Rmb Holdings Annual Repor T 2007 2007 Annual Report
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CONTACT DETAILS 2007 ANNUAL REPORT RMBH 4th Floor, 4 Merchant Place Corner Fredman Drive & Rivonia Road, Sandton PO Box 786273, Sandton 2146 Telephone (011) 282 1010 Telefax (011) 282 8088 (www.rmbh.co.za) Contact: Adrian Arnott/Anthony Maher FirstRand 4th Floor, 4 Merchant Place Corner Fredman Drive & Rivonia Road Sandton RMB HOLDINGS ANNUAL REPORT 2007 PO Box 786273, Sandton 2146 Telephone (011) 282 8052 Telefax (011) 282 8088 (www.firstrand.co.za) Contact: Adrian Arnott Glenrand M.I.B 288 Kent Avenue, Ferndale, Randburg PO Box 2544, Randburg 2125 Telephone (011) 329 1111 Telefax (011) 329 1333 (www.glenrandmib.co.za) Contact: Ms E Price OUTsurance 1241 Embankment Street, Zwartkop Ext 7, Centurion PO Box 8443, Centurion 0046 Telephone (012) 673 3098 Telefax (012) 673 4598 (www.outsurance.co.za) Contact: Willem Roos RMB Structured Insurance 4th Floor, 2 Merchant Place Corner Fredman Drive and Rivonia Road, Sandton PO Box 652659 Benmore 2010 Telephone (011) 685 7600 Telefax (011) 784 9858 Contact: Gustavo Arroyo www.rmbh.co.za KEY HIGHLIGHTS NORMALISED EARNINGS +33% to 335,4c or R3,98 billion DIVIDEND +25% to 141,5c or R1,68 billion INTRINSIC VALUE +34% to 3 486c or R41,41 billion CONTENTS 02 OUR STRUCTURE 04 EXECUTIVE REVIEW 10 GROUP OVERVIEW 18 NORMALISED EARNINGS 20 HISTORICAL REVIEW 22 CORPORATE GOVERNANCE 26 DIRECTORATE 31 ANNUAL FINANCIAL STATEMENTS 106 NOTICE OF ANNUAL GENERAL MEETING 110 SHAREHOLDERS’ INFORMATION 113 PROXY After 20 years of exceptional investment, we are poised to activate the future. Gymnast, poised to defy gravity on the rings with fine judgement and perfect balance, and the grace of real strength. To bring long years of careful preparation in every sphere, not least in self-belief, into a focused moment; that already holds the memory of a great peformance. OUR STRUCTURE RMBH IS THE HOLDING COMPANY OF SOME OF SOUTH AFRICA’S LEADING FINANCIAL SERVICES COMPANIES. OUR INTERESTS INCLUDE: The FirstRand Group is a uniquely structured financial services group with EFFECTIVE INTEREST 32,8% critical mass in both banking and insurance. For regulatory oversight purposes, its operations are housed in three subsidiary groups under FirstRand Bank Holdings Limited, Momentum Group Limited and Discovery Holdings Limited. The FirstRand Banking Group provides customers with a comprehensive range FirstRand Limited (the “FirstRand Group”) of products and services according to specific target market segments. • First National Bank (“FNB”) services the retail, business and medium corporate BANKING ASSURANCE segments. In addition it provides transactional services to the Group’s large corporate clients. • Rand Merchant Bank (“RMB”) is responsible for the large corporate segment, to which it provides loans, value added advisory and structuring services. • WesBank is South Africa’s dominant movable asset financier. It is active in both the retail and corporate sectors. Momentum Group targets individuals in the middle and upper income markets, principally under the Momentum Life, Momentum Wealth, Momentum Health and RMB Unit Trust brand names. EFFECTIVE INTEREST 62,2% FirstRand STI Holdings Limited (“OUTsurance”) OUTsurance is a direct personal lines and small business short-term insurer. Pioneers of the OUTbonus concept, it has grown rapidly by applying a scientific approach to risk selection, product design and claims management. EFFECTIVE INTEREST 80,0% RMBSI Limited (“RMBSI”) RMBSI holds both short-term and life assurance licences. It creates bespoke insurance and financial risk solutions for South Africa’s large corporations by using sophisticated risk techniques and innovative financial structures. 02 RMBH ANNUAL REPORT 2007 EFFECTIVE INTEREST 25,0%* Discovery Holdings Limited (“Discovery”) Discovery Group services the health insurance and life assurance markets. Discovery Health is South Africa’s leading health care funder, while Discovery Life is the country’s fastest growing life assurer. *RMBH interest after proposed unbundling transaction EFFECTIVE INTEREST 15,8% Glenrand M.I.B Limited (“Glenrand M.I.B”) Glenrand M.I.B is a financial services group focused on providing innovative and cost effective risk advisory services and short-term broking services in the corporate, mid-market and personal lines sectors. RMBH ANNUAL REPORT 2007 03 RMBH’s attributable share of normalised earnings was derived from the following areas of business: 2007 2006 % Rmillion Rmillion change FIRSTRAND BANKING GROUP FNB 1 356 1 062 28 RMB 1 153 628 84 WesBank 271 310 (13) Other 182 182 – MOMENTUM GROUP Insurance operations 338 267 27 Asset management operations 100 91 10 Other 68 84 (19) DISCOVERY GROUP 158 124 27 FIRSTRAND LIMITED (132) (129) (2) RMBH’s share of FirstRand’s normalised earnings 3 494 2 619 33 SHORT-TERM INSURANCE AND BROKING OUTsurance 282 221 28 RMB Structured Insurance 69 55 25 Glenrand M.I.B 2 (8) >100 RMB HOLDINGS LIMITED 137 105 30 Normalised earnings of RMBH Group 3 984 2 992 33 The “effective interest” held by RMBH in these businesses shows variations between years as a result of consolidation, by such entities of: • Treasury shares held by them; • Shares held in them by their staff share incentive trusts; and/or • “Deemed” treasury shares held in them by policyholders and mutual funds managed by them; as well as • “Deemed” treasury shares arising from BEE transactions entered into. RMBH ANNUAL REPORT 2007 03 Since listing on the JSE in November 1992, RMBH has delivered uninterrupted growth in net asset value, headline earnings and dividends. Annual compound growth Since Per share 1993 5 years 3 years 1 year • Net asset value 31% 10% 11% 18% • Normalised earnings 31% 19% 23% 33% • Dividend 31% 26% 22% 25% • Share price (closing) 24% 25% 27% 33% EXECUTIVE REVIEW Dear fellow shareholders As if to celebrate RMBH’s 20th anniversary, our Group delivered a truly outstanding set of results in its financial year to 30 June 2007. ECONOMIC ENVIRONMENT GT Ferreira Chairman For the major part of the year to June 2007 the South African financial services sector operated in a robust environment, and largely succeeded in shrugging off the impact of: • A 250 basis point increase in interest rates over the period; • A higher current account deficit; as well as • Steadily increasing inflation rates (driven by higher oil and food prices). In the face of this, consumer demand for credit showed a level of resilience that increasingly has become cause for concern from the Central Bank’s perspective. At the same time, increasing capital expenditure (on the back of the government’s extensive infrastructure development program) and increased corporate action gave rise to good growth in the corporate sector. Local equity markets remained strong (+32% for the year) while South African interest and currency markets remained volatile. In global markets, credit was cheap and there was strong demand for commodities. These contributed to good gains in most developed and emerging markets. FINANCIAL OUTCOME Notwithstanding a challenging assurance market, our portfolio of financial services businesses flourished in these market conditions, with the following outstanding increases in normalised earnings being recorded: • FirstRand Banking Group +35% to R10,0 billion • Discovery +33% to R920 million • OUTsurance +28% to R480 million Peter Cooper Chief Operating Officer • RMBSI +26% to R90 million 04 RMBH ANNUAL REPORT 2007 Sprinter, rises for the starting gun in the silent fractions of time before a burst of concentrated speed and agility. Every early training hour, every bead of sweat, every cramping muscle, every breath draws together in an instant; the finish within reach. EXECUTIVE REVIEW CONTINUED These excellent results allowed RMBH to report the following income SOURCES OF INCOME statement outcomes for our ordinary shareholders: Substantially all of our earnings are derived from our investment • Earnings + 31% to R4,11 billion (2006: R3,15 billion) in separately listed FirstRand (FirstRand Banking, Momentum, Discovery) and our portfolio of short-term insurance interests • Normalised earnings + 33% to R3,98 billion (2006: R2,99 billion) (OUTsurance, RMB Structured Insurance and Glenrand M.I.B). On a per share basis this translates to: Within these businesses RMBH has built up a comprehensive • Attributable earnings per share + 31% to 349,7c (2006: 267,8c) range of financial products and services, giving us a diversified • Normalised earnings per share + 33% to 335,4c (2006: 251,9c) and resilient base of earnings. To date these have predominantly The intrinsic value of the Group’s investment portfolio reflects the been sourced from Southern Africa. strong equity markets experienced during the period under review, The contributions of the various businesses have been stable with the intrinsic value of RMBH rising by 34% to R41,4 billion between years, save for the stellar performance of the FirstRand (or 3 486 cents per share (2006: 2 596 cents)). Banking Group which increased its relative contribution to RMBH declared a final dividend of 80,0 cents per share normalised earnings from 69% in 2006 to 71% in the current (2006: 63,0 cents). Such final dividend, together with the interim year. This was driven to a large extent by its investment bank dividend of 61,5 cents brings the total dividends for the year ended (RMB) that increased its relative contribution from 21% in 2006 30 June 2007 to 141,5 cents (2006: 113,5 cents). This represents to 29% in 2007. a year-on-year increase of 25% and a dividend cover ratio (on INTRINSIC VALUE OF INVESTMENT PORTFOLIO normalised earnings) of 2,4 times (2006: 2,2 times). The intrinsic value of the Group’s investment portfolio showed strong World markets in turmoil after the year end growth during the year, in line with South African equity markets. We would be amiss, while basking in the glow of this very satisfying The increase in value over the last year may be summarised outcome, not to draw the attention of shareholders to the turmoil as follows: that has been visited upon global financial markets since the Group’s As at 30 June year end in June.