| 1 | Accounting policies | ||||||||
| 1.1 | Basis of preparation of financial results | ||||||||
The consolidated and separate financial statements have been prepared on the historical cost basis, except where otherwise stated or disclosed. The separate and consolidated financial statements are prepared on the going concern basis. Except as otherwise disclosed, these accounting policies are consistent with those applied in the prior year.
Company financial statements
Recognition of assets and liabilities Liabilities are recognised if it is probable that an outflow of resources embodying economic benefits will result from the settlement of the present obligation and the amount at which the settlement will take place can be reliably measured. Financial instruments are recognised when the entity becomes a party to the contractual provisions of the instrument. The gain or loss on derecognition of the financial asset or liability is treated as income or expense in the income statement as appropriate. |
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| 1.2 | Statement of compliance | ||||||||
| The consolidated and separate financial statements are prepared in compliance with IFRS and Interpretations of those Standards as adopted by the International Accounting Standards Board, and the South African Companies Act, 1973 (No. 61 of 1973), as amended. | |||||||||
| 1.3 | Basis of consolidation | ||||||||
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The consolidated financial statements include the results, financial position and cash flows of the GPI Group. All financial results are consolidated with similar items on a line-by-line basis except for investments in associates and joint ventures, which are included in the groups results as set out below. Where necessary, adjustments are made to the financial results of subsidiaries, associates and joint ventures to bring their accounting policies and year-end in line with those used by the group. The group uses the purchase method to account for the acquisition of subsidiaries, associates and joint ventures.
Business combinations Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of the business combination over the groups interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested annually for impairments. Negative goodwill arising on an acquisition is recognised directly in the income statement.
Subsidiaries All intra-group balances, transactions, income, expenses and unrealised profits and losses are eliminated in full on consolidation.
Associates Goodwill relating to an associate is included in the carrying amount of the investment. After application of the equity method, the group assesses whether there is any objective evidence that the investment in the associate is impaired. If any such indication exists, the entire carrying amount of the investment in the associate is tested for impairment by comparing the recoverable amount with its carrying amount, to determine whether it is necessary to recognise any impairment losses. As goodwill is included in the carrying amount of the investment, it is not tested for impairment separately. The income statement reflects the share of the results of operations of the associates. Where there has been a change recognised directly in the equity of the associate, the group recognises its share of any changes and discloses this, when applicable, in the statement of changes in equity. Losses of an associate in excess of the groups interest in the associate (which includes any long-term interest that, in substance, forms part of the groups net investment in the associate) are not recognised unless the group has a legal or constructive obligation in respect of those associates. If the associate subsequently reports profits, the group resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised. Where a group entity transacts with an associate, unrealised profits and losses are eliminated to the extent of the groups interest in the associate. The associate is equity accounted until the date on which the group ceases to have significant influence over the associate.
Joint venture Adjustments are made in the groups financial statements to eliminate the groups share of unrealised gains and losses on transactions between the group and its jointly-controlled entity. Losses on transactions are recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets or an impairment loss. The joint venture is proportionately consolidated until the date on which the group ceases to have joint control over the joint venture. |
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| 1.4 | Change in accounting policy | ||||||||
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The accounting policies adopted are consistent with those of the previous year, except that during the current financial year the group and the company have adopted and implemented the following accounting statements and amendments to existing standards and interpretations.
The changes in accounting policies result from the adoption of the following new accounting standards, interpretations and amendments to the standards that are applicable to the company and the group. Adoption of these statements, amendments and interpretations have had the following effect on the financial statements of the group and the company and have also resulted in additional disclosures. The principal effects of these changes are as follows:
IFRIC 12 Service Concession Arrangements
IFRIC 14 and IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction
IAS 39 and IFRS 7 Amendments to IAS 39 Financial Instruments: Recognition and Measurement and IFRS 7 Financial Instruments: Disclosures Reclassification of Financial Assets |
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| 1.5 | Significant accounting judgements and estimates | ||||||||
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In the preparation of the annual financial statements, management is required to make estimates and assumptions that affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and the application of judgement are inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the financial statements within the next financial period. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and judgements concerning the future. Estimates and judgements are continually evaluated and are based on historical factors coupled with expectations about future events that are considered reasonable. In the process of applying the groups accounting policies, management has made the following judgements. Estimates that have a significant risk of causing material adjustment to the carrying amount of assets and liabilities within the next year and key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year as they involve assessments or decisions that are particularly complex or subjective, are also discussed below.
Depreciation charges and residual values of these assets can vary depending on a variety of factors, including but not limited to: technological obsolescence, maintenance programmes, refurbishments, product life cycles and the intention of management. The estimation of the useful life and residual values of an asset is a matter of judgement based on the past experience of the group with similar assets, and the intention of management. (Refer to note 16.)
Deferred tax assets
Fair value of unquoted equity instruments
Value in use of investments in associate |
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| 1.6 | Revenue recognition | ||||||||
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Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable, net of any discounts, rebates and related taxes. Revenue is recognised on the bases set out below:
Dividend income
Interest income
Management fees |
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| 1.7 | Plant and equipment | ||||||||
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Plant and equipment are initially recognised at cost, being the cash price equivalent at the recognition date. The cost of an asset comprises directly attributable costs and any costs incurred in bringing the asset to the location and condition necessary for it to operate as intended by management. Plant and equipment are subsequently stated at historic cost less accumulated depreciation and accumulated impairment in value. Subsequent costs are included in the assets carrying amount or are recognised as separate assets, as appropriate, only when it is probable that future economic benefits will flow to the group and the cost of the item can be measured reliably. Maintenance and repairs, which do not meet these criteria, are charged against income as incurred. Plant and equipment are depreciated on the straight-line basis over the estimated useful lives of the assets to the current values of their expected residual values. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Depreciation and impairment losses are included in the income statement. An item of plant and equipment is derecognised upon disposal or when future economic benefits are expected from its use or disposal. Gains and losses on derecognition of assets are included in the income statement in the year that the asset is derecognised. |
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| The useful lives are as follows: | |||||||||
| Audiovisual | 3 years | ||||||||
| Computer equipment | 3 years | ||||||||
| Software | 2 years | ||||||||
| Leasehold improvements | 4 years | ||||||||
| Furniture and fittings | 5 years | ||||||||
| 1.8 | Impairment of non-financial assets | ||||||||
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The group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the group estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets fair value less costs to sell and its value in use. When the carrying amount exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are recognised in profit or loss. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the assets recoverable amount since the last impairment loss was recognised. If that is the case then the assets carrying amount is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit and loss. |
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| 1.9 | Financial instruments | ||||||||
The group classifies financial instruments or their component parts on initial recognition as financial assets, financial liabilities or equity instruments in accordance with the substance of the contractual agreement. Financial instruments are initially measured at fair value. A financial asset or liability not at fair value through profit or loss are measured at transaction costs that are directly attributable to acquisition or incurral of the financial asset or liability. Subsequent to initial recognition, these instruments are measured as set out below. All regular way purchases and sales of financial assets are recognised on the trade date, i.e. the date that the group commits to purchase the asset. Regular way purchases or sales of financial assets require delivery of assets within the period generally established by regulation or convention in the market-place.
Financial assets
Cash and cash equivalents
Trade and other receivables
Available-for-sale investments The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the balance sheet date. The fair value of investments in equity instruments that do not have a quoted market price in an active market is measured using valuation techniques. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured shall be measured at cost.
Financial liabilities Gains and losses are recognised in the income statement when the trade and other payables are derecognised and through interest based on the effective interest rate method. Trade and other payables are short term in nature and are classified as current liabilities in the balance sheet. Related party loans are payable on demand and are classified as current liabilities in the balance sheet.
Preference shares |
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| 1.10 | Impairment of financial assets | ||||||||
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All financial assets are reviewed (individually or collectively) for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Where the carrying value of these instruments exceeds the recoverable amount, the asset is written down to the recoverable amount. Impairment losses are recognised in the income statement.
Financial assets carried at amortised cost The group first assesses whether objective evidence of impairment exists individually for the financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If it determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in the income statement, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date.
Available-for-sale investments If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss the impairment loss is reversed with the amount of the reversal recognised in profit or loss. Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available-for-sale are not reversed through profit or loss. |
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| 1.11 | Derecognition of financial assets and liabilities | ||||||||
| Financial assets | |||||||||
| A financial asset or portion of a financial asset is derecognised where: | |||||||||
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| Financial liability | |||||||||
| A financial liability is derecognised when the obligation under the liability is discharged, cancelled or has expired. | |||||||||
| 1.12 | Offsetting of financial assets and liabilities | ||||||||
| Financial assets and liabilities are off-set and the net amount reported on the balance sheet when there is a legally enforceable right to set off the recognised amounts and there is an intention to realise the assets and settle the liabilities on a net basis. | |||||||||
| 1.13 | Borrowing costs | ||||||||
| Borrowing costs are recognised as an expense when incurred. | |||||||||
| 1.14 | Leases | ||||||||
| Leases are classified as finance leases where substantially all the risks and rewards associated with ownership have transferred from the lessor to the lessee. The group does not have any finance leases. | |||||||||
| All other leases are treated as operating leases and the relevant rentals are recognised as an expense in profit or loss on a straight-line basis over the lease term. | |||||||||
| 1.15 | Taxes | ||||||||
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Current income tax
Deferred tax the corresponding tax base used in the computation of taxable profit, and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised, except:
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on tax rates/laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
STC |
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| 1.16 | Dividends payable | ||||||||
| Dividends payable and the related taxation thereon are recognised as liabilities in the period in which the dividends are declared. A dividend declared subsequent to period-end is not charged against total equity at the balance sheet date as no liability exists. | |||||||||
| 1.17 | Segment reporting | ||||||||
| A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and return that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those of segments operating in other economic environments. | |||||||||
| GROUP | COMPANY | |||||
| 2009 | 2008 | 2009 | 2008 | |||
| R | R | R | R | |||
| 3 | Revenue | |||||
| Bank interest received | 3 235 132 | 10 429 084 | 1 315 483 | 7 891 925 | ||
| Dividends received | 3 650 353 | 1 524 722 | 54 635 904 | 45 528 076 | ||
| Management fees | 20 115 000 | 21 734 999 | | | ||
| Other income | 245 670 | 343 358 | 245 670 | 343 358 | ||
| 27 246 155 | 34 032 163 | 56 197 057 | 53 763 359 | |||
| 4 | Profit/(loss) before taxation | |||||
| Profit/(loss) before taxation is stated after: | ||||||
| Expenses | ||||||
| Depreciation | 310 291 | 147 495 | 310 291 | 147 495 | ||
| Computer equipment | 77 539 | 25 262 | 77 539 | 25 262 | ||
| Software | 30 235 | 3 130 | 30 235 | 3 130 | ||
| Leasehold improvements | 110 292 | 67 889 | 110 292 | 67 889 | ||
| Furniture and fittings | 92 225 | 51 214 | 92 225 | 51 214 | ||
| Operating lease rentals premises | 619 223 | 289 490 | 619 223 | 289 490 | ||
| Impairment of investment in associates | | 92 131 891 | 176 856 812 | 86 650 177 | ||
| Loss on disposal of plant and equipment | 12 701 | | 12 701 | | ||
| Auditors remuneration | ||||||
| Audit fees | ||||||
| current year | 785 831 | 678 947 | 541 472 | 517 443 | ||
| prior year underprovision | 248 923 | 278 800 | 248 923 | 217 080 | ||
| other services | 106 066 | 450 870 | 106 066 | 450 870 | ||
| Staff costs | 4 720 054 | 3 459 612 | 4 720 054 | 3 459 612 | ||
| Salaries and wages | 1 198 173 | 299 112 | 1 198 173 | 299 112 | ||
| Directors remuneration | 3 521 881 | 3 160 500 | 3 521 881 | 3 160 500 | ||
| Number of employees | 8 | 6 | 8 | 6 | ||
| 5 | Taxation | |||||
| South African normal tax | ||||||
| current year | 6 066 036 | 7 984 844 | 332 347 | 1 780 292 | ||
| prior year underprovision | | 92 851 | | | ||
| STC | 1 363 231 | 1 315 501 | 149 231 | | ||
| Deferred tax | 40 456 | (8 004) | 40 456 | (8 004) | ||
| Tax rate change | | (129) | | (129) | ||
| 7 469 723 | 9 385 063 | 522 034 | 1 772 159 | |||
| Standard rate (%) | 28,00 | 28,00 | (28,00) | (28,00) | ||
| Exempt income (%) | (31,60) | (31,17) | (11,34) | (27,80) | ||
| Non-deductible expenses (%) | 4,41 | 4,24 | 39,62 | 59,67 | ||
| STC (%) | 3,36 | 0,18 | 0,11 | | ||
| Effective tax rate (%) | 4,17 | 1,25 | 0,39 | 3,87 | ||
| Deferred taxation: | ||||||
| Deferred tax asset | 12 113 | 9 423 | 12 113 | 9 423 | ||
| Deferred tax liabilities | (2 384 086) | (2 851 195) | (48 194) | (5 048) | ||
| (2 371 973) | (2 841 772) | (36 081) | 4 375 | |||
| The deferred tax balance is made up | ||||||
| as follows: | ||||||
| Deferred tax assets: | ||||||
| Operating lease | 12 113 | 9 423 | 12 113 | 9 423 | ||
| Deferred tax liabilities: | ||||||
| Prepayments | (39 069) | (2 626) | (39 069) | (2 626) | ||
| Plant and equipment | (9 125) | (2 422) | (9 125) | (2 422) | ||
| Revaluation of available-for-sale investments | (2 335 892) | (2 846 147) | | | ||
| (2 371 973) | (2 841 772) | (36 081) | 4 375 | |||
| Unrecognised deferred tax assets relate to unused STC credits available to the group which amount to R257 million (2008: R176 million). The STC on dividends declared for the year ending 30 June 2009 amounts to R3,3 million (2008: R4,6 million). This has not been accounted for in the current years tax amount. | ||||||
| 6 | Basic and diluted earnings per share | |||||
| Basic earnings per share amounts are calculated by dividing net profit for the year attributable to the ordinary equity holders of the parent by the weighted average number of ordinary shares in issue during the year. The company has no dilutive potential ordinary shares. Basic and diluted earnings per share are therefore the same. | ||||||
| 2009 | 2009 | 2008 | 2008 | |||
| Gross | Net | Gross | Net | |||
| Basic and diluted earnings per share reconciliation | R | R | R | R | ||
| Attributable profit per income statement | 171 719 910 | 738 583 142 | ||||
| Preference dividends paid | | (3 481 412) | ||||
| Attributable profit after preference dividend | 171 719 910 | 735 101 730 | ||||
| Number of shares for basic EPS calculation | ||||||
| Weighted average number of shares in issue | 462 033 176 | 365 766 533 | ||||
| Basic and diluted earnings per share (cents) | 37,17 | 200,98 | ||||
| Headline earnings per share reconciliation | ||||||
| Attributable profit after preference dividends | | 171 719 910 | | 735 101 730 | ||
| Negative goodwill from associates | (80 622 752) | (80 622 752) | (784 087 333) | (784 087 333) | ||
| Profit on sale of investments | (213 245) | (153 536) | | | ||
| Loss on sale of plant and equipment | 12 701 | 9 145 | | | ||
| Impairment of investment in associates | | | 92 131 891 | 92 131 891 | ||
| Associates | 5 547 652 | 5 520 205 | 41 053 655 | 41 616 757 | ||
| – | Impairment of casino licence | 3 612 763 | 3 612 763 | | | |
| – | BEE transaction | | | 43 064 735 | 43 064 735 | |
| – | (Loss)/gain on disposal of plant and equipment | 53 000 | 38 160 | (60 795) | (43 772) | |
| – | Gain on disposal of investments recycled to income statement | (869 411) | (882 018) | (2 312 455) | (1 766 376) | |
| – | Provisions for pension fund exposure | 2 751 300 | 2 751 300 | 362 170 | 362 170 | |
| Headline earnings | 96 472 972 | 84 763 045 | ||||
| Reversal of employee share trust consolidated* | 42 720 | | ||||
| Adjusted headline earnings | 96 515 692 | 84 763 045 | ||||
| Number of shares for headline EPS calculation | ||||||
| Weighted average number of shares in issue | 462 033 176 | 365 766 533 | ||||
| Adjusted weighted average number of shares in issue | 462 033 176 | 365 766 533 | ||||
| Headline earnings per share (cents) | 20,88 | 23,17 | ||||
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Adjusted headline earnings per share (cents) |
20,89 | 23,17 | ||||
| * The consolidation of the employee share trust is reversed as the group does not receive the economic benefits of the trust. | ||||||
| GROUP | COMPANY | |||||
| 2009 | 2008 | 2009 | 2008 | |||
| R | R | R | R | |||
| 7 | Finance costs | |||||
| Bank loans and overdraft | 2 089 418 | 2 623 031 | 2 089 389 | | ||
| Preference shares raising fee | 1 250 000 | 570 000 | | | ||
| Preference shares interest | 28 599 203 | 5 741 229 | | | ||
| 31 938 621 | 8 934 260 | 2 089 389 | | |||
| 8 | Finance income | |||||
| Bank interest | 3 235 132 | 10 429 084 | 1 315 483 | 7 891 925 | ||
| 9 | Investments | |||||
| Available-for-sale investments | ||||||
| National Manco | 16 685 000 | 20 329 677 | | | ||
| 16 685 000 | 20 329 677 | | | |||
| Discounted cash flows have been used in order to determine the fair values of unlisted investments. Management estimated the expected future cash flows which were discounted at current rates. Expected future cash flows were determined by applying growth rates to the underlying investments in which the entity has a stake. The discount rate is based on the companys weighted average cost of capital adjusted for a risk premium. | ||||||
| 10 | Investments in subsidiaries | |||||
| GPI Slots | | | 100 | 100 | ||
| Utish | | | 100 | | ||
| GPI Management Services | | | 100 | | ||
| BVI | | | 1 000 000 | 1 000 000 | ||
| | | 1 000 300 | 1 000 100 | |||
| Special purpose entity | ||||||
| During the year, a R1 000 donation was made to the GPSIT in terms of the Trust Deed approved by the shareholders at the annual general meeting dated 9 December 2008. This has been expensed in the company’s financial statements. The GPSIT is consolidated in terms of SIC 12 in the group accounts. | ||||||