
|
|
|
29,731
|
|
|
40,904
|
|
– Lease straight-line adjustment
|
|
(213
|
)
|
|
(174
|
)
|
|
21
|
|
– Finance lease fair value adjustment
|
|
—
|
|
|
1,070
|
|
|
—
|
|
Cash generated from operations before working capital changes
|
|
345,276
|
|
|
323,190
|
|
|
319,381
|
|
|
|
|
|
|
|
|
|||
Changes in working capital
|
|
31,839
|
|
|
(29,382
|
)
|
|
(57,427
|
)
|
– Decrease/(increase) in inventories
|
|
28,073
|
|
|
(30,872
|
)
|
|
(1,969
|
)
|
– Decrease/(increase) in trade and other receivables
|
|
17,404
|
|
|
(46,297
|
)
|
|
(43,231
|
)
|
– Decrease in finance lease receivable
|
|
1,009
|
|
|
4,655
|
|
|
7,331
|
|
– Increase/(decrease) in trade and other payables
|
|
21,993
|
|
|
46,712
|
|
|
(1,575
|
)
|
– Decrease in provisions
|
|
(32,854
|
)
|
|
(24,669
|
)
|
|
(35,582
|
)
|
– Foreign currency translation differences on working capital
|
|
(3,786
|
)
|
|
21,089
|
|
|
17,599
|
|
|
|
|
|
|
|
|
|||
Cash generated from operations
|
|
377,115
|
|
|
293,808
|
|
|
261,954
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
|
|
March 31, 2016
|
||||||||||||||
|
|
Direct
000s
|
|
|
Indirect
000s
|
|
|
Associate
000s
|
|
|
Direct
000s |
|
|
Indirect
000s |
|
|
Associate
000s |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-executive
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
R Bruyns
|
|
—
|
|
|
3,697
|
|
|
—
|
|
|
—
|
|
|
3,697
|
|
|
—
|
|
C Ewing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
R Frew
|
|
—
|
|
|
63,848
|
|
|
70,261
|
|
|
—
|
|
|
63,848
|
|
|
70,261
|
|
A Welton
|
|
—
|
|
|
—
|
|
|
235
|
|
|
—
|
|
|
—
|
|
|
235
|
|
E Banda
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
M Lamberti
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
M Akoojee
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
G Nakos
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
I Jacobs
(4)
|
|
191
|
|
|
—
|
|
|
14,281
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
S Joselowitz
|
|
26,342
|
|
|
—
|
|
|
—
|
|
|
25,792
|
|
|
—
|
|
|
—
|
|
M Pydigadu
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
—
|
|
C Tasker
(6)
|
|
900
|
|
|
—
|
|
|
2,428
|
|
|
—
|
|
|
3,328
|
|
|
—
|
|
P Dell
(7)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
G Pretorius
|
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
B Horan
(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
397
|
|
|
—
|
|
|
78
|
|
C Lewis
|
|
1,525
|
|
|
—
|
|
|
—
|
|
|
1,525
|
|
|
—
|
|
|
—
|
|
|
|
28,994
|
|
|
67,545
|
|
|
87,205
|
|
|
27,999
|
|
|
70,873
|
|
|
70,574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Appointed to the Board with effect from November 19, 2014. Subsequently resigned from the board with effect from August 18, 2016.
|
(2)
|
Appointed as alternate director to Mark Lamberti with effect from November 19, 2014. Subsequently resigned as an alternate director to Mark Lamberti with effect from November 4, 2015.
|
(3)
|
Appointed as alternate director to Mark Lamberti with effect from November 4, 2015. Subsequently resigned as an alternate director to Mark Lamberti with effect from August 18, 2016.
|
(4)
|
Appointed to the Board with effect from June 1, 2016.
|
(5)
|
Resigned from the board with effect from February 9, 2017.
|
(6)
|
As at March 31, 2016, 489,834 of the shares indirectly owned were held in MiX Telematics Limited’s brokerage account, as the shares issued in relation to options exercised had not as yet been transferred.
|
(7)
|
Appointed as Group executive committee member from February 1, 2017 and to the Board with effect from February 9, 2017.
|
(8)
|
Resigned from the Group executive committee with effect from September 30, 2016.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
Name of director
|
|
Related party
|
|
Nature of relationship with the Group
|
|
|
|
|
|
R Frew
|
|
TPF Investments Proprietary Limited
|
|
Lease agreement: Midrand office
|
R Frew
|
|
Masalini Capital Proprietary Limited
|
|
Provides directors’ services
|
M Lamberti
(1)
|
|
Imperial Group Limited
(2)
|
|
Shareholder and distribution outlet through motor dealer channel and provides director and certain technology consulting services
|
G Nakos
(3)
|
|
Imperial Group Limited
(2)
|
|
Shareholder and distribution outlet through motor dealer channel and provides director and certain technology consulting services
|
(1)
|
Resigned from the board of directors with effect from August 18, 2016.
|
(2)
|
Related party until August 1, 2016. See "Fiscal 2017 specific share repurchase from related party" in note 13 for additional information.
|
(3)
|
Appointed as alternate director to Mark Lamberti with effect from November 3, 2015. Subsequently resigned as alternate director to Mark Lamberti with effect from August 18, 2016.
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Sales of goods and services
|
|
22,263
|
|
|
78,564
|
|
|
70,721
|
|
– Imperial Group Limited*
|
|
22,263
|
|
|
78,564
|
|
|
70,721
|
|
Purchases of goods and services
|
|
11,206
|
|
|
35,595
|
|
|
30,263
|
|
– Masalini Capital Proprietary Limited
|
|
—
|
|
|
—
|
|
|
10
|
|
– Thynk Capital Proprietary Limited**
|
|
—
|
|
|
—
|
|
|
14
|
|
– TPF Investments Proprietary Limited***
|
|
5,277
|
|
|
7,148
|
|
|
6,123
|
|
– Imperial Group Limited*
|
|
5,929
|
|
|
28,447
|
|
|
24,116
|
|
Corporate and social investment
|
|
—
|
|
|
257
|
|
|
179
|
|
– Heartbeat centre for community development****
|
|
—
|
|
|
257
|
|
|
179
|
|
Year-end balance of receivables (included in trade and other receivables – note 10)
|
|
—
|
|
|
11,144
|
|
|
7,417
|
|
– Imperial Group Limited*
|
|
—
|
|
|
11,144
|
|
|
7,417
|
|
Year-end balance of payables (included in trade and other payables – note 16)
|
|
—
|
|
|
3,209
|
|
|
102
|
|
– TPF Investments Proprietary Limited***
|
|
—
|
|
|
—
|
|
|
40
|
|
– Imperial Group Limited*
|
|
—
|
|
|
842
|
|
|
62
|
|
– C Tasker*****
|
|
—
|
|
|
2,367
|
|
|
—
|
|
|
|
|
|
|
|
|
*
|
Related party until August 1, 2016. See "Fiscal 2017 specific share repurchase" in note 13 for additional information.
|
**
|
Thynk Capital Proprietary Limited was a related party in fiscal 2015 due to being related to R Frew
|
***
|
Previously known as Thynk Property Fund Proprietary Limited
|
****
|
Related party transactions up to May 31, 2015, when R Botha retired from the Group executive committee, have been disclosed.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Property, plant and equipment
|
|
—
|
|
|
—
|
|
|
241
|
|
Intangible assets
|
|
58,036
|
|
|
63,670
|
|
|
31,739
|
|
|
|
58,036
|
|
|
63,670
|
|
|
31,980
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Property, plant and equipment
|
|
50,074
|
|
|
22,471
|
|
|
14,621
|
|
Intangible assets
|
|
24,726
|
|
|
33,234
|
|
|
17,574
|
|
|
|
74,800
|
|
|
55,705
|
|
|
32,195
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Land and buildings
|
|
|
|
|
|
|
|||
Within one year
|
|
15,201
|
|
|
19,896
|
|
|
14,820
|
|
One to five years
|
|
20,354
|
|
|
9,767
|
|
|
13,042
|
|
|
|
35,555
|
|
|
29,663
|
|
|
27,862
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
March 31, 2015
R’000 |
|
|
|
|
|
|
|
|
|||
Office equipment
|
|
|
|
|
|
|
|||
Within one year
|
|
853
|
|
|
874
|
|
|
677
|
|
One to five years
|
|
495
|
|
|
1,032
|
|
|
1,375
|
|
|
|
1,348
|
|
|
1,906
|
|
|
2,052
|
|
|
|
|
|
|
|
|
|||
Vehicles
|
|
|
|
|
|
|
|||
Within one year
|
|
1,507
|
|
|
836
|
|
|
1,211
|
|
One to five years
|
|
1,626
|
|
|
167
|
|
|
843
|
|
|
|
3,133
|
|
|
1,003
|
|
|
2,054
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
|
||
USD denominated instruments
|
Increase of 10 basis points
|
|
143
|
|
|
600
|
|
|
Decrease of 10 basis points
|
|
(143
|
)
|
|
(600
|
)
|
|
|
|
|
|
|
||
ZAR denominated instruments
|
Increase of 100 basis points
|
|
1,000
|
|
|
960
|
|
|
Decrease of 100 basis points
|
|
(1,000
|
)
|
|
(960
|
)
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
|
|
Increase/(decrease) in profit
before taxation
|
|
||||
|
|
Change in
exchange
rate
%
|
|
Result of
weakening in
functional
currency
R’000
|
|
|
Result of
strengthening
in functional
currency
R’000
|
|
|
|
|
|
|
|
|
|
|
||
2017
|
|
|
|
|
|
|
|
||
Denominated currency: Functional currency
|
|
|
|
|
|
|
|
||
EUR:GBP
|
|
5
|
|
152
|
|
|
(152
|
)
|
|
USD:GBP
|
|
5
|
|
(19
|
)
|
|
19
|
|
|
USD:ZAR
|
|
5
|
|
8,028
|
|
|
(8,028
|
)
|
|
EUR:ZAR
|
|
5
|
|
422
|
|
|
(422
|
)
|
|
GBP:ZAR
|
|
5
|
|
(25
|
)
|
|
25
|
|
|
ZAR:USD
|
|
5
|
|
(41
|
)
|
|
41
|
|
|
EUR:USD
|
|
5
|
|
29
|
|
|
(29
|
)
|
|
USD:AUD
|
|
5
|
|
(73
|
)
|
|
73
|
|
|
EUR:AUD
|
|
5
|
|
(3
|
)
|
|
3
|
|
|
AUD:ZAR
|
|
5
|
|
320
|
|
|
(320
|
)
|
|
ZAR:GBP
|
|
5
|
|
(9
|
)
|
|
9
|
|
|
ZAR:AUD
|
|
5
|
|
(43
|
)
|
|
43
|
|
|
USD:BRL
|
|
5
|
|
(124
|
)
|
|
124
|
|
|
ZAR:BRL
|
|
5
|
|
(2
|
)
|
|
2
|
|
|
NGN:ZAR
|
|
5
|
|
228
|
|
|
(228
|
)
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
2016
|
|
|
|
|
|
|
|
||
Denominated currency: Functional currency
|
|
|
|
|
|
|
|
||
EUR:GBP
|
|
5
|
|
918
|
|
|
(918
|
)
|
|
USD:GBP
|
|
5
|
|
(8
|
)
|
|
8
|
|
|
USD:ZAR
|
|
5
|
|
28,204
|
|
|
(28,204
|
)
|
|
EUR:ZAR
|
|
5
|
|
(71
|
)
|
|
71
|
|
|
ZAR:USD
|
|
5
|
|
(3
|
)
|
|
3
|
|
|
EUR:USD
|
|
5
|
|
(84
|
)
|
|
84
|
|
|
USD:AUD
|
|
5
|
|
131
|
|
|
(131
|
)
|
|
EUR:AUD
|
|
5
|
|
(4
|
)
|
|
4
|
|
|
AUD:ZAR
|
|
5
|
|
179
|
|
|
(179
|
)
|
|
ZAR:GBP
|
|
5
|
|
(60
|
)
|
|
60
|
|
|
ZAR:AUD
|
|
5
|
|
(42
|
)
|
|
42
|
|
|
USD:BRL
|
|
5
|
|
(35
|
)
|
|
35
|
|
|
ZAR:BRL
|
|
5
|
|
37
|
|
|
(37
|
)
|
|
USD:EUR
|
|
5
|
|
(667
|
)
|
|
667
|
|
|
NGN:ZAR
|
|
5
|
|
223
|
|
|
(223
|
)
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
|
|
March 31, 2017
R’000 |
|
|
March 31, 2016
R’000 |
|
|
|
|
|
|
||
Cash and cash equivalents, net of overdrafts (note 12)
|
|
356,333
|
|
|
860,762
|
|
|
|
|
|
|
|
|
Payable within 1
month or on
demand
R’000
|
|
|
Between 1
month and 1
year
R’000
|
|
|
Between 1
year and 2
years
R’000
|
|
|
Between 2
years and 5
years
R’000
|
|
|
More than 5
years
R’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade payables
|
|
42,720
|
|
|
37,172
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Accruals and other payables
|
|
92,353
|
|
|
47,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Bank overdraft
|
|
19,449
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
154,522
|
|
|
84,782
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|||||
Borrowings
|
|
130
|
|
|
1,022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Trade payables
|
|
29,245
|
|
|
40,986
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Accruals and other payables
|
|
39,679
|
|
|
77,451
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Bank overdraft
|
|
16,374
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
85,428
|
|
|
119,459
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
March 31, 2017
|
|
|
March 31, 2016
|
|
|
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||
ZAR:USD
|
|
– closing
|
|
13.41
|
|
|
14.83
|
|
|
12.09
|
|
|
|
– average
|
|
14.06
|
|
|
13.78
|
|
|
11.06
|
|
ZAR:GBP
|
|
– closing
|
|
16.75
|
|
|
21.31
|
|
|
17.94
|
|
|
|
– average
|
|
18.42
|
|
|
20.63
|
|
|
17.82
|
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
Name
|
|
Principal activity
|
|
Place of
incorporation
|
|
Legal % ownership
|
||||
March 31, 2017
%
|
|
|
March 31, 2016
% |
|
||||||
|
|
|
|
|
|
|
|
|
||
Direct
|
|
|
|
|
|
|
|
|
||
MiX Telematics Investments Proprietary Limited
|
|
Treasury company
|
|
RSA
|
|
100
|
|
|
100
|
|
MiX Telematics Africa Proprietary Limited
|
|
Asset tracking and fleet management products and services
|
|
RSA
|
|
100
|
|
|
100
|
|
MiX Telematics International Proprietary Limited
|
|
Fleet management products and services and research and development
|
|
RSA
|
|
100
|
|
|
100
|
|
MiX Telematics Europe Limited
|
|
Fleet management products and services
|
|
UK
|
|
100
|
|
|
100
|
|
MiX Telematics North America Incorporated
|
|
Fleet management products and services
|
|
USA
|
|
100
|
|
|
100
|
|
MiX Telematics Australasia Proprietary Limited
(1)
|
|
Fleet management products and services
|
|
Australia
|
|
—
|
|
|
100
|
|
MiX Telematics Serviços De Telemetria E Rastreamento De Veículos Do Brazil Limitada
|
|
Fleet management products and services
|
|
Brazil
|
|
95
|
|
|
95
|
|
|
|
|
|
|
|
|
|
|
||
Indirect
|
|
|
|
|
|
|
|
|
||
MiX Telematics Technology Holdings Proprietary Limited
|
|
Dormant
|
|
RSA
|
|
100
|
|
|
100
|
|
MiX Telematics Europe GmbH
(2)
|
|
Deregistered
|
|
Germany
|
|
—
|
|
|
100
|
|
MiX Telematics Middle East FZE
|
|
Fleet management products and services
|
|
UAE
|
|
100
|
|
|
100
|
|
MiX Telematics Enterprise SA Proprietary Limited
(3)
|
|
Fleet management products and services
|
|
RSA
|
|
85.1
|
|
|
85.1
|
|
MiX Telematics Fleet Support Services Proprietary Limited
(4)
|
|
Fleet management products and services
|
|
RSA
|
|
100
|
|
|
49
|
|
MiX Telematics East Africa Limited
|
|
Fleet management products and services
|
|
Uganda
|
|
99.9
|
|
|
99.9
|
|
MiX Telematics Romania SRL
(5)
|
|
Fleet management services
|
|
Romania
|
|
99
|
|
|
99
|
|
MiX Telematics (Thailand) Limited
(6)
|
|
Fleet management products and services
|
|
Thailand
|
|
100
|
|
|
—
|
|
MiX Telematics Australasia Proprietary Limited
(1)
|
|
Fleet management products and services
|
|
Australia
|
|
100
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
(1)
|
During July 2016, MiX Telematics Investments (Proprietary) Limited acquired 100% of the issued share capital in MiX Telematics Australasia (Proprietary) Limited, a fellow subsidiary, from MiX Telematics Limited for a total cash consideration of R483.3 million. As a result, MiX Telematics Australasia (Proprietary) Limited became an indirect subsidiary of MiX Telematics Limited.
|
(2)
|
As of April 11, 2016, MiX Telematics Europe GmbH, a subsidiary of MiX Telematics Europe Limited, was liquidated and deregistered.
|
(3)
|
The remaining shareholding in this company is owned by a structured entity, the MiX Telematics Enterprise Trust (which holds a 14.9% interest in MiX Telematics Enterprise SA Proprietary Limited), which has been fully consolidated. Control of the structured entity was assessed when IFRS 10 Consolidated Financial Statements was adopted with effect from
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2017
|
|
(4)
|
On June 30, 2016, the MiX Telematics Fleet Support Trust sold its 51% interest in MiX Telematics Fleet Support Services Proprietary Limited to MiX Telematics Africa Proprietary Limited. The trust has been fully consolidated. Control of the structured entity was assessed when IFRS 10 Consolidated Financial Statements was adopted with effect from April 1, 2013 and there was no change to the historical accounting treatment applied by the Group. This trust was set up in prior years to invest in the specified Group company and to hold such investment for the benefit of certain MiX employees as beneficiaries. The trust is in the process of being wound up.
|
(5)
|
During the 2015 fiscal year, MiX Telematics Middle East FZE incorporated MiX Telematics Romania SRL and obtained a 99% interest therein. The 1% non-controlling interest has been waived by its holder for the benefit of the Group.
|
(6)
|
During the 2016 fiscal year, MiX Telematics (Thailand) Limited was incorporated and subsequently controlled by the Group.
|