Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
American Depositary Shares (“ADSs”), each representing 25
ordinary shares, no par value
|
MIXT
|
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
|
|
|
Emerging growth company
o
|
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,
|
||||||||||||||||||||||
|
2019
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenue
|
|
$136,465
|
|
|
|
R1,975,863
|
|
|
|
R1,712,482
|
|
|
|
R1,540,058
|
|
|
|
R1,465,021
|
|
|
|
R1,389,380
|
|
Cost of sales
|
(45,297
|
)
|
|
(655,844
|
)
|
|
(586,963
|
)
|
|
(498,785
|
)
|
|
(439,305
|
)
|
|
(449,663
|
)
|
||||||
Gross profit
|
91,168
|
|
|
1,320,019
|
|
|
1,125,519
|
|
|
1,041,273
|
|
|
1,025,716
|
|
|
939,717
|
|
||||||
Sales and marketing
|
(13,759
|
)
|
|
(199,209
|
)
|
|
(184,978
|
)
|
|
(181,601
|
)
|
|
(203,767
|
)
|
|
(171,948
|
)
|
||||||
Administration and other charges
(1)
|
(54,002
|
)
|
|
(781,898
|
)
|
|
(725,589
|
)
|
|
(721,810
|
)
|
|
(682,865
|
)
|
|
(617,908
|
)
|
||||||
Operating profit
|
23,407
|
|
|
338,912
|
|
|
214,952
|
|
|
137,862
|
|
|
139,084
|
|
|
149,861
|
|
||||||
Finance income/(costs) - net
|
96
|
|
|
1,386
|
|
|
(69
|
)
|
|
10,391
|
|
|
150,327
|
|
|
80,778
|
|
||||||
Profit before taxation
|
23,503
|
|
|
340,298
|
|
|
214,883
|
|
|
148,253
|
|
|
289,411
|
|
|
230,639
|
|
||||||
Taxation
|
(9,528
|
)
|
|
(137,962
|
)
|
|
(33,690
|
)
|
|
(26,812
|
)
|
|
(106,920
|
)
|
|
(81,623
|
)
|
||||||
Profit for the year
|
|
$13,975
|
|
|
|
R202,336
|
|
|
|
R181,193
|
|
|
|
R121,441
|
|
|
|
R182,491
|
|
|
|
R149,016
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owners of the parent
|
|
$13,975
|
|
|
202,336
|
|
|
181,134
|
|
|
121,458
|
|
|
182,989
|
|
|
149,622
|
|
|||||
Non-controlling interest
|
#
|
|
|
#
|
|
|
59
|
|
|
(17
|
)
|
|
(498
|
)
|
|
(606
|
)
|
||||||
|
|
$13,975
|
|
|
|
R202,336
|
|
|
|
R181,193
|
|
|
|
R121,441
|
|
|
|
R182,491
|
|
|
|
R149,016
|
|
(1)
|
Includes other income/(expenses) - net.
|
(2)
|
See note 30 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 7 below.
|
(4)
|
See note 31 to our consolidated financial statements for further details on dividends.
|
|
For the year ended March 31,
|
||||||||||||||||||||||
|
2019
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
(In thousands, except subscribers)
|
||||||||||||||||||||||
Subscription revenue
|
|
$116,946
|
|
|
|
R1,693,245
|
|
|
|
R1,434,615
|
|
|
|
R1,239,914
|
|
|
|
R1,158,229
|
|
|
|
R998,335
|
|
Adjusted EBITDA
(1)
|
|
$41,632
|
|
|
|
R602,785
|
|
|
|
R441,866
|
|
|
|
R301,613
|
|
|
|
R277,215
|
|
|
|
R282,994
|
|
Subscribers
(2)
|
750,455
|
|
|
750,455
|
|
|
676,866
|
|
|
622,062
|
|
|
566,177
|
|
|
512,344
|
|
(1)
|
See “Adjusted EBITDA and Adjusted EBITDA margin” below for our definition of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to profit for the year, the most directly comparable financial measure presented in accordance with IFRS.
|
(2)
|
As at March 31.
|
|
For the year ended March 31,
|
|
|
|||||||||||
|
2019
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||
|
(In thousands)
|
|||||||||||||
Cash and cash equivalents
|
$26,483
|
|
R383,443
|
|
R308,258
|
|
R375,782
|
|
R877,136
|
|
R945,381
|
|||
Total assets
|
165,163
|
|
2,391,369
|
|
|
1,993,325
|
|
|
1,906,689
|
|
|
2,378,281
|
|
2,228,608
|
Working capital
|
28,118
|
|
407,109
|
|
|
328,689
|
|
|
340,659
|
|
|
931,696
|
|
996,085
|
Total indebtedness
(1)
|
2,090
|
|
30,262
|
|
|
17,720
|
|
|
19,449
|
|
|
17,477
|
|
20,469
|
Total equity
(2)
|
$120,981
|
|
R1,751,677
|
|
R1,517,181
|
|
R1,442,931
|
|
R1,919,808
|
|
R1,864,572
|
(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,
|
||||||||||||||||||||||
|
2019
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Adjusted EBITDA
|
|
$41,632
|
|
|
|
R602,785
|
|
|
|
R441,866
|
|
|
|
R301,613
|
|
|
|
R277,215
|
|
|
|
R282,994
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net profit on sale of property, plant and equipment and intangible assets
|
40
|
|
|
586
|
|
|
1,264
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Insurance reimbursement
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,237
|
|
||||||
Decrease in restructuring costs provision
|
—
|
|
|
—
|
|
|
741
|
|
|
—
|
|
|
333
|
|
|
—
|
|
||||||
Reversal of impairment
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
791
|
|
|
—
|
|
|
—
|
|
||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Depreciation
(3)
|
(12,672
|
)
|
|
(183,478
|
)
|
|
(151,945
|
)
|
|
(98,508
|
)
|
|
(75,037
|
)
|
|
(61,099
|
)
|
||||||
Amortization
(4)
|
(4,481
|
)
|
|
(64,877
|
)
|
|
(63,926
|
)
|
|
(44,734
|
)
|
|
(47,586
|
)
|
|
(46,294
|
)
|
||||||
Impairment
(5)
|
(64
|
)
|
|
(930
|
)
|
|
(2,696
|
)
|
|
(3,166
|
)
|
|
(4,776
|
)
|
|
(1,646
|
)
|
||||||
Share-based compensation costs
|
(838
|
)
|
|
(12,140
|
)
|
|
(10,352
|
)
|
|
(3,311
|
)
|
|
(5,820
|
)
|
|
(7,578
|
)
|
||||||
Equity-settled share-based compensation costs
|
(838
|
)
|
|
(12,140
|
)
|
|
(9,000
|
)
|
|
(2,247
|
)
|
|
(7,838
|
)
|
|
(5,220
|
)
|
||||||
Cash-settled share-based compensation costs
(6)
|
—
|
|
|
—
|
|
|
(1,352
|
)
|
|
(1,064
|
)
|
|
2,018
|
|
|
(2,358
|
)
|
||||||
Net loss on sale of property, plant and equipment and intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(262
|
)
|
|
(208
|
)
|
|
(456
|
)
|
||||||
Increase in restructuring costs provision
(7)
|
(210
|
)
|
|
(3,034
|
)
|
|
—
|
|
|
(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
|
23,407
|
|
|
338,912
|
|
|
214,952
|
|
|
137,862
|
|
|
139,084
|
|
|
149,861
|
|
||||||
Finance income/(cost) - net
|
96
|
|
|
1,386
|
|
|
(69
|
)
|
|
10,391
|
|
|
150,327
|
|
|
80,778
|
|
||||||
Taxation
|
(9,528
|
)
|
|
(137,962
|
)
|
|
(33,690
|
)
|
|
(26,812
|
)
|
|
(106,920
|
)
|
|
(81,623
|
)
|
||||||
Profit for the year
|
|
$13,975
|
|
|
|
R202,336
|
|
|
|
R181,193
|
|
|
|
R121,441
|
|
|
|
R182,491
|
|
|
|
R149,016
|
|
•
|
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 or the payments of lease liabilities that may represent a reduction in cash available to the Group; 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,
|
||||||||||||||||||||||
|
2019
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Profit attributable to owners of the parent
|
|
$13,975
|
|
|
|
R202,336
|
|
|
|
R181,134
|
|
|
|
R121,458
|
|
|
|
R182,989
|
|
|
|
R149,622
|
|
Net foreign exchange (gains)/losses
|
(26
|
)
|
|
(383
|
)
|
|
5,073
|
|
|
(1,476
|
)
|
|
(144,038
|
)
|
|
(73,525
|
)
|
||||||
IFRS 2 charge on performance share awards
|
353
|
|
|
5,110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Income tax effect on the above components
|
3,272
|
|
|
47,382
|
|
|
(29,403
|
)
|
|
(15,307
|
)
|
|
48,647
|
|
|
25,873
|
|
||||||
Adjusted earnings attributable to owners of the parent
|
|
$17,574
|
|
|
|
R254,445
|
|
|
|
R156,804
|
|
|
|
R104,675
|
|
|
|
R87,598
|
|
|
|
R101,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average number of ordinary shares in issue
|
|
|
|
|
|
|
|
|
|||||||||||||||
Basic (’000)
|
563,578
|
|
|
563,578
|
|
|
561,088
|
|
|
629,626
|
|
|
775,139
|
|
|
789,316
|
|
||||||
Diluted (’000)
|
583,647
|
|
|
583,647
|
|
|
573,981
|
|
|
631,819
|
|
|
783,414
|
|
|
804,385
|
|
•
|
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’ businesses, and regulations impacting our customers’ businesses that may decrease the need for our fleet and mobile asset management solutions;
|
•
|
economic downturn in our customers’ industries;
|
•
|
economic downturn in the geography in which our customers' operate;
|
•
|
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, including a global footprint and ability to service multinationals;
|
•
|
regional geographic expertise, including localized language support, support for applicable government regulations and the ability to comply with local Internet and data privacy 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 use;
|
•
|
relevant industry domain expertise and functionality; and
|
•
|
the financial resources of the vendor.
|
•
|
the effectiveness and reliability of solutions;
|
•
|
fluctuations in fuel and vehicle maintenance costs, which are significant drivers of customer demand for fleet management solutions;
|
•
|
assumptions regarding general mobile workforce inefficiency and the extent to which efficiency can be improved through fleet management solutions;
|
•
|
the level of governmental and regulatory burden on the fields of transportation and occupational health and safety;
|
•
|
the price, performance, features and availability of products and services that compete with ours;
|
•
|
our ability to maintain high levels of customer satisfaction; and
|
•
|
the rate of acceptance of web-based solutions generally.
|
•
|
accepting mobile asset location technologies such as ours as a preferred security product;
|
•
|
providing premium discounts for using location and recovery products and services such as ours; and
|
•
|
mandating the use of our products and services, or similar products and services, for certain vehicles.
|
•
|
lack of familiarity with local markets, including legal and regulatory requirements;
|
•
|
difficulties in finding and maintaining, or potentially replacing, local dealers and distributors;
|
•
|
competing with established local competitors;
|
•
|
laws favoring local competitors;
|
•
|
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;
|
•
|
fluctuations in currency exchange rates or restrictions on currency exchange;
|
•
|
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;
|
•
|
dependence on third parties, including some commercial partners with whom we may not have extensive experience;
|
•
|
increased financial accounting and reporting burdens and complexities;
|
•
|
political, social, and economic instability, terrorist attacks, and security concerns in general;
|
•
|
reduced or varied protection for intellectual property rights in some countries; and
|
•
|
increased exposure and vulnerability to claims that we have infringed on the intellectual property of third parties.
|
•
|
political and economic instability, including higher rates of inflation and currency fluctuations;
|
•
|
higher levels of corruption, including bribery of public officials;
|
•
|
loss due to civil strife, acts of war or terrorism, guerrilla activities and insurrection;
|
•
|
a lack of well-developed legal systems which could make it difficult for us to enforce our intellectual property and contractual rights;
|
•
|
logistical and communications challenges;
|
•
|
potential adverse changes in laws and regulatory practices, including import and export license requirements and restrictions, tariffs, legal structures and tax laws;
|
•
|
difficulties in staffing and managing operations and ensuring the safety of our employees;
|
•
|
restrictions on the right to convert or repatriate currency or export assets;
|
•
|
greater risk of uncollectable accounts and longer collection cycles; and
|
•
|
introduction or changes to indigenization and empowerment programs.
|
•
|
actual or anticipated fluctuations in our financial results or the financial results of our competitors;
|
•
|
loss of existing customers or inability to attract new customers;
|
•
|
actual or anticipated changes in our growth rate;
|
•
|
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;
|
•
|
changes in estimates of our financial results or recommendations by securities analysts;
|
•
|
failure of any of our solutions to achieve or maintain market acceptance;
|
•
|
changes in market valuations of similar companies;
|
•
|
changes in our capital structure, including issuances or repurchases of securities or the incurrence of debt;
|
•
|
announcements by us or our competitors of significant products, technologies, services, contracts, acquisitions, or strategic alliances;
|
•
|
success of competitive products or services;
|
•
|
regulatory developments in South Africa, the United States or other countries;
|
•
|
actual or threatened litigation involving us or our industry;
|
•
|
additions or departures of key personnel;
|
•
|
breaches of security;
|
•
|
general perception of the future of the fleet and mobile asset management market or our solutions;
|
•
|
sales of ADSs or ordinary shares by our shareholders;
|
•
|
ADS price and volume fluctuations attributable to inconsistent trading volume levels of the ADSs; and
|
•
|
changes in general economic, industry, and market conditions.
|
•
|
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;
|
•
|
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 or been satisfied;
|
•
|
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;
|
•
|
the judgement was not obtained by fraudulent means;
|
•
|
the judgement does not involve the enforcement of a penal or revenue law of the foreign state; and
|
•
|
the enforcement of the judgement is not otherwise precluded by the provisions of the South African Protection of Businesses Act of 1978, as amended.
|
•
|
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;
|
•
|
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
|
•
|
we and the depositary may amend or terminate the deposit agreement without the ADS holders’ consent in a manner that could prejudice ADS holders.
|
Country
|
Office location
|
South Africa
|
Midrand, Stellenbosch, Durban, Cape Town and Nelspruit
|
United States
|
Boca Raton, Florida and Houston, Texas
|
United Kingdom
|
Birmingham and Swindon
|
Australia
|
Perth and Brisbane
|
United Arab Emirates
|
Dubai
|
Brazil
|
S
ã
o Paulo
|
Thailand
|
Bangkok
|
Uganda
|
Kampala
|
Romania
|
Bucharest
|
Mexico
|
Mexico City*
|
•
|
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 over 79% of total trucking operational costs per mile in 2017. 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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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 double than that in the United States.
|
•
|
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.
|
•
|
Complying with regulatory mandates
. The growing introduction of stringent occupational health and safety legislation in developing markets is adding pressure to fleet operators, who need to fulfill their duty of care while also complying with laws regulating driving hours, rest time, fuel taxes, etc.
|
•
|
Highly scalable solutions
. Our software solutions are built to scale and support geographically distributed fleets of any size. As of March 31, 2019 we provided services to more than
750,000
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 that 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
|
•
|
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 110 standard reports and the ability for customers to request custom fleet, vehicle and driver reports. We also offer a premium web-based business intelligence engine with enhanced analytics, reporting and data visualization tools for those customers seeking to perform highly granular analyses of large quantities of historical and real-time data and make the data available to customers in the format of their choice.
|
•
|
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, payroll 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 modern, scalable software platform for managing vehicle fleets of all sizes. Fleet management systems provide a wide variety of complex data pertaining to driver behavior and the location, status and operational activity 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 MiX 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 and supports 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 Rovi is electronic logging devices legislation (“ELD”) compliant.
|
◦
|
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 (“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. Mandated ELD legislation in the United States requires truck drivers to log their hours of service electronically. European customers can also use our optional "MiX 3D" service to download and archive digital tachograph data as required by European law. This add-on also accommodates 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. In fiscal year 2019, we further extended this module by introducing MiX Time Entry, enabling the integration of working hour data into payroll systems.
|
◦
|
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. During fiscal year 2019, we extended this module to cater for the execution management needs of transport and logistics companies seeking to improve operational efficiency.
|
◦
|
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 track the progress of these tasks from start to finish.
|
•
|
MiX Asset Manager.
Our portfolio of asset tracking products includes third party hardware products and products developed ourselves. By keeping track of valuable assets including generators, light towers, storage tanks and pumps, our asset management solution allows for increased visibility of corporate assets, resulting in improved asset utilization and reduced loss.
|
•
|
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 Now.
Launched in December 2018, MiX Now is our self-service, plug and play offering for small fleet operators. This easy to use system helps companies monitor and manage the behavior and performance of their vehicles and drivers. Business owners can receive instant notifications or information on their mobile devices or log in from their computer from anywhere in the world, to get all the information they need to save money and improve their business operations.
We currently offer MiX Now in the United States and are evaluating opportunities for expansion into other geographies.
|
•
|
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.
|
•
|
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, MiX Integrate, 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 and 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, BP, Chevron, DHL, G4S, Halliburton, LafargeHolcim, 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 that enable our customers to enhance their drivers’ and passengers’ personal safety, encourage safe driving behavior and protect vehicle investments. 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 a 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 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. In fiscal year 2018, we extended our Hours of Service solution to support the requirements of the ELD legislation, revamped large parts of our back-end database system and completed the development of our new generation hardware platform. Our new generation hardware platforms, the MiX 4000 and MiX 6000, were launched in fiscal year 2019 along with MiX Now (self-service, plug and play offering for light fleet operators), MiX Time Entry (an extension to our MiX Hours of Service solution), MiX Execution Manager (an extension to MiX Journey Management, the MiX Tech Tool and MiX Integrate, our new generation integration platform. This was over and above the continued evolution of our existing products, such as MiX Fleet Manager, MiX Insight Reports, MiX Insight Agility, MiX Hours of Service and our mobile applications, which were all enhanced during the year.
|
•
|
Longstanding, established market position
. We have a 23-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 approximately 120 channel partners outside of South Africa. We are expanding our penetration in attractive geographic regions, such as Brazil and the United States, and continue to expand our network of strategic and sales distribution partners in other regions of the world. In addition to our primary hosted data centers that serve multiple geographies, we also established two hosted data centers 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. We are currently increasing 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 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
|
•
|
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, 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 of 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 more than 130 fleet dealers supporting customers with subscribers in over
120
countries worldwide. These dealers are responsible for sales, marketing, technical support, installation and training of customers in their regions. We operate 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 an extensive network of 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
|
•
|
C&J Energy Services
|
•
|
Chevron
|
•
|
DHL
|
•
|
Eskom
|
•
|
Europcar
|
•
|
G4S
|
•
|
Go Ahead Group
|
•
|
Halliburton
|
•
|
LafargeHolcim
|
•
|
PepsiCo
|
•
|
Schlumberger
|
•
|
Total
|
•
|
Unitrans
|
•
|
A “Time Entry” extension to our Hours of Service solution to support the payroll integration requirements of large customers
|
•
|
The continued revamp of a large part of our back-end database system to reduce costs while supporting scalability and growth.
|
•
|
The release of our new hardware platforms, the MiX 4000 and MiX 6000
|
•
|
The launch of our self-service, plug and play light fleet offering: MiX Now
|
•
|
52 software updates were rolled out in the year, including 13 core web platform updates and 17 mobile application updates, with enhancements and extensions to all major product lines including MiX Fleet Manager, MiX Hours of Service, MiX Insight Reports, MiX Journey Management and our server side database and communications systems.
|
•
|
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,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
South Africa
|
853
|
|
|
840
|
|
|
833
|
|
United States
|
71
|
|
|
58
|
|
|
51
|
|
United Kingdom
|
56
|
|
|
53
|
|
|
56
|
|
United Arab Emirates
|
26
|
|
|
34
|
|
|
47
|
|
Australia
|
37
|
|
|
35
|
|
|
36
|
|
Brazil
|
23
|
|
|
22
|
|
|
17
|
|
Uganda
|
4
|
|
|
4
|
|
|
5
|
|
Romania
|
5
|
|
|
5
|
|
|
10
|
|
Thailand
|
3
|
|
|
3
|
|
|
1
|
|
Total
|
1,078
|
|
|
1,054
|
|
|
1,056
|
|
|
|
|
|
|
|
|||
Full-time
|
989
|
|
|
983
|
|
|
1,032
|
|
Part-time
|
89
|
|
|
71
|
|
|
24
|
|
Total
|
1,078
|
|
|
1,054
|
|
|
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
|
|
Unit C4, Heron Crescent, Century Square, Cape Town, South Africa
|
|
Leased
|
|
2,809
|
|
7/8 Holwood Crescent, La Lucia Ridge, South Africa
|
|
Leased
|
|
6,953
|
|
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
|
|
|
|
Fiscal Year Ended March 31,
|
||||||||||||
|
|
2019
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In thousands, unless otherwise indicated)
|
||||||||||||
Subscription revenue
|
|
|
$116,946
|
|
|
R1,693,245
|
|
R1,434,615
|
|
R1,239,914
|
||||
Subscription revenue growth (%)
|
|
|
|
18.0
|
%
|
|
15.7
|
%
|
|
7.1
|
%
|
|||
Hardware and other revenue
|
|
19,519
|
|
|
282,618
|
|
|
277,867
|
|
|
300,144
|
|
||
Hardware and other revenue growth/(decline) (%)
|
|
|
|
1.7
|
%
|
|
(7.4
|
%)
|
|
(2.2
|
%)
|
|||
Total revenue
|
|
136,465
|
|
|
1,975,863
|
|
|
1,712,482
|
|
|
1,540,058
|
|
||
Total revenue growth (%)
|
|
|
|
15.4
|
%
|
|
11.2
|
%
|
|
5.1
|
%
|
|||
Operating profit
|
|
23,407
|
|
|
338,912
|
|
214,952
|
|
137,862
|
|||||
Operating profit growth/(decline) (%)
|
|
|
|
57.7
|
%
|
|
55.9
|
%
|
|
(0.9
|
%)
|
|||
Operating profit margin (%)
|
|
|
|
17.2
|
%
|
|
12.6
|
%
|
|
9.0
|
%
|
|||
Adjusted EBITDA
(1)
|
|
41,632
|
|
|
|
R602,785
|
|
|
441,866
|
|
301,613
|
|||
Adjusted EBITDA growth (%)
|
|
|
|
36.4
|
%
|
|
46.5
|
%
|
|
8.8
|
%
|
|||
Adjusted EBITDA margin (%)
(1)
|
|
|
|
30.5
|
%
|
|
25.8
|
%
|
|
19.6
|
%
|
|||
Profit for the year
(2)
|
|
13,975
|
|
|
202,336
|
|
181,193
|
|
121,441
|
|||||
Profit for the year growth/(decline) (%)
|
|
|
|
11.7
|
%
|
|
49.2
|
%
|
|
(33.5
|
%)
|
|||
Profit for the year margin (%)
|
|
|
|
10.2
|
%
|
|
10.6
|
%
|
|
7.9
|
%
|
(1)
|
Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS financial measures. See “Item 3A. Selected financial and operating data” for a description of this measure and a reconciliation to profit for the year.
|
(2)
|
Profit for the year includes net foreign exchange gains of R0.4 million, net foreign exchange losses of R5.1 million and net foreign exchange gains of R1.5 million in fiscal years 2019, 2018 and 2017, respectively.
|
|
|
Fiscal Year Ended March 31,
|
||||||||||||||
|
|
2019
|
|
2019
|
|
2018
|
|
2017
|
||||||||
|
|
(In thousands, except basic adjusted earnings per share and subscriber data)
|
||||||||||||||
Subscription revenue
|
|
|
$116,946
|
|
|
|
R1,693,245
|
|
|
|
R1,434,615
|
|
|
|
R1,239,914
|
|
Profit for the year
|
|
13,975
|
|
|
202,336
|
|
|
181,193
|
|
|
121,441
|
|
||||
Adjusted EBITDA
|
|
41,632
|
|
|
602,785
|
|
|
441,866
|
|
|
301,613
|
|
||||
Basic earnings per share ($/R)
|
|
|
$0.02
|
|
|
|
R0.36
|
|
|
|
R0.32
|
|
|
|
R0.19
|
|
Basic adjusted earnings per share ($/R)
|
|
|
$0.03
|
|
|
|
R0.45
|
|
|
|
R0.28
|
|
|
|
R0.17
|
|
Diluted earnings per share ($/R)
|
|
|
$0.02
|
|
|
|
R0.35
|
|
|
|
R0.32
|
|
|
|
R0.19
|
|
Diluted adjusted earnings per share ($/R)
|
|
|
$0.03
|
|
|
|
R0.44
|
|
|
|
R0.27
|
|
|
|
R0.17
|
|
Subscribers
|
|
750,455
|
|
|
750,455
|
|
|
676,866
|
|
|
622,062
|
|
|
|
Fiscal Year Ended March 31,
|
||||||||||||||
|
|
2019
|
|
2019
|
|
2018
|
|
2017
|
||||||||
|
|
(In thousands, except subscriber data)
|
||||||||||||||
Hardware revenue
|
|
|
$16,703
|
|
|
|
R241,837
|
|
|
|
R227,752
|
|
|
|
R222,315
|
|
% movement
|
|
|
|
6.2
|
%
|
|
2.4
|
%
|
|
0.5
|
%
|
|||||
% of total revenue
|
|
|
|
12.2
|
%
|
|
13.3
|
%
|
|
14.4
|
%
|
|||||
Hardware gross margin %
|
|
|
|
47.6
|
%
|
|
50.6
|
%
|
|
53.7
|
%
|
|
|
Fiscal Year Ended March 31,
|
||||||||||||
|
|
2019
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In thousands, unless otherwise indicated)
|
||||||||||||
Subscription revenue
|
|
|
$116,946
|
|
|
R1,693,245
|
|
R1,434,615
|
|
|
R1,239,914
|
|
||
Subscription revenue growth (%)
|
|
|
|
18.0
|
%
|
|
15.7
|
%
|
|
7.1
|
%
|
|||
Total revenue
|
|
136,465
|
|
|
1,975,863
|
|
|
1,712,482
|
|
|
1,540,058
|
|
||
Total revenue growth (%)
|
|
|
|
15.4
|
%
|
|
11.2
|
%
|
|
5.1
|
%
|
|||
Operating expenses
|
|
(67,831
|
)
|
|
(982,116
|
)
|
|
(914,813
|
)
|
|
(903,837
|
)
|
||
Operating expenses growth (%)
|
|
|
|
7.4
|
%
|
|
1.2
|
%
|
|
1.8
|
%
|
|||
Operating profit
|
|
23,407
|
|
|
338,912
|
|
214,952
|
|
137,862
|
|||||
Operating profit growth/(decline) (%)
|
|
|
|
57.7
|
%
|
|
55.9
|
%
|
|
(0.9
|
%)
|
|||
Operating profit margin (%)
|
|
|
|
17.2
|
%
|
|
12.6
|
%
|
|
9.0
|
%
|
|||
Adjusted EBITDA
(1)
|
|
41,632
|
|
|
602,785
|
|
441,866
|
|
301,613
|
|||||
Adjusted EBITDA growth (%)
|
|
|
|
36.4
|
%
|
|
46.5
|
%
|
|
8.8
|
%
|
|||
Adjusted EBITDA margin (%)
(1)
|
|
|
|
30.5
|
%
|
|
25.8
|
%
|
|
19.6
|
%
|
(1)
|
Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS financial measures. See “Item 3A. Selected financial and operating data” for a description of these measures and a reconciliation to operating profit, profit and profit margin for the year.
|
|
For the year ended March 31,
|
||||||||||||||
|
2019
|
|
2019
|
|
2018
|
|
2017
|
||||||||
|
(In thousands, unless otherwise indicated)
|
||||||||||||||
Revenue
|
|
$136,465
|
|
|
|
R1,975,863
|
|
|
|
R1,712,482
|
|
|
|
R1,540,058
|
|
Cost of sales
|
(45,297
|
)
|
|
(655,844
|
)
|
|
(586,963
|
)
|
|
(498,785
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
91,168
|
|
|
1,320,019
|
|
|
1,125,519
|
|
|
1,041,273
|
|
||||
Sales and marketing
|
(13,759
|
)
|
|
(199,209
|
)
|
|
(184,978
|
)
|
|
(181,601
|
)
|
||||
Administration and other charges
(1)
|
(54,002
|
)
|
|
(781,898
|
)
|
|
(725,589
|
)
|
|
(721,810
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
23,407
|
|
|
338,912
|
|
|
214,952
|
|
|
137,862
|
|
||||
Finance income/(costs) - net
|
96
|
|
|
1,386
|
|
|
(69
|
)
|
|
10,391
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Profit before taxation
|
23,503
|
|
|
340,298
|
|
|
214,883
|
|
|
148,253
|
|
||||
Taxation
|
(9,528
|
)
|
|
(137,962
|
)
|
|
(33,690
|
)
|
|
(26,812
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Profit for the year
|
|
$13,975
|
|
|
|
R202,336
|
|
|
|
R181,193
|
|
|
|
R121,441
|
|
|
|
|
|
|
|
|
|
||||||||
Attributable to:
|
|
|
|
|
|
|
|
||||||||
Owners of the parent
|
|
$13,975
|
|
|
202,336
|
|
|
181,134
|
|
|
121,458
|
|
|||
Non-controlling interest
|
#
|
|
|
#
|
|
|
59
|
|
|
(17
|
)
|
||||
|
|
$13,975
|
|
|
|
R202,336
|
|
|
|
R181,193
|
|
|
|
R121,441
|
|
(1)
|
Includes other income/(expenses) – net.
|
|
For the year ended March 31,
|
|||||||||||||
|
2019
|
|
2019
|
|
2018
|
|
% Change
|
|||||||
|
(In thousands, except for percentages)
|
|||||||||||||
Subscription revenue
|
|
$116,946
|
|
|
|
R1,693,245
|
|
|
|
R1,434,615
|
|
|
18.0
|
%
|
Hardware revenue
|
16,703
|
|
|
241,837
|
|
|
227,752
|
|
|
6.2
|
%
|
|||
Driver training, installation and other revenue
|
2,816
|
|
|
40,781
|
|
|
50,115
|
|
|
(18.6
|
%)
|
|||
|
|
$136,465
|
|
|
|
R1,975,863
|
|
|
|
R1,712,482
|
|
|
15.4
|
%
|
•
|
Subscription revenue grew by
R258.6
million, or
18.0%
from fiscal year 2018 to fiscal year 2019. Subscription revenue represented
85.7%
of our total revenue for fiscal year 2019 compared to
83.8%
for the prior year. Our growth in subscription revenue is primarily attributable to both an increase in subscribers, which increased by 10.9% from 676,866 at March 31, 2018, to 750,455 at March 31, 2019 and an increase in ARPU. We again saw ARPU expansion in certain regions such as Brazil and the Americas, where our fleet ARPUs have continued to increase as a result 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. The growth in subscription revenue also increased by R24.8 million or 1.7% as a result of the weaker South African Rand. On a constant currency basis, subscription revenue increased by 16.3% from fiscal year 2018 to fiscal year 2019.
|
•
|
Hardware revenue increased by
R14.1
million, or
6.2%
, from fiscal year 2018 to fiscal year 2019. The increase in hardware revenues in fiscal year 2019 mainly resulted from the Middle East and Australasia segment where hardware revenue was R16.6 million higher in fiscal year 2019 than in fiscal year 2018 and the Americas segment where hardware revenue was R13.4 million higher in fiscal year 2019 than in fiscal year 2018. This was offset by lower hardware revenue of R8.8 million from the Africa segment and R7.4 million from the European segment.
|
•
|
Driver training, installation and other revenue declined by
R9.3
million, or
18.6%
, from fiscal year 2018 to fiscal year 2019. The decrease is primarily related to a decline in driver training revenue of R10.4 million in the Americas segment.
|
|
|
For the Year Ended March 31,
|
||||||||||||||||||||||
|
|
2019
|
|
2019
|
|
2018
|
|
2019
|
|
2019
|
|
2018
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||
|
|
Total Revenue
|
|
Subscription Revenue
|
||||||||||||||||||||
Africa
|
|
|
$72,133
|
|
|
|
R1,044,406
|
|
|
|
R957,478
|
|
|
|
$66,951
|
|
|
|
R969,377
|
|
|
|
R872,646
|
|
Americas
|
|
22,720
|
|
|
328,963
|
|
|
227,605
|
|
|
20,207
|
|
|
292,577
|
|
|
194,890
|
|
||||||
Middle East and Australasia
|
|
22,342
|
|
|
323,494
|
|
|
278,665
|
|
|
15,610
|
|
|
226,020
|
|
|
200,241
|
|
||||||
Europe
|
|
14,487
|
|
|
209,757
|
|
|
193,260
|
|
|
9,706
|
|
|
140,539
|
|
|
115,199
|
|
||||||
Brazil
|
|
4,725
|
|
|
68,408
|
|
|
54,430
|
|
|
4,419
|
|
|
63,987
|
|
|
50,735
|
|
||||||
CSO
|
|
58
|
|
|
835
|
|
|
1,044
|
|
|
51
|
|
|
745
|
|
|
904
|
|
||||||
Total
|
|
|
$136,465
|
|
|
|
R1,975,863
|
|
|
|
R1,712,482
|
|
|
|
$116,944
|
|
|
|
R1,693,245
|
|
|
|
R1,434,615
|
|
|
For the year ended March 31,
|
||||||||||
|
2019
|
|
2019
|
|
2018
|
||||||
|
(In thousands, except for percentages)
|
||||||||||
Cost of sales
|
|
$45,297
|
|
|
|
R655,844
|
|
|
|
R586,963
|
|
Gross profit margin
|
66.8
|
%
|
|
66.8
|
%
|
|
65.7
|
%
|
|||
Gross profit margin - subscription
|
70.9
|
%
|
|
70.9
|
%
|
|
70.1
|
%
|
|||
Gross profit margin - hardware
|
47.6
|
%
|
|
47.6
|
%
|
|
50.6
|
%
|
|
|
For the year ended March 31,
|
||||||
|
2019
|
|
2019
|
|
2018
|
|||
|
(In thousands, except for percentages)
|
|||||||
Taxation
|
$9,528
|
|
R137,962
|
|
R33,690
|
|||
Effective tax rate
|
40.5
|
%
|
|
40.5
|
%
|
|
15.7
|
%
|
•
|
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.
|
•
|
Fixed payments, including in-substance fixed payments;
|
•
|
Variable lease payments that depend on an index or a rate, initially measured using the index or rate at the commencement date;
|
•
|
Amounts expected to be payable under a residual value guarantee; and
|
•
|
The exercise price under a purchase option that we are reasonably certain to exercise, lease payments in an optional renewal period if we are reasonably certain to exercise an extension option, and penalties for early termination of a lease unless we are reasonably certain not to terminate early.
|
–
|
Capitalized commission asset with a net book value of R45.3 million; and
|
–
|
Additional recurring commission liability of R6.9 million.
|
–
|
Right-of-use asset with a net book value of R30.6 million; and
|
–
|
Lease liability (net of accruals/prepayments already recognized) of R32.6 million.
|
IFRS 9 Assets
|
(R3.2 million)
|
Trade and other receivables
|
(R3.2 million)
|
|
|
IFRS 15 Assets
|
R46.5 million
|
Capitalized commission assets
|
R45.3 million
|
Trade and other receivables
(1)
|
R1.2 million
|
|
|
IFRS 16 Assets
|
R29.9 million
|
Property, plant and equipment
|
R30.6 million
|
Trade and other receivables
(2)
|
(R0.7 million)
|
|
|
Total Assets
|
R73.2 million
|
|
|
IFRS 15 Liabilities
|
R8.7 million
|
Recurring commission liability (non-current)
|
R4.0 million
|
Trade and other payables
(3)
|
R4.7 million
|
|
|
IFRS 16 Liabilities
|
R31.9 million
|
Capitalized lease liability (non-current)
|
R23.3 million
|
Capitalized lease liability (current)
|
R8.8 million
|
Trade and other payables
(2)
|
(R0.2 million)
|
|
|
Deferred tax liabilities
|
R7.9 million
|
|
|
Total liabilities
|
R48.5 million
|
|
|
Net increase in retained income
|
R24.7 million
|
|
|
Fiscal Year Ended March 31,
|
||||||||||||||
|
|
2019
|
|
2019
|
|
2018
|
|
2017
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Cash generated from operating activities
|
|
|
$32,036
|
|
|
|
R463,846
|
|
|
|
R353,208
|
|
|
|
R323,571
|
|
Cash used in investing activities
|
|
(19,511
|
)
|
|
(282,495
|
)
|
|
(342,135
|
)
|
|
(292,894
|
)
|
||||
Cash used in financing activities
|
|
(9,577
|
)
|
|
(138,677
|
)
|
|
(62,494
|
)
|
|
(519,576
|
)
|
||||
Effects of exchange rate gains/(losses) on cash
|
|
1,379
|
|
|
19,969
|
|
|
(14,374
|
)
|
|
(15,530
|
)
|
||||
Net increase/(decrease) in cash and cash equivalents
|
|
|
$4,327
|
|
|
|
R62,643
|
|
|
|
(R65,795
|
)
|
|
|
(R504,429
|
)
|
|
|
Fiscal Year Ended March 31,
|
||||||||||
|
|
2019
|
|
2019
|
|
2018
|
||||||
|
|
(In thousands)
|
||||||||||
Cash and cash equivalents, net of overdrafts
|
|
|
$24,393
|
|
|
|
R353,181
|
|
|
|
R290,538
|
|
|
|
For the Quarter Ended,
|
||||||||||||||||||||||
|
|
Mar 31, 2019
|
|
Dec 31, 2018
|
|
Sep 30, 2018
|
|
Jun 30, 2018
|
|
Mar 31, 2018
|
|
Dec 31, 2017
|
|
Sep 30, 2017
|
|
Jun 30, 2017
|
||||||||
Subscription Revenue (R’000)
|
|
443,791
|
|
|
438,913
|
|
|
420,152
|
|
|
390,389
|
|
|
373,623
|
|
|
376,364
|
|
|
349,262
|
|
|
335,367
|
|
Subscribers
|
|
750,455
|
|
|
736,085
|
|
|
714,011
|
|
|
691,922
|
|
|
676,866
|
|
|
664,816
|
|
|
640,158
|
|
|
625,602
|
|
|
|
Total
|
|
Less than
1 Year
|
|
1 – 3
Years
|
|
3 – 5
Years
|
|
More
than 5
Years
|
||||||||
|
|
(In thousands)
|
||||||||||||||||
Approved and committed capital commitments
|
|
|
R58,341
|
|
|
|
R58,341
|
|
|
|
R—
|
|
|
—
|
|
|
—
|
|
Outstanding purchase obligations
|
|
59,426
|
|
|
57,687
|
|
|
1,739
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
R117,767
|
|
R116,028
|
|
R1,739
|
|
—
|
|
|
—
|
|
Name
|
|
Age
|
|
Position
|
Senior Management
|
|
|
|
|
Stefan Joselowitz
|
|
60
|
|
President and Chief Executive Officer / Director
|
Paul Dell
(1)
|
|
37
|
|
Interim Chief Financial Officer / Director
|
John Granara
(2)
|
|
51
|
|
Chief Financial Officer / Executive Vice President / Director
|
Charles Tasker
|
|
55
|
|
Chief Operating Officer / Director
|
Catherine Lewis
|
|
44
|
|
Executive Vice President — Technology
|
Gert Pretorius
|
|
51
|
|
Executive Vice President — Africa
|
|
|
|
|
|
Non-Executive Directors
|
|
|
|
|
Robin Frew
|
|
59
|
|
Chairperson
|
Fikile Futwa
|
|
42
|
|
Director
|
Richard Bruyns
|
|
66
|
|
Director
|
Fundiswa Roji-Maplanka
|
|
43
|
|
Director
|
Ian Jacobs
|
|
42
|
|
Director
|
Anthony Welton
|
|
71
|
|
Director
|
(1)
|
Paul Dell relinquished his position as Interim Chief Financial Officer and resigned as a Director of MiX upon the appointment of John Granara as Chief Financial Officer, Executive Vice President and Director on July 8, 2019.
|
(2)
|
John Granara was appointed as Chief Financial Officer, Executive Vice President and Director of MiX on July 8, 2019. His appointment is to be confirmed by shareholders at our annual general meeting to be held on September 11, 2019.
|
|
|
Annual Fee
|
||
Description
|
|
(In thousands)
|
||
Director’s fee
|
|
|
R330
|
|
Audit and Risk Committee member *
|
|
170
|
|
|
Nominations and Remuneration Committee member *
|
|
70
|
|
|
Social and Ethics Committee member *
|
|
55
|
|
|
Chairman of the Board *
|
|
360
|
|
|
Lead Independent Director *
|
|
240
|
|
|
Chairman of the Audit and Risk Committee **
|
|
240
|
|
|
Chairman of the Nominations and Remuneration Committee **
|
|
105
|
|
|
Chairman of the Social and Ethics Committee **
|
|
100
|
|
|
Fiscal Year ended March 31,
|
||||||
|
2019
|
|
2019
|
||||
Non-Executive Directors
|
(In thousands)
|
||||||
Richard Bruyns
(1)
|
|
$62
|
|
|
|
R900
|
|
Enos Banda
(2)
|
9
|
|
|
130
|
|
||
Fikile Futwa
(1) (3)
|
26
|
|
|
371
|
|
||
Robin Frew
(1)
|
52
|
|
|
760
|
|
||
Ian Jacobs
|
28
|
|
|
400
|
|
||
Anthony Welton
|
43
|
|
|
625
|
|
||
Fundiswa Roji-Maplanka
|
41
|
|
|
600
|
|
||
Sub-total
|
261
|
|
|
3,786
|
|
||
Value-added tax
(1)
|
21
|
|
|
305
|
|
||
Total
|
|
$282
|
|
|
|
R4,091
|
|
(1)
|
Value-added tax included as part of certain invoices received. Directors’ fees shown exclude value-added tax.
|
(2)
|
Resigned from the Board with effect from July 4, 2018.
|
(3)
|
Appointed to the Board with effect from July 4, 2018.
|
•
|
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:
|
•
|
Incentive plans, 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 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, health insurance and other fringe benefits.
|
(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.
|
Share options
|
|
September 10,
2014 |
|
Total
|
||
|
|
(In thousands)
|
||||
Stefan Joselowitz
(1)
|
|
—
|
|
|
—
|
|
Charles Tasker
(1)
|
|
1,500
|
|
|
1,500
|
|
Gert Pretorius
|
|
1,000
|
|
|
1,000
|
|
Catherine Lewis
|
|
1,000
|
|
|
1,000
|
|
|
|
3,500
|
|
|
3,500
|
|
Option strike price (cents per share)
|
|
411
|
|
|
|
|
JSE share price on grant date (cents per share)
|
|
411
|
|
|
|
|
Expiry date
|
|
September 10, 2020
|
|
|
|
|
Performance conditions
|
|
|
|
|
||
Minimum shareholder return of
|
|
10
|
%
|
|
|
SARs
|
|
August 31,
2015 |
May 30,
2016
|
November 24,
2016
|
May 30,
2017 |
|
Total
|
|||||
|
|
(In thousands)
|
||||||||||
Stefan Joselowitz
(1)
|
|
1,000
|
|
1,000
|
|
—
|
|
1,100
|
|
|
3,100
|
|
Charles Tasker
(1)
|
|
750
|
|
750
|
|
875
|
|
1,100
|
|
|
3,475
|
|
Paul Dell
(1)
|
|
200
|
|
200
|
|
875
|
|
1,100
|
|
|
2,375
|
|
Gert Pretorius
|
|
500
|
|
500
|
|
875
|
|
1,100
|
|
|
2,975
|
|
Catherine Lewis
|
|
500
|
|
500
|
|
875
|
|
1,100
|
|
|
2,975
|
|
|
|
2,950
|
|
2,950
|
|
3,500
|
|
5,500
|
|
|
14,900
|
|
Award price (cents per share)
|
|
313
|
|
294
|
|
328
|
|
346
|
|
|
|
|
Expiry date
|
|
August 31, 2021
|
|
May 30, 2022
|
|
November 24, 2022
|
|
May 30, 2023
|
|
|
|
|
Performance conditions
|
|
|
|
|
|
|
|
|||||
Minimum shareholder return of
|
|
10
|
%
|
10
|
%
|
10
|
%
|
10
|
%
|
|
|
Performance shares
|
|
November 5,
2018 |
|
Total
|
||
|
|
(In thousands)
|
||||
Stefan Joselowitz
(1)
|
|
400
|
|
|
400
|
|
Charles Tasker
(1)
|
|
400
|
|
|
400
|
|
Paul Dell
(1)
|
|
200
|
|
|
200
|
|
Gert Pretorius
|
|
400
|
|
|
400
|
|
Catherine Lewis
|
|
400
|
|
|
400
|
|
|
|
1,800
|
|
|
1,800
|
|
JSE share price on grant date (cents per share)
|
|
1,000
|
|
|
|
|
Expiry date (estimated)
|
|
June 14, 2020
|
|
|
|
|
Performance conditions
|
|
R'million
|
|
|
|
|
The following two constant currency targets both need to be met for the performance share awards to vest:
|
|
|
|
|
||
Cumulative subscription revenue for fiscal years 2019 and 2020
|
|
3,588
|
|
|
|
|
Cumulative Adjusted EBITDA for fiscal years 2019 and 2020
|
|
1,322
|
|
|
|
|
The targets have been derived using an average forecast exchange rate of R13.8000 per $1.00
|
|
|
|
|
•
|
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 $536,954.
|
•
|
John Granara
. John Granara is paid an annual cost to company salary package of $350,000.
|
•
|
Charles Tasker
. Charles Tasker is paid an annual cost to company salary package of $423,300.
|
•
|
Gert Pretorius
. Gert Pretorius is paid an annual cost to company salary package of R3,809,584 ($263,113).
|
•
|
Catherine Lewis
. Catherine Lewis is paid an annual cost to company salary package of R3,161,117 ($218,326).
|
•
|
Paul Dell.
Paul Dell
is paid an annual cost to company salary package of $210,000.
|
•
|
advance expenses to a director, or directly or indirectly indemnify a director for expenses in respect of the defense of legal proceedings arising out of the director’s service to the company, as set forth in Section 78(4) of the Companies Act of South Africa;
|
•
|
indemnify a director in respect of liability arising from the conduct of the director as set forth in Section 78(5) of the Companies Act; and
|
•
|
purchase insurance to protect the company 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
|
|
2020
|
Anthony Welton
(1)
|
|
February 2008
|
|
2019
|
Fikile Futwa
(2)
|
|
July 2018
|
|
2021
|
Fundiswa Roji-Maplanka
(3)
|
|
October 2017
|
|
2019*
|
Robin Frew
|
|
January 1996
|
|
2019*
|
Ian Jacobs
|
|
June 2016
|
|
2020
|
|
|
|
|
|
Executive Director
|
|
|
|
|
Stefan Joselowitz
|
|
January 1996
|
|
Indefinite
|
John Granara
(4)
|
|
July 2019
|
|
Indefinite
|
Charles Tasker
|
|
August 2007
|
|
Indefinite
|
*
|
Proposed re-election to be approved by shareholders at our annual general meeting to be held on September 11, 2019.
|
(1)
|
As Anthony Welton, who was due to stand for re-election at our upcoming annual general meeting, informed us of his intention to retire from the Board and its committees as an independent non-executive director on September 30, 2019, he will not offer himself for re-election, but will remain a member of the Board and its committees until September 30, 2019.
|
(2)
|
Appointment confirmed by shareholders at our annual general meeting held on September 26, 2018. As Anthony Welton, who was due to stand for re-election at our upcoming annual general meeting, informed us of his intention to retire on September 30, 2019, Fundiswa Roji-Maplanka has offered herself for re-election to ensure that the Company complies with the Memorandum of Incorporation's requirement that one-third of the non-executive directors be elected each year. Had Fundiswa Roji-Maplanka not offered herself for re-election, her original term would have expired in 2020. Upon the retirement of Anthony Welton, Fundiswa Roji-Maplanka is also expected to be elected as the Chairperson of the Audit and Risk Committee and to relinquish her Chairpersonship of the Social and Ethics Committee.
|
(3)
|
Appointment confirmed by shareholders at our annual general meeting held on September 26, 2018. Upon the retirement of Anthony Welton, it is expected that Fikile Futwa will be appointed as the Chairperson of the Social and Ethics Committee in the event that Fundiswa Roji-Maplanka is appointed as the Chairperson of the Audit and Risk Committee and relinquishes her Chairpersonship of the Social and Ethics Committee.
|
(4)
|
John Granara was appointed as Chief Financial Officer, Executive Vice President and Director of MiX on July 8, 2019. His appointment is to be confirmed by shareholders at our annual general meeting to be held on September 11, 2019.
|
•
|
reviewing internal control systems developed by management;
|
•
|
evaluating the effectiveness of the internal audit process in terms of its scope, execution, coverage, independence, skills, performance and position within the organization;
|
•
|
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;
|
•
|
annually recommending the appointment of a registered and independent external auditor and determining the scope of engagement, fees and considering their independence;
|
•
|
overseeing the financial reporting process and reviewing the quarterly results announcements, interim financial statements, annual financial statements, the annual report, 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;
|
•
|
reviewing processes to ensure that reliable and efficient risk management strategies (including a combined assurance model), policies and risk insurance programs are in place; and
|
•
|
reviewing the process for monitoring compliance with laws and regulations, including the King IV Report on Corporate Governance in South Africa.
|
•
|
overseeing that the Company’s remuneration strategy is market-related, competitive and business relevant in order to attract, retain and motivate diverse talent required to drive the desired behavior;
|
•
|
reviewing and approving the Company’s Remuneration Policy and Implementation Report, based on principles of fair, responsible and transparent remuneration and as required by the King IV Report on Corporate Governance in South Africa;
|
•
|
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 Broad-Based Black Economic Empowerment 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 Labor Organization Protocol on decent work and working conditions, our employment relationships and our contribution toward the educational development of our employees.
|
|
As of March 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
South Africa
|
853
|
|
|
840
|
|
|
833
|
|
United States
|
71
|
|
|
58
|
|
|
51
|
|
United Kingdom
|
56
|
|
|
53
|
|
|
56
|
|
United Arab Emirates
|
26
|
|
|
34
|
|
|
47
|
|
Australia
|
37
|
|
|
35
|
|
|
36
|
|
Brazil
|
23
|
|
|
22
|
|
|
17
|
|
Uganda
|
4
|
|
|
4
|
|
|
5
|
|
Romania
|
5
|
|
|
5
|
|
|
10
|
|
Thailand
|
3
|
|
|
3
|
|
|
1
|
|
Total
|
1,078
|
|
|
1,054
|
|
|
1,056
|
|
|
|
|
|
|
|
|||
Full-time
|
989
|
|
|
983
|
|
|
1,032
|
|
Part-time
|
89
|
|
|
71
|
|
|
24
|
|
Total
|
1,078
|
|
|
1,054
|
|
|
1,056
|
|
|
|
July 5, 2019
|
||||
|
|
Number of ordinary shares beneficially owned (In thousands)
|
|
Percentage of beneficial ownership
|
||
Non-executive
|
|
|
|
|
||
Richard Bruyns
(1)
|
|
3,697
|
|
|
*
|
|
Fikile Futwa
|
|
—
|
|
|
—
|
|
Robin Frew
(2)
|
|
87,268
|
|
|
15.5
|
%
|
Anthony Welton
(3)
|
|
—
|
|
|
—
|
|
Fundiswa Roji-Maplanka
|
|
—
|
|
|
—
|
|
Ian Jacobs
(4)
|
|
14,537
|
|
|
2.6
|
%
|
Executive
|
|
|
|
|
||
Stefan Joselowitz
(5)
|
|
18,092
|
|
|
3.2
|
%
|
Charles Tasker
(6)
|
|
4,032
|
|
|
*
|
|
Gert Pretorius
(7)
|
|
1,440
|
|
|
*
|
|
Catherine Lewis
(8)
|
|
2,275
|
|
|
*
|
|
Paul Dell
|
|
1
|
|
|
*
|
|
All directors and executive officers as a group
(9)
|
|
131,341
|
|
|
23.4
|
%
|
(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. Includes 2,637,040 ordinary shares held by Thynk Capital Proprietary Limited (“Thynk”). Thynk is now wholly owned by Robin Frew and he is also the sole director and therefore has full voting and investment power over the shares owned by Thynk. Includes 23,420,480 ordinary shares previously held in GAF Trust, a long-time shareholder of the Company. The trustees decided to unwind the trust, in which Robin Frew previously disclaimed beneficial ownership as he was a discretionary beneficiary but not a trustee. As part of this process, on May 28, 2019 the GAF Trust distributed its ownership of MiX Telematics shares to its underlying beneficiaries. Robin Frew, is one of these beneficiaries and received 23,420,480 ordinary shares in this off-market distribution. Excludes 46,840,960 ordinary shares owned by Robin Frew's family members who were also beneficiaries of The GAF Trust's distribution, as to which he disclaims beneficial ownership.
|
(3)
|
Excludes 235,000 ordinary shares owned by Anthony Welton’s spouse, as to which he disclaims beneficial ownership.
|
(4)
|
Includes 571,837 ADSs translating to 14,295,925 ordinary shares held by 402 Fund LP, over which Ian Jacobs has voting power.
|
(5)
|
Stefan Joselowitz in terms of the previously announced Rule 10b5-1 Trading Plan under the Securities Exchange Act of 1934, as amended, sold the aggregate of 230,000 ADS (equivalent to 5,750,000 ordinary shares) on April 1, 2019, April 2, 2019, May 1, 2019, May 2, 2019, May 3, 2019, June 3, 2019, June 4, 2019, June 5, 2019 and July 1, 2019. This concludes the sale of the 350,000 ADSs under the plan.
|
(6)
|
Includes options to purchase 1,125,000 ordinary shares that are currently or will be exercisable within 60 days after July 5, 2019, provided that the performance conditions in respect of minimum shareholder return have been met. Excludes 2,428,154 shares held by his spouse, to which Charles Tasker disclaims beneficial ownership.
|
(7)
|
Includes options to purchase 750,000 ordinary shares that are currently or will be exercisable within 60 days after July 5, 2019, provided that the performance conditions in respect of minimum shareholder return have been met.
|
(8)
|
Includes options to purchase 750,000 ordinary shares that are currently or will be exercisable within 60 days after July 5, 2019, provided that the performance conditions in respect of minimum shareholder return have been met.
|
(9)
|
Includes options to purchase 2,625,000 ordinary shares that are currently or will be exercisable within 60 days after July 5, 2019, 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)
|
||
Masalini Capital Proprietary Limited
(3)
|
|
60,410,880
|
|
|
10.0
|
%
|
MiX Telematics Investments Proprietary Limited
(4)
|
|
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 602,470,584 ordinary shares issued and outstanding as of July 5, 2019.
|
(3)
|
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.
|
•
|
Agreement of Lease, dated October 2, 2007, between Thynk Industrial One Proprietary Limited and Matrix Vehicle Tracking Proprietary Limited (now MiX Telematics Africa Proprietary Limited) and the addendums thereto, the last of which took effect on April 1, 2017
(Exhibit numbers 4.3 and 4.12)
|
•
|
Updated Terms and Conditions of Employment of Stefan Joselowitz, dated November 18, 2008
(Exhibit number 4.4)
|
•
|
Standard Terms and Conditions of Employment, effective October 1, 2016, between the Company and Gert Pretorius
(Exhibit number 4.5)
|
•
|
Restraint of Trade, dated January 1, 2012, between the Company and Gert Pretorius
(Exhibit number 4.6)
|
•
|
Standard Terms and Conditions of Employment, dated December 1, 2013, between the Company and Catherine Lewis
(Exhibit number 4.11)
|
•
|
Executive Employment Agreement entered into between the Company and Paul Dell, dated February 22, 2017
(Exhibit number 4.14)
|
•
|
Restraint of Trade entered into between the Company and Paul Dell, dated February 22, 2017
(Exhibit number 4.15)
|
•
|
Updated Terms and Conditions of Employment, effective April 1, 2017, between the Company and Charles Tasker
(Exhibit number 4.16)
|
•
|
Executive Employment Agreement entered into between the Company and John Granara, effective July 8, 2019
(Exhibit number 4.19)
|
•
|
Facility Letter, effective July 23, 2018, between The Standard Bank of South Africa Limited and the Company
(Exhibit number 4.7)
|
•
|
Facility Letter, dated March 25, 2013, between Nedbank Limited and MiX Telematics Africa Proprietary Limited
(Exhibit number 4.8)
|
•
|
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 an addendum effective July 10, 2012
(Exhibit number 4.9)
|
•
|
Agreement, effective October 1, 2017, between MiX Telematics Africa Proprietary Limited (“MiX Africa”) and Super Group Trading Proprietary Limited (“Super Group”)
(Exhibit number 4.10).
|
•
|
AWS Customer Agreement, effective October 1, 2014, between Amazon Web Services, Inc. (“AWS”) and MiX Telematics International Proprietary Limited (“MiX International”)
(Exhibit number 4.17).
|
•
|
Sale of Property Agreement, signed on December 5, 2018, between MiX Telematics Enterprise SA Proprietary Limited ("MiX Enterprise") and TPF Investments Proprietary Limited ("TPF Investments")
(Exhibit number 4.18).
|
•
|
Transfers of up to R3 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 R3 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 CGT rate
|
|||
|
|
(%)
|
|
(%)
|
|
(%)
|
|||
Individuals
|
|
40.0
|
|
|
0 – 45.0
|
|
|
0 – 18.0
|
|
Trusts
|
|
|
|
|
|
|
|||
Special
|
|
40.0
|
|
|
0 – 45.0
|
|
|
0 – 18.0
|
|
Other
|
|
80.0
|
|
|
45.0
|
|
|
36.0
|
|
Life assurers
|
|
|
|
|
|
|
|||
Individual policyholder fund
|
|
40.0
|
|
|
30.0
|
|
|
12.0
|
|
Company policyholder fund
|
|
80.0
|
|
|
28.0
|
|
|
22.4
|
|
Risk policy or Corporate fund
|
|
80.0
|
|
|
28.0
|
|
|
22.4
|
|
Untaxed policyholder fund
|
|
—
|
|
|
—
|
|
|
—
|
|
Most companies
|
|
80.0
|
|
|
28.0
|
|
|
22.4
|
|
Permanent establishments (branches) of non-resident companies
|
|
80.0
|
|
|
28.0
|
|
|
22.4
|
|
Collective investment schemes
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
ordinarily resident in South Africa at the time of death, in respect of his or her worldwide estate;
|
•
|
not ordinarily resident in South Africa at the time of death, in respect of his or her assets situated in South Africa.
|
•
|
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 U.S. federal income tax purposes is not the U.S. Dollar;
|
•
|
entities classified as partnerships for U.S. 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 for U.S federal income tax purposes, 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 U.S. 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
|
•
|
restricting access to certain financial systems, records, and data in the Africa operating segment to appropriate users; and
|
•
|
the maintenance of appropriate segregation of duties in the same operating segment, predominantly resulting in inappropriate access being granted to certain information technology (“IT”) and finance end-user personnel on those same systems without appropriate monitoring controls in place.
|
•
|
Improving the design, operation and monitoring of control activities and procedures associated with user, restricted user and administrator access and appropriate segregation of duties to the affected IT systems, including both preventive and detective control activities; and
|
•
|
Removing segregation of duties conflicts within financial systems, or where removal is impossible or impractical, implementing additional internal controls to prevent and detect misuse of incompatible duties.
|
|
|
2019
|
|
2019
|
|
2018
|
||||||
|
|
(In thousands)
|
||||||||||
Audit fees
(1)
|
|
|
$778
|
|
|
|
R11,259
|
|
|
|
R12,076
|
|
Tax fees
(2)
|
|
83
|
|
|
1,206
|
|
|
730
|
|
|||
All other fees
(3)
|
|
1
|
|
|
20
|
|
|
167
|
|
|||
Total
(4)
|
|
|
$862
|
|
|
|
R12,485
|
|
|
|
R12,973
|
|
(1)
|
In fiscal year 2019, audit fees include R0.3 million (2018: R2.2 million) in respect of fees paid to PricewaterhouseCoopers Inc. and the balance relates to Deloitte & Touche.
|
(2)
|
In fiscal year 2018, tax fees includes R0.2 million in respect of fees paid to PricewaterhouseCoopers Inc. and the balance relates to Deloitte & Touche.
|
(3)
|
In fiscal year 2018, other fees includes R0.1 million in respect of fees paid to PricewaterhouseCoopers Inc. and the balance relates to Deloitte & Touche.
|
(4)
|
In respect of our Audit and Risk Committee approval process, all of the non-audit and audit fees paid to Deloitte & Touche and PricewaterhouseCoopers Inc. have been pre-approved by the Audit and Risk Committee.
|
Period
|
|
Total number of shares repurchased
|
|
|
Average price paid per share
(1)
R
|
|
|
Shares canceled under the share repurchase program
|
|
|
Total value of shares purchased as part of publicly announced program
R
|
|
|
Maximum value of shares that may yet be purchased under the program
R
|
|
Month
|
|
|
|
|
|
|
|
|
|
|
|||||
June 2017
|
|
5,015,660
|
|
|
3.72
|
|
|
5,015,660
|
|
|
18,666,376
|
|
|
251,333,624
|
|
|
|
5,015,660
|
|
|
|
|
5,015,660
|
|
|
18,666,376
|
|
|
251,333,624
|
|
Period
|
|
Total number of shares repurchased
|
|
|
Average price paid per share
(1)
R
|
|
|
Shares canceled under the share repurchase program
|
|
|
Total value of shares purchased as part of publicly announced program
R
|
|
|
Maximum value of shares that may yet be purchased under the program
R
|
|
Month
|
|
|
|
|
|
|
|
|
|
|
|||||
October 2018
|
|
9,157,695
|
|
|
8.03
|
|
|
9,157,695
|
|
|
73,548,290
|
|
|
177,786,334
|
|
|
|
9,157,695
|
|
|
|
|
9,157,695
|
|
|
73,548,290
|
|
|
177,786,334
|
|
•
|
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 IV.
|
•
|
The NYSE Listing Standards require United States listed companies to have an audit committee composed of at least three independent directors. An FPI 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
|
•
|
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. The JSE Listings Requirements and King IV require the Company’s remuneration policy and remuneration implementation report to be tabled every year for separate non-binding advisory votes by shareholders at the annual general meeting. In the event that either the remuneration policy or remuneration implementation report is voted against by shareholders exercising 25% or more of the voting rights exercised, the Company must engage with dissenting shareholders in order to ascertain the reasons therefor and to address all legitimate and reasonable objections and concerns.
|
•
|
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: Deloitte & Touche
|
|
|
Report of Independent Registered Public Accounting Firm: PricewaterhouseCoopers Inc.
|
|
|
Statement of Financial Position at March 31, 2019 and March 31, 2018
|
|
*
|
Income Statement for the years ended March 31, 2019, March 31, 2018 and March 31, 2017
|
|
*
|
Statement of Comprehensive Income for the years ended March 31, 2019, March 31, 2018 and March 31, 2017
|
|
*
|
Statement of Changes in Equity for the years ended March 31, 2019, March 31, 2018 and March 31, 2017
|
|
*
|
Statement of Cash Flows for the years ended March 31, 2019, March 31, 2018 and March 31, 2017
|
|
*
|
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††
|
|
Standard Terms and Conditions of Employment, effective October 1, 2016, between the Company and Gert Pretorius
|
4.6**
|
|
Restraint of Trade, dated January 1, 2012, between the Company and Gert Pretorius
|
4.7
|
|
|
4.8**
|
|
Facility Letter, dated March 25, 2013, between Nedbank Limited and MiX Telematics Africa Proprietary Limited
|
4.9†***
|
|
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
|
4.10†#†††
|
|
Agreement, effective October 1, 2017, between MiX Telematics Africa Proprietary Limited and Super Group Trading Proprietary Limited
|
4.11**
|
|
Standard Terms and Conditions of Employment, dated December 1, 2013, between the Company and Catherine Lewis
|
4.12†††
|
|
Addendum to Agreement of Lease, effective April 1, 2017, between Thynk Property Fund Proprietary Limited and MiX Telematics Africa Proprietary Limited
|
4.13****
|
|
MiX Telematics Limited Long-Term Incentive Plan
|
4.14††
|
|
Executive Employment Agreement, dated February 22, 2017, between the Company and Paul Dell
|
4.15††
|
|
Restraint of Trade Agreement, dated February 22, 2017, between the Company and Paul Dell
|
4.16††
|
|
Updated Terms and Conditions of Employment, effective April 1, 2017, between the Company and Charles Tasker
|
4.17††
|
|
AWS Customer Agreement, effective October 1, 2014, between Amazon Web Services, Inc. and MiX Telematics International Proprietary Limited
|
4.18
|
|
|
4.19
|
|
|
8.1
|
|
|
12.1
|
|
|
12.2
|
|
|
13.1
|
|
|
15.1
|
|
|
15.2
|
|
|
99.1
|
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
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.
|
†
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
|
††
|
Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the year ended March 31, 2017 filed on July 14, 2017 (File No. 001-36027).
|
†††
|
Incorporated by reference to the Registrant’s Annual Report on Form 20-F for the year ended March 31, 2018 filed on July 2, 2018 (File No. 001-36027).
|
#
|
Certain locations of recovery teams, other operating details relating to the recovery teams and pricing terms contained in the agreement and within Annexure A (Services to be provided by the Contractor), Annexure D (Permitted clients of the Contractor) and Annexure E.1 (Helicopter Services) have been amended since the original execution of this agreement. The amended agreement and annexures do not contain information material to an investment or voting decision and such information is not otherwise disclosed in this exhibit or the Form 20-F. Accordingly, the amended agreement and annexures have been omitted. The Registrant hereby undertakes to furnish supplemental copies of the omitted agreement and annexures to the Securities and Exchange Commission or its staff upon request.
|
PRIVATE AND CONFIDENTIAL
The Directors
Mix Telematics Limited
P O Box 12326
Vorna Valley
1686
|
|
Exhibit 4.7
|
|
Attention: Paul Dell
|
|
|
|
Date
|
Direct telephone
number
|
In reply please quote
our reference
|
Your reference
|
21 February 2018
|
(011) 721 7277
|
K Gundani/ S Sookal/ S Chikepe/ st
|
|
1.
|
The Facilities
|
Nature of Facility
|
"
Maximum Aggregate Limit
"
/
"
Limit/s
"
|
Working Capital Facility
Customer Foreign Currency Account
Overdraft Facility**
(subject to paragraph 4.5 below)
|
R 6 000 000
R 64 000 000
|
Vehicle and Asset Finance
|
R 8 000 000
|
Fleet Management Services
|
R 500 000
|
Guarantees by Bank
¨
Performance Guarantees
¨
Financial Guarantees
|
R 9 000 000
R 1 000 000
|
Derivative Products Trading Facility
|
R 50 000
|
2.
|
Conditions Precedent
|
2.1.
|
Any new terms contained in this Facility Letter which are, in the opinion of the Bank, for the benefit of the Customer (including but not limited to any increased or new Limits), shall only become of force and effect upon fulfilment, to the satisfaction of the Bank:
|
2.1.1.
|
that together with this Facility Letter, the Bank is furnished with a certified copy/ies of the supporting resolution/s in relation to this Facility Letter along the lines of the enclosed specimen/s or in a format otherwise acceptable to the Bank;
|
2.1.2.
|
that the Bank is satisfied that the borrowing powers of the Customer, each of the security providers and Additional Parties as provided for in their memoranda of incorporation or equivalent constitutional documents, are unlimited, or alternatively that the Facilities or the relevant security, as the case may be, are within the amount authorised by the Customer, the security providers and each of the Additional Parties, in terms of their respective borrowing powers;
|
2.1.3.
|
that Mix Telematics International (Proprietary) Limited (Registration Number: 1963/006970/07) (“
Mix Telematics International
”) signs the acknowledgement at the foot of this offer letter.
|
2.2.
|
To the extent that the Bank allows the Customer to utilise the Facilities prior to the fulfilment of any or all the conditions precedent, the Customer shall be obliged to ensure the same are fulfilled upon the Bank requiring the Customer to do so ("
the Deferred Conditions
").
|
2.3.
|
The above conditions precedent are inserted for the benefit of the Bank, which may waive any of the said conditions precedent in its sole discretion.
|
2.4.
|
Subject to paragraph 2.2, with respect to any increase to Limit/s, the limit/s and terms previously in place shall be applicable until such time as the said conditions precedent have been fulfilled, been waived or become Deferred Conditions.
|
3.
|
Security
|
4.
|
Additional Terms
|
4.1.
|
Additional Parties
|
4.1.1.
|
For the purposes of this Facility Letter:
|
4.1.1.1.
|
"
Documentary Credit/s
" shall bear the same meaning as the term "
Credit
" in UCP (as such term is defined in Appendix B).
|
4.1.1.2.
|
"
Instruments
" shall mean Documentary Credits, guarantees, standby letters of credit, indemnities, undertakings issued by the Bank and/or any other manner in which the Bank binds itself on behalf of the Customer or Additional Parties in favour of certain named beneficiaries.
|
4.1.1.3.
|
"
Control
" shall mean, with respect to any party, the possession directly or indirectly of the power to direct or cause the direction of the management, or policies of such party, whether through the ownership of voting securities (or other ownership interest), by contract or otherwise.
|
4.1.1.4.
|
“Customer’s Group”
shall mean Subsidiaries, associates and managed entities of the Customer and/or any other parties over which the Customer has ultimate Control.
|
4.1.2.
|
Members of the Customer's Group, any parties which from time to time participate in the cash management service provided by the Bank to the Customer (the
“Service”
), and any other parties requested by the Customer from time to time, as agreed to by the Bank in its sole discretion ("
the Additional Parties
") are hereby expressly authorised by the Customer to utilise the Facilities together with the Customer, should the Bank in its sole discretion, so allow. Any amounts outstanding at any time by any Additional Party and not discharged on due date by such Additional Party, shall be discharged in full by the Customer, immediately on demand by the Bank. Any such utilisation by an Additional Party shall be subject to all the terms and conditions contained in this Facility Letter and an Additional Party shall have no more right to utilise the Facilities than the Customer. The Customer shall ensure that the aggregate amount of the utilisation of each of the Facilities by the Customer and the Additional Parties shall not at any time exceed the relevant Limit/s.
|
4.1.3.
|
Without prejudice to the Bank’s rights in terms of any other provisions of this paragraph 4.1, the Customer hereby indemnifies and holds the Bank harmless, against any costs, loss or damage of whatsoever nature, which the Bank may suffer or sustain, arising from, or relating to:
|
4.1.3.1.
|
the utilisation of the Facilities by any Additional Party in terms of this Facility Letter;
|
4.1.3.2.
|
the issuance, payment or settlement of any claim(s) under or in terms of the Instruments or any payment made by the Bank as a consequence of the Bank exercising any of its rights under or in terms of the Instruments:
|
4.1.3.3.
|
the Customer and/or Additional Parties use of a third party to take delivery on the Customer and/or Additional Parties behalf of the Instruments and/or any document(s) relating to the Instruments; and/or
|
4.1.3.4.
|
the Customer and/or Additional Parties use of a third party for presentation of any documents relating to the Instruments; and/or
|
4.1.3.5.
|
the Customer and/or Additional Parties request for the Bank to deliver Instruments and/or documents relating to the Instruments to the beneficiary(ies), and
|
4.1.4.
|
Further to the above and in relation to the Guarantee by Bank Facility, the Customer hereby requests and authorises the Bank to issue Instrument/s on its and/or the relevant Additional Parties’ behalf for certain amounts as set out in the relevant underlying application form(s).
|
4.1.5.
|
The Customer agrees that its obligations and liabilities under the indemnity incorporated in paragraph 4.1.3 are continuing covering obligations and shall remain in full force and effect irrespective of any temporary extinction thereof.
|
4.2.
|
Provision
of Information
|
4.2.1.
|
The Customer undertakes to furnish the Bank with:
|
4.2.1.1.
|
the Customer’s consolidated bi-annual management accounts which are to be delivered to the Bank by no later than the 75
th
day following the end of the period to which such accounts relate;
|
4.2.1.2.
|
signed copies of the consolidated audited financial statements of the Customer as soon as those financial statements are ready and available, but in any event within a period of 210 days from the end of the financial year to which they relate;
|
4.2.1.3.
|
signed copies of the audited financial statements of Mix Telematics Africa (Proprietary) Limited (Registration Number: 2004/019797/07) (“
Mix Telematics Africa
”) and Mix Telematics International (Proprietary) Limited (Registration Number: 1963/006970/07) (“
Mix Telematics International
”) as soon as those financial statements are ready and available, but in any event within a period of 210 days from the end of the financial year to which they relate;
|
4.2.1.4.
|
a quarterly schedule of all Mix Telematics International’s outstanding book debts and other debts, to be delivered to the Bank by no later than the 25
th
day following the end of the period to which such schedule relates.
|
4.2.1.5.
|
signed copies of the annual audited financial statements in respect of such parties as the Bank may require, as soon as those financial statements are available, but in any event within a period of 180 days from the end of the financial year to which they relate;
|
4.2.1.6.
|
such further information as the Bank may require, from time to time.
|
4.2.2.
|
The Customer will notify the Bank in writing at least 7 days in advance of any change of the Customer’s name during the currency of the Facilities and will on demand, provide the Bank with such information and/or documentation in support thereof as the Bank may request.
|
4.3.
|
Matters Requiring the Bank’s Consent
|
4.3.1.
|
The Customer undertakes to the Bank that it will not and it will procure that its Subsidiaries/the Additional Parties do not, without the Bank’s prior written consent:
|
4.3.1.1.
|
pledge, cede, mortgage, hypothecate or otherwise encumber or further encumber any of their movable or immovable assets to secure any liability of any nature provided that the Customer and any of its subsidiaries shall be entitled to do so up to a maximum aggregate amount of R10 000 000.00 (ten million Rand);
|
4.3.1.2.
|
incur any further borrowings in excess of a maximum aggregate amount of R10 000 000.00 (ten million Rand).
|
4.4.
|
Further Undertakings
|
4.5.
|
**Customer Foreign Currency Account Overdraft Facility
|
4.5.1.
|
Without prejudice to any of the Bank’s rights under paragraph 2 of Appendix A, the Customer shall be entitled to utilise a maximum amount of R64 000 000.00 (sixty four million Rand) of the Maximum Aggregate Limit of the Working Capital Facility in the form of a customer foreign currency account overdraft facility (
“CFC Overdraft Facility”
), provided that the Bank shall receive any and all receipts of monies from the Customer’s debtors and/or other members of the Customer’s group (being subsidiaries of the Customer and/or any other parties over which the Customer has ultimate Control) for an amount equal to or exceeding the amount to be utilised under the CFC Overdraft Facility by the Customer, which is due and owing to the Bank.
|
4.5.2.
|
The Customer acknowledges that the utilisation of the CFC Overdraft Facility referred to in paragraph 4.5.1 above, must at all times be in accordance with the provisions of section E(B)(ii) and I.3 (C) of the Currency and Exchange Manual for Authorised Dealers of the South African Reserve Bank, as amended from time to time, and/or any applicable law, regulation and or policy pertaining thereto.
|
5.
|
Conflict
|
5.1.
|
The terms and conditions of this Offer Letter, any appendices to this Offer Letter and any separate written terms and conditions or written agreements relating to a Facility or to the Service, shall be read together, provided that should a conflict exist or arise the order of precedence for the interpretation or clarification thereof will be as follows (and should the "
Precedence
" provisions or any other clause of the below mentioned agreements or any other agreement provide otherwise, then such clause will be superseded by the provisions of this paragraph):
|
5.1.1.
|
the Instrument; followed by
|
5.1.2.
|
the separate terms and conditions relating to a particular Facility or to the Service; followed by
|
5.1.3.
|
the contents of this Offer Letter; followed by
|
5.1.4.
|
any appendices hereto.
|
6.
|
Acceptance
|
1.
|
Definitions
|
1.1.
|
where a term is defined in either the Offer Letter or the appendices thereto, it shall bear the meaning assigned to it throughout the Facility Letter;
|
1.2.
|
"
Bank Account
" shall mean any bank account held by the Customer with the Bank from time to time;
|
1.3.
|
"
Business Day
" shall mean any day which is not a Saturday, Sunday or official public holiday in South Africa and, in the case of an offshore loan, not an official public holiday in the country of the currency in which the loan has been or is requested to be granted, or in the Isle of Man (in the case where the loan has been or is requested to be granted out of the Isle of Man);
|
1.4.
|
"
Code
"
means the United States Internal Revenue Code of 1986;
|
1.5.
|
"
Companies Act
"
shall
mean the Companies Act 71 of 2008, as amended from time to time;
|
1.6.
|
"
Event of Default
" shall mean the occurrence of any event detailed in paragraph 11 of this Appendix A;
|
1.7.
|
"
FATCA
"
shall
mean
–
|
1.7.1.
|
sections 1471 to 1474 of the Code or any associated regulations or other official guidance;
|
1.7.2.
|
any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of paragraph 1.7.1above; or
|
1.7.3.
|
any agreement, pursuant to the implementation of paragraph 1.7.1 and 1.7.2 above, with the United States Internal Revenue Service, the United States government or any governmental or taxation authority in any other jurisdiction;
|
1.8.
|
"
FATCA Deduction
"
means a deduction or withholding from a payment under the Facility Letter as required by FATCA;
|
1.9.
|
"
Increased Costs
" shall mean any and all additional costs to, or reduction in the amount payable to, or a reduction in the overall return which would have been achieved by the Bank on its capital or regulatory capital but for the Bank having entered into, or which is attributable to the Bank entering into, performing its obligations,
|
1.10.
|
"
Laws
" shall mean laws, ordinances, Regulations, judgements and orders of any competent court, central bank or governmental agency or authority having the force of law in any relevant jurisdiction;
|
1.11.
|
"
Old Companies Act
"
shall mean the Companies Act 61 of 1973 (as amended);
|
1.12.
|
"
Regulation
" shall mean any regulation, rule, official directive, request or guideline (whether or
|
1.13.
|
"
Personal Information
"
shall mean information relating to an identifiable, natural or juristic person, including but not limited to, information relating to race, gender, sex, marital status, nationality, ethnic or social origin, colour, sexual orientation, age, physical or mental health, religion, belief, disability, language, birth, education, identity number, telephone number, email, postal or street address, biometric information and financial, criminal or employment history as well as correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence;
|
1.14.
|
"
Prime
" shall mean the publicly quoted basic rate of interest per annum ruling from time to time (as certified by any manager or divisional executive of the Bank, whose appointment it shall not be necessary to prove) at which the Bank lends on overdraft;
|
1.15.
|
"
Sanctioned Entity
" shall mean a person or entity sanctioned by a Sanctioning Body;
|
1.16.
|
"
Sanctioning Body
" shall mean any one or a combination of the following: the Office of Foreign Assets Control of the Department of Treasury of the United States of America, the United Nations Security Council, the European Union’s Common Foreign and Security Policy, Her Majesty’s Treasury of the United Kingdom, the French Ministry of Economy, Finance and Industry and any other sanctioning body recognised by the Bank from time to time;
|
1.17.
|
"
Signature Date
" shall mean the date of signature of the Facility Letter by the Customer;
|
1.18.
|
"
Subsidiary
" shall bear the meaning assigned thereto in the Companies Act;
|
1.19.
|
"
Use
"
shall mean utilise, draw down under, request the issuance of any Instrument/s under
|
1.20.
|
words importing the singular shall include the plural, and
vice versa
and words importing natural persons shall include legal persons, and
vice versa
;
|
1.21.
|
when any number of days is prescribed in this Facility Letter, same shall be reckoned exclusively of the first and inclusively of the last day;
|
1.22.
|
no provision herein shall be construed against or interpreted to the disadvantage of any party by reason of such party having or being deemed to have structured, drafted or introduced such provision.
|
2.
|
Duration and Repayment of Facilities
|
2.1.
|
the Maximum Aggregate Limit for each Facility may be terminated by the Bank by notice to the Customer to that effect in which event the relevant Facility/ies shall either be cancelled immediately or from any subsequent date stated in that notice and all amounts outstanding under the cancelled Facility/ies shall become immediately repayable; and/or
|
2.2.
|
the Bank may, by notice to the Customer, require all amounts outstanding under all or a particular Facility/ies to be repaid immediately or by any later date stated in such notice, or cash collateral or other security to be provided to the Bank for any contingent liabilities to the Bank under the Facility Letter, including any contingent liabilities under guarantees or letters of credit
and/or the Instruments
("
the Collateral
"); and/or
|
2.3.
|
the Maximum Aggregate Limit for each Facility may be reduced by the Bank by notice to that effect to the Customer, in which event all amounts in excess of the limit/s so reduced shall become immediately repayable;
|
2.4.
|
If a payment in terms of a Facility falls due on a day which is not a Business Day, then such payment shall be made on the following Business Day, or if such day falls in the next calendar month and the Bank so requires, the immediately preceding Business Day, and the relevant interest period shall be adjusted accordingly;
|
2.5.
|
All amounts outstanding under each Facility shall be repayable in the currency in which such Facility was advanced, unless otherwise agreed in writing by the Bank.
|
3.
|
Excess Use and Penalty Interest
|
3.1.
|
Without prejudice to any other rights the Bank may have:
|
3.1.1.
|
any excess Use above the Maximum Aggregate Limit of a Facility shall attract additional interest
|
3.1.2.
|
at any time after the occurrence of an Event of Default, the Bank shall be entitled to levy penalty interest on any amounts owing under the Facilities and/or the Facility Letter at the rate of 5% per annum above Prime, compounded monthly in arrears, from the date of the occurrence of an Event of Default up to and including the date of remedy of the Event of Default or date of permanent repayment of all amounts owing under the Facilities and/or the Facility Letter, whichever is the earlier.
|
4.
|
Free of Deduction/Allocation of Payments
|
4.1.
|
All amounts paid to the Bank under the Facility Letter shall be made free of deduction and without any withholding or set-off whatsoever in immediately available funds. Should the Customer (or any Additional Party) be compelled by law to withhold or deduct any taxes or other charges from any amounts payable to the Bank, the amounts payable to the Bank shall be increased to the extent necessary to ensure that the Bank receives the amounts payable, free of such withholding or deduction.
|
4.2.
|
The Bank will be entitled to allocate any payments received under the Facility Letter to any indebtedness of the Customer (or any Additional Party) to the Bank.
|
5.
|
Warranties and Representations
|
5.1.
|
it and each Additional Party has full power to enter into and perform in terms of the Facility Letter and has taken all necessary corporate and other actions to enter into the Facility Letter and to Use the Facilities;
|
5.2.
|
it and each Additional Party has complied, and will continue to comply, with all Laws to which such party is subject including, without limitation, to Laws, Regulations and practices relating to the protection of the environment applicable to each of them in each jurisdiction in which the Customer and/or the Additional Parties conduct business (its/their "
Environmental Responsibility
");
|
5.2.1.
|
it is not aware of any circumstances which may prevent full compliance by both the Customer and the Additional Parties with its/their Environmental Responsibility in future;
|
5.3.
|
the Facilities constitute legal, valid, binding and enforceable obligations of the Customer and/or the Additional Parties;
|
5.4.
|
all information provided by the Customer and/or Additional Parties to the Bank is true and correct;
|
5.5.
|
no Event of Default has occurred or is continuing;
|
5.6.
|
it and the Additional Parties have read and understood the Bank’s privacy statement, which
|
5.7.
|
it hereby provides the necessary consents required (as detailed in the Privacy Statement), and confirms all consents from any person or entity to whom the Personal Information relates have been obtained, to ensure compliance by the Customer, the Additional Parties and the Bank with all relevant Laws;
|
5.8.
|
should it (or any Additional Party) become subject to the provisions of Exchange Control Regulation 3(1)(f), the Facilities will be duly reported in the Exchange Control questionnaire (Form MP79(a)) submitted annually by the Customer (or Additional Party, as the case may be);
|
5.9.
|
it will file all Annual Returns in the prescribed form and prescribed manner together with the prescribed fee in accordance with section 33 of the Companies Act and furthermore will provide the Bank with a copy of the Registrar of Companies’ certificate confirming submission of such Annual Returns as soon as they are due, for each year in question, for the duration of the Facilities;
|
5.10.
|
it and the Additional Parties will not Use or otherwise make available the proceeds of any of the Facilities and/or Instruments for the purposes of benefitting and/or financing, directly or indirectly, the activities of any person or entity which is a Sanctioned Entity or in a country which is subject to any sanctions imposed by a Sanctioning Body;
|
5.11.
|
it and the Additional Parties are not involved in any illegal or terrorist activities;
|
5.12.
|
it is not (and no Additional Party is) and will ensure that it will not be (and no Additional Party will be):
|
5.12.1.
|
subject to FATCA.
|
5.12.2.
|
required to make any FATCA Deduction on account of any payment made or to be made by it under this Facility Letter.
|
6.
|
Change in Circumstances and Commitment Fee
|
6.1.
|
Notwithstanding anything contained in the Facility Letter to the contrary, if any change in or introduction of any Law, and/or, without derogating from the generality of the aforegoing, if:
|
6.1.1.
|
any change in banking practice, as it affects or is applied generally by any financial institution in the Republic of South Africa; and/or
|
6.1.2.
|
a requirement or a request by any authority, to pay taxes or other amounts whatsoever or to maintain special deposits or reserve assets; and/or
|
6.1.3.
|
any compliance by the Bank with any reserve, cash ratio, special deposit or liquidity requirements (or any other similar requirements) in respect of the Facility Letter; and/or
|
6.1.4.
|
any compliance with and/or application of (whether mandatory or not) any capital adequacy or similar requirements, including but not limited to the provisions of the International Convergence of Capital Measurement and Capital Standards (a revised framework) (i.e. BASEL II) or any other standards or guidelines published by the Basel Committee on Banking Supervision (including BASEL III), by the Bank or any of its divisions, or any interpretation or administration thereof,
|
6.2.
|
To the extent that the Bank is required to observe reserving requirements for maintaining unused facilities, the Bank reserves the right to levy a commitment fee at its usual rates prevailing from time to time and in accordance with normal banking practice, for keeping any unused portion of the Facilities
at the Customer’s disposal.
|
7.
|
Security Valuation
|
7.1.
|
The Bank and the Customer agree that, should the Customer provide security over certain assets to the Bank, then these assets may be valued by external valuators acceptable to the Bank and/or such assets may be valued by the Bank itself for so long as the Facilities are made available to the Customer.
|
7.2.
|
The Customer agrees that the costs of any valuation shall be borne by the Customer and payable on demand. Where such valuation is performed by the Bank, the Bank shall determine the costs payable by the Customer in the calculation thereof.
|
8.
|
Switching between Facilities
|
8.1.
|
The Customer shall be entitled to request that all or part of any unused portions of the Maximum Aggregate Limit for a particular Facility be allocated to another Facility. Should the Bank agree to such request and whether such agreement is notified to the Customer or not, the Maximum Aggregate Limits for the Facilities in question shall be deemed to be amended accordingly. If a re-allocation is made in terms of this paragraph to a type of facility not previously granted, such new facility will be deemed to have been incorporated in the Offer Letter and accordingly in the definition of the "
Facilities
",
|
8.2.
|
In the event of the Maximum Aggregate Limit of any of the Facilities being exceeded at any time, the Bank may without notice and without prejudice to any of its other rights as a result of such breach, in its sole discretion elect to eliminate such excess by appropriating the whole or any portion of the Maximum Aggregate Limit/s allocated to the remaining Facilities which are unused to increase the Maximum Aggregate Limit of the Facility which is in excess. The Bank shall also be entitled, but not obliged, to reallocate Limits in terms of this paragraph to the extent a request from the Customer or an Additional Party to Use a particular Facility would cause the Maximum Aggregate Limit in respect of such Facility to be exceeded.
|
9.
|
Indemnity
|
9.1.
|
The Customer hereby indemnifies the Bank against any loss, damage, claims, costs or any other liability, which may arise as a result of:
|
9.1.1.
|
the Bank’s compliance with Laws;
|
9.1.2.
|
the Bank acting or declining to act on an Instruction (as such term is defined in paragraph 10 below);
|
9.1.3.
|
any excess Use in respect of the Facilities;
|
9.1.4.
|
the Bank exercising its rights or performing its obligations under or in terms of this Facility Letter (including, without limitation, paragraph 10 below);
|
9.1.5.
|
the Customer exercising its rights or performing its obligations under or in terms of this Facility Letter;
|
9.1.6.
|
the seizure, blocking or withholding of any funds by any Sanctioning Body;
|
9.1.7.
|
the breach of any representations, warranties and/or undertakings set out in this Facility Letter;
|
9.1.8.
|
payment or settlement of any claim(s) in terms of the Instrument(s) should the beneficiary (ies), its/their parent company or its/their substantial shareholder/s become the subject of sanctions established by a Sanctioning Body; and/or
|
9.1.9.
|
any amounts owing by the Customer and/or the Additional Party to the Bank under the Bank Accounts from time to time due to the establishment of an increase or decrease to the amount of the intraday electronic payment
|
9.2.
|
The Owing Amounts shall be repaid to the Bank immediately together with any costs or expenses related thereto.
|
9.3.
|
The indemnity detailed in paragraph 9.1 will not be affected by any act or omission of the Bank and/or its employees.
|
9.4.
|
The Bank will not be liable for any loss, damage, claims, costs or any other liability, which may arise as a result of:
|
9.4.1.
|
the Bank not detecting that a party is subject to sanctions imposed by a Sanctioning Body unless the Bank is required by Law to do so;
|
9.4.2.
|
the Customer and/or any Additional Party becoming subject to sanctions imposed by any Sanctioning Body;
|
9.4.3.
|
the Customer and/or any Additional Party attempting to Use (or otherwise make available the proceeds of) any of the Facilities and/or Instruments for the purpose of benefitting and/or financing, directly or indirectly, the activities of any person or entity which is a Sanctioned Entity or in a country which is subject to any sanctions imposed by any Sanctioning Body; or
|
9.4.4.
|
the seizure, blocking, or withholding of any funds in relation to the Customer and/or the Additional Party (as the case may be) by any Sanctioning Body.
|
10.
|
Facsimile and Email Indemnity
|
10.1.
|
Notwithstanding anything to the contrary contained in this Facility Letter, a written instruction which purports to emanate from the Customer and is transmitted by the Customer, or by any purportedly duly authorised third party on behalf of the Customer, to the Bank by facsimile transmissions or by means of email messages ("
Instruction/s
") shall be adequate written notice to the Bank in terms of this Facility Letter.
|
10.2.
|
The Customer hereby authorises the Bank to accept and act on any Instructions which the Bank would ordinarily accept if the Instruction/s was/were presented in an original written format.
|
10.3.
|
The Bank will not accept responsibility for any loss (consequential or otherwise) incurred by the Customer as a result of the Bank acting or declining to act (wholly or in part) on Instruction/s which the Bank believes to have emanated from the Customer, and the Customer hereby waives any and all claims it may have now or in future against the Bank arising directly or indirectly from any losses or damages which the Customer may
|
10.4.
|
The fact that any Instruction (including facsimile Instructions) may later be shown to be in any way false, inaccurate, unauthorised or otherwise not authentic, will not be an impediment to the Bank's rights in terms of this Facility Letter.
|
11.
|
Events of Default
|
11.1.
|
For the purposes of the Facility Letter each of the following events shall be regarded as an Event of Default:
|
11.1.1.
|
if the Customer fails to pay any sum due by it to the Bank or to Standard Bank Group Limited or any other Subsidiary or associate company of Standard Bank Group Limited, on the due date therefor;
|
11.1.2.
|
if the Customer defaults in the due and punctual performance of any other obligation under the Facility Letter or under any other agreement between the Customer and the Bank or between the Customer and Standard Bank Group Limited or any other Subsidiary or associate company of Standard Bank Group Limited;
|
11.1.3.
|
should the Bank become aware, at any time of a fact or circumstance (whether same was present at the date of signature of the Facility Letter or arose thereafter) which leads the Bank to believe or suspect that any representation or warranty or undertaking made or represented either in respect of the Customer in or pursuant to the Facility Letter or in any documents delivered under the Facility Letter, is not complied with or is incorrect (or becomes incorrect at any time) in any respect;
|
11.1.4.
|
if the Customer is deemed to be unable to pay its debts in accordance with the provisions of section 345 of the Old Companies Act, becomes financially distressed (as such term is defined in section 128 of the Companies Act), fails to satisfy the solvency and liquidity test as set out in section 4 of the Companies Act, defaults in the payment of any of its debts (of whatsoever nature or amount) when due, or defaults generally in the payment of its liabilities;
|
11.1.5.
|
if any process issued on a judgment, decree or order of any court in favour of a creditor of the Customer is returned by the sheriff or the messenger with an endorsement that he has not found sufficient disposable property to satisfy the judgment, decree or order or that any disposable property found did not upon sale satisfy such process;
|
11.1.6.
|
if a resolution is taken by the members or shareholders of the Customer or the members or
|
11.1.7.
|
if the Customer or any surety or guarantor for the Customer's indebtedness to the Bank, is unable to pay its debts, suspends or threatens to suspend payment of all or a material part of (or of a particular type of) its indebtedness to any other creditors, commences negotiations or takes any other step with the view to the deferral, rescheduling or other re-adjustment of all of (or all of a particular type of) its indebtedness to creditors (or of any part of such indebtedness which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or a moratorium is agreed or declared in respect of or affecting all or a part of the indebtedness of the Customer or of any surety or guarantor for the Customer’s indebtedness to the Bank (as the case may be);
|
11.1.8.
|
if an attachment, execution or other legal process is levied, enforced, issued or sued out on or against any assets of the Customer or of any surety or guarantor for the Customer’s indebtedness to the Bank, and is not discharged or stayed within 30 days;
|
11.1.9.
|
if the board of directors of the Customer and/or board of directors of any surety or guarantor for the Customer’s indebtedness to the Bank, resolve that the said party voluntarily begins business rescue proceedings and be placed under supervision under section 129(1) of the Companies Act or if any steps of whatsoever nature are taken by the board of directors of any of the aforementioned parties with the objective of commencing business rescue proceedings;
|
11.1.10.
|
if the Customer and/or any surety or guarantor for the Customer’s indebtedness to the Bank, at any time and for whatever reason becomes deregistered or dissolved or otherwise loses its corporate existence;
|
11.1.11.
|
if an application is made by any person to place the Customer and/or any surety or guarantor for the Customer’s indebtedness to the Bank under, or an order is granted by a court of competent jurisdiction placing it under, supervision and commencing business rescue proceedings under section 131(1) of the Companies Act or if any steps of whatsoever nature are taken by any person in respect of any of the aforementioned
|
11.1.12.
|
if at any time, the amount outstanding under a Facility granted to the Customer exceeds the Maximum Aggregate Limit for that Facility, or the total amounts outstanding under all of the Facilities exceed the total of the Maximum Aggregate Limits for each Facility);
|
11.1.13.
|
if the performance of any rights or obligations under the Facility Letter (including, without limitation, under the Instruments) becomes illegal, invalid or unenforceable for whatever reason or any security given to the Bank in respect of the Customer’s indebtedness to the Bank becomes illegal, invalid or unenforceable for whatever reason;
|
11.1.14.
|
if any other party which owes any obligations to the Bank in connection with the Facilities (including but not limited to obligations in terms of negative pledges, undertakings, security or subordinations), breaches any of such obligations;
|
11.1.15.
|
if the auditors of the Customer in any financial statements of the Customer published after the date of the last set of audited financial statements furnished to the Bank or if none have been so furnished, after the Signature Date, materially qualifies that annual statement in any respects or inserts a note in the supporting documents to that financial statement relating to any material irregularity;
|
11.1.16.
|
if there is a Material Deterioration in the Customer’s financial position.
|
11.1.17.
|
if the Customer embarks on any process or concludes any transaction in terms of which the Customer assists, or proposes to assist its holding company to acquire its own (i.e. the holding company’s) shares or where the Customer acquires shares in its holding company;
|
11.1.18.
|
should the Bank become aware, at any time, of a fact or circumstance (whether same was present at or before the time of acceptance of this Facility Letter by the Customer or arose thereafter), which in the reasonably exercised opinion of the Bank has, or could in the future have, a material adverse effect on the business, operations, performance, assets or prospects and financial condition of the Customer or any of its affiliates or an adverse effect on the Customer’s ability to perform any of its obligations to the Bank in terms of the Facility Letter, or which could prejudice the Bank’s position with respect to the Facilities in any other way;
|
11.1.19.
|
if the Customer embarks on any process or concludes any transaction in terms of which the Customer assists or proposes to assist a third
|
11.1.20.
|
should the Customer generally do or omit to do anything which may cause the Bank to suffer any loss or damage, including any reputational loss or damage;
|
11.1.21.
|
if the Customer becomes the subject of (or is any way associated with) any adverse information in respect of the Prevention of Organised Crime Act, the Financial Intelligence Centre Act and the Protection of Constitutional Democracy Against Terrorism and Related Activities Act which, in the Bank’s sole, absolute and unfettered discretion, cause or may cause the Bank any reputational harm;
|
11.1.22.
|
should the ultimate beneficial Control of the Customer change, without the Bank's prior written consent, during the subsistence of the Facilities, to the extent that the Control of the Customer vests in persons other than those who Control the Customer on the date that the Facilities are accepted by the Customer and/or should the shareholders of the Customer as at date of acceptance hereof by the Customer change;
|
11.1.23.
|
if performance under the Instrument(s) is rendered impossible
de jure
or
de facto
for whatever reason;
|
11.1.24.
|
if the country in which the Customer resides or has its principal office or is incorporated in is involved in war, whether declared or not;
|
11.1.25.
|
should the Bank believe, suspect or be notified that the Customer, Additional Party, any surety, guarantor or other security provider for the Customer's indebtedness to the Bank, or any person or entity that owns, holds or controls (directly or indirectly), or derives any benefit (in any manner whatsoever) from, one or more of the aforesaid entities (each an "
Entity
") or the country in which an Entity is incorporated, becomes a Sanctioned Entity;
|
11.1.26.
|
should the Bank become aware, at any time, of a fact or circumstance (whether same was present at or before the Signature Date or arose thereafter), which leads the Bank to believe or suspect that any bank accounts of any Entity held with the Bank are being used fraudulently, negligently, for money laundering activities, for illegal or terrorist activities, or for any purpose that does not comply with any law;
|
11.1.27.
|
if any other indebtedness of any of the Customer’s Group (being the Customer, and its Subsidiary, associate and managed entities) is or is declared to be or is capable of being rendered due and payable before its agreed or normal maturity by reason of any actual or potential default, event of default or the like (however described) or is not paid when due or within any applicable grace
|
11.1.28.
|
should the Customer and/or the Additional Parties fail to comply with any provision of the Currency and Exchange Manual for Authorised Dealers of the South African Reserve Bank, as amended from time to time, and/or any applicable law, regulation and/or policy pertaining thereto;
|
11.1.29.
|
if any of the above paragraphs apply to any Additional Party;
|
11.2.
|
The Bank may without prejudice to any other rights hereunder or at law, at any time after the happening of an Event of Default, by written notice to the Customer:
|
11.2.1.
|
decline any request by the Customer (or any Additional Party) to draw down any further monies under the Facilities (or any one or more of them) and/or to further Use or avail of any of the Facilities (or any one or more of them)
including but not limited to any request by the Customer (or any Additional Party) to issue further Instruments, and/or terminate the Facilities forthwith; and/or
|
11.2.2.
|
require on demand payment of all indebtedness under the Facilities (or any one or more of them) which is then outstanding and whether or not it is then due for payment, and upon any such demand all that indebtedness shall immediately become due and payable; and/or
|
11.2.3.
|
require on demand payment of all breakage costs the Bank may have incurred or sustained or those to be incurred or sustained, being all costs, losses and/or reduced receipts which the Bank may have sustained or incurred (or those to be incurred or sustained) in relation to the termination or modification of any arrangements the Bank may have made on account of or in respect of funds borrowed, contracted for or Used to fund any amount payable or advanced under the Facilities; and/or
|
11.2.4.
|
terminate the Facilities forthwith and/or withdraw from any Instruments with immediate effect in accordance with the terms thereof;
|
11.2.5.
|
require on demand cash or other security for any contingent liabilities under the Facility Letter to the Bank which includes, without limitation, any contingent liabilities under the Instruments.
|
11.3.
|
The Bank’s rights under this paragraph shall not be exhaustive but shall be in addition to and without prejudice to any other rights which it may have under the Facility Letter or the law.
|
11.4.
|
The contents of this paragraph shall not derogate from the Bank’s rights in relation to any Facilities
|
12.
|
Certificate
|
13.
|
Cession
|
14.
|
Disclosure of Information
|
14.1.
|
The Customer authorises the Bank to:
|
14.1.1.
|
use any information provided to the Bank by the Customer for any purpose that the Bank may require from time to time;
|
14.1.2.
|
furnish Standard Bank Group Limited, any other Subsidiary or associate company of Standard Bank Group Limited, and any cessionary of the Bank’s rights in terms hereof, with any information and documentation they may request regarding the Facilities, including (without limitation) any security or any "know your customer" information provided in respect of the Facilities, the Additional Parties or the Customer.
|
15.
|
Counterparts
|
16.
|
Legal Charges
|
17.
|
Whole Agreement, Variation of Terms, No Indulgence
|
17.1.
|
The Facility Letter constitutes the whole agreement between the Bank and the Customer relating to the subject matter of the Facility Letter.
|
17.2.
|
Save for an amendment referred to in paragraph 8 of this Appendix A to the Facility Letter headed "
Switching between Facilities
", any increase and/or amendment referred to in paragraph 6.11 of Appendix B to the Facility Letter, or any alteration of the interest rate, no addition to, variation, or amendment, or consensual cancellation of any of the terms contained in the Facility Letter shall be of any force or effect unless it is recorded in writing and is signed on behalf of the Bank by one of its authorised officials and accepted by the Customer.
|
17.3.
|
No indulgence shown or extension of time given by the Bank shall operate as an estoppel against the Bank or waiver of any of the Bank’s rights unless recorded in writing and signed by the Bank.
|
17.4.
|
The Bank shall not be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the conclusion of any agreement and/or whether it was negligent or not.
|
17.5.
|
This Facility Letter supersedes and replaces all previous facility letters entered into between the Bank and the Customer (
“Previous Facility Letters”
) in its entirety with effect from the date that this Facility Letter is signed by both parties, is returned to the Bank in form and substance satisfactory to the Bank and becomes unconditional in accordance with its terms. In the event that separate agreement or terms and conditions regulating any specific Facility has been entered into with the Customer, this Facility Letter shall not supersede any such separate facility letter and/or separate agreement or terms and conditions.
|
17.6.
|
Upon Signature Date, the Customer agrees and acknowledges that:
|
17.6.1.
|
its indebtedness to the Bank in respect of any Use of the Working Capital Facility under any Previous Facility Letters is in existence and it remains liable to the Bank for such indebtedness (
“Existing Indebtedness”
);
|
17.6.2.
|
the Working Capital Facility is a revolving facility in that, the Customer shall be entitled to Use the Facility and if it thereafter repays an amount in respect of such Use to the Bank, the amount repaid shall again be available to be Used by the Customer for the duration of the Facility (subject to the terms and conditions of this Facility Letter). Accordingly, any payment and/or allocation of payment made in respect of the Working Capital Facility is made to both interest and capital repayments (whether in whole or part) rendering such Existing Indebtedness due on the Signature Date and consequently, consolidated with any
|
17.6.3.
|
the Existing Indebtedness has not prescribed due to, inter alia, the payment referred to in paragraph 17.6.2 above, reporting of such indebtedness in the Customer’s annual financial statements, any amendments to the Facility Letter, continued Use of the Facilities and/or this acknowledgement by the Customer with the intention of interrupting prescription (
“the Interruption Events”
);
|
17.6.4.
|
each Interruption Event following the Signature Date will be an acknowledgment by the Customer of its New Indebtedness and/or liability to pay the Bank under or in respect of the Facilities and accordingly, will interrupt prescription of such New Indebtedness at the time of each Interruption Event.
|
18.
|
Severability
|
19.
|
Governing Law and Jurisdiction
|
19.1.
|
Any dispute in connection with this Facility Letter, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of the Arbitration Foundation of Southern Africa ("
AFSA
") for Commercial Arbitrations ("
the Rules
"), including the right to appeal, which Rules are deemed to be incorporated by reference into this paragraph.
|
19.2.
|
The number of arbitrators shall be one, his/her identity shall be agreed in writing between the Bank and the Customer within 5 Business Days following the declaration of a dispute between such parties, failing which the arbitrator shall be appointed by AFSA from the senior legal practitioners on its panel in terms of the Rules, taking into account the value and complexity of the dispute under referral.
|
19.3.
|
The seat, or legal place, of the arbitration shall be South Africa and any hearing shall be held in Johannesburg. The language to be used in the arbitral proceedings shall be English. Unless the parties agree otherwise, the arbitration shall be conducted on an urgent basis in terms of the Rules.
|
19.4.
|
Nothing contained in this paragraph shall preclude any party from approaching a court of competent jurisdiction within the Republic of South Africa for interim relief on an urgent basis
|
19.5.
|
The Bank and the Customer agree and irrevocably undertake to keep the arbitration and all matters related thereto strictly confidential. Each party (i) acknowledges and agrees that it shall not disclose any such information to any person other than its own employees who need to know such information for the purposes of this paragraph ("
Permitted Recipient
"); or to third parties where it is required to do so under law or in terms of regulatory process (ii) shall procure that each Permitted Recipient is made aware of and complies with its obligations of confidentiality in terms of this paragraph and (iii) give reasonable notice to the other party as and when any obligation for third party disclosure arises.
|
19.6.
|
The terms of this Facility Letter shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.
|
19.7.
|
Each party shall bear its own costs involved in the arbitration proceedings.
|
20.
|
Domicilium and Notices
|
20.1.
|
The Customer chooses as its
domicilium citandi et executandi
for all purposes in connection with the Facility Letter at the address set out under its acceptance of the Facility Letter.
|
20.2.
|
The Bank chooses the following address as its
domicilium citandi et executandi
for all purposes in connection with the Facility Letter:
|
20.3.
|
Such domicilium may be changed to another physical address within the Republic of South Africa upon 14 days written notice to the Bank and/or the Customer.
|
20.4.
|
Any notices sent or delivered to the Customer shall be deemed to have been received, if sent or delivered to the address nominated by the Customer in terms of this paragraph:
|
20.4.1.
|
by hand, on the date of delivery;
|
20.4.2.
|
by prepaid registered post, 7 days after the date of posting.
|
20.5.
|
The Bank and the Customer agree that whilst they may correspond via email during the currency of the Facilities for operational reasons, no formal notice required in terms of the Facility Letter, nor any amendment of or variation to the Facility Letter may be given or concluded via email or via any other data message, as such term is defined in the Electronic Communications and Transactions Act 25 of 2002
|
1.
|
Definitions
|
2.
|
Use of Specific Facilities
|
2.1.
|
The Customer shall, unless the Bank agrees otherwise, only be entitled to Use those Facilities referred to in the Offer Letter, which Facilities shall in addition to the terms and conditions contained in the Offer Letter and any other appendices thereto and any separate agreement pertaining to such Facilities, be subject to the relevant terms and conditions for each Facility as set out in this Appendix B to the Facility Letter.
|
2.2.
|
For the purposes of this Appendix B, "
the Customer
" shall mean the Customer and/or any Additional Parties to the extent either the Customer and/or the Additional Parties are allowed to Use the Facilities.
|
3.
|
Working Capital Facility
|
3.1.
|
Availability
|
3.1.1.
|
Subject to the availability at a particular time and any contrary indication in the Offer Letter or thereafter, the Customer may Use the Working Capital Facility in the manner below and any other manner the Bank may from time to time offer to the Customer as part of the Working Capital Facility; provided that the aggregate amount outstanding at any point in time, under the Working Capital Facility, together with any limit afforded to the Customer for a Revolving Credit Facility, shall not exceed the Maximum Aggregate Limit granted to the Customer for the Working Capital Facility and, neither the Customer nor any of the Additional Parties shall be entitled to Use the Working Capital Facility to the extent that such Use would result in the said Maximum Aggregate Limit being exceeded.
|
3.2.
|
The Working Capital Facility can be Used in the following ways:
|
3.2.1.
|
Overdraft
|
3.2.2.
|
**Customer Foreign Currency Account Overdraft Facility
(“CFC Overdraft Facility”)
|
3.2.4.1
|
Interest
|
3.2.2.1.1.
|
2.85% (two point eight five) plus Libor (EURO). “
LIBOR
” for the purposes of this paragraph 3.2.2.1.1 is the London Inter Bank Offer Rate denominated in Euro as quoted by Reuters Screen LIBOR 01 Page, or any successor or replacement page, at or about 11:00am London time on eh date upon which interest is payable; or
|
3.2.2.1.2.
|
2.9% (two point nine) plus LIBOR (USD). “
LIBOR
” for the purposes of this paragraph 3.2.2.1.2 is the United States Dollar London Inter Bank Offer Rate as quoted by Reuters Screen LIBOR 01 Page, or any successor or replacement page, at or amount 11:00am London time on the date upon which interest is payable;
|
3.2.2.1.3.
|
2.85% (two point eight five) plus Libor (AUD). “
LIBOR
” for purposes of this paragraph 3.2.2.1.3 is the London Inter Bank Offer Rate denominated in Australian Dollar as quoted by Reuters Screen LIBOR 01 Page, or any successor;
|
3.2.3.
|
For the purposes of paragraphs 3.2.2.1.1 to 3.2.2.1.3, interest will be payable in arrears and be debited respectively from the relevant CFC Overdraft facility account on a day convenient to the Bank, once in facility each calendar month in arrears.
|
3.2.4.
|
Call Loans
|
3.2.5.
|
Short Term Loans
|
3.2.6.
|
Offshore Trade and Working Capital Loans
|
3.2.4.2
|
Offshore Loans provided by Standard Finance (Isle of Man) Limited (
"
SFL
"
):
|
3.2.4.3
|
Offshore Loans provided by the Bank
:
|
4.
|
Derivative Products Trading Facility
|
4.1.
|
Subject to any restrictions which the Bank, in its sole discretion, may impose on the maximum tenor of any Derivative Transaction(s) and subject further to paragraph 4.4 below, the Customer may enter into Derivative Transaction(s) with the Bank on terms and conditions acceptable to the Customer and the Bank. For the purposes of this Facility Letter, "
Derivative Transaction(s)
" shall mean one or more of the following transactions:
|
4.1.1.
|
any over the counter transaction (including an agreement with respect thereto) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transactions, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions);
|
4.1.2.
|
any type of transaction which is similar to any transaction which is referred to in paragraph 4.1.1 above that is currently, or in the future becomes,
|
4.1.3.
|
any combination of these transactions.
|
4.2.
|
The Maximum Aggregate Limit of the Derivative Products Trading Facility represents the maximum aggregate exposure that the Bank is willing to make available to the Customer in respect of all Derivative Transactions which the Customer may enter into with the Bank at any time, taking into account, where applicable, any netting and/or margining arrangements which may be in place between the Bank and the Customer in terms of or pursuant to the 1992 or 2002 ISDA Master Agreement as published by the International Swaps and Derivatives Association ("
ISDA
"), together with the schedule and any relevant addenda thereto (collectively an "
ISDA Agreement
"). The Customer’s Use of the Derivative Products Trading Facility at any one time shall be equivalent to the Potential Future Exposure of all unmatured Derivative Transactions between the Customer and the Bank at such time, calculated in accordance with paragraph 4.3 below and taking into account any applicable netting and/or margining arrangements as described above.
|
4.3.
|
For the purposes of this Facility Letter, "
Potential Future Exposure
" or "
PFE
" means the Bank's estimate at such time, in its sole, absolute and unfettered discretion and using the methods of calculation outlined in this paragraph 4.3, of what the Customer could, in a moderately adverse environment, owe to the Bank at a point of time in the future in respect of any unmatured Derivative Transaction(s) between the Bank and the Customer at the time of estimation. The Bank will calculate the PFE of each Derivative Transaction by using its internal and proprietary risk management models (which models have been developed in accordance with generally accepted risk management principles and may be updated and/or modified from time to time by the Bank in its sole discretion) which, in the calculation of the PFE of each Derivative Transaction, take into account the mark-to-market value thereof (calculated as the difference between the current market value of the transaction and the contract price), adjusted for various credit risk factors including, but not limited to, the tenor of the relevant transaction and the volatility of the market factor which, depending on the nature of the transaction, may have the greatest impact on the future market value thereof. Accordingly, the PFE of all unmatured Derivative Transactions between the Bank and the Customer may fluctuate in line with the movement of underlying market factors, which may result in a reduction of the amount of the Derivative Products Trading Facility available for further Derivative Transactions and may also
|
4.4.
|
Should the Maximum Aggregate Limit of the Derivative Products Trading Facility be exceeded for any reason whatsoever, including but not limited to adverse market movements, the Bank may refuse to enter into any further Derivative Transactions with the Customer until such time as the Customer’s Use of the Derivative Products Trading Facility falls below the Maximum Aggregate Limit for such Facility.
|
5.
|
Trade Finance Facility
|
5.1.
|
For the purposes of this Facility Letter:
|
5.1.1.
|
"
ICC
" shall mean the International Chamber of Commerce;
|
5.1.2.
|
"
ISP
" shall mean the latest version of the International Standby Practices published by the ICC;
|
5.1.3.
|
"
Trade Transaction(s)
" shall mean any transaction or related transaction which is the subject of any trade-related service provided by the Bank to the Customer and includes, without limitation, financing, discounting, lending or other financial accommodation of whatsoever nature made available by the Bank to the Customer in relation to any such transaction; and
|
5.1.3.1.
|
any Documentary Credits and standby letters of credit, bills of exchange, documentary collections, bonds, guarantees, shipping indemnities, trade finance loans, promissory notes, receivables financing;
|
5.1.3.2.
|
any type of transaction which is similar to any transaction which is referred to in paragraph 5.1.3.1 above that is currently, or in the future becomes, recurrently entered into in the trade markets; and
|
5.1.3.3.
|
any combination of these transactions.
|
5.1.4.
|
"
Trade Document
" shall mean:
|
5.1.4.1.
|
any Documentary Credit;
|
5.1.4.2.
|
any bill of exchange;
|
5.1.4.3.
|
any written payment instruction by one person to another to pay a third person;
|
5.1.4.4.
|
any invoice or receivable, being the documents evidencing the suppliers’ rights to receive amounts denominated in the currency of such document from the Customer;
|
5.1.4.5.
|
any sale and purchase agreement (however described);
|
5.1.4.6.
|
any purchase order, being the commercial document issued by the Customer to its supplier, indicating types, quantities and agreed prices for goods the supplier will supply to the Customer, or
|
5.1.4.7.
|
any documentation relating to the underlying Trade Transaction;
|
5.1.5.
|
"
UCP
"
shall mean the latest version of the Uniform Customs and Practice for Documentary Credits, published by the ICC;
|
5.1.6.
|
"
URDG
" shall mean the latest version of the Uniform Rules for Demand Guarantees published by the ICC;
|
5.1.7.
|
"
URR
" shall mean the latest version of ICC’s Uniform Rules for Bank-to-Bank Reimbursement under Documentary Credits published by the ICC.
|
5.2.
|
The Trade Finance Facility:
|
6.
|
Guarantee/Avalisation of Bills of Exchange,
/
Standby Letters of Credit and/or Documentary Credit Facilities
|
6.1.
|
Subject to the terms of this Facility Letter, the aggregate amount of any and all guarantees, avalised bills of exchange and Documentary Credits issued or indorsed (as the case may be) by the Bank under the Guarantee/Avalisation of Bills of Exchange and/or Documentary Credit Facilities respectively shall at no time exceed the Maximum Aggregate Limits for the respective Facilities.
|
6.2.
|
Any Use under the Facilities in respect of:
|
6.2.1.
|
Documentary Credits will be subject to UCP, unless stated otherwise in such Documentary Credit;
|
6.2.2.
|
irrevocable reimbursement will be subject to the ICC’s URR;
|
6.2.3.
|
guarantees will be subject to the URDG; and
|
6.2.4.
|
standby letters of credit will be subject to the ISP 98 or the latest version of the Uniform Customs and Practice for Standby Letters of Credit, published by the ICC.
|
6.3.
|
The rate of commission applicable to each guarantee and Documentary Credit issued and/or avalised bill of exchange indorsed ("
the GBB Rate
") shall be agreed upon at the time the request to issue and/or indorse is made, or alternatively, in the absence of such agreement, the Bank’s usual rates of commission shall apply and shall be paid on demand by the Customer.
|
6.4.
|
Guarantees/Avalised Bills of Exchange/ Standby Letters of Credit, promissory notes and Documentary Credits will only be issued or
|
6.5.
|
The Customer acknowledges that the Bank shall have the right to review the Instruments and/or the Facilities and impose such additional conditions and/or requirements as the Bank may in its sole, absolute and unfettered discretion deem fit.
|
6.6.
|
The Bank may debit Bank Account number 421055499 ("
the Nominated Bank Account
"), or any Bank Account, with all fees, charges and commission payable in respect of the Instruments at the Bank’s ruling rates from time to time, together with interest thereon (where applicable), calculated at the Bank’s Prime rate, from the date any such sum becomes due and payable until the date final payment is received by the Bank. The Customer understands that any such fees, charges and commission payable in terms of the Instruments will be reviewed annually and any amendments thereto will be reflected in the Bank’s annual pricing letter.
|
6.7.
|
The Customer hereby requests and irrevocably authorises the Bank:
|
6.7.1.
|
to pay, or settle any claim which may be made against the Bank in terms of the Instruments against presentation of documentation in accordance with the provisions of the underlying Instrument by the beneficiary(ies), unless prevented by court order;
|
6.7.2.
|
to debit the Nominated Bank Account, or any Bank Account or charge against any other cover held for the Customer’s account, any sum(s) (or the Rand equivalent if payment under the Instruments is to be made in a foreign currency) detailed in paragraph 6.7.1 above and any expenses related to the payment
|
6.8.
|
The Customer acknowledges that the Bank will pay, or settle the claim(s) on demand without regard to any allegation or dispute of any nature which the Customer or the beneficiary(ies) may allege and without verifying:
|
6.8.1.
|
the validity and authenticity of the claim(s); or
|
6.8.2.
|
any alleged non-compliance; or
|
6.8.3.
|
the correctness of the amount(s) claimed.
|
6.9.
|
The Customer agrees that in the event of the Nominated Bank Account closing, changing or having insufficient funds and/or whether or not the Maximum Aggregate Limit in relation to any Facility granted by the Bank to the Customer has been (i) fully Used and/or (ii) cancelled and/or (iii)
|
6.10.
|
For the avoidance of doubt, it is recorded that the Customer and, where applicable, the Additional Parties shall remain liable for all and any amounts owing by the Customer and/or the Additional Parties (as the case may be) to the Bank howsoever arising, including without limitation, (i) amounts arising in respect of this Facility Letter or not and/or (ii) arising from or relating from the issuance, payment or settlement of any claim/s under or in terms of any guarantee issued by the Bank to any third party under the Guarantee by Bank Facility and/or (iii) any loss or damage which the Bank has incurred, ("
the Indebtedness
") at the request of the Customer and/or the Additional Parties (as the case may be), irrespective of whether or not:
|
6.10.1.
|
the Customer and/or any Additional Parties (as the case may be) hold any Bank Accounts, or have any facilities, with the Bank, and/or
|
6.10.2.
|
the Maximum Aggregate Limit in relation to any Facility has been fully Used, cancelled, repaid and/or reduced to any amount which is, on any day, less than the amount of the Indebtedness.
|
6.11.
|
In the circumstances contemplated in 6.10.2 above, the Customer hereby irrevocably and unconditionally authorises the Bank (in its sole, absolute and unfettered discretion, and without notice to the Customer) to increase and/or re-instate (as the case may be) the Maximum Aggregate Limit applicable to any Facility by an amount which, on any day, results in the Maximum Aggregate Limit available on such Facility being equal to the Indebtedness on such day. Should the Bank exercise its rights under or in accordance with the provisions of this paragraph and whether notified to the Customer or not, the Maximum Aggregate Limits for the Facilities in question shall be deemed to be amended accordingly. If the type of Facility in question was not previously granted to the Customer, such new Facility will be deemed incorporated into the Offer Letter and accordingly in the definition of "
the Facilities
", and the Maximum Aggregate Limit for such Facility shall be the amount allocated thereto. The provisions of this clause 6.11 shall be without prejudice to any of the Bank’s rights and/or remedies as a result of the Indebtedness.
|
6.12.
|
The Customer agrees that, in the event that:
|
6.12.1.
|
the Bank exercises its rights under any of the Instrument/s (including, without limitation, the right to withdraw from an Instrument in accordance with its terms); and/or
|
6.12.2.
|
the Customer’s applicable internal credit rating, as determined by the Bank at the time of granting the Facilities in accordance with the internal policies and processes, changes in the Bank’s sole, absolute and unfettered discretion,
|
6.13.
|
If the Customer fails to provide the Bank with the Collateral to the satisfaction of the Bank, the Bank shall be entitled to adjust the applicable GBB Rate on the occurrence of the events detailed in paragraph 6.12 and/or an Event of Default up to and including the date of remedy of such event or date of termination of the Guarantee by Bank Facility, whichever is earlier, to 3% per annum above each applicable GBB Rate.
|
7.
|
Credit Card, Structured Loan, Preference Share Facility, Vehicle and Asset Finance, Fleet Management Services, Documentary Credit Facility, Trade Finance Facility, Derivative Product Trading Facility, any facility not specifically referred to in this Appendix B to the Facility Letter and which is offered by
the Bank to the Customer now or in the future
|
7.1.
|
Use of the above Facilities is subject to the Bank’s usual terms and conditions pertaining thereto read together with the Facility Letter or, if so required by the Bank, to the Customer (or such Additional Parties, as the Bank may require) having accepted the Bank’s, or other entity’s that makes such facility available, separate terms and conditions pertaining to the Facility in question.
|
7.2.
|
In the event that any of the above Facilities are partially or fully repaid in terms of the separate terms and conditions pertaining to the Facility in question, and the Customer (or the relevant Additional Party, as the case may be) does not have a right to redraw such repayment/s in terms of the said terms and conditions, then the Maximum Aggregate Limit of such Facility/ies shall automatically reduce in line with such repayment.
|
1
|
PARTIES
|
1
|
2
|
INTERPRETATION
|
1
|
3
|
INTRODUCTION
|
4
|
4
|
CONDITIONS PRECEDENT
|
4
|
5
|
SALE
|
5
|
6
|
VOETSTOOTS SALE
|
6
|
7
|
WARRANTIES BY SELLER
|
6
|
8
|
ELECTRICAL COMPLIANCE CERTIFICATE
|
7
|
9
|
GAS INSTALLATION CONFORMITY CERTIFICATE (IF APPLICABLE)
|
8
|
10
|
WATER INSTALLATION COMPLIANCE CERTIFICATE
|
8
|
11
|
PURCHASE PRICE
|
8
|
12
|
VALUE-ADDED TAX
|
8
|
13
|
POSSESSION AND RISK
|
8
|
14
|
TRANSFER AND COSTS
|
9
|
15
|
GENERAL WARRANTIES
|
9
|
16
|
PUBLICITY
|
10
|
17
|
BREACH
|
11
|
18
|
DISPUTE RESOLUTION
|
11
|
19
|
Notices and Domicilia
|
12
|
20
|
BENEFIT OF THE AGREEMENT
|
13
|
21
|
APPLICABLE LAW AND JURISDICTION
|
13
|
22
|
NEW LAWS AND INABILITY TO PERFORM
|
13
|
23
|
INDEPENDENT ADVICE
|
14
|
24
|
GENERAL
|
14
|
25
|
COSTS
|
16
|
26
|
SIGNATURE
|
16
|
1
|
PARTIES
|
1.1
|
The Parties to this Agreement are -
|
1.1.1
|
TPF Investments Proprietary Limited; and
|
1.1.2
|
MiX Telematics Enterprise SA Proprietary Limited.
|
1.2
|
The Parties agree as set out below.
|
2
|
INTERPRETATION
|
2.1
|
In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings -
|
2.1.1
|
"
Agreement
" means this agreement of sale;
|
2.1.2
|
"
BIG
" means Black Industrialists Group Property Management Company Proprietary Limited, registration number 2016/290277/07, a limited liability private company duly incorporated in the Republic of South Africa;
|
2.1.3
|
"
Conditions Precedent
" means the conditions precedent set out in clause 4;
|
2.1.4
|
"
Fixtures and Fittings
" means all fixtures and fittings of a permanent nature;
|
2.1.5
|
"
Lease Agreement
" means the lease agreement concluded between the Seller and MiX Telematics Africa on 2 October 2007 as amended by an addendum dated 17 September 2008 and a further addendum concluded on or about March or April 2012, and an addendum concluded on or about November 2017, effective from 1 April 2017, in respect of the Property;
|
2.1.6
|
"
MiX Limited
" means MiX Telematics Limited, registration number 1995/013858/06, a public company duly incorporated in the Republic of South Africa;
|
2.1.7
|
"
MiX Telematics Africa
"
means MiX Telematics Africa
Proprietary Limited
(formerly known as Matrix Vehicle Tracking Proprietary Limited), registration number 2004/019797/07, a limited liability private company duly incorporated in the Republic of South Africa;
|
2.1.8
|
"
Parties
" means the parties to this Agreement;
|
2.1.9
|
"
Property
"
means Erf 1335 Vorna Valley Extension 12 Township, Registration Division IR, Province of Gauteng, measuring 1 (one) hectare together with all improvements thereon and includes the Fixtures and Fittings;
|
2.1.10
|
"
Purchaser
"
means MiX Telematics Enterprise SA Proprietary Limited, registration number 2008/008530/07, a limited liability private company duly incorporated in the Republic of South Africa;
|
2.1.11
|
"
Seller
"
means TPF Investments Proprietary Limited (formerly known as Thynk Property Fund Proprietary Limited), registration number 2005/029033/07, a limited liability private company duly incorporated in the Republic of South Africa;
|
2.1.12
|
"
Seller's Conveyancers
" means
Cliffe Dekker Hofmeyr Inc;
|
2.1.13
|
"
Signature Date
" means the date of signature of this Agreement by the Party last signing;
|
2.1.14
|
"
Transfer Date
" means date of registration of transfer of the Property into the name of the Purchaser;
|
2.1.15
|
"
VAT
" means value-added tax as contemplated in the VAT Act;
|
2.1.16
|
"
VAT Act
" means the Value-added Tax Act, No 89 of 1991; and
|
2.1.17
|
"VAT Vendor"
means a vendor as contemplated in the VAT Act.
|
2.2
|
In this Agreement -
|
2.2.1
|
clause headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;
|
2.2.2
|
an expression which denotes -
|
2.2.2.1
|
any gender includes the other genders;
|
2.2.2.2
|
a natural person includes a juristic person and
vice versa
;
|
2.2.2.3
|
the singular includes the plural and
vice versa
;
|
2.2.2.4
|
a Party includes a reference to that Party's successors in title and assigns allowed at law; and
|
2.2.2.5
|
a reference to a consecutive series of two or more clauses is deemed to be inclusive of both the first and last mentioned clauses.
|
2.3
|
Any reference in this Agreement to -
|
2.3.1
|
"
business hours
" shall be construed as being the hours between 08h00 and 17h00 on any business day. Any reference to time shall be based upon South African Standard Time;
|
2.3.2
|
"
days
" shall be construed as calendar days unless qualified by the word "business", in which instance a "business day" will be any day other than a Saturday, Sunday or public holiday from time to time;
|
2.3.3
|
"
laws
" means all constitutions; statutes; regulations; by-laws; codes; ordinances; decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory judgements, orders, decisions, rulings, or awards; policies; voluntary restraints; guidelines; directives; compliance notices; abatement notices; agreements with, requirements of, or instructions by any governmental body; and the common law, and "
law
" shall have a corresponding meaning;
|
2.3.4
|
"
person
" means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality; and
|
2.3.5
|
"
public holiday
" means a public holiday contemplated in the Public Holidays Act, No 36 of 1994.
|
2.4
|
The words "
include
" and "
including
" mean "
include without limitation
" and "
including without limitation
". The use of the words "
include
" and "
including
" followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.
|
2.5
|
Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in this clause 2 or elsewhere in this Agreement, shall be given effect to as if it were a substantive provision in the body of the Agreement.
|
2.6
|
Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this Agreement.
|
2.7
|
Unless otherwise provided, defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning.
|
2.8
|
A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or substituted from time to time.
|
2.9
|
Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.
|
2.10
|
If the due date for performance of any obligation in terms of this Agreement is a day which is not a business day then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the immediately preceding business day.
|
2.11
|
The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.
|
2.12
|
No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person who is not a Party to this Agreement.
|
2.13
|
The use of any expression in this Agreement covering a process available under South African law, such as winding-up, shall, if either of the Parties to this Agreement is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.
|
2.14
|
Any reference in this Agreement to "
this Agreement
" or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document, as amended, varied, novated or supplemented from time to time.
|
2.15
|
In this Agreement the words "
clause
" or "
clauses
" and "
annexure
" or "
annexures
" refer to clauses of and annexures to this Agreement.
|
3
|
INTRODUCTION
|
3.1
|
The Seller desires to sell the Property to the Purchaser and the Purchaser desires to purchase the Property from the Seller, subject to certain terms and conditions.
|
3.2
|
The Parties wish to record in writing their agreement in respect of the above and matters ancillary thereto.
|
4
|
CONDITIONs PRECEDENT
|
4.1
|
Save for clauses 1 to 4, and clauses 15 to 26 all of which will become effective immediately, this Agreement is subject to the fulfilment of the Conditions Precedent that -
|
4.1.1
|
within 15 (fifteen) days of Signature Date, the Purchaser and BIG enter into a sale agreement in respect of the Property;
|
4.1.2
|
within 60 (sixty) days of Signature Date -
|
4.1.2.1
|
the shareholders of the Purchaser approve the entering into of this Agreement; and
|
4.1.2.2
|
the board of directors of the Purchaser approves the entering into of this Agreement;
|
4.1.3
|
within 60 (sixty) days of Signature Date -
|
4.1.3.1
|
the shareholders of the Seller approve the entering into of this Agreement; and
|
4.1.3.2
|
the board of directors of the Seller approves the entering into of this Agreement;
|
4.1.4
|
within 60 (sixty) days of Signature Date, the independent non-executive directors of MiX Limited approve the entering into of this Agreement;
|
4.1.5
|
within 60 (sixty) days of Signature Date, the Johannesburg Stock Exchange accepts the independent fair and reasonable opinion regarding the related party transaction pertaining to the entering into of this Agreement; and
|
4.1.6
|
within 60 (sixty) days of signature of the sale agreement referred to in clause 4.1.1 such agreement becomes unconditional in accordance with its terms save for any condition relating to this Agreement.
|
4.2
|
The Purchaser shall use reasonable endeavours to procure the fulfilment of the Conditions Precedent contained in clauses 4.1.1, 4.1.2, 4.1.4, 4.1.5 and 4.1.6 as soon as reasonably possible after the Signature Date.
|
4.3
|
The Seller shall use reasonable endeavours to procure the fulfilment of the Condition Precedent contained in clause 4.1.3 as soon as reasonably possible after the Signature Date.
|
4.4
|
The Conditions Precedent contained in clauses 4.1.1, 4.1.2 and 4.1.6 have been inserted for the benefit of the Purchaser which will be entitled to waive fulfilment of any of the said Conditions Precedent, in whole or in part, on written notice to the Seller prior to the expiry of the relevant time periods set out in those clauses.
|
4.5
|
The Condition Precedent contained in clause 4.1.3 has been inserted for the benefit of the Seller which will be entitled to waive fulfilment of the said Condition Precedent, in whole or in part, on written notice to the Purchaser prior to the expiry of the relevant time period set out in that clause.
|
4.6
|
The Conditions Precedent contained in clauses 4.1.4 and 4.1.5 are not capable of being waived.
|
4.7
|
Unless the Conditions Precedent have been fulfilled by not later than the relevant date for fulfilment thereof set out in clause 4.1 (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, save for clauses 1 to 4, and clauses 15 to 26, which remain of full force and effect, will never become of any force or effect and the
status quo ante
will be restored as near as may be and neither of the Parties will have any claim against the other in terms hereof or arising from the failure of the Conditions Precedent.
|
5
|
SALE
|
6
|
VOETSTOOTS SALE
|
6.1
|
Subject to clause 7, the Property is sold
voetstoots
as it stands and in the condition in which it now is. The Seller has no claim in respect of any excess over the measurements appearing in the title deeds, nor is the Seller answerable in damages or otherwise to the Purchaser should the area of the Property be less than such measurements.
|
6.2
|
The Purchaser acknowledges having inspected the Property.
|
6.3
|
The Seller is not obliged to point out any pegs or beacons relating to the Property nor is the Seller responsible for the cost of locating them.
|
7
|
WARRANTEES BY SELLER
|
7.1
|
The Seller hereby warrants in favour of the Purchaser that -
|
7.1.1
|
the Seller is the registered owner of the Property and able to transfer the Property to the Purchaser;
|
7.1.2
|
all Fixtures and Fittings included in the Property are fully paid for and owned by the Seller;
|
7.1.3
|
the Seller will not have sold nor alienated the Property, nor will it have granted to any third party the right to acquire either by way of option or right of pre-emption, the Property or any right or interest therein;
|
7.1.4
|
the Property is zoned for the purpose for which it is used;
|
7.1.5
|
the Seller has no knowledge of any actual, pending or proposed expropriation for whatever purpose, or which will or may affect the Property in any manner whatsoever, either directly or indirectly;
|
7.1.6
|
the Property is not subject to any servitude, whether personal or praedial, other than those recorded against the title deeds of the Property, or provided for in any applicable town planning scheme, and no agreement will have been entered into whereby any restrictive condition or servitude is to be attached to the Property;
|
7.1.7
|
neither the Property nor any part thereof is subject to any lawful right of occupation by any person other than MiX Telematics Africa in terms of the Lease Agreement which will be cancelled with effect from the Transfer Date;
|
7.1.8
|
no buildings erected on the Property encroach on any neighbouring properties or vice versa;
|
7.1.9
|
to the best of the Seller’s knowledge, the buildings, including outbuildings, and all fixed improvements erected on the Property are structurally sound and have been erected in terms of -
|
7.1.9.1
|
plans approved in writing by the relevant local or other competent authority and in accordance with the provisions of the National Building Regulations and Building Standards Act, 1977; and
|
7.1.9.2
|
all other applicable laws, by-laws and applicable regulations, including any applicable town-planning scheme, building line or height restriction, and the conditions of the title deed of the Property;
|
7.1.10
|
no building on the Property has been declared as a national monument or protected or provisionally protected under the National Heritage Resources Act, 1999, nor has any proposal to do so been made;
|
7.1.11
|
the Property is not subject to any mortgage, pledge, lien or other similar real right, save for the existing bond in favour of Investec which will be cancelled on registration of the transfer;
|
7.1.12
|
the Seller has no actual, contingent or potential liability for any development contribution, contribution to engineering services, endowment, betterment or other similar contribution or expense in respect of the Property;
|
7.1.13
|
the Seller is not aware of any facts, matters or circumstances which may result in any of the warranties set out in this clause 7 becoming incorrect or untrue;
|
7.1.14
|
to the best of the Seller’s knowledge, the Property and all buildings and erections thereon comply in every respect with all governmental or other authorities' requirements relating thereto. The Seller is not under any obligation to make any alterations, repairs or additions to the Property or to any buildings or erections thereon;
|
7.1.15
|
to the best of the Seller's knowledge, as at the Signature Date no public road has been declared over the Property;
|
7.1.16
|
to the best of the Seller's knowledge, no demolition orders have been received by the Seller as at the Signature Date for any portion of the buildings or fixed improvements on the Property; and
|
7.1.17
|
no claim has been made to the Property in terms of the Restitution of Land Rights Act No. 22 of 1994 and no caveat has been registered or entered against the title deeds of the Property in the Deeds Registry in terms of the aforesaid Act.
|
8
|
ELECTRICAL COMPLIANCE CERTIFICATE
|
9
|
GAS INSTALLATION CONFORMITY CERTIFICATE (IF APPLICABLE)
|
10
|
WATER INSTALLATION COMPLIANCE CERTIFICATE
|
11
|
PURCHASE PRICE
|
11.1
|
The purchase price of the Property is R44 000 000.00 (forty four million rand) exclusive of VAT.
|
11.2
|
The purchase price is payable by the Purchaser against registration of transfer of the Property into the name of the Purchaser. As security for the payment of such amount, the Purchaser will within 30 (thirty) business days after the date of fulfilment of the Conditions Precedent, furnish the Seller's Conveyancers with a bank guarantee or guarantees as required and approved of by the Seller or the Seller's Conveyancers, payable to the Seller or the Seller's nominee upon registration of transfer at such place or places in the Republic of South Africa as the Seller reasonably stipulates.
|
12
|
VALUE-ADDED TAX
|
12.1
|
It is recorded that the Seller is a VAT Vendor and that the sale of the Property in terms of this Agreement constitutes a taxable supply as contemplated in the VAT Act and that VAT is payable in respect thereof.
|
12.2
|
The purchase price of the Property is exclusive of VAT and the Purchaser shall pay such VAT as may be payable to the Seller on registration of transfer of the Property into the name of the Purchaser.
|
12.3
|
As security for the payment of such VAT, the Purchaser shall within the time period specified in clause 11.2, furnish the Seller's Conveyancers with a bank guarantee in accordance with the provisions of clause 11.2, which apply
mutatis mutandis
.
|
13
|
POSSESSION AND RISK
|
13.1
|
Possession of the Property will be given to the Purchaser on the Transfer Date, from which date it will be at the sole risk, loss or profit of the Purchaser, and the Purchaser will from such date be entitled to the rentals (if any) and be liable for all rates, taxes and other charges in respect of the Property.
|
13.2
|
If the Seller has paid any such charge or charges for any period subsequent to the date of possession, the Purchaser will refund to the Seller the charge or charges so paid, and the Purchaser will likewise be entitled to a refund from the Seller of the rentals (if any) collected prior to the date of possession in respect of any period subsequent to the date of registration of transfer.
|
14
|
TRANSFER AND COSTS
|
14.1
|
Transfer of the Property will be given to the Purchaser within a reasonable time after the Purchaser has paid the costs and charges referred to in clause 14.3 and the Purchaser has otherwise complied with the provisions of this Agreement. Transfer will be effected by the Seller's Conveyancers contemporaneously with the transfer of the Property from the Purchaser to BIG.
|
14.2
|
The Purchaser will on demand from the Seller's Conveyancers sign all documents required to be signed by the Seller's Conveyancers in order that transfer may be effected.
|
14.3
|
The Purchaser shall be responsible for the payment of all costs and charges incidental to the transfer of the Property, including transfer duty (where applicable), the costs of obtaining any rates or other clearance certificates, including any extended certificate, whether issued by a local authority, body corporate, property owners' association, managing agent or similar body, and all bank charges payable by the Seller and/or the Seller's Conveyancers.
|
15
|
GENERAL WARRANTIES
|
15.1
|
Each of the Parties hereby warrants to and in favour of the other that -
|
15.1.1
|
it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;
|
15.1.2
|
this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms;
|
15.1.3
|
the execution of this Agreement and the performance of its obligations hereunder does not and shall not -
|
15.1.3.1
|
contravene any law or regulation to which that Party is subject;
|
15.1.3.2
|
contravene any provision of that Party's constitutional documents; or
|
15.1.3.3
|
conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it;
|
15.1.4
|
to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement;
|
15.1.5
|
it is entering into this Agreement as principal (and not as agent or in any other capacity);
|
15.1.6
|
the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so;
|
15.1.7
|
no other party is acting as a fiduciary for it; and
|
15.1.8
|
it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement.
|
15.2
|
Each of the representations and warranties given by the Parties in terms of clause 15.1 shall -
|
15.2.1
|
be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;
|
15.2.2
|
continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and
|
15.2.3
|
prima facie
be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.
|
16
|
PUBLICITY
|
16.1
|
Subject to clause 16.3, each Party undertakes to keep confidential and not to disclose to any third party, save as may be required in law (including by the rules of any recognised securities exchange, where applicable) or permitted in terms of this Agreement, the nature, content or existence of this Agreement and any and all information given by a Party to the other Party pursuant to this Agreement.
|
16.2
|
No announcements of any nature whatsoever will be made by or on behalf of a Party relating to this Agreement without the prior written consent of the other Party, save for any announcement or other statement required to be made in terms of the provisions of any law or by the rules of any recognised securities exchange, in which event the Party obliged to make such statement will first consult with the other Party in order to enable the Parties in good faith to attempt to agree the content of such announcement, which (unless agreed) must go no further than is required in terms of such law or rules. This will not apply to a Party wishing to respond to the other Party which has made an announcement of some nature in breach of this clause 16.
|
16.3
|
This clause 16 shall not apply to any disclosure made by a Party to that Party's professional advisors, financiers or consultants, provided that they have agreed to the same confidentiality undertakings, or to any judicial or arbitral tribunal or officer, in connection with any matter relating to this Agreement or arising out of it.
|
17
|
BREACH
|
17.1
|
Should either Party commit a breach of this Agreement ("
Defaulting Party
"), the other Party ("
Aggrieved Party
") is entitled to give the Defaulting Party notice in writing calling upon the Defaulting Party to remedy the breach. Should the Defaulting Party fail to comply with such notice within 10 (ten) business days of receipt of such notice, then without prejudice to any other rights the Aggrieved Party may have in law, the Aggrieved Party is entitled -
|
17.1.1
|
to cancel this Agreement and thereupon to recover such damages as the Aggrieved Party may be able to prove the Aggrieved Party has sustained; or
|
17.1.2
|
to enforce performance in terms of this Agreement without prejudice to any right the Aggrieved Party may have to claim damages from the Defaulting Party.
|
17.2
|
The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the Court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.
|
18
|
DISPUTE RESOLUTION
|
18.1
|
In the event of there being any dispute or difference between the Parties arising out of this Agreement (including but not limited to any dispute or difference as to the validity or otherwise of this Agreement, or as to the enforceability of this Agreement), the chief executive or managing director of each of the respective parties shall meet at a mutually convenient time, following a call for such meeting by either of the Parties. The Parties representatives shall endeavour to find resolution to the dispute and if no such resolution can be found, the said dispute or difference shall on written demand by either Party be submitted to arbitration in Johannesburg in accordance with the AFSA rules, which arbitration shall be administered by AFSA.
|
18.2
|
Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, or should AFSA refuse to accept the particular request for arbitration for whatever reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the parties to the dispute or failing agreement within 10 (ten) business days of the demand for arbitration, then any party to the dispute shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the parties to the dispute failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the dispute.
|
18.3
|
Any party to the arbitration may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.
|
18.4
|
Nothing herein contained shall be deemed to prevent or prohibit a party to the arbitration from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.
|
18.5
|
Any arbitration in terms of this clause 18 (including any appeal proceedings) shall be conducted
in camera
and the Parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.
|
18.6
|
This clause 18 will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.
|
18.7
|
The Parties declare that it is their intention that this clause 18 will regulate the manner in which they will resolve any dispute or difference regarding the validity or otherwise of this Agreement, regardless of the fact that one of the parties may dispute the validity or enforceability of the Agreement.
|
18.8
|
The Parties agree that the written demand by a party to the dispute in terms of clause 18.1 that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.
|
19
|
Notices and Domicilia
|
19.1
|
The Parties select as their respective
domicilia citandi et executandi
the following physical addresses, and for the purposes of giving or sending any notice provided for or required under this Agreement, the said physical addresses as well as the following email addresses -
|
19.2
|
All notices to be given in terms of this Agreement will be given in writing and will -
|
19.2.1
|
be delivered by hand or sent by email;
|
19.2.2
|
if delivered by hand during business hours, be presumed to have been received on the date of delivery. Any notice delivered after business hours or on a day which is not a business day will be presumed to have been received on the following business day; and
|
19.2.3
|
if sent by email during business hours, be presumed to have been received on the date of successful transmission of the email. Any email sent after business hours or on a day which is not a business day will be presumed to have been received on the following business day.
|
19.3
|
Notwithstanding the above, any notice given in writing, and actually received by the Party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause 19.
|
20
|
BENEFIT OF THE AGREEMENT
|
21
|
APPLICABLE LAW AND JURISDICTION
|
21.1
|
This Agreement will in all respects be governed by and construed under the laws of the Republic of South Africa.
|
21.2
|
The Parties hereby consent and submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg in any dispute arising from or in connection with this Agreement.
|
22
|
NEW LAWS AND INABILITY TO PERFORM
|
22.1
|
If any law comes into operation subsequent to the signature of this Agreement which law affects any aspect or matter or issue contained in this Agreement, the Parties undertake to enter into negotiations in good faith regarding a variation of this Agreement in order to ensure that neither this Agreement nor its implementation constitutes a contravention of such law.
|
22.2
|
If either Party is prevented from performing any of its obligations in terms of this Agreement as a result of any existing or new law or as a result of any event beyond its reasonable control whether or not foreseeable, including general power failures, breakdown of telecommunication networks or computers, political intervention, imposition of sanctions, riot or insurrection, it shall not be liable for any failure to perform its obligations under this Agreement while such event persists and shall have the right (unless such event has or is likely to persist for a period not exceeding 30 (thirty) days) to terminate this Agreement at any time after the intervention of or becoming aware of such event.
|
22.3
|
If this Agreement is terminated by either Party in accordance with the provisions of this clause 22 neither Party shall have any claim or obligation in respect of any loss suffered or damages incurred as a result of such cancellation.
|
23
|
INDEPENDENT ADVICE
|
23.1
|
it has been free to secure independent legal and other professional advice (including financial and taxation advice) as to the nature and effect of all of the provisions of this Agreement and that it has either taken such independent advice or has dispensed with the necessity of doing so; and
|
23.2
|
all of the provisions of this Agreement and the restrictions herein contained are fair and reasonable in all the circumstances and are in accordance with the Party's intentions.
|
24
|
GENERAL
|
24.1
|
Whole Agreement
|
24.1.1
|
This 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 this Agreement not incorporated in this Agreement shall be binding on either of the Parties.
|
24.1.2
|
This 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.
|
24.2
|
Variations to be in Writing
|
24.3
|
No Indulgences
|
24.4
|
No Waiver or Suspension of Rights
|
24.5
|
Provisions Severable
|
24.6
|
Continuing Effectiveness of Certain Provisions
|
24.7
|
No Assignment
|
24.8
|
Exclusion of Electronic Signature
|
25
|
COSTS
|
26
|
SIGNATURE
|
26.1
|
This Agreement is signed by the Parties on the dates and at the places indicated below.
|
26.2
|
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.
|
26.3
|
The persons signing this Agreement in a representative capacity warrant their authority to do so.
|
26.4
|
The Parties record that it is not required for this Agreement to be valid and enforceable that a Party shall initial the pages of this Agreement and/or have its signature of this Agreement verified by a witness.
|
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 INVESTMENTS PROPRIETARY LIMITED
|
Republic of South Africa
|
MIX TELEMATICS ROMANIA SRL
|
Romania
|
MIX TELEMATICS (THAILAND) LIMITED
|
Thailand
|
MIX TELEMATICS SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE
|
Mexico
|
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.
|
MiX TELEMATICS NORTH AMERICA, INC.:
__________________________________
BY:_______________________________
as_________________________________
|
THE EXECUTIVE:
__________________________________
John Granara
|
Consolidated statement of financial position
|
|
|
|
|
|
|
|
|
at March 31, 2019 and March 31, 2018
|
|
|
Notes
|
|
March 31, 2019
|
|
|
March 31, 2018
|
|
|
|
R
’
000
|
|
|
R
’
000
|
|
|
|
|
|
|
|
|
||
ASSETS
|
|
|
|
|
|
||
Non-current assets
|
|
|
|
|
|
||
Property, plant and equipment
|
6
|
|
457,446
|
|
|
334,038
|
|
Intangible assets
|
7
|
|
955,646
|
|
|
898,527
|
|
Capitalized commission assets
|
8
|
|
54,066
|
|
|
—
|
|
Deferred tax assets
|
18
|
|
51,666
|
|
|
40,717
|
|
Total non-current assets
|
|
|
1,518,824
|
|
|
1,273,282
|
|
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Assets classified as held for sale
|
6
|
|
17,058
|
|
|
17,058
|
|
Inventory
|
9
|
|
51,263
|
|
|
57,013
|
|
Trade and other receivables
|
10
|
|
376,475
|
|
|
286,406
|
|
Taxation
|
29
|
|
24,119
|
|
|
30,373
|
|
Restricted cash
|
11
|
|
20,187
|
|
|
20,935
|
|
Cash and cash equivalents
|
12
|
|
383,443
|
|
|
308,258
|
|
Total current assets
|
|
|
872,545
|
|
|
720,043
|
|
Total assets
|
|
|
2,391,369
|
|
|
1,993,325
|
|
|
|
|
|
|
|
||
EQUITY
|
|
|
|
|
|
||
Stated capital
|
13
|
|
786,633
|
|
|
846,405
|
|
Other reserves
|
14
|
|
83,212
|
|
|
(51,614
|
)
|
Retained earnings
|
|
|
881,819
|
|
|
722,380
|
|
Equity attributable to owners of the parent
|
|
|
1,751,664
|
|
|
1,517,171
|
|
Non-controlling interest
|
|
|
13
|
|
|
10
|
|
Total equity
|
|
|
1,751,677
|
|
|
1,517,181
|
|
|
|
|
|
|
|
||
LIABILITIES
|
|
|
|
|
|
||
Non-current liabilities
|
|
|
|
|
|
||
Deferred tax liabilities
|
18
|
|
139,049
|
|
|
82,658
|
|
Provisions
|
19
|
|
2,226
|
|
|
2,132
|
|
Recurring commission liability
|
|
|
1,798
|
|
|
—
|
|
Capitalized lease liability
|
20
|
|
31,183
|
|
|
—
|
|
Total non-current liabilities
|
|
|
174,256
|
|
|
84,790
|
|
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Trade and other payables
|
16
|
|
399,869
|
|
|
350,519
|
|
Capitalized lease liability
|
20
|
|
10,745
|
|
|
—
|
|
Taxation
|
|
|
2,511
|
|
|
2,832
|
|
Provisions
|
19
|
|
22,049
|
|
|
20,283
|
|
Bank overdraft
|
12
|
|
30,262
|
|
|
17,720
|
|
Total current liabilities
|
|
|
465,436
|
|
|
391,354
|
|
Total liabilities
|
|
|
639,692
|
|
|
476,144
|
|
Total equity and liabilities
|
|
|
2,391,369
|
|
|
1,993,325
|
|
|
|
|
|
|
|
Consolidated income statement
|
|
|
|
|
|
|
|
|
for the years ended March 31, 2019, March 31, 2018 and March 31, 2017
|
|
|
Notes
|
|
|
March 31, 2019
|
|
|
March 31, 2018
|
|
|
March 31, 2017
|
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
||
|
|
|
|
|
|
|
|
||||
Revenue
|
22
|
|
|
1,975,863
|
|
|
1,712,482
|
|
|
1,540,058
|
|
Cost of sales
|
|
|
(655,844
|
)
|
|
(586,963
|
)
|
|
(498,785
|
)
|
|
|
|
|
|
|
|
|
|
||||
Gross profit
|
|
|
1,320,019
|
|
|
1,125,519
|
|
|
1,041,273
|
|
|
Other income/(expenses) – net
|
23
|
|
|
1,009
|
|
|
4,246
|
|
|
426
|
|
Operating expenses
|
|
|
(982,116
|
)
|
|
(914,813
|
)
|
|
(903,837
|
)
|
|
Sales and marketing
|
|
|
(199,209
|
)
|
|
(184,978
|
)
|
|
(181,601
|
)
|
|
Administration and other charges
|
|
|
(782,907
|
)
|
|
(729,835
|
)
|
|
(722,236
|
)
|
|
|
|
|
|
|
|
|
|
||||
Operating profit
|
24
|
|
|
338,912
|
|
|
214,952
|
|
|
137,862
|
|
Finance income/(costs) – net
|
|
|
1,386
|
|
|
(69
|
)
|
|
10,391
|
|
|
Finance income
|
25
|
|
|
12,286
|
|
|
8,951
|
|
|
16,068
|
|
Finance costs
|
26
|
|
|
(10,900
|
)
|
|
(9,020
|
)
|
|
(5,677
|
)
|
|
|
|
|
|
|
|
|
||||
Profit before taxation
|
|
|
340,298
|
|
|
214,883
|
|
|
148,253
|
|
|
Taxation
|
29
|
|
|
(137,962
|
)
|
|
(33,690
|
)
|
|
(26,812
|
)
|
Profit for the year
|
|
|
202,336
|
|
|
181,193
|
|
|
121,441
|
|
|
|
|
|
|
|
|
|
|
||||
Attributable to:
|
|
|
|
|
|
|
|
||||
Owners of the parent
|
|
|
202,336
|
|
|
181,134
|
|
|
121,458
|
|
|
Non-controlling interest
|
|
|
*
|
|
|
59
|
|
|
(17
|
)
|
|
|
|
|
202,336
|
|
|
181,193
|
|
|
121,441
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
||||
Basic (R)
|
30
|
|
|
0.36
|
|
|
0.32
|
|
|
0.19
|
|
Diluted (R)
|
30
|
|
|
0.35
|
|
|
0.32
|
|
|
0.19
|
|
|
|
|
|
|
|
|
|
Consolidated statement of comprehensive income
|
|
|
|
|
|
|
|
|
for the years ended March 31, 2019, March 31, 2018 and March 31, 2017
|
|
Consolidated statement of changes in equity
|
|
|
|
|
|
|
|
|
for the years ended March 31, 2019, March 31, 2018 and March 31, 2017
|
|
|
|
|
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, 2016
|
1,320,955
|
|
|
74,262
|
|
|
526,082
|
|
|
1,921,299
|
|
|
(1,491
|
)
|
|
1,919,808
|
|
||
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
|
|
7,072
|
|
|
—
|
|
|
—
|
|
|
7,072
|
|
|
—
|
|
|
7,072
|
|
|
Share-based payment transaction
|
|
—
|
|
|
2,247
|
|
|
—
|
|
|
2,247
|
|
|
—
|
|
|
2,247
|
|
|
Dividends declared
|
31
|
|
—
|
|
|
—
|
|
|
(53,026
|
)
|
|
(53,026
|
)
|
|
—
|
|
|
(53,026
|
)
|
Share repurchase
|
|
(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
|
|
||
Total comprehensive income
|
—
|
|
|
(60,576
|
)
|
|
181,134
|
|
|
120,558
|
|
|
67
|
|
|
120,625
|
|
||
Profit for the year
|
|
—
|
|
|
—
|
|
|
181,134
|
|
|
181,134
|
|
|
59
|
|
|
181,193
|
|
|
Other comprehensive (loss)/income
|
—
|
|
|
(60,576
|
)
|
|
—
|
|
|
(60,576
|
)
|
|
8
|
|
|
(60,568
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total transactions with owners
|
(7,940
|
)
|
|
13,332
|
|
|
(53,268
|
)
|
|
(47,876
|
)
|
|
1,501
|
|
|
(46,375
|
)
|
||
Shares issued in relation to share options and share appreciation rights exercised
|
13
|
|
10,726
|
|
|
—
|
|
|
—
|
|
|
10,726
|
|
|
—
|
|
|
10,726
|
|
Share-based payment transaction
|
14
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
9,000
|
|
Share-based payment – excess tax benefit
|
14
|
|
—
|
|
|
5,833
|
|
|
—
|
|
|
5,833
|
|
|
—
|
|
|
5,833
|
|
Transactions with non-controlling interest
|
21
|
|
—
|
|
|
(1,501
|
)
|
|
—
|
|
|
(1,501
|
)
|
|
1,501
|
|
|
—
|
|
Dividends declared
|
31
|
|
—
|
|
|
—
|
|
|
(53,268
|
)
|
|
(53,268
|
)
|
|
—
|
|
|
(53,268
|
)
|
Share repurchase
|
13
|
|
(18,666
|
)
|
|
—
|
|
|
—
|
|
|
(18,666
|
)
|
|
—
|
|
|
(18,666
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at March 31, 2018
|
846,405
|
|
|
(51,614
|
)
|
|
722,380
|
|
|
1,517,171
|
|
|
10
|
|
|
1,517,181
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjustment on initial application of IFRS 15, IFRS 16 and IFRS 9***
|
|
—
|
|
|
—
|
|
|
24,675
|
|
|
24,675
|
|
|
—
|
|
|
24,675
|
|
|
Adjusted balance at April 1, 2018
|
846,405
|
|
|
(51,614
|
)
|
|
747,055
|
|
|
1,541,846
|
|
|
10
|
|
|
1,541,856
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of changes in equity
|
|
|
|
|
|
|
|
|
for the years ended March 31, 2019, March 31, 2018 and March 31, 2017
|
|
|
|
|
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
|
—
|
|
|
115,744
|
|
|
202,336
|
|
|
318,080
|
|
|
3
|
|
|
318,083
|
|
||
Profit for the year
|
|
—
|
|
|
—
|
|
|
202,336
|
|
|
202,336
|
|
|
—
|
|
|
202,336
|
|
|
Other comprehensive income
|
—
|
|
|
115,744
|
|
|
—
|
|
|
115,744
|
|
|
3
|
|
|
115,747
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total transactions with owners
|
(59,772
|
)
|
|
19,082
|
|
|
(67,572
|
)
|
|
(108,262
|
)
|
|
—
|
|
|
(108,262
|
)
|
||
Shares issued in relation to share options and share appreciation rights exercised
|
13
|
|
13,776
|
|
|
—
|
|
|
—
|
|
|
13,776
|
|
|
—
|
|
|
13,776
|
|
Share-based payment transaction
|
14
|
|
—
|
|
|
12,140
|
|
|
—
|
|
|
12,140
|
|
|
—
|
|
|
12,140
|
|
Share-based payment – excess tax benefit
|
14
|
|
—
|
|
|
6,942
|
|
|
—
|
|
|
6,942
|
|
|
—
|
|
|
6,942
|
|
Dividends declared
|
31
|
|
—
|
|
|
—
|
|
|
(67,572
|
)
|
|
(67,572
|
)
|
|
—
|
|
|
(67,572
|
)
|
Share repurchase
|
13
|
|
(73,548
|
)
|
|
—
|
|
|
—
|
|
|
(73,548
|
)
|
|
—
|
|
|
(73,548
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at March 31, 2019
|
786,633
|
|
|
83,212
|
|
|
881,819
|
|
|
1,751,664
|
|
|
13
|
|
|
1,751,677
|
|
Consolidated statement of cash flows
|
|
|
|
|
|
|
|
|
for the years ended March 31, 2019, March 31, 2018 and March 31, 2017
|
|
|
|
|
|
|
|
|
March 31, 2019
|
|
|
March 31, 2018
|
|
|
March 31, 2017
|
|
|
|
Notes
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
|
|
|
|
|
|
|
||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
||||
Cash generated from operations
|
32.2
|
|
|
541,432
|
|
|
413,025
|
|
|
377,115
|
|
Interest received
|
|
|
12,132
|
|
|
8,576
|
|
|
14,737
|
|
|
Interest paid
|
|
|
(4,976
|
)
|
|
(3,731
|
)
|
|
(5,680
|
)
|
|
Taxation paid
|
|
|
(84,742
|
)
|
|
(64,662
|
)
|
|
(62,601
|
)
|
|
Net cash generated from operating activities
|
|
|
463,846
|
|
|
353,208
|
|
|
323,571
|
|
|
|
|
|
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
6
|
|
|
(200,840
|
)
|
|
(238,646
|
)
|
|
(180,230
|
)
|
Proceeds on sale of property, plant and equipment and intangible assets
|
|
|
2,222
|
|
|
4,388
|
|
|
369
|
|
|
Purchases of intangible assets
|
7
|
|
|
(85,618
|
)
|
|
(99,615
|
)
|
|
(115,293
|
)
|
Deferred consideration paid
|
|
|
—
|
|
|
—
|
|
|
(1,103
|
)
|
|
Decrease in restricted cash
|
|
|
2,724
|
|
|
127
|
|
|
6,951
|
|
|
Increase in restricted cash
|
|
|
(983
|
)
|
|
(8,389
|
)
|
|
(3,588
|
)
|
|
Net cash used in investing activities
|
|
|
(282,495
|
)
|
|
(342,135
|
)
|
|
(292,894
|
)
|
|
|
|
|
|
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of shares
|
13
|
|
|
13,776
|
|
|
10,726
|
|
|
7,072
|
|
Share repurchase
|
13
|
|
|
(73,548
|
)
|
|
(18,666
|
)
|
|
(473,682
|
)
|
Dividends paid to Company’s owners
|
|
|
(67,470
|
)
|
|
(53,201
|
)
|
|
(52,966
|
)
|
|
Repayments of capitalized lease liability
|
20
|
|
|
(11,435
|
)
|
|
—
|
|
|
—
|
|
Acquisition of non-controlling interest
|
21
|
|
|
—
|
|
|
(1,353
|
)
|
|
—
|
|
Net cash used in financing activities
|
|
(138,677
|
)
|
|
(62,494
|
)
|
|
(519,576
|
)
|
||
Net increase/(decrease) in cash and cash equivalents
|
|
42,674
|
|
|
(51,421
|
)
|
|
(488,899
|
)
|
||
Net cash and cash equivalents at the beginning of the year
|
|
290,538
|
|
|
356,333
|
|
|
860,762
|
|
||
Exchange gains/(losses) on cash and cash equivalents
|
|
|
19,969
|
|
|
(14,374
|
)
|
|
(15,530
|
)
|
|
Net cash and cash equivalents at the end of the year
|
12
|
|
|
353,181
|
|
|
290,538
|
|
|
356,333
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
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, 2019
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
IFRS 9 assets
|
(R3.2 million)
|
Trade and other receivables
|
(R3.2 million)
|
|
|
IFRS 15 assets
|
R46.5 million
|
Capitalized commission assets
|
R45.3 million
|
Trade and other receivables
(1)
|
R1.2 million
|
|
|
IFRS 16 assets
|
R29.9 million
|
Property, plant and equipment
|
R30.6 million
|
Trade and other receivables
(2)
|
(R0.7 million)
|
|
|
Total assets
|
R73.2 million
|
|
|
IFRS 15 liabilities
|
R8.7 million
|
Recurring commission liability (non-current)
|
R4.0 million
|
Trade and other payables
(3)
|
R4.7 million
|
|
|
IFRS 16 liabilities
|
R31.9 million
|
Capitalized lease liability (non-current)
|
R23.3 million
|
Capitalized lease liability (current)
|
R8.8 million
|
Trade and other payables
(2)
|
(R0.2 million)
|
|
|
Deferred tax liabilities
|
R7.9 million
|
|
|
Total liabilities
|
R48.5 million
|
|
|
Net increase in equity
|
R24.7 million
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
Interpretation
|
Executive summary
|
IFRIC 23
Uncertainty over Income Tax Treatments
(“IFRIC 23”)
|
IFRIC 23 is an interpretation that is effective for the Group from April 1, 2019, which provides guidance on the accounting for uncertain tax treatments. An uncertain tax treatment is a tax treatment for which there is uncertainty over whether the relevant tax authority will accept the tax treatment under tax law. Where such uncertainty exists and it is probable that the tax authority will accept the uncertain tax treatment in an entity’s income tax filings, IFRIC 23 requires the calculation of taxable profit or loss, tax bases, unused tax loss, unused tax credits or tax rates to be determined consistently with the tax treatment used or planned to be used in its income tax filings. When it is not considered probable; the uncertainty should be reflected using the most likely amount or the expected value depending on which method is expected to better predict the resolution of the uncertainty.
IFRIC 23 can either be applied fully retrospectively (if possible without using hindsight) or retrospectively with a cumulative catch-up adjustment against opening retained earnings at the date of adoption. The Group has decided to apply the cumulative catch-up approach.
Uncertain tax positions are currently accounted for by the Group using a weighted average estimate regardless of whether it is probable that the tax treatment will be accepted. With regard to the uncertain tax positions as at March 31, 2019, it was not considered probable that the tax authority would accept the tax treatment. Accordingly, it is not expected that the adoption of IFRIC 23 will have a significant impact on opening retained earnings at April 1, 2019.
|
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, 2019
|
|
•
|
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
|
2.3
|
Segment reporting
|
2.4
|
Foreign currency translation
|
(a)
|
Functional and presentation currency
|
(b)
|
Transactions and balances
|
(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;
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
(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, 2019
|
|
2.6
|
Intangible assets
|
(a)
|
Goodwill
|
(b)
|
Patents and trademarks
|
(c)
|
Customer relationships
|
(d)
|
Computer software, technology, in-house software and product development costs
|
•
|
It is technically feasible to complete the software or product so that it will be available for use;
|
•
|
Management intends to complete the software or product and use or sell it;
|
•
|
There is an ability to use or sell the software or product;
|
•
|
It can be demonstrated how the software or product will generate probable future economic benefits;
|
•
|
Adequate technical, financial and other resources to complete the development and use or sell the software or product are available; and
|
•
|
The expenditure attributable to the software or product during its development can be reliably measured.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
2.7
|
Impairment of non-financial assets
|
2.8
|
Financial assets
|
(a)
|
Trade receivables
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
2.8.1
|
Impairment of financial assets
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
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
|
Stated capital
|
2.13
|
Trade and other payables
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
2.14
|
Non-current assets held for sale
|
2.15
|
Taxation
|
•
|
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.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
2.16
|
Employee benefits
|
(a)
|
Short-term benefits
|
(b)
|
Defined contribution plan
|
(c)
|
Short-term incentives – bonus plans
|
(d)
|
Termination benefits
|
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
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
•
|
Including the impact of any non-vesting conditions.
|
2.21
|
Provisions
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
2.22
|
Revenue from contracts with customers
|
•
|
Hardware
–
when delivered to the customer
|
•
|
Installation
–
as the installation is done
|
•
|
Driver training and other services
–
at the contractual hourly/daily rate as the training/service is performed
|
•
|
Service (subscriptions)
–
over time as the service is provided
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
(a)
|
Subscription revenue
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
(b)
|
Hardware sales
|
(c)
|
Driver training and other services
|
(d)
|
Rental revenue
|
(e)
|
Installation revenue
|
2.23
|
Interest income
|
2.24
|
Dividend income
|
2.25
|
Leases
|
•
|
Fixed payments, including in-substance fixed payments;
|
•
|
Variable lease payments that depend on an index or a rate, initially measured using the index or rate at the commencement date;
|
•
|
Amounts expected to be payable under a residual value guarantee; and
|
•
|
The exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
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, 2019
|
|
(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, 2019
|
|
4.
|
Critical accounting estimates and judgements
|
(a)
|
Maintenance provision
|
(b)
|
Current and deferred income taxes
|
(c)
|
Impairment estimates
|
(d)
|
Customer relationships
|
(e)
|
Product development cost
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
(f)
|
Provision for impairment of trade receivables
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
|
|
Subscription revenue
R'000
|
|
|
Hardware and other revenue
R'000
|
|
|
Total
revenue
R’000
|
|
|
Adjusted EBITDA
R’000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Regional Sales Offices
|
|
|
|
|
|
|
|
|
|
|
|
||||
Africa
|
|
|
|
969,377
|
|
|
75,029
|
|
|
1,044,406
|
|
|
484,497
|
|
|
Europe
|
|
|
|
140,539
|
|
|
69,218
|
|
|
209,757
|
|
|
67,796
|
|
|
Americas
|
|
|
|
292,577
|
|
|
36,386
|
|
|
328,963
|
|
|
152,575
|
|
|
Middle East and Australasia
|
|
|
|
226,020
|
|
|
97,474
|
|
|
323,494
|
|
|
145,887
|
|
|
Brazil
|
|
|
|
63,987
|
|
|
4,421
|
|
|
68,408
|
|
|
27,598
|
|
|
Total Regional Sales Offices
|
|
|
|
1,692,500
|
|
|
282,528
|
|
|
1,975,028
|
|
|
878,353
|
|
|
Central Services Organization
|
|
|
|
745
|
|
|
90
|
|
|
835
|
|
|
(156,894
|
)
|
|
Total Segment Results
|
|
|
|
1,693,245
|
|
|
282,618
|
|
|
1,975,863
|
|
|
721,459
|
|
|
Corporate and consolidation entries
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(118,674
|
)
|
|
Total
|
|
|
|
1,693,245
|
|
|
282,618
|
|
|
1,975,863
|
|
|
602,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
|
|
Subscription revenue
R'000 |
|
|
Hardware and other revenue
R'000 |
|
|
Total
revenue R’000 |
|
|
Adjusted EBITDA
R’000
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Regional Sales Offices
|
|
|
|
|
|
|
|
|
|
|
||||
Africa
|
|
|
|
872,646
|
|
|
84,832
|
|
|
957,478
|
|
|
440,900
|
|
Europe
|
|
|
|
115,199
|
|
|
78,061
|
|
|
193,260
|
|
|
65,326
|
|
Americas
|
|
|
|
194,890
|
|
|
32,715
|
|
|
227,605
|
|
|
79,127
|
|
Middle East and Australasia
|
|
|
|
200,241
|
|
|
78,424
|
|
|
278,665
|
|
|
106,835
|
|
Brazil
|
|
|
|
50,735
|
|
|
3,695
|
|
|
54,430
|
|
|
16,747
|
|
Total Regional Sales Offices
|
|
|
|
1,433,711
|
|
|
277,727
|
|
|
1,711,438
|
|
|
708,935
|
|
Central Services Organization
|
|
|
|
904
|
|
|
140
|
|
|
1,044
|
|
|
(149,878
|
)
|
Total Segment Results
|
|
|
|
1,434,615
|
|
|
277,867
|
|
|
1,712,482
|
|
|
559,057
|
|
Corporate and consolidation entries
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117,191
|
)
|
Total
|
|
|
|
1,434,615
|
|
|
277,867
|
|
|
1,712,482
|
|
|
441,866
|
|
|
|
|
|
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, 2019
|
|
|
|
March 31, 2019
|
|
|
March 31, 2018
|
|
|
March 31, 2017
|
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
|
|
|
|
|
|
|||
Reconciliation of Adjusted EBITDA to profit for the year
|
|
|
|
|
|
|
|||
Adjusted EBITDA
|
|
602,785
|
|
|
441,866
|
|
|
301,613
|
|
Add:
|
|
|
|
|
|
|
|||
Net profit on sale of property, plant and equipment and intangible assets
|
|
586
|
|
|
1,264
|
|
|
—
|
|
Reversal of impairment
(1)
|
|
—
|
|
|
—
|
|
|
791
|
|
Decrease in restructuring cost provision
|
|
—
|
|
|
741
|
|
|
—
|
|
Less:
|
|
|
|
|
|
|
|||
Depreciation
(2)
|
|
(183,478
|
)
|
|
(151,945
|
)
|
|
(98,508
|
)
|
Amortization
(3)
|
|
(64,877
|
)
|
|
(63,926
|
)
|
|
(44,734
|
)
|
Impairment
(4)
|
|
(930
|
)
|
|
(2,696
|
)
|
|
(3,166
|
)
|
Share-based compensation costs
|
|
(12,140
|
)
|
|
(10,352
|
)
|
|
(3,311
|
)
|
Equity-settled share-based compensation costs
|
|
(12,140
|
)
|
|
(9,000
|
)
|
|
(2,247
|
)
|
Cash-settled share-based compensation costs
|
|
—
|
|
|
(1,352
|
)
|
|
(1,064
|
)
|
Net loss on sale of property, plant and equipment and intangible assets
|
|
—
|
|
|
—
|
|
|
(262
|
)
|
Increase in restructuring cost provision
(5)
|
|
(3,034
|
)
|
|
—
|
|
|
(14,561
|
)
|
Operating profit
|
|
338,912
|
|
|
214,952
|
|
|
137,862
|
|
Add:
Finance income/(costs) – net
|
|
1,386
|
|
|
(69
|
)
|
|
10,391
|
|
Less:
Taxation
|
|
(137,962
|
)
|
|
(33,690
|
)
|
|
(26,812
|
)
|
Profit for the year
|
|
202,336
|
|
|
181,193
|
|
|
121,441
|
|
|
|
|
|
|
|
|
(1)
|
The reversal of impairment of
R0.8 million
in fiscal 2017 related to in-vehicle devices in the Brazil segment.
|
(2)
|
Includes
depreciation of property, plant and equipment (including in-vehicle devices and right-of-use assets). The adoption of IFRS 16 during the year resulted in depreciation of right-of-use assets of
R11.7 million
being recorded in fiscal 2019.
|
(3)
|
Includes amortization of intangible assets (including capitalized in-house development costs and intangible assets identified as part of a business combination).
|
(4)
|
In fiscal 2019, asset impairments relate to the impairment of capitalized product development costs of
R0.9 million
in the CSO segment. In fiscal 2018, asset impairments related to the impairment of capitalized product development costs of
R2.3 million
in the Africa segment and
R0.4 million
in the CSO segment. In fiscal 2017, asset impairments related to the impairment of capitalized product development costs of
R2.6 million
in the Africa segment and
R0.5 million
in the CSO segment.
|
(5)
|
Restructuring costs incurred in fiscal 2019 are described in note 19.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
Notes to the annual financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
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
R’000
|
|
|
|
|
|
|
|
|
|
|
||||||||||
At April 1, 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Opening net book amount
|
|
17,511
|
|
|
14,871
|
|
|
12,320
|
|
|
55,470
|
|
|
193,948
|
|
|
294,120
|
|
Additions
|
|
—
|
|
|
4,090
|
|
|
4,630
|
|
|
229,528
|
|
|
—
|
|
|
238,248
|
|
Transfers
|
|
—
|
|
|
(613
|
)
|
|
613
|
|
|
(232,050
|
)
|
|
232,050
|
|
|
—
|
|
Assets classified as held for sale
|
|
(17,058
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,058
|
)
|
Impairment (notes 5, 24, 30, 32.2)
|
|
—
|
|
|
(6
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
Disposals*
|
|
—
|
|
|
(606
|
)
|
|
(165
|
)
|
|
—
|
|
|
(1,165
|
)
|
|
(1,936
|
)
|
Depreciation charge (notes 5, 24, 32.2)
|
|
(453
|
)
|
|
(5,237
|
)
|
|
(6,772
|
)
|
|
—
|
|
|
(139,483
|
)
|
|
(151,945
|
)
|
Currency translation differences
|
|
—
|
|
|
(280
|
)
|
|
(253
|
)
|
|
(2,777
|
)
|
|
(24,072
|
)
|
|
(27,382
|
)
|
–
Cost
|
|
—
|
|
|
(1,103
|
)
|
|
(985
|
)
|
|
(2,777
|
)
|
|
(33,762
|
)
|
|
(38,627
|
)
|
–
Accumulated depreciation and impairments
|
|
—
|
|
|
823
|
|
|
732
|
|
|
—
|
|
|
9,690
|
|
|
11,245
|
|
Closing net book amount
|
|
—
|
|
|
12,219
|
|
|
10,370
|
|
|
50,171
|
|
|
261,278
|
|
|
334,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
At March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost
|
|
—
|
|
|
47,066
|
|
|
46,735
|
|
|
50,171
|
|
|
470,545
|
|
|
614,517
|
|
Accumulated depreciation and impairments
|
|
—
|
|
|
(34,847
|
)
|
|
(36,365
|
)
|
|
—
|
|
|
(209,267
|
)
|
|
(280,479
|
)
|
Net book amount
|
|
—
|
|
|
12,219
|
|
|
10,370
|
|
|
50,171
|
|
|
261,278
|
|
|
334,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the annual financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
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
R’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Opening net book amount
|
|
—
|
|
|
12,219
|
|
|
10,370
|
|
|
50,171
|
|
|
261,278
|
|
|
334,038
|
|
Adjustment on initial application of IFRS 16
|
|
29,273
|
|
|
1,295
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,568
|
|
Additions
|
|
14,674
|
|
|
6,068
|
|
|
6,474
|
|
|
196,810
|
|
|
—
|
|
|
224,026
|
|
Transfers
|
|
—
|
|
|
(12
|
)
|
|
12
|
|
|
(175,473
|
)
|
|
175,473
|
|
|
—
|
|
Disposals**
|
|
—
|
|
|
(223
|
)
|
|
(58
|
)
|
|
—
|
|
|
(1,355
|
)
|
|
(1,636
|
)
|
Depreciation charge (notes 5, 24, 32.2)
|
|
(10,947
|
)
|
|
(5,438
|
)
|
|
(5,418
|
)
|
|
—
|
|
|
(161,675
|
)
|
|
(183,478
|
)
|
Currency translation differences
|
|
5,668
|
|
|
432
|
|
|
356
|
|
|
5,005
|
|
|
42,467
|
|
|
53,928
|
|
–
Cost
|
|
8,298
|
|
|
2,315
|
|
|
1,911
|
|
|
5,005
|
|
|
62,003
|
|
|
79,532
|
|
–
Accumulated depreciation and impairments
|
|
(2,630
|
)
|
|
(1,883
|
)
|
|
(1,555
|
)
|
|
—
|
|
|
(19,536
|
)
|
|
(25,604
|
)
|
Closing net book amount
|
|
38,668
|
|
|
14,341
|
|
|
11,736
|
|
|
76,513
|
|
|
316,188
|
|
|
457,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Opening net book amount
|
|
—
|
|
|
12,219
|
|
|
10,370
|
|
|
50,171
|
|
|
261,278
|
|
|
334,038
|
|
Additions
|
|
—
|
|
|
5,626
|
|
|
6,474
|
|
|
196,810
|
|
|
—
|
|
|
208,910
|
|
Transfers
|
|
—
|
|
|
(12
|
)
|
|
12
|
|
|
(175,473
|
)
|
|
175,473
|
|
|
—
|
|
Disposals**
|
|
—
|
|
|
(223
|
)
|
|
(58
|
)
|
|
—
|
|
|
(1,355
|
)
|
|
(1,636
|
)
|
Depreciation charge (notes 5, 24, 32.2)
|
|
—
|
|
|
(4,662
|
)
|
|
(5,418
|
)
|
|
—
|
|
|
(161,675
|
)
|
|
(171,755
|
)
|
Currency translation differences
|
|
—
|
|
|
267
|
|
|
356
|
|
|
5,005
|
|
|
42,467
|
|
|
48,095
|
|
–
Cost
|
|
—
|
|
|
2,016
|
|
|
1,911
|
|
|
5,005
|
|
|
62,003
|
|
|
70,935
|
|
–
Accumulated depreciation and impairments
|
|
—
|
|
|
(1,749
|
)
|
|
(1,555
|
)
|
|
—
|
|
|
(19,536
|
)
|
|
(22,840
|
)
|
Net book amount
|
|
—
|
|
|
13,215
|
|
|
11,736
|
|
|
76,513
|
|
|
316,188
|
|
|
417,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost
|
|
—
|
|
|
50,262
|
|
|
51,853
|
|
|
76,513
|
|
|
654,453
|
|
|
833,081
|
|
Accumulated depreciation and impairments
|
|
—
|
|
|
(37,047
|
)
|
|
(40,117
|
)
|
|
—
|
|
|
(338,265
|
)
|
|
(415,429
|
)
|
Net book amount
|
|
—
|
|
|
13,215
|
|
|
11,736
|
|
|
76,513
|
|
|
316,188
|
|
|
417,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the annual financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
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
R’000
|
|
Right-of-use assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Opening net book amount
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjustment on initial application of IFRS 16
|
|
29,273
|
|
|
1,295
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,568
|
|
Additions
|
|
14,674
|
|
|
442
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,116
|
|
Depreciation charge (notes 5, 24, 32.2)
|
|
(10,947
|
)
|
|
(776
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,723
|
)
|
Currency translation differences
|
|
5,668
|
|
|
165
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,833
|
|
– Cost
|
|
8,298
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,320
|
|
– Accumulated depreciation and impairments
|
|
(2,630
|
)
|
|
143
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,487
|
)
|
Net book amount
|
|
38,668
|
|
|
1,126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,794
|
|
Cost
|
|
66,502
|
|
|
2,745
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,247
|
|
Accumulated depreciation and impairments
|
|
(27,834
|
)
|
|
(1,619
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,453
|
)
|
Net book amount
|
|
38,668
|
|
|
1,126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the annual financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
•
|
Acquiring Erf 1335 Vorna Valley Extension 21 Township, Registration Division IR, Province of Gauteng situated in Midrand (“the Midrand property”) for
R44.0 million
from TPF Investments (Pty) Ltd (“TPF”), which Midrand property is currently being leased from TPF. TPF is an associate of Robin Frew, the non-executive Chairperson of MiX Telematics and therefore the acquisition is a small related party transaction under the JSE Listings Requirements.
|
•
|
In a back-to-back transaction, selling the Midrand property for
R44.0 million
, as well as the Group’s property in Stellenbosch currently classified as held for sale (discussed above) for
R23.5 million
to Black Industrialists Group Property Management Company (Pty) Ltd (“BIG”). The Group will also provide loan funding to BIG for
R9.0 million
.
|
•
|
Leasing both properties from BIG for an initial period of
5 years
with an option to renew the lease for a further
5 years
period.
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
Non-current assets
|
|
|
|
|
||
Property, plant and equipment
|
|
457,446
|
|
|
334,038
|
|
Current assets
|
|
|
|
|
||
Assets classified as held for sale
|
|
17,058
|
|
|
17,058
|
|
Total property, plant and equipment
|
|
474,504
|
|
|
351,096
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
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, 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Opening net book amount
|
|
618,910
|
|
|
926
|
|
|
23,223
|
|
|
175,789
|
|
|
63,052
|
|
|
881,900
|
|
Additions
|
|
—
|
|
|
31
|
|
|
5,300
|
|
|
65,342
|
|
|
23,965
|
|
|
94,638
|
|
Transfers
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(365
|
)
|
|
365
|
|
|
—
|
|
Disposals*
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,188
|
)
|
|
—
|
|
|
(1,188
|
)
|
Amortization charge (notes 24 and 32.2)
|
|
—
|
|
|
(513
|
)
|
|
(7,516
|
)
|
|
(37,639
|
)
|
|
(18,258
|
)
|
|
(63,926
|
)
|
Impairment loss (notes 5, 24, 30 and 32.2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,687
|
)
|
|
—
|
|
|
(2,687
|
)
|
Currency translation differences
|
|
(7,266
|
)
|
|
—
|
|
|
(356
|
)
|
|
(235
|
)
|
|
(2,353
|
)
|
|
(10,210
|
)
|
–
Cost
|
|
(7,266
|
)
|
|
—
|
|
|
(475
|
)
|
|
(265
|
)
|
|
(4,760
|
)
|
|
(12,766
|
)
|
–
Accumulated amortization and impairments
|
|
—
|
|
|
—
|
|
|
119
|
|
|
30
|
|
|
2,407
|
|
|
2,556
|
|
Closing net book amount
|
|
611,644
|
|
|
444
|
|
|
20,651
|
|
|
199,017
|
|
|
66,771
|
|
|
898,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
At March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost
|
|
611,644
|
|
|
1,031
|
|
|
44,990
|
|
|
312,338
|
|
|
145,387
|
|
|
1,115,390
|
|
Accumulated amortization and impairments
|
|
—
|
|
|
(587
|
)
|
|
(24,339
|
)
|
|
(113,321
|
)
|
|
(78,616
|
)
|
|
(216,863
|
)
|
Net book amount
|
|
611,644
|
|
|
444
|
|
|
20,651
|
|
|
199,017
|
|
|
66,771
|
|
|
898,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Opening net book amount
|
|
611,644
|
|
|
444
|
|
|
20,651
|
|
|
199,017
|
|
|
66,771
|
|
|
898,527
|
|
Additions
|
|
—
|
|
|
213
|
|
|
—
|
|
|
69,912
|
|
|
23,012
|
|
|
93,137
|
|
Disposals**
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization charge (notes 24 and 32.2)
|
|
—
|
|
|
(119
|
)
|
|
(6,797
|
)
|
|
(37,318
|
)
|
|
(20,643
|
)
|
|
(64,877
|
)
|
Impairment loss (notes 5, 24, 30 and 32.2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(930
|
)
|
|
—
|
|
|
(930
|
)
|
Currency translation differences
|
|
25,587
|
|
|
—
|
|
|
(9
|
)
|
|
229
|
|
|
3,982
|
|
|
29,789
|
|
–
Cost
|
|
25,587
|
|
|
—
|
|
|
1,053
|
|
|
374
|
|
|
7,737
|
|
|
34,751
|
|
–
Accumulated amortization and impairments
|
|
—
|
|
|
—
|
|
|
(1,062
|
)
|
|
(145
|
)
|
|
(3,755
|
)
|
|
(4,962
|
)
|
Closing net book amount
|
|
637,231
|
|
|
538
|
|
|
13,845
|
|
|
230,910
|
|
|
73,122
|
|
|
955,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
At March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost
|
|
637,231
|
|
|
1,244
|
|
|
46,043
|
|
|
365,665
|
|
|
166,832
|
|
|
1,217,015
|
|
Accumulated amortization and impairments
|
|
—
|
|
|
(706
|
)
|
|
(32,198
|
)
|
|
(134,755
|
)
|
|
(93,710
|
)
|
|
(261,369
|
)
|
Net book amount
|
|
637,231
|
|
|
538
|
|
|
13,845
|
|
|
230,910
|
|
|
73,122
|
|
|
955,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2018
R’000
|
|
|
Foreign currency translation differences
R’000
|
|
|
March 31, 2019
R’000
|
|
|
|
|
|
|
|
|
|||
Central Services Organization
|
|
103,119
|
|
|
—
|
|
|
103,119
|
|
Europe
|
|
108,624
|
|
|
15,001
|
|
|
123,625
|
|
Middle East and Australasia
|
|
46,851
|
|
|
10,586
|
|
|
57,437
|
|
Africa
|
|
353,050
|
|
|
—
|
|
|
353,050
|
|
Total
|
|
611,644
|
|
|
25,587
|
|
|
637,231
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
2019
|
|
Central Services Organization
|
|
Africa
|
|
Europe
|
|
Middle
East and Australasia |
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
|
|
|
|
|
|
– pre-tax discount rate applied to the cash flow projections (%)
|
|
17.9
|
|
17.8
|
|
9.0
|
|
11.1
|
Growth rate
|
|
|
|
|
|
|
|
|
– growth rate used to extrapolate cash flow beyond the budget period (%)
|
|
5.5
|
|
5.5
|
|
2.0
|
|
2.3
|
|
|
|
|
|
|
|
|
|
2018
|
|
Central Services Organization
|
|
Africa
|
|
Europe
|
|
Middle
East and Australasia |
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
|
|
|
|
|
|
– pre-tax discount rate applied to the cash flow projections (%)
|
|
17.1
|
|
17.3
|
|
9.2
|
|
13.3
|
Growth rate
|
|
|
|
|
|
|
|
|
– growth rate used to extrapolate cash flow beyond the budget period (%)
|
|
5.4
|
|
5.4
|
|
2.2
|
|
2.9
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
Net book value of asset recognized from costs incurred in obtaining a contract
|
|
54,066
|
|
|
*
|
|
|
|
|
|
|
Amortization recognized during the year
|
|
30,477
|
|
|
*
|
–
Cost of sales
|
|
20,885
|
|
|
*
|
–
Sales and marketing
|
|
9,592
|
|
|
*
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
Inventory – finished goods
|
|
51,263
|
|
|
57,013
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
Trade receivables
|
|
344,551
|
|
|
248,878
|
|
Contract asset related to fixed escalations
|
|
207
|
|
|
—
|
|
Sundry debtors
|
|
43,189
|
|
|
27,811
|
|
Less
: Provision for impairment
|
|
(43,768
|
)
|
|
(17,523
|
)
|
Trade and other receivables – net
|
|
344,179
|
|
|
259,166
|
|
Pre-payments
|
|
32,296
|
|
|
27,240
|
|
|
|
376,475
|
|
|
286,406
|
|
|
|
|
|
|
|
|
Gross
R’000
|
|
|
Provision for
impairment
R’000
|
|
|
Net
R'000
|
|
|
|
|
|
|
|
|
|||
2019
|
|
|
|
|
|
|
|||
Not past due
|
|
223,979
|
|
|
(5,425
|
)
|
|
218,554
|
|
Past due by 1 to 30 days
|
|
71,552
|
|
|
(1,898
|
)
|
|
69,654
|
|
Past due by 31 to 60 days
|
|
26,547
|
|
|
(1,069
|
)
|
|
25,478
|
|
Past due by more than 60 days
|
|
65,869
|
|
|
(35,376
|
)
|
|
30,493
|
|
Total
|
|
387,947
|
|
|
(43,768
|
)
|
|
344,179
|
|
|
|
|
|
|
|
|
|
|
Gross
R’000
|
|
|
Provision for
impairment
R’000
|
|
|
Net
R'000 |
|
|
|
|
|
|
|
|
|||
2018
|
|
|
|
|
|
|
|||
Not past due
|
|
173,157
|
|
|
(334
|
)
|
|
172,823
|
|
Past due by 1 to 30 days
|
|
51,844
|
|
|
(2,518
|
)
|
|
49,326
|
|
Past due by 31 to 60 days
|
|
24,763
|
|
|
(3,732
|
)
|
|
21,031
|
|
Past due by more than 60 days
|
|
26,925
|
|
|
(10,939
|
)
|
|
15,986
|
|
Total
|
|
276,689
|
|
|
(17,523
|
)
|
|
259,166
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
South African Rand
|
|
138,042
|
|
|
98,148
|
|
Australian Dollar
|
|
22,987
|
|
|
24,016
|
|
Brazilian Real
|
|
25,051
|
|
|
19,129
|
|
Euro
|
|
29,699
|
|
|
28,192
|
|
Great Britain Pound
|
|
16,301
|
|
|
18,883
|
|
Ugandan Shilling
|
|
4,659
|
|
|
3,515
|
|
United Arab Emirates Dirham
|
|
2,090
|
|
|
2,578
|
|
United States Dollar
|
|
133,166
|
|
|
91,105
|
|
Other
|
|
4,480
|
|
|
840
|
|
|
|
376,475
|
|
|
286,406
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
Opening balance
|
|
(17,523
|
)
|
|
(13,346
|
)
|
Adjustment on initial application of IFRS 9
|
|
(3,171
|
)
|
|
*
|
|
Opening balance
–
restated
|
|
(20,694
|
)
|
|
*
|
|
Increase in provision for impairment (note 32.2)
|
|
(29,725
|
)
|
|
(24,143
|
)
|
Amount written off during the year as irrecoverable
**
|
|
7,861
|
|
|
19,354
|
|
Foreign currency translation differences
|
|
(1,210
|
)
|
|
612
|
|
Closing balance
|
|
(43,768
|
)
|
|
(17,523
|
)
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
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
|
|
Tax refund received erroneously (denominated in South African Rand)
|
|
7,188
|
|
|
7,188
|
|
Cash securing guarantees issued in respect of products sold by MiX Telematics Europe Limited (denominated in Euro)
|
|
1,276
|
|
|
1,447
|
|
Cash securing guarantees issued in respect of MiX Telematics Middle East FZE relating to employee visas in the UAE (denominated in UAE Dirham)
|
|
2,296
|
|
|
3,616
|
|
Cash held for purposes of distribution to MiX Telematics Enterprise BEE Trust and MiX Telematics Fleet Support Trust beneficiaries (denominated in South African Rand)
|
|
7,240
|
|
|
6,257
|
|
Cash securing guarantees issued in respect of property lease agreements entered into by MiX Telematics Australasia (denominated in Australian Dollar)
|
|
794
|
|
|
1,034
|
|
|
|
20,187
|
|
|
20,935
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
383,443
|
|
|
308,258
|
|
|
375,782
|
|
Bank overdraft (note 15)
|
|
(30,262
|
)
|
|
(17,720
|
)
|
|
(19,449
|
)
|
|
|
353,181
|
|
|
290,538
|
|
|
356,333
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
|
|
|
|
|
|||
AA
|
|
138,700
|
|
|
110,854
|
|
|
197,873
|
|
A
|
|
98,339
|
|
|
82,738
|
|
|
78,605
|
|
BBB
|
|
38,383
|
|
|
33,962
|
|
|
99,304
|
|
BB
|
|
98,027
|
|
|
80,704
|
|
|
—
|
|
B
|
|
9,994
|
|
|
—
|
|
|
—
|
|
|
|
383,443
|
|
|
308,258
|
|
|
375,782
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Great Britain Pound
|
|
43,866
|
|
|
37,209
|
|
|
48,540
|
|
Brazilian Real
|
|
9,995
|
|
|
3,787
|
|
|
2,987
|
|
South African Rand
|
|
208,144
|
|
|
171,223
|
|
|
100,721
|
|
Australian Dollar
|
|
21,898
|
|
|
22,912
|
|
|
19,574
|
|
United States Dollar
|
|
65,226
|
|
|
48,354
|
|
|
178,768
|
|
Euro
|
|
1,233
|
|
|
4,300
|
|
|
4,649
|
|
Other
|
|
2,819
|
|
|
2,753
|
|
|
1,094
|
|
|
|
353,181
|
|
|
290,538
|
|
|
356,333
|
|
|
|
|
|
|
|
|
|
|
Number of
shares
000s
|
|
|
Stated
capital
R’000
|
|
|
|
|
|
|
||
|
|
|
|
|
||
At April 1, 2017
|
|
563,435
|
|
|
854,345
|
|
Shares issued in relation to share options and share appreciation rights exercised
|
|
6,001
|
|
|
10,726
|
|
Share repurchase under the Share Repurchase Program
|
|
(5,016
|
)
|
|
(18,666
|
)
|
Balance at March 31, 2018
|
|
564,420
|
|
|
846,405
|
|
Shares issued in relation to share options and share appreciation rights exercised
|
|
6,685
|
|
|
13,776
|
|
Share repurchase under the Share Repurchase Program
|
|
(9,158
|
)
|
|
(73,548
|
)
|
|
|
|
|
|
||
Balance at March 31, 2019
|
|
561,947
|
|
|
786,633
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
Total number of
shares
repurchased
|
|
Average price paid per share
(1)
R
|
|
Shares canceled
under the share
repurchase
program
|
|
Total value of shares
purchased as part of
publicly announced
program
R’000
|
|
Maximum value of
shares that may yet
be purchased under
the program
R’000
|
|
|
|
|
|
|
|
|||||
June 2017
|
5,015,660
|
|
3.72
|
|
5,015,660
|
|
18,666
|
|
251,334
|
|
|
5,015,660
|
|
|
5,015,660
|
|
18,666
|
|
251,334
|
|
|
|
|
|
|
|
|
|
Total number of
shares
repurchased
|
|
Average price paid per share
(1)
R
|
|
Shares canceled
under the share
repurchase
program
|
|
Total value of shares
purchased as part of
publicly announced
program
R’000
|
|
Maximum value of
shares that may yet
be purchased under
the program
R’000
|
|
|
|
|
|
|
|
|||||
October 2018
|
9,157,695
|
|
8.03
|
|
9,157,695
|
|
73,548
|
|
177,786
|
|
|
9,157,695
|
|
|
9,157,695
|
|
73,548
|
|
177,786
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
Weighted
average
exercise price
2019
cents per share
|
|
|
Number of
options
2019
000s
|
|
|
Weighted
average
exercise price
2018
cents per share
|
|
|
Number of
options 2018 000s |
|
|
|
|
|
|
|
|
|
|
||||
Outstanding at the beginning of the year
|
|
309
|
|
|
9,100
|
|
|
266
|
|
|
14,613
|
|
Exercised
|
|
246
|
|
|
(5,600
|
)
|
|
195
|
|
|
(5,513
|
)
|
Forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outstanding at the end of the year
|
|
411
|
|
|
3,500
|
|
|
309
|
|
|
9,100
|
|
Exercisable at the end of the year
|
|
411
|
|
|
2,625
|
|
|
285
|
|
|
7,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
000s |
|
|
March 31, 2018
000s |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Annual shareholder return
|
|
Grant date
|
|
Expiry date
|
|
Exercise price
|
|
|
|
|
|
||
10%
|
|
November 7, 2012
|
|
November 7, 2018
|
|
246
|
cents
|
|
—
|
|
|
5,600
|
|
10%
|
|
September 10, 2014
|
|
September 10, 2020
|
|
411
|
cents
|
|
3,500
|
|
|
3,500
|
|
|
|
|
|
|
|
|
|
3,500
|
|
|
9,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
September 10,
2014 000s |
|
|
Total
000s
|
|
C Tasker
(1)
|
|
1,500
|
|
|
1,500
|
|
G Pretorius
|
|
1,000
|
|
|
1,000
|
|
C Lewis
|
|
1,000
|
|
|
1,000
|
|
|
|
3,500
|
|
|
3,500
|
|
Option strike price (cents per share)
|
|
411
|
|
|
|
|
JSE share price on grant date (cents per share)
|
|
411
|
|
|
|
|
Expiry date
|
|
September 10, 2020
|
|
|
|
|
Performance condition
|
|
|
|
|
||
Minimum shareholder return of
|
|
10
|
%
|
|
|
|
|
|
|
November 7,
2012 000s |
|
|
September 10,
2014 000s |
|
|
Total
000s
|
|
S Joselowitz
(1)
|
|
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
C Tasker
(1)
|
|
|
|
2,000
|
|
|
1,500
|
|
|
3,500
|
|
G Pretorius
|
|
|
|
1,100
|
|
|
1,000
|
|
|
2,100
|
|
C Lewis
|
|
|
|
—
|
|
|
1,000
|
|
|
1,000
|
|
|
|
|
|
5,600
|
|
|
3,500
|
|
|
9,100
|
|
Option strike price (cents per share)
|
|
|
|
246
|
|
|
411
|
|
|
|
|
JSE share price on grant date (cents per share)
|
|
|
|
300
|
|
|
411
|
|
|
|
|
Expiry date
|
|
|
|
November 7, 2018
|
|
|
September 10, 2020
|
|
|
|
|
Performance condition
|
|
|
|
|
|
|
|
|
|||
Minimum shareholder return of
|
|
|
|
10
|
%
|
|
10
|
%
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
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
|
|
August 21, 2018
|
|
2,500,000
|
|
|
November 7, 2012
|
|
246
|
|
|
10
|
%
|
|
910
|
|
C Tasker
|
|
September 11, 2018
|
|
2,000,000
|
|
|
November 7, 2012
|
|
246
|
|
|
10
|
%
|
|
907
|
|
G Pretorius
|
|
November 6, 2018
|
|
1,100,000
|
|
|
November 7, 2012
|
|
246
|
|
|
10
|
%
|
|
1,030
|
|
|
|
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) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
C Tasker
|
|
November 29, 2017
|
|
2,000,000
|
|
|
January 3, 2012
|
|
154
|
|
|
10
|
%
|
|
628
|
|
G Pretorius
|
|
August 8, 2017
|
|
400,000
|
|
|
November 07, 2012
|
|
246
|
|
|
10
|
%
|
|
451
|
|
G Pretorius
|
|
November 22, 2017
|
|
750,000
|
|
|
January 3, 2012
|
|
154
|
|
|
10
|
%
|
|
648
|
|
C Lewis
|
|
March 2, 2018
|
|
1,500,000
|
|
|
November 07, 2012
|
|
246
|
|
|
10
|
%
|
|
600
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
Weighted
average award price 2019 cents per share |
|
|
Number of
SARSs 2019
000s
|
|
|
Weighted
average award price 2018 cents per share |
|
|
Number of
SARs 2018
000s
|
|
|
|
|
|
|
|
|
|
|
||||
Outstanding at the beginning of the year
|
|
322
|
|
|
28,039
|
|
|
309
|
|
|
20,810
|
|
Granted on May 25, 2018
|
|
964
|
|
|
500
|
|
|
—
|
|
|
—
|
|
Granted on December 14, 2018
|
|
965
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
Granted on May 30, 2017
|
|
—
|
|
|
—
|
|
|
346
|
|
|
10,000
|
|
Exercised
|
|
306
|
|
|
(1,593
|
)
|
|
310
|
|
|
(1,709
|
)
|
Forfeited
|
|
320
|
|
|
(2,025
|
)
|
|
314
|
|
|
(1,062
|
)
|
Outstanding at the end of the year
|
|
360
|
|
|
25,921
|
|
|
322
|
|
|
28,039
|
|
Exercisable at the end of the year
|
|
312
|
|
|
4,419
|
|
|
313
|
|
|
1,306
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
000s |
|
|
March 31, 2018
000s |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Annual shareholder return
|
|
Grant date
|
|
Expiry date
|
|
Award price
|
|
|
|
|
|
||
10%
|
|
August 31, 2015
|
|
August 31, 2021
|
|
313
|
|
|
6,090
|
|
|
7,764
|
|
10%
|
|
May 30, 2016
|
|
May 30, 2022
|
|
294
|
|
|
5,369
|
|
|
6,525
|
|
10%
|
|
November 24, 2016
|
|
November 24, 2022
|
|
328
|
|
|
4,000
|
|
|
4,000
|
|
10%
|
|
May 30, 2017
|
|
May 30, 2023
|
|
346
|
|
|
8,962
|
|
|
9,750
|
|
10%
|
|
May 25, 2018
|
|
May 25, 2024
|
|
964
|
|
|
500
|
|
|
—
|
|
10%
|
|
December 14, 2018
|
|
December 14, 2024
|
|
965
|
|
|
1,000
|
|
|
—
|
|
|
|
|
|
|
|
|
|
25,921
|
|
|
28,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
August 31,
2015 000s |
|
|
May 30,
2016 000s |
|
|
November 24,
2016 000s |
|
|
May 30,
2017 000s |
|
|
Total
000s
|
|
S Joselowitz
(1)
|
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
1,100
|
|
|
3,100
|
|
C Tasker
(1)
|
|
750
|
|
|
750
|
|
|
875
|
|
|
1,100
|
|
|
3,475
|
|
P Dell
(1)
|
|
200
|
|
|
200
|
|
|
875
|
|
|
1,100
|
|
|
2,375
|
|
G Pretorius
|
|
500
|
|
|
500
|
|
|
875
|
|
|
1,100
|
|
|
2,975
|
|
C Lewis
|
|
500
|
|
|
500
|
|
|
875
|
|
|
1,100
|
|
|
2,975
|
|
|
|
2,950
|
|
|
2,950
|
|
|
3,500
|
|
|
5,500
|
|
|
14,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
JSE share price on grant date (cents per share)
|
|
319
|
|
|
289
|
|
|
328
|
|
|
345
|
|
|
|
|
Expiry date
|
|
August 31, 2021
|
|
|
May 30, 2022
|
|
|
November 24, 2022
|
|
|
May 30, 2023
|
|
|
|
|
Performance condition
|
|
|
|
|
|
|
|
|
|
|
|||||
Minimum shareholder return of
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
|
|
|
August 31,
2015 000s |
|
|
May 30,
2016 000s |
|
|
November 24,
2016 000s |
|
|
May 30,
2017 000s |
|
|
Total
000s
|
|
S Joselowitz
(1)
|
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
1,100
|
|
|
3,100
|
|
C Tasker
(1)
|
|
750
|
|
|
750
|
|
|
875
|
|
|
1,100
|
|
|
3,475
|
|
P Dell
(1)
|
|
200
|
|
|
200
|
|
|
875
|
|
|
1,100
|
|
|
2,375
|
|
G Pretorius
|
|
500
|
|
|
500
|
|
|
875
|
|
|
1,100
|
|
|
2,975
|
|
C Lewis
|
|
500
|
|
|
500
|
|
|
875
|
|
|
1,100
|
|
|
2,975
|
|
|
|
2,950
|
|
|
2,950
|
|
|
3,500
|
|
|
5,500
|
|
|
14,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
JSE share price on grant date (cents per share)
|
|
319
|
|
|
289
|
|
|
328
|
|
|
345
|
|
|
|
|
Expiry date
|
|
August 31, 2021
|
|
|
May 30, 2022
|
|
|
November 24, 2022
|
|
|
May 30, 2023
|
|
|
|
|
Performance condition
|
|
|
|
|
|
|
|
|
|
|
|||||
Minimum shareholder return of
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
Total
shareholder return |
|
|
Total
shareholder return |
|
|
|
|
|
|
|
|
||
Grant date
|
|
December 14, 2018
|
|
|
May 25, 2018
|
|
|
Grant date fair value (cents per share)
|
|
399.5
|
|
|
434.8
|
|
|
Award price (cents per share)
|
|
965
|
|
|
964
|
|
|
JSE share price on grant date (cents per share)
|
|
922
|
|
|
989
|
|
|
Expiry date
|
|
December 14, 2024
|
|
|
May 25, 2024
|
|
|
Performance conditions
|
|
|
|
|
|
||
– Total shareholder return of (%)
|
|
10.0
|
|
|
10.0
|
|
|
Remaining contractual life at March 31, 2019
|
|
5.71
|
|
|
5.16
|
|
|
|
|
|
|
|
|
||
Valuation assumptions and drivers
|
|
|
|
|
|
||
Volatility (%)
|
|
41.0
|
|
|
41.0
|
|
|
Anticipated forfeiture rate (%)
|
|
5.0
|
|
|
5.0
|
|
|
Anticipated dividend yield (%)
|
|
1.55
|
|
|
1.45
|
|
|
Annual risk-free interest rate (%)
|
|
7.52
|
|
|
7.05
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
shareholder return |
|
|
|
|
|
|
|
|
|
Grant date
|
|
|
|
May 30, 2017
|
|
|
Grant date fair value (cents per share)
|
|
|
|
128.4
|
|
|
Award price (cents per share)
|
|
|
|
346
|
|
|
JSE share price on grant date (cents per share)
|
|
|
|
345
|
|
|
Expiry date
|
|
|
|
May 30, 2023
|
|
|
Performance conditions
|
|
|
|
|
|
|
– Total shareholder return of (%)
|
|
|
|
10.0
|
|
|
Remaining contractual life at March 31, 2018
|
|
|
|
5.17
|
|
|
|
|
|
|
|
|
|
Valuation assumptions and drivers
|
|
|
|
|
|
|
Volatility (%)
|
|
|
|
41.5
|
|
|
Anticipated forfeiture rate (%)
|
|
|
|
5.0
|
|
|
Anticipated dividend yield (%)
|
|
|
|
3.84
|
|
|
Annual risk-free interest rate (%)
|
|
|
|
7.51
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
•
|
Cumulative subscription revenue for the 2019 and 2020 fiscal years of
R3,588 million
; and
|
•
|
Cumulative Adjusted EBITDA for the 2019 and 2020 fiscal years of
R1,322 million
.
|
|
|
Number of
performance shares 2019 000s |
|
|
|
|
|
|
|
Outstanding at the beginning of the year
|
|
—
|
|
|
Granted on November 05, 2018
|
|
4,000
|
|
|
Forfeited
|
|
(200
|
)
|
|
Outstanding at the end of the year
|
|
3,800
|
|
|
Exercisable at the end of the year
|
|
—
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
Performance shares
|
|
|
|
|
|
|
|
Grant date
|
|
November 05, 2018
|
|
|
Grant date fair value (cents per share)
|
|
587.2
|
|
|
JSE share price on grant date (cents per share)
|
|
1,000
|
|
|
Expiry date (estimated)*
|
|
June 14, 2020
|
|
|
Performance conditions (R’million)
|
|
|
|
|
The following two constant currency targets both need to be met for the performance share awards to vest:
|
|
|
|
|
– Cumulative subscription revenue for fiscal years 2019 and 2020 and
|
|
3,588
|
|
|
– Cumulative Adjusted EBITDA for fiscal years 2019 and 2020
|
|
1,322
|
|
|
The targets have been derived using an average forecast exchange rate of R13.8000 per $1.00
|
|
|
|
|
Remaining contractual life at March 31, 2019
|
|
1.31
|
|
|
|
|
|
|
|
Valuation assumptions and drivers
|
|
|
|
|
Probability (%)
|
|
60.0
|
|
|
Anticipated forfeiture rate (%)
|
|
5.0
|
|
|
Anticipated present value of dividends (cents per share)
|
|
21.4
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
November 05,
2018 000s |
|
|
Total
000s
|
|
S Joselowitz
(1)
|
|
400
|
|
|
400
|
|
C Tasker
(1)
|
|
400
|
|
|
400
|
|
P Dell
(1)
|
|
200
|
|
|
200
|
|
G Pretorius
|
|
400
|
|
|
400
|
|
C Lewis
|
|
400
|
|
|
400
|
|
|
|
1,800
|
|
|
1,800
|
|
|
|
|
|
|
||
JSE share price on grant date (cents per share)
|
|
1,000
|
|
|
|
|
Expiry date (estimated)
|
|
June 14, 2020
|
|
|
|
|
Performance condition
|
|
R'million
|
|
|
|
|
The following two constant currency targets both need to be met for the performance share awards to vest:
|
|
|
|
|
||
Cumulative subscription revenue for fiscal years 2019 and 2020 and
|
|
3,588
|
|
|
|
|
Cumulative Adjusted EBITDA for fiscal years 2019 and 2020
|
|
1,322
|
|
|
|
|
The targets have been derived using an average forecast exchange rate of R13.8000 per $1.00
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
Opening balance
|
|
(51,614
|
)
|
|
(4,370
|
)
|
Foreign currency translation*
|
|
115,744
|
|
|
(60,576
|
)
|
– Movement for the year – Gross
|
|
114,593
|
|
|
(60,339
|
)
|
– Tax effect of movement
|
|
1,151
|
|
|
(237
|
)
|
Share-based payments (notes 24 and 32.2)
|
|
19,082
|
|
|
14,833
|
|
– Transaction
|
|
12,140
|
|
|
9,000
|
|
– Excess tax benefit
|
|
6,942
|
|
|
5,833
|
|
Transaction with non-controlling interests**
|
|
—
|
|
|
(1,501
|
)
|
Closing balance
|
|
83,212
|
|
|
(51,614
|
)
|
|
|
|
|
|
||
Foreign currency translation*
|
|
157,970
|
|
|
42,226
|
|
Reserve on transaction with non-controlling interest**
|
|
(138,939
|
)
|
|
(138,939
|
)
|
Share-based payments
|
|
64,181
|
|
|
45,099
|
|
Closing balance
|
|
83,212
|
|
|
(51,614
|
)
|
|
|
|
|
|
|
|
|
Interest rate
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
|
|
||
Undrawn borrowing facilities at floating rates include:
|
|
|
|
|
|
|
||
– Standard Bank Limited:
|
|
|
|
|
|
|
||
Overdraft
|
|
Prime less 1.2%
|
|
39,738
|
|
|
52,280
|
|
Vehicle and asset finance
|
|
Prime less 1.2%
|
|
8,500
|
|
|
8,500
|
|
– Nedbank Limited overdraft
|
|
Prime less 2%
|
|
10,000
|
|
|
10,000
|
|
|
|
|
|
58,238
|
|
|
70,780
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
•
|
An unrestricted cession of book debts by the following entities:
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
Trade payables
|
|
90,770
|
|
|
98,094
|
|
Accruals
|
|
200,502
|
|
|
176,963
|
|
Revenue received in advance
(1)
|
|
88,552
|
|
|
66,120
|
|
Recurring commission liability
|
|
5,304
|
|
|
*
|
|
Value added taxes
|
|
11,280
|
|
|
6,646
|
|
Other
|
|
3,461
|
|
|
2,696
|
|
|
|
399,869
|
|
|
350,519
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
Deferred tax liabilities
|
|
|
|
|
||
Capital allowances for tax purposes
|
|
79,800
|
|
|
42,828
|
|
Intangible assets
|
|
66,442
|
|
|
57,084
|
|
Pre-payments
|
|
3,012
|
|
|
2,857
|
|
Deferred foreign currency gains
|
|
84,978
|
|
|
33,858
|
|
Capitalized commission assets
|
|
13,805
|
|
|
—
|
|
Right-of-use assets
|
|
6,940
|
|
|
—
|
|
Other
|
|
2,108
|
|
|
887
|
|
Gross deferred tax liabilities
|
|
257,085
|
|
|
137,514
|
|
Set-off of deferred tax balances
|
|
(118,036
|
)
|
|
(54,856
|
)
|
Net deferred tax liabilities
|
|
139,049
|
|
|
82,658
|
|
Deferred tax assets
|
|
|
|
|
||
Revenue received in advance
|
|
16,835
|
|
|
15,730
|
|
Capital allowances for tax purposes
|
|
27,720
|
|
|
30,556
|
|
Provisions, accruals and lease straight-lining
|
|
48,341
|
|
|
33,910
|
|
Assessable losses
|
|
43,140
|
|
|
5,892
|
|
Share-based payments
|
|
16,828
|
|
|
8,187
|
|
Deferred foreign currency losses
|
|
4,052
|
|
|
—
|
|
Recurring commission liability
|
|
1,078
|
|
|
—
|
|
Capitalized lease liability
|
|
7,592
|
|
|
—
|
|
Expected credit losses
|
|
1,022
|
|
|
—
|
|
Other
|
|
3,094
|
|
|
1,298
|
|
Gross deferred tax assets
|
|
169,702
|
|
|
95,573
|
|
Set-off of deferred tax balances
|
|
(118,036
|
)
|
|
(54,856
|
)
|
Net deferred tax assets
|
|
51,666
|
|
|
40,717
|
|
Net deferred tax liability
|
|
(87,383
|
)
|
|
(41,941
|
)
|
|
|
|
|
|
||
The gross movement in net deferred tax assets/(liabilities) is as follows:
|
|
|
|
|
||
Beginning of the year
|
|
(41,941
|
)
|
|
(71,937
|
)
|
Adjustment on initial application of IFRS 15, IFRS 16 and IFRS 9 (note 2.1.1.1)
|
|
(7,923
|
)
|
|
—
|
|
Foreign currency translations
|
|
1,563
|
|
|
(578
|
)
|
Credited to equity (note 14)
|
|
8,093
|
|
|
5,596
|
|
– Foreign currency translation on net investment loans
|
|
1,151
|
|
|
(237
|
)
|
– Share-based payment - excess tax benefit
|
|
6,942
|
|
|
5,833
|
|
Income statement charge (note 29)
|
|
(47,175
|
)
|
|
24,978
|
|
End of the year
|
|
(87,383
|
)
|
|
(41,941
|
)
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
•
|
South Africa
28%
(2018:
28%
)
|
•
|
Australia
30%
(2018:
30%
)
|
•
|
Brazil
34%
(2018:
34%
)
|
•
|
Romania
16%
(2018:
16%
)
|
•
|
Thailand
20%
(2018:
20%
)
|
•
|
Uganda
30%
(2018:
30%
)
|
•
|
United Arab Emirates
0%
(2018:
0%
)
|
•
|
United Kingdom
17%
(2018:
19%
)
|
•
|
United States of America
25%
(2018:
27%
)
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2018
|
|
|
Adjustment on initial application of IFRS 15, IFRS 16 and IFRS 9
|
|
|
Charged/ (credited) to the income statement (note 29)
|
|
|
Charged/ (credited) directly to equity (note 14)
|
|
|
Foreign
currency translation differences |
|
|
March 31, 2019
|
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital allowances for tax purposes
|
|
42,828
|
|
|
—
|
|
|
35,132
|
|
|
—
|
|
|
1,840
|
|
|
79,800
|
|
Intangible assets
|
|
57,084
|
|
|
—
|
|
|
9,285
|
|
|
—
|
|
|
73
|
|
|
66,442
|
|
Pre-payments
|
|
2,857
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
—
|
|
|
3,012
|
|
Deferred foreign currency gains
|
|
33,858
|
|
|
—
|
|
|
47,993
|
|
|
2,901
|
|
|
226
|
|
|
84,978
|
|
Capitalized commission assets
|
|
—
|
|
|
10,743
|
|
|
3,062
|
|
|
—
|
|
|
—
|
|
|
13,805
|
|
Right-of-use asset capitalized
|
|
—
|
|
|
1,165
|
|
|
5,775
|
|
|
—
|
|
|
—
|
|
|
6,940
|
|
Other
|
|
887
|
|
|
418
|
|
|
803
|
|
|
—
|
|
|
—
|
|
|
2,108
|
|
|
|
137,514
|
|
|
12,326
|
|
|
102,205
|
|
|
2,901
|
|
|
2,139
|
|
|
257,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue received in advance
|
|
(15,730
|
)
|
|
—
|
|
|
(1,097
|
)
|
|
—
|
|
|
(8
|
)
|
|
(16,835
|
)
|
Capital allowances for tax purposes
|
|
(30,556
|
)
|
|
—
|
|
|
2,905
|
|
|
—
|
|
|
(69
|
)
|
|
(27,720
|
)
|
Provisions, accruals and lease straight-lining
|
|
(33,910
|
)
|
|
—
|
|
|
(13,969
|
)
|
|
—
|
|
|
(462
|
)
|
|
(48,341
|
)
|
Assessable losses
|
|
(5,892
|
)
|
|
—
|
|
|
(34,617
|
)
|
|
—
|
|
|
(2,631
|
)
|
|
(43,140
|
)
|
Deferred foreign currency losses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,052
|
)
|
|
—
|
|
|
(4,052
|
)
|
Share-based payments
|
|
(8,187
|
)
|
|
—
|
|
|
(1,699
|
)
|
|
(6,942
|
)
|
|
—
|
|
|
(16,828
|
)
|
Recurring commission liability
|
|
—
|
|
|
(2,004
|
)
|
|
926
|
|
|
—
|
|
|
—
|
|
|
(1,078
|
)
|
Capitalized lease liability
|
|
—
|
|
|
(1,296
|
)
|
|
(6,296
|
)
|
|
—
|
|
|
—
|
|
|
(7,592
|
)
|
Expected credit losses
|
|
—
|
|
|
(512
|
)
|
|
(510
|
)
|
|
—
|
|
|
—
|
|
|
(1,022
|
)
|
Other
|
|
(1,298
|
)
|
|
(591
|
)
|
|
(673
|
)
|
|
—
|
|
|
(532
|
)
|
|
(3,094
|
)
|
|
|
(95,573
|
)
|
|
(4,403
|
)
|
|
(55,030
|
)
|
|
(10,994
|
)
|
|
(3,702
|
)
|
|
(169,702
|
)
|
Net deferred tax liability
|
|
41,941
|
|
|
7,923
|
|
|
47,175
|
|
|
(8,093
|
)
|
|
(1,563
|
)
|
|
87,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2017
|
|
|
Charged/ (credited) to the income statement (note 29)
|
|
|
Charged/ (credited) directly to equity (note 14)
|
|
|
Foreign
currency translation differences |
|
|
March 31, 2018
|
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
|
R’000
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital allowances for tax purposes
|
|
33,616
|
|
|
9,185
|
|
|
—
|
|
|
27
|
|
|
42,828
|
|
Intangible assets
|
|
49,807
|
|
|
7,279
|
|
|
—
|
|
|
(2
|
)
|
|
57,084
|
|
Pre-payments
|
|
2,815
|
|
|
68
|
|
|
—
|
|
|
(26
|
)
|
|
2,857
|
|
Deferred foreign currency gains
|
|
61,616
|
|
|
(28,318
|
)
|
|
237
|
|
|
323
|
|
|
33,858
|
|
Other
|
|
1,106
|
|
|
105
|
|
|
—
|
|
|
(324
|
)
|
|
887
|
|
|
|
148,960
|
|
|
(11,681
|
)
|
|
237
|
|
|
(2
|
)
|
|
137,514
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue received in advance
|
|
(14,304
|
)
|
|
(1,426
|
)
|
|
—
|
|
|
—
|
|
|
(15,730
|
)
|
Capital allowances for tax purposes
|
|
(22,107
|
)
|
|
(8,503
|
)
|
|
—
|
|
|
54
|
|
|
(30,556
|
)
|
Provisions, accruals and lease straight-lining
|
|
(28,731
|
)
|
|
(5,572
|
)
|
|
—
|
|
|
393
|
|
|
(33,910
|
)
|
Assessable losses
|
|
(10,736
|
)
|
|
4,713
|
|
|
—
|
|
|
131
|
|
|
(5,892
|
)
|
Share-based payments
|
|
—
|
|
|
(2,354
|
)
|
|
(5,833
|
)
|
|
—
|
|
|
(8,187
|
)
|
Other
|
|
(1,145
|
)
|
|
(155
|
)
|
|
—
|
|
|
2
|
|
|
(1,298
|
)
|
|
|
(77,023
|
)
|
|
(13,297
|
)
|
|
(5,833
|
)
|
|
580
|
|
|
(95,573
|
)
|
Net deferred tax liability
|
|
71,937
|
|
|
(24,978
|
)
|
|
(5,596
|
)
|
|
578
|
|
|
41,941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
Product warranties
|
|
|
|
|
||
Beginning of the year
|
|
13,785
|
|
|
11,538
|
|
Income statement charge
|
|
2,993
|
|
|
5,772
|
|
Utilized
|
|
(5,916
|
)
|
|
(3,452
|
)
|
Foreign currency translation differences
|
|
401
|
|
|
(73
|
)
|
End of the year
|
|
11,263
|
|
|
13,785
|
|
Non-current portion
|
|
(291
|
)
|
|
(516
|
)
|
Current portion
|
|
10,972
|
|
|
13,269
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
Maintenance provision
|
|
|
|
|
||
Beginning of the year
|
|
4,429
|
|
|
3,511
|
|
Income statement charge
|
|
20,098
|
|
|
13,695
|
|
Utilized
|
|
(17,923
|
)
|
|
(12,604
|
)
|
Foreign currency translation differences
|
|
311
|
|
|
(173
|
)
|
End of the year
|
|
6,915
|
|
|
4,429
|
|
Non-current portion
|
|
—
|
|
|
—
|
|
Current portion
|
|
6,915
|
|
|
4,429
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
Decommissioning provision
|
|
|
|
|
||
Beginning of the year
|
|
1,616
|
|
|
1,424
|
|
Finance costs (note 26)
|
|
44
|
|
|
213
|
|
Foreign currency translation differences
|
|
275
|
|
|
(21
|
)
|
End of the year
|
|
1,935
|
|
|
1,616
|
|
Non-current portion
|
|
(1,935
|
)
|
|
(1,616
|
)
|
Current portion
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
Restructuring provision
|
|
|
|
|
||
Beginning of the year
|
|
24
|
|
|
11,465
|
|
Income statement charge/(reversal) (note 24)
|
|
3,034
|
|
|
(741
|
)
|
Utilized
|
|
(2,278
|
)
|
|
(10,653
|
)
|
Foreign currency translation differences
|
|
4
|
|
|
(47
|
)
|
End of the year
|
|
784
|
|
|
24
|
|
Non-current portion
|
|
—
|
|
|
—
|
|
Current portion
|
|
784
|
|
|
24
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
|
|||
Other provisions
|
|
|
|
|
|||
Beginning of the year
|
|
2,561
|
|
|
2,673
|
|
|
Income statement charge
|
|
227
|
|
|
224
|
|
|
Utilized
|
|
—
|
|
|
—
|
|
|
Foreign currency translation differences
|
|
590
|
|
|
(336
|
)
|
|
End of the year
|
|
3,378
|
|
|
2,561
|
|
|
Non-current portion
|
|
—
|
|
|
—
|
|
|
Current portion
|
|
3,378
|
|
—
|
|
2,561
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
Total provisions
|
|
|
|
|
||
Product warranties
|
|
11,263
|
|
|
13,785
|
|
Maintenance provision
|
|
6,915
|
|
|
4,429
|
|
Decommissioning provision
|
|
1,935
|
|
|
1,616
|
|
Restructuring provision
|
|
784
|
|
|
24
|
|
Other provisions
|
|
3,378
|
|
|
2,561
|
|
Total provision
|
|
24,275
|
|
|
22,415
|
|
Non-current portion
|
|
(2,226
|
)
|
|
(2,132
|
)
|
Current provision
|
|
22,049
|
|
|
20,283
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
Current
|
|
10,745
|
|
|
*
|
Non-current
|
|
31,183
|
|
|
*
|
Total capitalized lease liability
|
|
41,928
|
|
|
*
|
|
|
|
|
|
|
Reconciliation of total capitalized lease liability
|
|
|
|
|
|
Opening finance lease liability
|
|
—
|
|
|
*
|
Adjustment on initial application of IFRS 16
|
|
32,104
|
|
|
*
|
Finance costs (note 26)
|
|
2,214
|
|
|
*
|
Additions
|
|
15,116
|
|
|
*
|
Capital repayments
|
|
(11,435
|
)
|
|
*
|
Interest repayments
|
|
(2,053
|
)
|
|
*
|
Foreign currency translation differences
|
|
5,982
|
|
|
*
|
Total capitalized lease liability
|
|
41,928
|
|
|
*
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
Movement in share-based payment liability for the year
|
|
|
|
|
||
Opening balance
|
|
—
|
|
|
—
|
|
Share-based payment expense recognized during the year
|
|
—
|
|
|
1,352
|
|
Payment made in settlement of the share-based payment liability
|
|
—
|
|
|
(1,353
|
)
|
Foreign currency translation differences
|
|
—
|
|
|
1
|
|
Closing balance
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Subscription revenue
|
|
1,693,245
|
|
|
1,434,615
|
|
|
1,239,914
|
|
Hardware revenue
|
|
241,837
|
|
|
227,752
|
|
|
222,315
|
|
Driver training, installation and other revenue
|
|
40,781
|
|
|
50,115
|
|
|
77,829
|
|
|
|
1,975,863
|
|
|
1,712,482
|
|
|
1,540,058
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Insurance reimbursement relating to operating costs
|
|
—
|
|
|
2,500
|
|
|
—
|
|
Profit/(loss) on disposal of property, plant and equipment and intangible assets (note 32.2)
|
|
586
|
|
|
1,264
|
|
|
(262
|
)
|
Other
|
|
423
|
|
|
482
|
|
|
688
|
|
|
|
1,009
|
|
|
4,246
|
|
|
426
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Operating profit is stated after accounting for the following charges:
|
|
|
|
|
|
|
|||
Amortization (notes 7 and 32.2)
|
|
64,877
|
|
|
63,926
|
|
|
44,734
|
|
Depreciation (notes 6 and 32.2)
|
|
183,478
|
|
|
151,945
|
|
|
98,508
|
|
Amortization of capitalized commission assets (notes 8 and 32.2)
|
|
30,477
|
|
|
—
|
|
|
—
|
|
Impairment of intangible assets (notes 7 and 32.2)
|
|
930
|
|
|
2,687
|
|
|
3,166
|
|
Impairment/(reversal of impairment) of property, plant and equipment (notes 6 and 32.2)
|
|
—
|
|
|
9
|
|
|
(791
|
)
|
Restructuring costs (note 19)
|
|
3,034
|
|
|
(741
|
)
|
|
14,561
|
|
Write-down of inventory to net realizable value (notes 9 and 32.2)
|
|
4,112
|
|
|
9,294
|
|
|
9,967
|
|
Research expenditure
|
|
685
|
|
|
1,624
|
|
|
2,398
|
|
Professional fees
|
|
36,686
|
|
|
32,689
|
|
|
22,358
|
|
Lease expenses
|
|
12,863
|
|
|
24,622
|
|
|
24,690
|
|
– Operating lease charges – premises, vehicles and equipment under IAS 17
|
|
*
|
|
|
24,622
|
|
|
24,690
|
|
– Expenses relating to short-term leases under IFRS 16
|
|
12,659
|
|
|
*
|
|
|
*
|
|
– Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets under IFRS 16
|
|
204
|
|
|
*
|
|
|
*
|
|
Staff costs
|
|
625,958
|
|
|
601,656
|
|
|
587,474
|
|
– Salaries, wages and other costs
|
|
584,648
|
|
|
564,207
|
|
|
554,793
|
|
– Pension costs (note 17)
|
|
29,170
|
|
|
27,097
|
|
|
29,370
|
|
– Equity-settled share-based payments (notes 14 and 32.2)
|
|
12,140
|
|
|
9,000
|
|
|
2,247
|
|
– Cash-settled share-based payments (note 20)
|
|
—
|
|
|
1,352
|
|
|
1,064
|
|
|
|
|
|
|
|
|
|||
Number of employees at the end of the year
|
|
1,078
|
|
|
1,054
|
|
|
1,056
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Current accounts and short-term bank deposits
|
|
10,274
|
|
|
8,508
|
|
|
14,052
|
|
Finance lease receivable income
|
|
—
|
|
|
3
|
|
|
20
|
|
Tax authorities
|
|
999
|
|
|
303
|
|
|
—
|
|
Other
|
|
630
|
|
|
137
|
|
|
520
|
|
|
|
11,903
|
|
|
8,951
|
|
|
14,592
|
|
|
|
|
|
|
|
|
|||
Net foreign exchange gains
|
|
383
|
|
|
—
|
|
|
1,476
|
|
|
|
|
|
|
|
|
|||
|
|
12,286
|
|
|
8,951
|
|
|
16,068
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Overdraft
|
|
(2,723
|
)
|
|
(2,324
|
)
|
|
(2,259
|
)
|
Impact of discounting related to the fiscal 2017 share repurchase transaction (note 13)
|
|
—
|
|
|
—
|
|
|
(3,222
|
)
|
Other long-term loans
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
Decommissioning provision (note 19)
|
|
(44
|
)
|
|
(213
|
)
|
|
—
|
|
Capitalized lease liability (note 20)
|
|
(2,214
|
)
|
|
*
|
|
|
*
|
|
Significant financing activity **
|
|
(4,920
|
)
|
|
*
|
|
|
*
|
|
Recurring commission liability
|
|
(802
|
)
|
|
*
|
|
|
*
|
|
Other
|
|
(197
|
)
|
|
(1,410
|
)
|
|
(146
|
)
|
|
|
(10,900
|
)
|
|
(3,947
|
)
|
|
(5,677
|
)
|
|
|
|
|
|
|
|
|||
Net foreign exchange losses
|
|
—
|
|
|
(5,073
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|||
|
|
(10,900
|
)
|
|
(9,020
|
)
|
|
(5,677
|
)
|
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Auditors’ remuneration
|
|
11,259
|
|
|
12,076
|
|
|
8,821
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
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 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-executive directors
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
R Bruyns
(2)
|
|
900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
900
|
|
||||
F Futwa
(2),(3)
|
|
371
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
371
|
|
||||
R Frew
(2)
|
|
760
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
760
|
|
||||
E Banda
(4)
|
|
130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
||||
A Welton
|
|
625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
625
|
|
||||
I Jacobs
|
|
400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400
|
|
||||
F Roji-Maplanka
|
|
600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600
|
|
||||
|
|
3,786
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,786
|
|
||||
Value added tax
(2)
|
|
305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
305
|
|
||||
Executive committee
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
S Joselowitz
(6)
|
|
—
|
|
|
7,383
|
|
|
—
|
|
|
—
|
|
|
9,276
|
|
|
16,659
|
|
||||
C Tasker
(6)
|
|
—
|
|
|
5,820
|
|
|
—
|
|
|
—
|
|
|
7,097
|
|
|
12,917
|
|
||||
P Dell
(6)
|
|
—
|
|
|
1,950
|
|
|
180
|
|
|
77
|
|
|
2,774
|
|
|
4,981
|
|
||||
G Pretorius
|
|
—
|
|
|
2,843
|
|
|
281
|
|
|
481
|
|
|
3,280
|
|
|
6,885
|
|
||||
C Lewis
|
|
—
|
|
|
2,808
|
|
|
67
|
|
|
117
|
|
|
2,786
|
|
|
5,778
|
|
||||
|
|
4,091
|
|
|
20,804
|
|
|
|
528
|
|
|
675
|
|
|
25,213
|
|
|
51,311
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-executive directors
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
R Bruyns
(2)
|
|
773
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
773
|
|
||||
C Ewing
(2),(7)
|
|
348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
348
|
|
||||
R Frew
(2)
|
|
746
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
746
|
|
||||
E Banda
|
|
486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
486
|
|
||||
A Welton
|
|
614
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
614
|
|
||||
I Jacobs
|
|
386
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
386
|
|
||||
F Roji-Maplanka
(8)
|
|
292
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
292
|
|
||||
|
|
3,645
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,645
|
|
Value added tax
(2)
|
|
266
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
266
|
|
||||
Executive committee
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
S Joselowitz
(6)
|
|
—
|
|
|
6,841
|
|
|
—
|
|
|
—
|
|
|
6,737
|
|
|
13,578
|
|
||||
C Tasker
(6)
|
|
—
|
|
|
5,393
|
|
|
—
|
|
|
—
|
|
|
4,133
|
|
|
9,526
|
|
||||
P Dell
(6)
|
|
—
|
|
|
1,844
|
|
|
100
|
|
|
71
|
|
|
1,750
|
|
|
3,765
|
|
||||
G Pretorius
|
|
—
|
|
|
2,573
|
|
|
268
|
|
|
433
|
|
|
3,299
|
|
|
6,573
|
|
||||
C Lewis
|
|
—
|
|
|
2,570
|
|
|
122
|
|
|
130
|
|
|
2,603
|
|
|
5,425
|
|
||||
|
|
3,911
|
|
|
19,221
|
|
—
|
|
490
|
|
—
|
|
634
|
|
—
|
|
18,522
|
|
—
|
|
42,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
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), (9)
|
|
115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115
|
|
||||
I Jacobs
(10)
|
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
277
|
|
||||
G Nakos
(11)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
3,442
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,442
|
|
Value added tax
(2)
|
|
95
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Executive committee
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
S Joselowitz
(6)
|
|
—
|
|
|
7,219
|
|
|
—
|
|
|
—
|
|
|
3,404
|
|
|
10,623
|
|
||||
M Pydigadu
(12)
|
|
—
|
|
|
2,101
|
|
|
98
|
|
|
80
|
|
|
1,206
|
|
|
3,485
|
|
||||
C Tasker
(6)
|
|
—
|
|
|
3,612
|
|
|
178
|
|
|
256
|
|
|
1,511
|
|
|
5,557
|
|
||||
B Horan
(13)
|
|
—
|
|
|
1,215
|
|
|
63
|
|
|
47
|
|
|
1,456
|
|
|
2,781
|
|
||||
P Dell
(14)
|
|
—
|
|
|
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
|
|
(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 July 4, 2018.
|
(4)
|
Resigned from the Board with effect July 4, 2018.
|
(5)
|
All prescribed officers of the Company are included as part of the executive committee.
|
(6)
|
Executive director as at March 31, 2019, March 31, 2018 and March 31, 2017.
|
(7)
|
Resigned from the Board with effect from November 7, 2017.
|
(8)
|
Appointed to the Board with effect from October 3, 2017.
|
(9)
|
Appointed to the Board with effect from November 19, 2014, resigned from the Board with effect from August 18, 2016.
|
(10)
|
Appointed to the Board with effect from June 1, 2016.
|
(11)
|
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.
|
(12)
|
Resigned from the Board with effect from February 9, 2017.
|
(13)
|
Resigned with effect from September 30, 2016.
|
(14)
|
Appointed as Group executive committee member from February 1, 2017 and to the Board with effect from February 9, 2017. Executive director as at March 31, 2019, March 31, 2018 and March 31, 2017.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Major components of taxation expense
|
|
|
|
|
|
|
|||
Normal taxation
|
|
(90,787
|
)
|
|
(58,668
|
)
|
|
(46,788
|
)
|
– Current
|
|
(87,540
|
)
|
|
(55,385
|
)
|
|
(43,434
|
)
|
– (Under)/Over-provision prior years
|
|
1,318
|
|
|
325
|
|
|
589
|
|
– Foreign tax paid
|
|
(3,800
|
)
|
|
(2,880
|
)
|
|
(3,711
|
)
|
– Withholding tax
|
|
(765
|
)
|
|
(728
|
)
|
|
(232
|
)
|
|
|
|
|
|
|
|
|||
Deferred taxation (note 18)
|
|
(47,175
|
)
|
|
24,978
|
|
|
19,976
|
|
– Current year
|
|
(43,700
|
)
|
|
25,658
|
|
|
20,748
|
|
– Under-provision prior years
|
|
(3,475
|
)
|
|
(680
|
)
|
|
(772
|
)
|
|
|
(137,962
|
)
|
|
(33,690
|
)
|
|
(26,812
|
)
|
|
|
|
|
|
|
|
|
|
Before tax
R’000
|
|
|
Tax impact
R’000
|
|
|
After tax
R’000
|
|
|
|
|
|
|
|
|
|||
2019
|
|
|
|
|
|
|
|||
Exchange differences on translating foreign operations
|
|
114,596
|
|
|
1,151
|
|
|
115,747
|
|
|
|
114,596
|
|
|
1,151
|
|
|
115,747
|
|
|
|
|
|
|
|
|
|
|
Before tax
R’000
|
|
|
Tax impact
R’000
|
|
|
After tax
R’000
|
|
|
|
|
|
|
|
|
|||
2018
|
|
|
|
|
|
|
|||
Exchange differences on translating foreign operations
|
|
(60,331
|
)
|
|
(237
|
)
|
|
(60,568
|
)
|
|
|
(60,331
|
)
|
|
(237
|
)
|
|
(60,568
|
)
|
|
|
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
|
)
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
Profit before taxation
|
|
340,298
|
|
|
214,883
|
|
|
148,253
|
|
Tax at the applicable tax rate of 28%
|
|
95,283
|
|
|
60,167
|
|
|
41,511
|
|
Tax effect of:
|
|
42,679
|
|
|
(26,477
|
)
|
|
(14,699
|
)
|
– Income not subject to tax
|
|
(557
|
)
|
|
(552
|
)
|
|
—
|
|
– Expenses not deductible for tax purposes
(1)
|
|
5,014
|
|
|
6,460
|
|
|
7,409
|
|
– Non-deductible/(non-taxable) foreign exchange movements
(2)
|
`
|
47,318
|
|
|
(28,184
|
)
|
|
(15,884
|
)
|
– Withholding tax
|
|
765
|
|
|
728
|
|
|
232
|
|
– Utilization of prior year assessed losses
(3)
|
|
(5,497
|
)
|
|
(6,452
|
)
|
|
(1,461
|
)
|
– Foreign tax paid
(4)
|
|
3,800
|
|
|
2,880
|
|
|
3,711
|
|
– Tax rate differential
|
|
(3,317
|
)
|
|
(2,546
|
)
|
|
1,281
|
|
– Deferred tax not recognized on assessed losses
|
|
239
|
|
|
517
|
|
|
4,049
|
|
– Deferred tax asset previously not recognized
|
|
(3,598
|
)
|
|
(1,122
|
)
|
|
(5,342
|
)
|
– Under-provision prior years
|
|
2,157
|
|
|
355
|
|
|
183
|
|
– Tax incentives in addition to incurred cost
(5)
|
|
(6,049
|
)
|
|
(3,258
|
)
|
|
(10,387
|
)
|
– Share-based payment expense previously not deductible
|
|
—
|
|
|
(1,049
|
)
|
|
—
|
|
– Imputation of controlled foreign company income
|
|
2,438
|
|
|
2,365
|
|
|
1,453
|
|
– Transfer pricing imputation
|
|
78
|
|
|
3,381
|
|
|
57
|
|
– Other
|
|
(112
|
)
|
|
—
|
|
|
—
|
|
|
|
137,962
|
|
|
33,690
|
|
|
26,812
|
|
|
|
|
|
|
|
|
(1)
|
These non-deductible expenses consist primarily of items of a capital nature and costs attributable to exempt income.
|
(2)
|
The non-deductible/(non-taxable) foreign exchange movements arise as a result of the Group’s internal loan structures.
|
(3)
|
The utilization of assessed losses arises mainly in Europe, Brazil and the Americas where historical assessed losses are being utilized, refer to note 18.
|
(4)
|
The foreign tax paid relates primarily to withholding taxes on revenue earned in jurisdictions where the Group does not have a legal entity.
|
(5)
|
The tax incentives relate mainly to the section 11D allowance detailed below, as well as S12H learnership allowances received.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Profit attributable to owners of the parent
|
|
202,336
|
|
|
181,134
|
|
|
121,458
|
|
Weighted average number of ordinary shares in issue (000s)
|
|
563,578
|
|
|
561,088
|
|
|
629,626
|
|
Basic earnings per share (R)
|
|
0.36
|
|
|
0.32
|
|
|
0.19
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Diluted profit attributable to owners of the parent
|
|
202,336
|
|
|
181,134
|
|
|
121,458
|
|
|
|
|
|
|
|
|
|||
Weighted average number of ordinary shares in issue (000s)
|
|
563,578
|
|
|
561,088
|
|
|
629,626
|
|
Adjusted for:
|
|
|
|
|
|
|
|||
– potentially dilutive effect of share appreciation rights
|
|
16,275
|
|
|
7,230
|
|
|
—
|
|
– potentially dilutive effect of share options
|
|
3,794
|
|
|
5,663
|
|
|
2,193
|
|
Diluted weighted average number of ordinary shares in issue (000s)
|
|
583,647
|
|
|
573,981
|
|
|
631,819
|
|
Diluted earnings per share (R)
|
|
0.35
|
|
|
0.32
|
|
|
0.19
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Reconciliation of adjusted earnings
|
|
|
|
|
|
|
|||
Profit attributable to owners of the parent
|
|
202,336
|
|
|
181,134
|
|
|
121,458
|
|
Net foreign exchange (gains)/losses
|
|
(383
|
)
|
|
5,073
|
|
|
(1,476
|
)
|
IFRS 2 charge on performance share awards (note 13)
|
|
5,110
|
|
|
—
|
|
|
—
|
|
Income tax effect on the above components
(1)
|
|
47,382
|
|
|
(29,403
|
)
|
|
(15,307
|
)
|
Adjusted earnings attributable to owners of the parent
|
|
254,445
|
|
|
156,804
|
|
|
104,675
|
|
|
|
|
|
|
|
|
(1)
|
The income tax effect is mainly influenced by the Group’s internal loan structures (note 29).
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Adjusted earnings attributable to owners of the parent
|
|
254,445
|
|
|
156,804
|
|
|
104,675
|
|
Weighted average number of ordinary shares in issue (000s)
|
|
563,578
|
|
|
561,088
|
|
|
629,626
|
|
Basic adjusted earnings per share (R)
|
|
0.45
|
|
|
0.28
|
|
|
0.17
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Diluted adjusted earnings attributable to owners of the parent
|
|
254,445
|
|
|
156,804
|
|
|
104,675
|
|
Diluted adjusted weighted average number of ordinary shares in issue (000s)
|
|
583,647
|
|
|
573,981
|
|
|
631,819
|
|
Diluted adjusted earnings per share (R)
|
|
0.44
|
|
|
0.27
|
|
|
0.17
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Reconciliation of headline earnings
|
|
|
|
|
|
|
|||
Profit attributable to owners of the parent
|
|
202,336
|
|
|
181,134
|
|
|
121,458
|
|
(Profit)/loss on disposal of property, plant and equipment and intangible assets (note 32.2)
|
|
(586
|
)
|
|
(1,264
|
)
|
|
262
|
|
Impairment of intangible assets (notes 5, 7 and 32.2)
|
|
930
|
|
|
2,687
|
|
|
3,166
|
|
Impairment/(reversal of impairment) of property, plant and equipment (notes 5, 6 and 32.2)
|
|
—
|
|
|
9
|
|
|
(791
|
)
|
Non-controlling interest effects of adjustments
|
|
—
|
|
|
—
|
|
|
8
|
|
Income tax effect on the above components
|
|
(85
|
)
|
|
(380
|
)
|
|
(661
|
)
|
Headline earnings attributable to owners of the parent
|
|
202,595
|
|
|
182,186
|
|
|
123,442
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Headline earnings attributable to owners of the parent
|
|
202,595
|
|
|
182,186
|
|
|
123,442
|
|
Weighted average number of ordinary shares in issue (000s)
|
|
563,578
|
|
|
561,088
|
|
|
629,626
|
|
Basic headline earnings per share (R)
|
|
0.36
|
|
|
0.32
|
|
|
0.20
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Diluted headline earnings attributable to owners of the parent
|
|
202,595
|
|
|
182,186
|
|
|
123,442
|
|
Diluted weighted average number of ordinary shares in issue (000s)
|
|
583,647
|
|
|
573,981
|
|
|
631,819
|
|
Diluted headline earnings per share (R)
|
|
0.35
|
|
|
0.32
|
|
|
0.20
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Dividends declared
|
|
67,572
|
|
|
53,268
|
|
|
53,026
|
|
|
|
|
|
|
|
|
•
|
In respect of the fourth quarter of fiscal 2018, a dividend of
R16.9 million
was declared on May 8, 2018 and paid on June 4, 2018. Using shares in issue of
564,420,145
(excluding
40,000,000
treasury shares), this equated to a dividend of
3 cents
per share.
|
•
|
In respect of the first quarter of fiscal 2019, a dividend of
R16.9 million
was declared on July 31, 2018 and paid on August 27, 2018. Using shares in issue of
564,634,076
(excluding
40,000,000
treasury shares), this equated to a dividend of
3 cents
per share.
|
•
|
In respect of the second quarter of fiscal 2019, a dividend of
R16.8 million
was declared on October 30, 2018 and paid on November 26, 2018. Using shares in issue of
561,807,639
(excluding
40,000,000
treasury shares), this equated to a dividend of
3 cents
per share.
|
•
|
In respect of the third quarter of fiscal 2019, a dividend of
R16.9 million
was declared on January 31, 2019 and paid on February 25, 2019. Using shares in issue of
561,807,639
(excluding
40,000,000
treasury shares), this equated to a dividend of
3 cents
per share.
|
•
|
In respect of the fourth quarter of fiscal 2017, a dividend of
R11.3 million
was declared on May 23, 2017 and paid on June 19, 2017. Using shares in issue of
563,514,561
(excluding
40,000,000
treasury shares), this equated to a dividend of
2 cents
per share.
|
•
|
In respect of the first quarter of fiscal 2018, a dividend of
R14.0 million
was declared on August 1, 2017 and paid on August 28, 2017. Using shares in issue of
558,898,901
(excluding
40,000,000
treasury shares), this equated to a dividend of
2.5 cents
per share.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
•
|
In respect of the second quarter of fiscal 2018, a dividend of
R14.0 million
was declared on October 31, 2017 and paid on November 27, 2017. Using shares in issue of
559,418,095
(excluding
40,000,000
treasury shares), this equated to a dividend of
2.5 cents
per share.
|
•
|
In respect of the third quarter of fiscal 2018, a dividend of
R14.0 million
was declared on January 30, 2018 and paid on February 26, 2018. Using shares in issue of
562,320,145
(excluding
40,000,000
treasury shares), this equated to a dividend of
2.5 cents
per share.
|
•
|
In respect of the fourth quarter of fiscal 2016, 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 2017, 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 2017, 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 2017, 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.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Profit before taxation
|
|
340,298
|
|
|
214,883
|
|
|
148,253
|
|
Adjustments
|
|
346,614
|
|
|
279,727
|
|
|
197,023
|
|
– (Profit)/loss on disposal of property, plant and equipment and intangible assets (note 23)
|
|
(586
|
)
|
|
(1,264
|
)
|
|
262
|
|
– Depreciation (notes 6 and 24)
|
|
183,478
|
|
|
151,945
|
|
|
98,508
|
|
– Amortization (notes 7 and 24)
|
|
64,877
|
|
|
63,926
|
|
|
44,734
|
|
– Amortization of capitalized commission assets (notes 8 and 24)
|
|
30,477
|
|
|
*
|
|
|
*
|
|
– Impairment of intangible assets (notes 7 and 24)
|
|
930
|
|
|
2,687
|
|
|
3,166
|
|
– Impairment/(reversal of impairment) of property, plant and equipment (notes 6 and 24)
|
|
—
|
|
|
9
|
|
|
(791
|
)
|
– Finance income (note 25)
|
|
(11,903
|
)
|
|
(8,951
|
)
|
|
(14,592
|
)
|
– Finance costs (note 26)
|
|
10,900
|
|
|
3,947
|
|
|
5,677
|
|
– Equity-settled share-based payments (notes 14 and 24)
|
|
12,140
|
|
|
9,000
|
|
|
2,247
|
|
– Cash-settled share-based payments (notes 21 and 24)
|
|
—
|
|
|
1,352
|
|
|
—
|
|
– Foreign exchange losses/(gains) (notes 25 and 26)
|
|
(383
|
)
|
|
5,073
|
|
|
(1,476
|
)
|
– Impairment of receivables (note 10)
|
|
29,725
|
|
|
24,143
|
|
|
17,713
|
|
– Write-down of inventory to net realizable value (notes 9 and 24)
|
|
4,112
|
|
|
9,294
|
|
|
9,967
|
|
– Increase in provisions
|
|
26,352
|
|
|
18,950
|
|
|
31,821
|
|
– Lease straight-line adjustment
|
|
—
|
|
|
(384
|
)
|
|
(213
|
)
|
– Significant financing revenue adjustment
|
|
(4,542
|
)
|
|
*
|
|
|
*
|
|
– Fixed escalations revenue adjustment
|
|
1,037
|
|
|
*
|
|
|
*
|
|
Cash generated from operations before working capital changes
|
|
686,912
|
|
|
494,610
|
|
|
345,276
|
|
|
|
|
|
|
|
|
|||
Changes in working capital
|
|
(145,480
|
)
|
|
(81,585
|
)
|
|
31,839
|
|
– Decrease/(increase) in inventories
|
|
1,638
|
|
|
(39,858
|
)
|
|
28,073
|
|
– (Increase)/decrease in trade and other receivables
|
|
(123,733
|
)
|
|
(49,601
|
)
|
|
17,404
|
|
– Increase in capitalized commission assets under IFRS 15
|
|
(31,769
|
)
|
|
*
|
|
|
*
|
|
– Decrease in finance lease receivable
|
|
—
|
|
|
165
|
|
|
1,009
|
|
– Increase in trade and other payables
|
|
70,430
|
|
|
8,519
|
|
|
21,993
|
|
– Decrease in provisions
|
|
(26,117
|
)
|
|
(26,709
|
)
|
|
(32,854
|
)
|
– Foreign currency translation differences on working capital
|
|
(35,929
|
)
|
|
25,899
|
|
|
(3,786
|
)
|
|
|
|
|
|
|
|
|||
Cash generated from operations
|
|
541,432
|
|
|
413,025
|
|
|
377,115
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||||||||
|
|
Direct
000s
|
|
|
Indirect
000s
|
|
|
Associate
000s
|
|
|
Direct
000s |
|
|
Indirect
000s |
|
|
Associate
000s |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-executive
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
R Bruyns
|
|
—
|
|
|
3,697
|
|
|
—
|
|
|
—
|
|
|
3,697
|
|
|
—
|
|
R Frew
|
|
—
|
|
|
63,848
|
|
|
70,261
|
|
|
—
|
|
|
63,848
|
|
|
70,261
|
|
A Welton
|
|
—
|
|
|
—
|
|
|
235
|
|
|
—
|
|
|
—
|
|
|
235
|
|
E Banda
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
I Jacobs
|
|
241
|
|
|
14,296
|
|
|
—
|
|
|
241
|
|
|
14,296
|
|
|
—
|
|
F Roji-Maplanka
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
F Futwa
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
S Joselowitz
|
|
23,842
|
|
|
—
|
|
|
—
|
|
|
26,342
|
|
|
—
|
|
|
—
|
|
C Tasker
|
|
2,907
|
|
|
—
|
|
|
2,428
|
|
|
2,057
|
|
|
—
|
|
|
2,428
|
|
P Dell
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
G Pretorius
|
|
690
|
|
|
—
|
|
|
—
|
|
|
338
|
|
|
—
|
|
|
—
|
|
C Lewis
|
|
1,525
|
|
|
—
|
|
|
—
|
|
|
1,525
|
|
|
—
|
|
|
—
|
|
|
|
29,206
|
|
|
81,841
|
|
|
72,924
|
|
|
30,504
|
|
|
81,841
|
|
|
72,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Resigned from the Board with effect from July 4, 2018.
|
(2)
|
Appointed to the Board with effect from October 3, 2017.
|
(3)
|
Appointed to the Board with effect from July 4, 2018.
|
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
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Sales of goods and services
|
|
—
|
|
|
—
|
|
|
22,263
|
|
– Imperial Group Limited*
|
|
—
|
|
|
—
|
|
|
22,263
|
|
Purchases of goods and services
|
|
7,384
|
|
|
8,277
|
|
|
11,206
|
|
– TPF Investments Proprietary Limited**
|
|
7,384
|
|
|
8,277
|
|
|
5,277
|
|
– Imperial Group Limited*
|
|
—
|
|
|
—
|
|
|
5,929
|
|
|
|
|
|
|
|
|
*
|
Related party until August 1, 2016. See
“
Fiscal 2017 specific share repurchase
”
in note 13 for additional information.
|
**
|
Previously known as Thynk Property Fund Proprietary Limited.
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Property, plant and equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
Intangible assets
|
|
52,366
|
|
|
56,406
|
|
|
58,036
|
|
|
|
52,366
|
|
|
56,406
|
|
|
58,036
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
|
|
|||
Property, plant and equipment
|
|
40,070
|
|
|
11,601
|
|
|
50,074
|
|
Intangible assets
|
|
18,271
|
|
|
17,046
|
|
|
24,726
|
|
|
|
58,341
|
|
|
28,647
|
|
|
74,800
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
||
Land and buildings
|
|
|
|
|
||
Within one year
|
|
12,324
|
|
|
15,201
|
|
One to five years
|
|
10,862
|
|
|
20,354
|
|
|
|
23,186
|
|
|
35,555
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2018
R’000 |
|
|
March 31, 2017
R’000 |
|
|
|
|
|
|
||
Office equipment
|
|
|
|
|
||
Within one year
|
|
716
|
|
|
853
|
|
One to five years
|
|
674
|
|
|
495
|
|
|
|
1,390
|
|
|
1,348
|
|
|
|
|
|
|
||
Vehicles
|
|
|
|
|
||
Within one year
|
|
1,585
|
|
|
1,507
|
|
One to five years
|
|
1,617
|
|
|
1,626
|
|
|
|
3,202
|
|
|
3,133
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
|
||
ZAR denominated instruments
|
Increase of 100 basis points
|
|
1,803
|
|
|
1,811
|
|
|
Decrease of 100 basis points
|
|
(1,803
|
)
|
|
(1,811
|
)
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
||
2019
|
|
|
|
|
|
|
|
||
Denominated currency: Functional currency
|
|
|
|
|
|
|
|
||
EUR:GBP
|
|
5
|
|
1,075
|
|
|
(1,075
|
)
|
|
USD:GBP
|
|
5
|
|
242
|
|
|
(242
|
)
|
|
USD:ZAR
|
|
5
|
|
103
|
|
|
(103
|
)
|
|
EUR:ZAR
|
|
5
|
|
33
|
|
|
(33
|
)
|
|
GBP:ZAR
|
|
5
|
|
(5
|
)
|
|
5
|
|
|
ZAR:USD
|
|
5
|
|
(24
|
)
|
|
24
|
|
|
EUR:USD
|
|
5
|
|
119
|
|
|
(119
|
)
|
|
USD:AUD
|
|
5
|
|
39
|
|
|
(39
|
)
|
|
AUD:ZAR
|
|
5
|
|
50
|
|
|
(50
|
)
|
|
ZAR:GBP
|
|
5
|
|
(98
|
)
|
|
98
|
|
|
ZAR:AUD
|
|
5
|
|
(18
|
)
|
|
18
|
|
|
USD:BRL
|
|
5
|
|
(24
|
)
|
|
24
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
2018
|
|
|
|
|
|
|
|
||
Denominated currency: Functional currency
|
|
|
|
|
|
|
|
||
EUR:GBP
|
|
5
|
|
710
|
|
|
(710
|
)
|
|
USD:GBP
|
|
5
|
|
(149
|
)
|
|
149
|
|
|
USD:ZAR
|
|
5
|
|
814
|
|
|
(814
|
)
|
|
EUR:ZAR
|
|
5
|
|
368
|
|
|
(368
|
)
|
|
GBP:ZAR
|
|
5
|
|
(78
|
)
|
|
78
|
|
|
ZAR:USD
|
|
5
|
|
2
|
|
|
(2
|
)
|
|
EUR:USD
|
|
5
|
|
231
|
|
|
(231
|
)
|
|
USD:AUD
|
|
5
|
|
(33
|
)
|
|
33
|
|
|
AUD:ZAR
|
|
5
|
|
598
|
|
|
(598
|
)
|
|
ZAR:GBP
|
|
5
|
|
(22
|
)
|
|
22
|
|
|
USD:BRL
|
|
5
|
|
(33
|
)
|
|
33
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
|
|
March 31, 2019
R’000 |
|
|
March 31, 2018
R’000 |
|
|
|
|
|
|
||
Cash and cash equivalents, net of overdrafts (note 12)
|
|
353,181
|
|
|
290,538
|
|
|
|
|
|
|
|
|
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
|
|
Total
R’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade payables
|
|
50,742
|
|
|
40,028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
90,770
|
|
Accruals and other payables
|
|
90,432
|
|
|
91,970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
182,402
|
|
Bank overdraft
|
|
30,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
30,262
|
|
Capitalized lease liability
|
|
883
|
|
|
10,180
|
|
|
8,493
|
|
|
19,061
|
|
|
9,691
|
|
48,308
|
|
Recurring commission liability
|
|
171
|
|
|
6,700
|
|
|
1,845
|
|
|
—
|
|
|
—
|
|
8,716
|
|
Total
|
|
172,490
|
|
|
148,878
|
|
|
10,338
|
|
|
19,061
|
|
|
9,691
|
|
360,458
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade payables
|
|
58,085
|
|
|
40,009
|
|
|
—
|
|
|
—
|
|
|
—
|
|
98,094
|
|
Accruals and other payables
|
|
92,318
|
|
|
68,646
|
|
|
—
|
|
|
—
|
|
|
—
|
|
160,964
|
|
Bank overdraft
|
|
17,720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
17,720
|
|
Total
|
|
168,123
|
|
|
108,655
|
|
|
—
|
|
|
—
|
|
|
—
|
|
276,778
|
|
|
|
|
|
March 31, 2019
|
|
|
March 31, 2018
|
|
|
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|||
ZAR:USD
|
|
– closing
|
|
14.48
|
|
|
11.83
|
|
|
13.41
|
|
|
|
– average
|
|
13.75
|
|
|
12.99
|
|
|
14.06
|
|
ZAR:GBP
|
|
– closing
|
|
18.90
|
|
|
16.60
|
|
|
16.75
|
|
|
|
– average
|
|
18.03
|
|
|
17.21
|
|
|
18.42
|
|
|
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
|
|
|
|
|
|
|
|
|
for the year ended March 31, 2019
|
|
Name
|
|
Principal activity
|
|
Place of
incorporation
|
|
Legal % ownership
|
|||
March 31, 2019
%
|
|
|
March 31, 2018
% |
||||||
|
|
|
|
|
|
|
|
|
|
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 Serviços De Telemetria E Rastreamento De Veículos Do Brazil Limitada
|
|
Fleet management products and services
|
|
Brazil
|
|
95
|
|
|
95
|
|
|
|
|
|
|
|
|
|
|
Indirect
|
|
|
|
|
|
|
|
|
|
MiX Telematics Middle East FZE
|
|
Fleet management products and services
|
|
UAE
|
|
100
|
|
|
100
|
MiX Telematics Enterprise SA Proprietary Limited
(1)
|
|
Fleet management products and services
|
|
RSA
|
|
85.1
|
|
|
85.1
|
MiX Telematics Fleet Support Services Proprietary Limited
|
|
Fleet management products and services
|
|
RSA
|
|
100
|
|
|
100
|
MiX Telematics East Africa Limited
|
|
Fleet management products and services
|
|
Uganda
|
|
99.9
|
|
|
99.9
|
MiX Telematics Romania SRL
(2)
|
|
Fleet management services
|
|
Romania
|
|
99
|
|
|
99
|
MiX Telematics (Thailand) Limited
|
|
Fleet management products and services
|
|
Thailand
|
|
100
|
|
|
100
|
MiX Telematics Australasia Proprietary Limited
|
|
Fleet management products and services
|
|
Australia
|
|
100
|
|
|
100
|
MiX Telematics Serviços De Telemetria E Rastreamento De Veículos Do Brazil Limitada(3)
|
|
Fleet management products and services
|
|
Brazil
|
|
5
|
|
|
5
|
MiX Telematics Sociedad De Responsabilidad Limitada De Capital Variable
|
|
Dormant
|
|
Mexico
|
|
100
|
|
|
—
|
|
|
|
|
|
|
|
|
|
(1)
|
The remaining shareholding in this company is owned by a structured entity, the MiX Telematics Enterprise BEE 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 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 its beneficiaries.
|
(2)
|
During fiscal 2015, MiX Telematics Middle East FZE incorporated MiX Telematics Romania SRL and obtained a
99%
interest therein. The
1%
non-controlling interest is held by management.
|
(3)
|
MiX Investments Proprietary Limited acquired Edge’s
5%
equity interest in MiX Brazil during fiscal 2018.
|