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Remgro at a Glance
OVERVIEW I II CONTENTS 2 14 Group profi le Remgro's values 4 16 Remgro's unlisted investments Directorate and ownership structure Originally established in the 1940s by 6 20 A strong family legacy Tomorrow matters the late Dr Anton Rupert, Remgro aims to be the trusted investment company 8 23 Investment strategy Doing business ethically of choice that consistently creates 10 24 sustainable stakeholder value. Remgro's approach to capital allocation Consolidated results at year-end 12 26 Remgro’s profi t at holding company level Investment portfolio analysis 1 GROUP PROFILE DIVERSIFIED CONSUMER FINANCIAL PORTFOLIO SOCIAL IMPACT HEALTHCARE INFRASTRUCTURE INDUSTRIAL INVESTMENT MEDIA Our interests PRODUCTS SERVICES INVESTMENTS INVESTMENTS VEHICLES consist mainly of investments (2) in the following industries 44.6% 77.1% 30.6% 54.7% 50.0% 36.3% 32.3% 4.0% 50.0% (3) (1) 31.8% 44.1% 23.3% 24.9% 28.1% 0.1% 100% (3) 100% 22.8% 100% 44.1% 100% Equity accounted investment Subsidiary Investment at fair value through other comprehensive income 30.0% 37.7% 100% Listed entity Number of Remgro nominated director/s; alternates excluded (3) infrastructure fund (1) Voting rights in Distell equal 56.4%. (2) Voting rights in Blue Bulls equal 36.7%. 33% 16.2% (3) Limited Partners in Pembani Remgro, Milestone Capital and Prescient – therefore limited (or no) voting rights. 2 3 REMGRO’S INDUSTRIAL INFRASTRUCTURE Why does UNLISTED PGSI holds an interest in PG Group Remgro invest Holdings, South Africa’s leading infrastructure fund INVESTMENTS integrated fl at glass business. in certain CIVH’s key operating PRIF is a fund Air Products produces oxygen, companies are Dark focused on private nitrogen, argon, hydrogen and carbon sectors? CONSUMER PRODUCTS Fibre Africa and Vumatel, sector investment in dioxide for sale to major industrial which construct and own infrastructure across users. -
Restructuring of the Rembrandt Group Circular to Shareholders and Notices of Annual General Meetings 30 August 2000
Rembrandt Group Limited Rembrandt Controlling Investments Limited Technical Investment Corporation Limited Technical and Industrial Investments Limited Restructuring of the Rembrandt Group Circular to shareholders and notices of annual general meetings 30 August 2000 Attorneys Joint sponsoring brokers Deutsche Bank Securities Deutsche Bank Securities (SA) (Pty) Ltd Hofmeyr Herbstein & Gihwala Inc. (Registration number 1995/011798/07) Reporting accountants PricewaterhouseCoopers Inc. Chartered Accountants (SA) Registered Accountants and Auditors (Registration no 1998/012055/21) Indien u ’n Afrikaanse vertaling van hierdie dokument wil hê, skakel asseblief 0800 996 164 If you have any questions regarding the restructuring of the Rembrandt Group, call the Information Agents on 0800 996 164 (or + 44 20 7335 7278 if you are phoning from outside South Africa) are acting as Information Agents to answer your questions about the restructuring. Corporate information Directors of Rembrandt Group Limited (Registration number 1948/031037/06) Johann Rupert (Chairman) P J Erasmus* E de la H Hertzog (Co-Deputy Chairman) D M Falck M H Visser (Co-Deputy Chairman and Managing Director) J Malherbe P E Beyers E Molobi* W E Bührmann J A Preller G D de Jager* P G Steyn* J W Dreyer T van Wyk * non-executive Directors of Rembrandt Controlling Investments Limited (Registration number 1952/000002/06) Johann Rupert (Chairman) D M Falck E de la H Hertzog (Co-Deputy Chairman) J Malherbe M H Visser (Co-Deputy Chairman and Managing Director) E Molobi* P E Beyers J A -
About Vitality
About Vitality At John Hancock, we’re taking a whole new approach to life insurance. Now, you can save money and earn great rewards by simply living a healthy life. In order to do this, we’ve partnered with Vitality, the global leader in integrating wellness benefits with life insurance products. Together, we’re helping transform the life insurance industry. Leading the Way The Vitality Group (TheVitalityGroup.com) is a member of South Africa-based Discovery Limited, a leading international financial services organization. The company has an established mission of building healthier societies throughout the world. With more than 17 years of experience and over 3 million members, Vitality offers a global perspective by partnering with companies in the United States, the United Kingdom, South Africa, China, Singapore, and Australia. Vitality’s innovative and evidence-based approach delivers high levels of engagement, sustained results, and top quality data. They offer an interactive online platform personalized for individual members. It encourages positive, sustained behavior change by offering a combination of knowledge, access to health and well-being partners, and incentives that increase with a participant’s level of engagement. How the Program Works Members start with an online Vitality Health Review (VHR) that identifies their relative risk factors and provides them with a Vitality AgeTM, a scientifically calculated representation of their risk-adjusted age. The VHR and Vitality Age make it easy for members to understand the impact their current behaviors may have on their health. The program then rewards them for living well and making healthy improvements to their lifestyle. -
DISCOVERY LIMITED (Incorporated in the Republic Of
DISCOVERY LIMITED (Incorporated in the Republic of South Africa) (Registration number 1999/007789/06) JSE share code: DSY ISIN: ZAE000022331 (“Discovery” or “the Company”) Voluntary announcement regarding Discovery’s proposed increased participation in DiscoveryCard to 74.99% (“the Transaction”) 1. Introduction Discovery shareholders are referred to the announcements released on the Stock Exchange News Service (“SENS”) on 24 February 2015, relating to the unaudited interim results and cash dividend declaration for the six months ended 31 December 2014 and the intention to undertake an underwritten renounceable rights issue to qualifying Discovery shareholders (“Rights Issue”), and to today’s “Rights Issue Finalisation Announcement”. As communicated in these announcements, a portion of the Rights Issue proceeds will be used to fund growth in adjacent financial services markets in South Africa. Discovery has an excellent track record in expanding its behavioural insurance offering both locally and globally. This shared value model is underpinned by Vitality – Discovery’s world‐leading behavioural‐based wellness programme. Vitality provides Discovery with a unique and powerful data asset of wellness, lifestyle and consumer behaviour which offers insight into member risk profiles and enables better underwriting beyond what can be derived from purely financial behaviour. 2. Background to DiscoveryCard The DiscoveryCard was established in 2004 by Discovery and First National Bank (A division of FirstRand Bank Limited) (“FNB”). The establishment of DiscoveryCard was predicated on Discovery’s ability to offer a differentiated, relevant value proposition based on Vitality and Discovery’s behaviour‐linked model, combined with FNB’s credit card and operational expertise. The business model was constructed with Discovery receiving the revenue required to fund the integrated behavioural incentives and Discovery sharing in 20% of the underlying DiscoveryCard profit. -
Milliman Client Report the Part VII Transfer of Non-Profit
Milliman Client Report k The Part VII transfer of non-profit annuity business from The Prudential Assurance Company Limited to Rothesay Life Plc The report of the Independent Expert Prepared by: Nick Dumbreck FIA, CERA January 21, 2019 Milliman Client Report Table of Contents TABLE OF CONTENTS ...................................................................................................................................... 2 1. INTRODUCTION........................................................................................................................................ 5 The Independent Expert .................................................................................................................................. 5 The purpose and scope of my report ............................................................................................................... 5 Qualifications and Disclosures ........................................................................................................................ 6 The parties for whom the report has been prepared ....................................................................................... 6 Limitations ........................................................................................................................................................ 7 Technical Actuarial Standards (“TAS”) ............................................................................................................ 7 The Actuarial Profession Standards (“APS”) .................................................................................................. -
2019 Florida Handbook on Civil Discovery Practice
Florida Conference of Circuit Judges Hon. Angela J. Cowden, Chair Conference of County Court Judges of Florida Hon. David L. Denkin, President Trial Lawyers Section of The Florida Bar Mindy McLaughlin, Chair TLS Discovery Handbook Committee Nick Mizell, Editor and Chair Hon. Elizabeth Rice Hon. Ralph Artigliere John Williams Prof. William Hamilton Rachael Loukonen Weston F. Smith Kim Ashby Joseph “Skooter” Kinman PREFACE In 1994, the Trial Lawyers Section of The Florida Bar, the Conference of Circuit Judges, and the Conference of County Court Judges formed a joint committee to provide a forum for the exchange of ideas on how to improve the day-to-day practice of law for trial lawyers and trial judges. At the committee’s first meeting, it was the overwhelming consensus that “discovery abuse” should be the top priority. The original handbook and the later editions are the result of the continued joint efforts of the Trial Lawyers Section, the Conference of Circuit Judges, and the Conference of County Court Judges. It is intended to be a quick reference for lawyers and judges on many recurring discovery problems. It does not profess to be the dispositive legal authority on any particular issue. It is designed to help busy lawyers and judges quickly access legal authority for the covered topics. The ultimate objective is to help curtail perceived abuses in discovery so that the search for truth is not thwarted by the discovery process itself. The reader should still do his or her own research, to include a review of local administrative orders and rules. The first edition of this handbook was prepared in the fall of 1995. -
Rand Merchant Investment Holdings Limited
RAND MERCHANT INVESTMENT HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 2010/005770/06) ISIN: ZAE000210688 JSE ordinary share code: RMI ("RMI") ACQUISITION OF UP TO 29.9% IN UK-BASED AND LISTED SHORT-TERM INSURER 1. Introduction Shareholders of RMI (“RMI Shareholders”) are advised that RMI has entered into definitive agreements to acquire up to 29.9% of the issued share capital of Hastings Group Holdings plc (“Hastings” or the “Group”) (“Acquisition”) at a price per share (depending on the closing dates) between 248 pence and 255 pence, for an aggregate cash consideration (depending on the closing dates) of between approximately GBP487.3 million and GBP499.5 million (“Acquisition Consideration”). RMI will become the single largest shareholder of Hastings post implementation of the Acquisition. This Acquisition is consistent with RMI’s previously articulated strategy that, in addition to its role as an active and value-adding shareholder in its existing portfolio companies, RMI intends to optimise, diversify and modernise its investment portfolio through investments across a broad spectrum of scale and lifecycles of financial services businesses. The Acquisition meets RMI’s objectives of diversifying geographically, adding a significant traditional financial services business alongside its existing portfolio in partnership with a high quality and entrepreneurial management team. 2. Overview of Hastings Hastings began operations in 1997 and the ordinary shares in Hastings were admitted to the Premium listing segment of the Official List of the Financial Conduct Authority of the United Kingdom (“FCA”) and to trading on the Main Market for listed securities of the London Stock Exchange (“LSE”) on 15 October 2015. -
Integrated Annual Report 2019 2019 INTEGRATED ANNUAL REPORT Website At
Remgro Limited | Integrated Annual Report 2019 2019 INTEGRATED ANNUAL REPORT CREATING SHAREHOLDER VALUE SINCE 1948 Originally established in the 1940s by the late Dr Anton Rupert, Remgro’s investment portfolio has evolved substantially and currently includes more than 30 investee companies. MORE INFORMATION This Integrated Annual Report is published as part of a set of reports in respect of the financial year ended 30 June 2019, all of which are available on the Company’s website at www.remgro.com. INVESTOR TOOLS Cross-reference to relevant sections within this report Download from our website: www.remgro.com View more information on our website: www.remgro.com CONTENTS www.remgro.com | Remgro Limited | Integrated Annual Report 2019 1 OVERVIEW 1OF BUSINESS 4 REMGRO’S APPROACH TO REPORTING 7 SALIENT FEATURES 8 GROUP PROFILE REPORTS TO 10 COMPANY HISTORY SHAREHOLDERS 12 OUR BUSINESS MODEL 2 24 CHAIRMAN’S REPORT 14 UNDERSTANDING THE BUSINESS OF AN INVESTMENT HOLDING COMPANY 25 CHIEF EXECUTIVE OFFICER’S REPORT 16 KEY OBJECTIVES AND 32 CHIEF FINANCIAL OFFICER’S REPORT PRINCIPAL INTEGRATED RISKS 40 INVESTMENT REVIEWS 18 DIRECTORATE AND MEMBERS OF COMMITTEES 20 EXECUTIVE MANAGEMENT STRUCTURE 21 SHAREHOLDERS’ DIARY AND COMPANY INFORMATION FINANCIAL 4 REPORT 118 AUDIT AND RISK COMMITTEE REPORT GOVERNANCE AND 121 REPORT OF THE BOARD OF DIRECTORS SUSTAINABILITY 126 REPORT OF THE INDEPENDENT AUDITOR 3 127 SUMMARY FINANCIAL STATEMENTS 66 CORPORATE GOVERNANCE REPORT 79 RISK AND OPPORTUNITIES MANAGEMENT REPORT 86 REMUNERATION REPORT 104 SOCIAL AND ETHICS COMMITTEE REPORT 106 ABRIDGED SUSTAINABLE DEVELOPMENT REPORT ADDITIONAL 5 INFORMATION 146 FIVE-YEAR REVIEW AND SHARE STATISTICS 148 SHAREHOLDERS’ INFORMATION 151 NOTICE TO SHAREHOLDERS ATTACHED FORM OF PROXY Remgro invests in businesses that can deliver superior earnings, cash flow generation and dividends over the long term. -
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The Journal of Applied Business Research – November/December 2014 Volume 30, Number 6 A Risk-Adjusted Evaluation Of The JSE Top 40 As An International Investment Option André Heymans, North-West University, South Africa Chris van Heerden, North-West University, South Africa ABSTRACT In response to the wealth destruction caused by the 2007/2008 global financial crisis, many developed economies have lowered their interest rates to improve their balance sheets (SARB, 2008-2012). However, in order for investors to sustain expected returns they will have to deviate from the traditional approach of investing in government bonds and consider investing in emerging markets, which are considered as potential drivers of global growth (Deloitte Consulting LLP, 2012). The goal of this paper is to establish the importance of considering South Africa as an emerging market investment opportunity, but also to acknowledge its ability of outperforming several other common emerging markets during the post-financial crisis period. This was done by means of a novel approach to the Omega ratio. The results from this paper confirms this, illustrating that the performance of the JSE Top 40 will compensate for the additional political risk that emerging market investments possess (Anshuman, 2010). Keywords: Emerging Markets; Omega Ratio; Risk-Adjusted Performance; JSE 1. INTRODUCTION here is a large body of literature on the returns characteristics of emerging markets. Many academics points out that investing in emerging markets are beneficial in international portfolios because of their T low correlation with the rest of the developed world (Claessens, Dasgupta & Glen, 1995; Rouwenhorst, 1999), and because emerging market returns seem to be influenced more by local rather than global information variables. -
Investing in Prevention: a National Imperative
JUNE 2014 Investing in Prevention: A National Imperative Key Findings and Recommendations of the Vitality Institute Commission on Health Promotion and the Prevention of Chronic Disease in Working-Age Americans Design: Veneer Studio The Vitality Institute convened a Commission on Health Promotion and the Prevention of Chronic Disease in Working-Age Americans from May 2013 to June 2014. A diverse group of thought leaders and expert practitioners contributed their perspectives and insights through a series of private meetings and public forums. The Commission has generated five recommendations, each of which includes actionable and scalable pathways to achieve the Vision: Health should be embraced as a strategic imperative across sectors and as a core value in society. Funding The work of the Commission is funded by the Vitality Institute, which is supported by Discovery Limited. A portion of the work undertaken by the New York Academy of Sciences was funded by the Robert Wood Johnson Foundation. © 2014 Vitality Institute Content from this report may be reproduced without prior permission provided the following attribution is noted: “© 2014 Vitality Institute” www.thevitalityinstitute.org i The Commission Members WILLIAM ROSENZWEIG, COMMISSION CHAIR JEFFREY LEVI Managing Partner, Physic Ventures LP Executive Director, Trust for America’s Health MANDANA ARABI HEIDI MARGULIS Founding Executive Director, Sackler Institute for Senior Vice President, Public Affairs, Humana Nutrition Science OLIVER MOSES RHONDA CORNUM Senior Managing Director, MTS Health Partners Director, Health Strategy, TechWerks SARBJIT NAHAL SUSAN DENTZER Head, Thematic Investing Strategy, Bank of America Senior Policy Adviser, Robert Wood Johnson Merrill Lynch Foundation JOHN O’BRIEN GINNY EHRLICH Vice President, Public Policy, CareFirst BlueCross Chief Executive Officer, Clinton Health Matters BlueShield Initiative, Bill, Hillary, and Chelsea Clinton Foundation CLARENCE PEARSON AARP Representative to the United Nations EZEKIEL J. -
Discovery Limited (Incorporated in the Republic of South Africa) (Registration Number: 1999/007789/06) Company Tax Reference Number: 9652/003/71/7
Discovery Limited (Incorporated in the Republic of South Africa) (Registration number: 1999/007789/06) Company tax reference number: 9652/003/71/7 JSE share code: DSY ISIN: ZAE000022331 JSE share code: DSBP ISIN: ZAE000158564 Unaudited interim results, cash dividend declaration and trading statement for the six months ended 31 December 2015 Normalised profit from operations R3 015 million up 7% New business annualised premium income R8 435 million up 27% Embedded value R56.5 billion up 24% Transfer secretaries Computershare Investor Services Pty Limited (Registration number: 2004/003647/07) Ground Floor, 70 Marshall Street, Johannesburg 2001, PO Box 61051, Marshalltown 2107 Sponsors Rand Merchant Bank (A division of FirstRand Bank Limited) Secretary and registered office MJ Botha 155 West Street, Sandton 2146 PO Box 786722, Sandton 2146 Tel: (011) 529 2888 Fax: (011) 539 8003 Directors MI Hilkowitz (Chairperson), A Gore* (Chief Executive Officer), HL Bosman, Dr BA Brink, SE de Bruyn Sebotsa, JJ Durand(1), SB Epstein (USA), R Farber* (Financial Director), HD Kallner*, F Khanyile(2), NS Koopowitz*, Dr TV Maphai, HP Mayers*, TT Mboweni, Dr A Ntsaluba*, AL Owen (UK), A Pollard*, JM Robertson*, T Slabbert(3), B Swartzberg*, SV Zilwa *Executive 1 Resigned 13 January 2016 2 Appointed 22 October 2015 3 Resigned 22 October 2015 Interim financial results - prepared by L Capon CA(SA) and L van Jaarsveldt CA(SA) - supervised by R Farber CA(SA), FCMA Embedded value statement - prepared by M Curtis FASSA, FIA - supervised by A Rayner FASSA, FIA Commentary 01 | Group Financial Performance The six-month period ended 31 December 2015 saw a robust financial performance, accompanied by significant investment in new initiatives. -
Discovery Limited
DISCOVERY LIMITED (Incorporated in the Republic of South Africa) (Registration number 1999/007789/06) Legal Entity Identifier: 378900245A26169C8132 JSE share code: DSY, DSYBP DSY ISIN: ZAE000022331 DSBP ISIN: ZAE000158564 JSE bond code: DSYI (“Discovery” or “Group”) DIRECTOR RESTRUCTURING AND APPOINTMENTS AT MAJOR SUBSIDIARY In compliance with paragraph 3.59 of the Listings Requirements of the JSE Limited, shareholders are advised of the following leadership changes at Discovery. Vitality UK Group gets single point of accountability, in pursuit of its composite strategy Mr Neville Koopowitz, currently Chief Executive of VitalityHealth and Executive Director of Discovery, will become Chief Executive of the Vitality UK Group with immediate effect. Mr Koopowitz’s new role as Chief Executive of the combined business will create a single point of accountability for delivery of the composite model, as well as a number of Group functions that span across both VitalityHealth and VitalityLife in key areas. Following a period of medical leave, Mr Herschel Mayers, Executive Director of Discovery and Chief Executive of VitalityLife and VitalityInvest in the UK, will move from an Executive Role to a Non-Executive role of Vitality in the UK; and will continue to serve on the Discovery Board, with immediate effect, now as a Non-Executive Director. Restructure of Health Executives to intensify focus and resource allocation to Discovery’s global emerging health insurance initiatives Effective 1 January 2020, Dr Jonathan Broomberg, who has been CEO of Discovery Health (Pty) Limited since 2010, will assume the role of CEO of Vitality Health International (VHI), a new business unit in the Vitality Group International Inc.