2020 INTEGRATED REPORT PEPKOR INTEGRATED REPORT 2020 01
CONTENTS
INTRODUCTION Purpose. Our purpose is to make a positive difference in the lives of our customers. Shareholders’ diary 94
READ MORE ALISCAI MKOSI, PEP customer Corporate social responsibility report ‘I always buy here because I can afford it. It’s cheap for me to buy here and get more.’ 02 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 03 INTRODUCTION CONTINUED
There were no significant restatements from prior periods on the view and considerations of the directors. These other than those described in the summary of the accounting statements, by nature, involve risk and uncertainty, and they policies: ‘Adoption of new or revised standards’ as included relate to events and depend on circumstances that may occur ABOUT THIS REPORT in the future. Factors that could cause actual results to differ in the annual financial statements. Financial information contained in the integrated report is extracted from the materially from those in the forward-looking statements The Pepkor Holdings Limited (Pepkor or the group) 2020 integrated report provides audited annual financial statements that were approved by the include, but are not limited to, global and national economic an overview of the group’s performance during the 2020 financial year (FY20) ended Pepkor board on 15 December 2020. To provide a meaningful events, changing market conditions, interest and foreign 30 September 2020, and illustrates how value is created for stakeholders. assessment of group performance, the commentary included exchange rate fluctuations, competitive conditions and in this report excludes the adoption of IFRS 16. regulatory factors. These forward-looking statements have not This report is primarily aimed at the investor community, namely shareholders and providers of financial capital, and is been reviewed or reported on by the group’s external auditor. supported by a suite of reports aimed at providing more detailed and specific information. These reports are published on Reporting principles and frameworks the group’s website and may be accessed and downloaded from www.pepkor.co.za. Read together, these reports represent Value creation Pepkor’s integrated reporting suite for FY20 and include: The following principles and frameworks were considered in the compilation of our reports: Pepkor’s ability to create value over time is reported in the context of how we manage our available capital, as explained The Companies Act, No. 71 of 2008, as amended in the business model. We align our reporting of the capitals (Companies Act) with that of the International
2020 2020 2020 2020 ANNUAL CORPORATE REMUNERATION CORPORATE The JSE Listings Requirements FINANCIAL GOVERNANCE REPORT SOCIAL STATEMENTS REPORT RESPONSIBILITY REPORT SOCIAL AND RELATIONSHIP CAPITAL: Our relationships The International Financial Reporting Standards (IFRS) with our customers, communities and suppliers that have The King IV Report on Corporate Governance™ for South been established and nurtured over many years. Africa, 2016 (King IV™)* The International
Operational divisions Assurance NATURAL CAPITAL: The impact of our business and Retail brands Pepkor Group operations on our communities and the environment. Services Pepkor’s combined assurance model addresses all the significant risks faced by the group. It comprises Approval of the integrated report Shared services management, the internal audit function, external audit services and other specialists contributing to combined The board acknowledges its responsibility to ensure the Clothing and general Furniture, appliances integrity of the integrated report. The directors confirm that merchandise and electronics assurance. Clothing and apparel they have reviewed the content and are satisfied with the manufacturing facility Internal audit’s scope was extended this year to include a reporting process. The integrated report represents a fair review of the integrated reporting suite, including financial Building materials presentation of the performance of the group. FinTech (discontinued operations) Financial services and non-financial information. External assurance applies to the audit opinion on the group’s annual financial statements On behalf of the Pepkor board and the broad-based black economic empowerment (B-BBEE) contributor level status. 5 500 retail stores 50 000 employees 10 countries WENDY LUHABE LEON LOURENS Forward-looking information Independent non-executive chairman Chief executive officer Stakeholders This integrated report contains certain forward-looking 29 January 2021 statements that relate to the financial position and results Suppliers Regulators of the operations of the group. These statements are based and Shareholders Customers Employees Communities and governing business and investors bodies * Copyright and trade marks are owned by the Institute of Directors in South Africa NPC and all of its rights are reserved. partners 04 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 05 INTRODUCTION CONTINUED
LETTER TO SHAREHOLDERS In my letter to shareholders its net debt from approximately R14 billion at the half-year to I have said many times before that Pepkor is more than just last year, I described 2019 approximately R7 billion. This is a remarkable achievement a company. Pepkor has a unique culture and deep meaning and management is to be commended for this outcome. for our employees, customers and other stakeholders. It as a year of consolidation, comprises committed and dedicated people, who wish to The company lost an estimated R5 billion of sales during the improve the lives of our customers and employees every hard lockdown period. Notwithstanding these lost sales, the and anticipated that Pepkor day. The importance of being involved in the communities in company was able, at the end of the review period, to reflect which they operate is clearly exemplified by the many projects an overall increase in revenue compared to the previous year. would be able to benefit outlined in the corporate social responsibility report. At the This is also a good achievement which has been possible as time of the COVID-19 lockdown, executive management and a result of solid market share gains, which are set out in more from that consolidation the board of directors made donations from the earnings detail later in this annual report. phase in the current year. they derived from the company to assist those most directly The pandemic impacted the profitability of the company, affected by the pandemic. particularly as a consequence of the need to impair some Although I have been involved with Pepkor for many years of the goodwill and intangible assets that were held on the prior to its listing in 2017, I have held the position of chairman Pepkor undoubtedly benefited from that balance sheet. In determining the carrying values of these since its listing. Since 2017, the company has faced stormy consolidation period, which facilitated us to be assets, the uncertainty of future performance was a major corporate and financial waters, which we have successfully able to survive and emerge strongly from the factor. The company determined that certain of the carrying navigated, and have now arrived at a point where we enjoy values were considered to be too high, thus giving rise to the unprecedented challenges resulting from the relatively lower risk and a more stable set of circumstances. impairments that have now been made. The higher risks in an COVID-19 pandemic. The board and management are both much stronger than uncertain environment also gave rise to the need to increase three years ago. Against that background, I decided not to I have said many I am pleased to report that the Pepkor board, provisions in the credit books owned by the company, which make myself available for re-election at the end of my term further impacted profitability. This cautious approach should times before management team and entire staff has worked of office on 30 November 2020, and recommended the benefit the company in the future. Full details of the financial tirelessly during this year to protect our appointment of an independent chairman. The company is that Pepkor is and operational performance are outlined in detail elsewhere employees and customers from the health and fortunate to have a person with the experience and wisdom in this report. more than just a safety risks, and to ensure that the businesses of Wendy Luhabe, who became chairman of the board with company. Pepkor survived. Apart from the COVID-19-related interventions, the effect from 1 December 2020. I look forward to continue company remained focused on the need to continue with being involved with the success of Pepkor as a non-executive has a unique The full lockdown implemented by the South African government in the implementation of its key strategies. An agreement for director. March 2020, resulted in Pepkor having to absorb continuing costs the sale of The Building Company was concluded and is culture and Pepkor’s progress has been driven by Leon Lourens and his for a significant period without the benefit of revenue. During the awaiting consideration by the competition authorities. This management team. My thanks go to him and his team for the deep meaning lockdown, the board met on a weekly basis to address particularly had been identified as a non-core asset. Consistent with the valuable achievements over the review period. I would also the liquidity challenges facing the company. The gradual relaxation approach to shift capital away from areas where acceptable for our employees, like to convey my thanks and appreciation to my fellow board of lockdown regulations by government enabled Pepkor to resume returns are not being achieved and future strategic growth members for their help and guidance, and to all the various customers and trading, initially for essential products supplied by our businesses, is questionable, the company disposed of its Zimbabwean stakeholders without whom the achievements of this past and later for our full range of discounted products that are provided operations and closed operations in Uganda. Subsequent to other stakeholders. year would not have been possible. conveniently to our customers. Pepkor was well positioned in the the year-end, a decision was also taken to dispose of the John market, as our customers took advantage of the additional social Craig business. benefits and grants that were provided by government to purchase Relatively small but important strategic acquisitions were affordable and essential products and services. JAYENDRA NAIDOO made, which included the Abacus insurance business; the Non-executive director, and chairman of the board from The strong trading post-lockdown and our focus on liquidity Eezi Global fintech business that was acquired by Flash to September 2017 to November 2020 issues, assisted by a successful over-subscribed accelerated enhance its entry into the United Kingdom and Europe; and book-build, where slightly less than 5% of the company’s issued the S.P.C.C and CODE brands which were acquired by Pepkor Jayendra notified the board of his resignation as non-executive shares were successfully placed, enabled the company to reduce Speciality to bolster the group’s focus on adult wear. director on 20 January 2021 which is effective on 1 February 2021. 06 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 07 INTRODUCTION CONTINUED
CHIEF EXECUTIVE OFFICER’S REPORT Pepkor achieved Pepkor’s retail brands benefited from consumers seeking Our response to the COVID-19 substantial market share value, while its expansive store footprint appealed to customers choosing to shop in more convenient locations pandemic gains during the COVID-19 closer to their homes. Consumer focus on less discretionary Pepkor prioritised the safety and pandemic. and more affordable products and services resulted in a livelihoods of our 50 000 employees very satisfactory sales performance and substantial market through focus on safety in the workplace, share gains. maintaining full remuneration, and job In a year of unprecedented uncertainty caused Pepkor’s strong corporate culture and execution ability preservation. The group stepped up to by the COVID-19 pandemic, the Pepkor group ensured a swift and decisive response to the COVID-19 crisis, its responsibility through a wide range of achieved an exceptional sales performance with stores and the supply chain reacting very quickly to the challenging and unpredictable environment. Pepkor applied contributions to help fight and alleviate the and substantial market share gains. Taking an a conservative approach in areas such as capital allocation impact of the COVID-19 pandemic on the opportunistic approach supported by the group’s and cost expenditure, as uncertainty surrounding the longer- people and communities of South Africa strong execution abilities, Pepkor entrenched term impact of the COVID-19 pandemic remains. Capital by making a difference in the lives of our its position as the leading discount and value expenditure was reduced and the group limited expense customers. retailer in South Africa. Despite the adverse growth to a credible 3% for the year. Supply chain and procurement planning proved to be the conditions, I am pleased with the performance most challenging operational aspect of the COVID-19 crisis, of the group, which is better positioned now than as lockdown restrictions varied between China and South it was before the pandemic. The group opened 234 new stores during the year, reflecting a Africa. This was exacerbated by the uncertainty of the local marked slowdown during the second half of the year. Except trading environment. Pepkor’s defensive product range, longer For the first time The COVID-19 pandemic is what 2020 will be remembered for for the PEP and Ackermans brands, expansion for the group lead times and collaborative supplier partnerships contributed in years to come. As it swept across the world, unprecedented in history, many has been cut back substantially during these uncertain times. to the group achieving very good stock levels during the measures were employed to contain and prevent the spread of the This approach will be continued into the new financial year, as pandemic – ending the year low on stock, but having had countries were virus. For the first time in history, many countries were locked down expansion will be concentrated on the brands that are robust, enough to achieve sales growth. locked down for for trade, travel and social interaction at the same time. Never before more predictable and provide good returns on investment. trade, travel and have we experienced a phenomenon that had such a direct impact The other brands will use the year to consolidate and improve The outcries on social media from new mothers who were on all of us and our livelihoods. their businesses to create a platform for expansion once there not able to clothe their babies due to stores being closed was heartbreaking, and the group did everything in its power to social interaction In South Africa, national lockdown protocols to prevent the spread is more certainty in the market. resume operations as fast as possible. Our efficient supply of COVID-19 dealt a significant blow to the already fragile economy, at the same time. Our positive trading performance, prudent capital allocation chain and logistics infrastructure successfully dealt with and the retail sector in particular. The trade restrictions imposed and conservative working capital management resulted significant bottlenecks in the distribution of merchandise Never before have in terms of the national lockdown prevented retail stores from in unprecedented levels of cash generation to the value of to stores. Record service levels were achieved, allowing the trading during April 2020, while further trading restrictions resulted we experienced a R9.2 billion for the year. The group made substantial progress group to meet pent-up demand from consumers for much in the group not being able to trade in its full merchandise range phenomenon that in enhancing and strengthening its balance sheet by reducing needed products, such as winter and newborn baby clothing. until June 2020. Trading conditions since the relaxation of national net debt by R6.9 billion during the last six months of the year. had such a direct lockdown measures favoured Pepkor’s defensive discount and value This positive development places Pepkor closer to the optimal positioning. This resulted in the exceptional outcome of achieving level of debt it has been working towards. impact on all of us revenue growth in FY20 compared to the prior year, despite losing READ MORE approximately R5.0 billion in revenue due to store closures. Corporate social responsibility report: Group response to the and our livelihoods. COVID-19 pandemic p 9 Case studies: Flash/CoCare partnership provides COVID-19 support PepClo diversifies during the COVID-19 pandemic 08 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 09 INTRODUCTION CONTINUED
CHIEF EXECUTIVE OFFICER’S REPORT CONTINUED Strategy Business performance consumer electronics and appliance division, facilitated by The resolve, resilience and loyalty shown by the group’s investments in omnichannel capability. The credit contribution employees and customers during one of the most challenging The Pepkor purpose remains focused on PEP and Ackermans reported strong to total sales reduced significantly and collections on the periods in history is most encouraging. The strong and making a positive difference in the lives trading levels following the reopening credit book were above expectations. The divisions are healthy corporate cultures of the group and our retail brands of our customers. We live in a country and of stores in May 2020. While the strong showing promising signs for the year ahead. have supported the business during this trying time and resulted in a commendable, market-leading performance on a continent where the vast majority of trading performance benefited from The Flash business achieved strong growth. Virtual turnover for the year. The support and understanding from our loyal, people have very little disposable income. pent-up demand and additional social in the trader business increased by 25.7% for the year and long-standing suppliers and business partners have been includes 194 000 traders, mostly in the informal market. Pepkor’s strength lies in its ability to serve grant payments, the compelling customer invaluable, and similarly we value the support from our Capfin reduced the number of active accounts from 333 000 the needs of these consumers and to be value propositions of PEP and Ackermans investors. their preferred shopping destination – are expected to continue to resonate at 31 March 2020 to 219 000, as it reduced credit extension. Plans are to maintain the current credit book size with a future making it possible for them to live with with customers in search of value and focus on six- and 12-month loans. dignity and pride. At Pepkor, we see it as affordability. This was confirmed by The group’s operations are prepared for changes in consumer The group’s portfolio strategy to focus on its core business our responsibility to provide customers exceptionally strong growth of 240 basis behaviour with accelerated growth in e-commerce and resulted in the decision to dispose of The Building Company. fintech capability, supplemented by our convenient and with affordable products, making their lives points in the market share of both PEP and Performance was impacted due to the inactivity and accessible retail store footprint. The group continues to easier and better. Ackermans, as reported by the Retailers’ contraction of the construction industry as a result of the identify opportunities for store expansion, driven by PEP Liaison Committee (RLC). Gross margins COVID-19 lockdown. Nevertheless, the strategic journey of the Against this backdrop, our decentralised brands and operating and Ackermans, in addition to the development of new retail were in line with the previous year and business is progressing well, as it is consolidated into a more divisions manage their businesses to provide the right formats. In terms of new markets, exciting opportunities exist robust business through a simplified structure, effective cost products and services at the best prices and in the most stock levels have reduced with higher in the adult wear market, while the group will also consider management and a more centralised procurement strategy. convenient way to their customers. Each division is different freshness levels providing an ideal platform other expansion opportunities. and employs its own strategy to best mitigate its risks and for the future. Outlook execute on opportunities. Appreciation PEP Africa continued to consolidate amid adverse Pepkor’s sales performance since the macroeconomic conditions across most countries of This year we have proved to ourselves that relaxation of lockdown measures has operation. The management team is building a more robust we truly live our purpose. We stayed the been excellent and underscores the business model to withstand the volatility of the African course and never wavered in our conviction strength of our business model and operation and has reduced operating expenses by almost and determination to deliver on it. 20%. The exit from Zimbabwe was completed and it was market positioning. Providing the South PRODUCT decided to close operations in Uganda, as expansion plans in African consumer with affordable products I would like to thank our 50 000 employees for their loyalty, Provides variety with a East Africa have proven not to be feasible. No store expansion dedication and resilience during a most challenging year. I am focus on basic, needed has become even more important in the humbled by the tireless commitment and agility of the various and replenishment is planned for the next year. current environment and the group is ideally executive teams in the group in responding to the challenges product categories. The Pepkor Speciality division reported mixed results across positioned to execute on this. faced during the year. Pepkor is very fortunate to have such its retail brands with weaker demand in adult footwear and an exceptional group of employees, who bring a very high apparel, which are inherently more discretionary in nature. While the evolution of the COVID-19 pandemic and its PRICE level of skill, experience and leadership to the group. Tekkie Town had good post-lockdown sales and stockholding economic impact in the near to medium term remains Provides affordable uncertain, there is an expectation that the toughest times Our board of directors provided invaluable support and products at the was reduced through aggressive markdowns. Shoe City for the economy and customers are still to come as lowest price was negatively impacted by lower demand for formal shoes, guidance as we navigated our way through the COVID-19 possible through their shopping mall store network, and the absence of unemployment increases and special grants and other crisis, and I commend and appreciate the readiness and benefits are reduced. Our view of the future is optimistic, but OUR CUSTOMERS low cost of doing back-to-school footwear sales. John Craig’s performance willingness of all board members to contribute and add value. business and are at the centre was impacted by a shift in consumer demand away from we remain cautious and conservative until we obtain more of our strategy efficiencies through certainty about the direction of our economy. scale. formal wear and the decision was made to dispose of the business. Dunns achieved profitability for the first time in Cash generation has been excellent and the balance sheet many years and we are positive about the future potential of has been significantly strengthened, which provides the CONVENIENCE LEON LOURENS its 204 stores. Refinery achieved good results and continued Provides access group with the ability to capitalise on potential opportunities Chief executive officer through expansive to strengthen its brand equity, while it also successfully that may arise in the market. Significant progress was made footprint, various sales launched an e-commerce platform. in restructuring and consolidating the group’s portfolio of channels and fintech operations to enhance efficiency and profitability levels. services. The JD Group achieved commendable sales results with strong trading momentum during the fourth quarter in both Pepkor is well positioned to continue gaining market share the furniture and consumer electronics and appliances in a future constrained retail environment. The group will READ MORE divisions. Consumer demand continues to be driven continue to entrench its discount and value positioning by technology upgrades, work/school-from-home, and through providing affordable products to the consumer as consumers investing in their homes. The contribution from we stand to benefit from consumers in search of value and online sales nearly doubled to 7% from the prior year in the more basic merchandise. 10 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 11
UNDERSTANDING THE GROUP Variety. We provide products and services to a wide customer base. IN THIS SECTION
The implementation of global lockdowns and social distancing measures brought many industries to a complete standstill and influenced businesses’ ability to trade.
The interaction between our material matters, business model and strategy determines our success in the short, medium and long term.
The outcomes of our business model are delivered through a continuous focus on our RANDALL BOTHA, Incredible Connection customer stakeholders, with our customers being at the ‘I like to come here to see what’s new. There are many places centre of our purpose. to get products from, but when I need specialist items, I come to Incredible Connection.’
12 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 13 UNDERSTANDING THE GROUP CONTINUED
CORPORATE OVERVIEW OUR FOOTPRINT 10 countries
Pepkor has the largest Angola Nigeria retail store footprint Malawi Zambia in southern Africa, and we Mozambique leverage our assets to add value to our customers’ lives. The scale of our operations, combined with our retail Botswana Namibia experience and disciplined manner of eSwatini South Africa execution, represents core assets in which we continuously invest Lesotho to sustain and grow our business. OUR VISION is to be a globally respected READ MORE discount and value retailer – by OPERATING CONTEXT OUR MISSION being the best place to shop, work is to make a positive difference and invest. Segmental revenue contribution in the lives of our customers and the communities in which we operate, by providing convenient access to everyday products and 65% services at affordable prices. 13% Clothing and general merchandise Furniture, appliances OUR VALUES and electronics are expressed through our culture. We believe in supporting, respecting and 12% trusting each other while FinTech we enable each other to grow together. 10% Building materials (discontinued operations)* * On 4 August 2020, the group announced its disposal of The Building Company, comprising the entire building materials segment. The transaction remains subject to the fulfilment of certain conditions precedent and is classified as discontinued operations in the current year. OUR EXPERIENCE spans more than 100 years of building trusted brands.
1916 1965 1978 1986 1991 1993 1995 2000 2010 2015
1901 1911 1943 1947 1950 1975 1980 1988 1989 1992 1993 1993 1994 1996 1998 2000 2006 2011 2012 2015 2016 14 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 15 UNDERSTANDING THE GROUP CONTINUED
KEY PERFORMANCE INDICATORS
3.6% 240 bps 2.4 million m2 R40.7 million growth in revenue from continuing operations to growth in CFH market share1 total retail space corporate social investment in communities R63.7 billion ota tore
Clothing rnit r and general a lianc merchandise an l ctronic 234 5 500 new stores Building materials stores opened
ota emp o ee Clothing rnit r a lianc 1 billion 50 000 and general an l ctronic merchandise units sold annually employees il in mat rial ro 400 million r ic transactions annually in c R9.2 billion cash generated from operations, 22 million 2 600 excluding IFRS 16 km travelled tonnes in the Pepkor Logistics of packaging material reused
1 Market share growth in clothing, footwear and homeware (CFH). Source: Retailers’ Liaison Committee distribution network 16 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 17 UNDERSTANDING THE GROUP CONTINUED
OPERATING ENVIRONMENT
Prior to the outbreak of the COVID-19 pandemic, economic conditions globally were precarious. This has been exacerbated by the impact of COVID-19 on markets and business activities. Our operating environment is mostly influenced by exchange rate fluctuations and pressure on consumer spending, with numerous underlying factors attributable to each of these. THE SOUTH AFRICAN Our biggest market ECONOMY is South Africa, where uncertainties continue around The national lockdown measures unemployment, economic implemented by the South African government growth and resources, including to curb the spread of the COVID-19 pandemic food security, water shortages and uninterrupted power supply. The had a significant impact on the South African impact of these conditions on the economy, resulting in economic contraction THE RETAIL INDUSTRY most vulnerable in all societies and increased job losses. Consumers in South Africa are was highlighted by the The economy has been artificially supported by government COVID-19 pandemic. intervention through increased social grants from the South feeling the impact of a prolonged African Social Security Agency (SASSA) and the Temporary period of low economic growth, Employer/Employee Relief Scheme (TERS) payments. This high levels of unemployment and a PEPKOR’S POSITION assisted a large portion of the population and some businesses stagnation in real wage growth. over the short term. However, concern remains over the longer- AND RESPONSE Consumer confidence is low with consumers’ term economic effect in context of increased government debt ability to spend constrained. It is expected that levels and its ability to support future economic growth. Success in the retail industry is heavily THE GLOBAL ECONOMY unemployment will increase further, significantly influenced by a retailer’s sustainable The COVID-19 pandemic affected The lockdown and social distancing impacting consumer spending and their ability to measures required employees, competitive advantage, including the global economy and supply access credit. in general, to work remotely differentiation, innovation and operating These conditions have resulted in drastic changes chains during 2020, owing to various from home, and forced in consumer spending patterns as consumers at a low cost of doing business. responses by governments to prevent businesses to adjust the way reconsidered the way in which they shop and and slow its spread. in which they trade. This tested To remain relevant, retailers must maintain an intense transact. Trends indicate a growing preference for businesses’ agility as well as focus on customer needs and experience, invest in the The resulting economic effects are far-reaching, shopping online, closer to home with less frequent the efficiency and effectiveness digitisation of systems, and provide customers options with many countries on the brink of recession. Stock shopping trips, contactless payments and a move of their systems. These changes through value and omnichannel platforms. Never before markets, employment rates, consumer confidence and to value. represent a potential structural shift has customer centricity been so critically important. spending patterns have all been affected. in how people work. In certain respects, Since the relaxation of lockdown measures, The group’s strategy responds directly to many of the The implementation of global lockdowns and social this benefited workforce morale through the increased flexibility consumer behaviour indicates increased focus on shifts in consumer behaviour as described above. distancing measures brought many industries to a enjoyed by employees. seeking value in babies’ and kids’ apparel. Product complete standstill and influenced businesses’ ability categories linked to technology and household Pepkor’s defensive market position and focus on to trade. goods have been favoured, driven by people Many businesses have prioritised investment the discount and value market positions it best to spending more time at home. in IT systems and management structures perform in a constrained retail environment as it Uncertainty surrounding the long-term impact to improve operational execution. Due to the stands to benefit from consumers buying down in of the COVID-19 pandemic continues and is increase in remote working and dependence on Competition among retailers search of value. compounded by volatility in exchange rates. technology and cyberconnectivity, there is a greater focus on has intensified and will result in Trade and political tensions have increased cybercrime risk and requirements around information privacy consolidation of the retail market. It is globally due to increased populism among legislation. Companies face the risk of financial loss or expected that the discount and value market citizens, who are increasingly holding governments reputational damage as a result of a breakdown in technology segments will benefit from consumers’ to account. These factors all have an impact on breaches or an inability to sell products or provide services increased focus on seeking value as spending the performance of economies. within a changed consumer environment. is reprioritised to less discretionary products. 18 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 19 UNDERSTANDING THE GROUP CONTINUED
PRODUCT CONVENIENCE OUR STRATEGY The right products that serve our customers’ needs Accessible locations and channels We provide products and services for families and their We are able to serve customers at their convenience homes, considering customer needs and trends, resulting through our expansive store footprint and variety of retail The group operates on a decentralised basis with Managing a large retail group at a in a wide VARIETY of product and service categories. channels. Our numerous payment methods and innovative each retail brand having its own unique customer low cost of doing business in the These products are biased towards well-priced core technology allow ACCESSIBILITY for customers, value proposition and approach. Divisional products that are less discretionary in nature, thereby regardless of where they live. We believe in saving our discount and value retail market senior leadership teams are responsible for its serving a wider consumer base. customers money, not only with our low prices, but also in requires a disciplined approach that implementation through a specific strategy. These transport costs and time. promotes simplicity to ensure that teams are supported and enabled by central group The clothing and general merchandise segment includes the PEP and Ackermans’ discount and value retail brands, The world is moving towards the convenience of costs are contained. Our strategy services (Group Services) that include specialist skills and capabilities, leveraging the scale of the which focus on baby and kids’ apparel. A clear bias exists online trade and the group continues to strengthen its focuses on three pillars that ultimately group and applying best practice. towards basic and replenishment products that customers capabilities to remain relevant. The group’s expansive need to purchase regularly. These retail brands comprise store footprint and supply chain continue to provide provide customers with value for Collectively, all operating divisions focus on the largest portion of group revenue and earnings. further opportunities to leverage this in areas such as money and guide the strategy of efficiencies to provide the right products at the omnichannel. each of our operating divisions. best price at our customers’ convenience. ro p reven e p it lot in an n ral m rc an i rnit r a lianc an l ctronic 5 500 stores in c
194 000 Flash traders in the informal market il in mat rial i contin o ration a ment anne gro p a e mi a
PRICE a Best possible price in product category Our efficient supply chain, global sourcing capability r it and low cost of doing business enable us to provide products and services at the best possible price, resulting in AFFORDABILITY for our customers. Cost savings gained through efficiencies from leveraging the group’s scale are shared with customers by keeping prices as low as possible – thereby protecting the group’s market positioning. The group’s supply chain is instrumental to minimise and control costs. Our scale of operations, infrastructure, and collaborative approach across retail brands and with suppliers continue to prove its worth.
97% best price leadership (BPL) in PEP 8th consecutive year Ackermans voted Best Children’s Clothing retailer in South Africa1 1 Ask Afrika Icon Brands 20 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 21 UNDERSTANDING THE GROUP CONTINUED
OUR MATERIAL MATTERS The group’s business model and strategy guide how we create value for Achieving growth in a low-growth Maintaining an efficient and Maintaining a low cost of doing stakeholders through the allocation of environment effective supply chain business financial and non-financial resources. The interaction between our material Sustainable growth remains challenging due to the Our customers need the right product at the right Pepkor’s commitment to improving the lives of current difficult operating environment. The operating matters, business model and strategy time in the right store, all of which depends on customers by offering the best possible price drives environment places pressure on our customers’ maintaining an efficient and effective supply chain. our dedication to maintain a low cost of doing determines our success in the short, disposable income, which inhibits growth in the Pepkor relies on an extensive supply chain that has business and to share any savings with our customers. medium and long term. retail market, especially in non-discretionary product been built over many years and is based on good Maintaining a low cost of doing business is part of categories like furniture, appliances, electronics and supplier relationships, as well as effective systems Our material matters are identified through our materiality our DNA through our disciplined approach to manage building materials. and infrastructure. This matter was particularly process, which is managed by senior management with costs and to leverage our scale and investments in important in the year under review, as our supply chain input from the board. Identifying and managing these Our defensive market position and bias towards efficient systems and processes. was tested by the COVID-19 pandemic. We are proud material matters is based on our risk management process basic product categories in the discount and value to have maintained good supplier relationships and This also extends to other areas, such as foreign and is further informed by strategic issues raised by senior clothing and general merchandise segment has proved our agility to deliver through this crisis. currency hedging, where a conservative policy is management and our key stakeholders, as well as our proved resilient. This focus is not subject to short-term in place. Compliance with regulatory change and evolving operating environment. The materiality of any matter seasonal or fashion trends and provides flexibility in We work collaboratively with a well-established complexity are carefully considered. is based on its influence on the group’s ability to create value, the sourcing of products and the overall supply chain. supplier base, locally and across the globe, to find regardless of whether it is positive or negative. This approach inherently promotes a higher sell-off the best product at the best possible price. Although Opportunities include: READ MORE rate, mitigates markdown risk and protects gross our dependence on our suppliers in China poses a Critically assess the cost base for opportunities to margins. risk due to the volumes we demand, we mitigate this reduce costs Corporate governance report risk through open communication and long-standing Our diverse geographic footprint, with stores in Use the scale of the group to further consolidate partnerships. COVID-19 has provided valuable insights rural areas and small towns, has also added to our and strengthen negotiation power on how many sourcing functions can be performed resilience. Investment in omnichannel and digitisation remotely through effective technology. has become a necessity, as consumers are moving online to transact. The group has made good progress Although, in many instances, local sourcing is limited Associated material risks in its omnichannel and digital capability. by high production demands, the group endeavours to actively source and build relationships and capacity of The impact that the prevailing economic climate will local suppliers to diversify supply sources. have on our customers’ ability to manage their credit leaves great uncertainty around responsible credit Opportunities include: granting. The group, in aggregate, remains a cash Leveraging 3D and rendering technology to improve retailer and has a very low dependency on credit in sourcing processes, product quality and fit order to generate sales. In retail brands where the Local sourcing opportunities. Pepkor is a dependency on credit to enable sales is higher, the signatory of the Department of Trade, Industry and group has successfully reduced dependency through Competition’s South African R-CTFL Master Plan payment alternatives such as lay-bys. Key to material risks to 2030 and is committed to investment and job Growth opportunities include: creation with relevant support from the national Continued store footprint expansion government Sustainable Elevated growth gearing Leveraging the group footprint through initiatives Investing in distribution centre capacity such as PAXI, our counter-to-counter parcel delivery and systems service, and financial services Supply chain Damage to Associated material risks disruption reputation Introducing new channels with e-commerce and brand development across the group Category growth and introduction of new categories Currency Digital volatility disruption Associated material risks PepClo’s new factory in Parow, Cape Town will be commissioned early in Employee retention Regulatory 2021. Since the production line was started in 2017, production of flip- and engagement change and flops has increased substantially and surpassed 4 million pairs this year. risk complexity 22 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 23 UNDERSTANDING THE GROUP CONTINUED
OUR MATERIAL MATTERS CONTINUED Attracting and retaining talent MATERIAL RISKS Each operating division or retail brand has its own culture, but they are all centred on the purpose Material risks that substantially affect, or have the potential to substantially affect, the of providing value to customers. This culture is group’s strategy, business model or available resources (and ultimately its ability to maintained and nurtured by our talented employees and is an extremely important part of our success. A create value over time) represent key uncertainties. These material risks are evaluated group culture such as this cannot be built in a time against the industry and global landscape to ensure that relevant emerging and current of crisis, but it is the kind of culture that will see you factors are considered. through any crisis. READ MORE Corporate governance report We are led by a dedicated and experienced team who provide consistency and certainty in uncertain times. The agility of our people and the depth of knowledge they have of our business and retail in general was SUSTAINABLE GROWTH ELEVATED GEARING crucial in managing the COVID-19 pandemic. We 1 5 work on an empowerment model that focuses on The ability to capitalise on long-term growth Historically, Pepkor maintained very low debt levels, internal promotions. Looking forward, we continue to Allocating capital effectively and opportunities in the South African market given with profits used to finance growth initiatives. High determine what the needs of our business model are optimising gearing levels current economic conditions. For the group to debt levels could potentially limit flexibility and and build towards ensuring capacity to support and grow, it needs to identify and invest in growth impact decision-making for growth. deliver on our growth ambitions. initiatives. The group has improved the flexibility of its Opportunities include: capital structure by reducing debt through various Leverage the scale of the group through greater interventions. The group continues to target a reduced 6 DAMAGE TO REPUTATION alignment while still building decentralised gearing level of one times net debt-to-EBITDA in SUPPLY CHAIN DISRUPTION AND BRAND employer brands the short to medium term. The strong trading since 2 Any event that significantly damages the reputation Introducing more accredited learning programmes the relaxation in lockdown measures and positive Any disruption in the supply chain, including of the group and/or its brands can negatively impact collections on the credit books have supported this production and import disruption or the loss of Dedicated leadership and succession development performance and long-term investor and consumer ambition to reduce debt. The successful completion key strategic facilities or services, could result in confidence. of the accelerated book-build and announced sale of business interruption and loss of income. Associated material risks The Building Company further support this goal.
Lower gearing levels provide flexibility to deal with crisis situations such as a national lockdown, and 7 DIGITAL DISRUPTION underpin cash flow and liquidity. In addition, good 3 CURRENCY VOLATILITY progress was made towards diversifying our sources The rapid adoption of mobile technology across the of funding and reducing funding cost through the Exchange rate volatility between where the group African economy is creating a gateway into online successful launch of a Domestic Medium-Term Note sources and sells its products could have an retail, accompanied by increased competition (driven (DMTN) programme comprising listed debt. impact on retail selling prices. It also influences by lowered barriers to entry) and the development transport costs (due to fuel increases). of the online market for certain classes of products. The COVID-19 pandemic resulted in unprecedented Customers also expect to find all information about levels of consideration to ensure capital is allocated products and brands online, with a clear preference to areas of the group where returns are maximised. for online services. Market share could potentially Credit granting was significantly curtailed to mitigate EMPLOYEE RETENTION AND be gained by local and global online retailers, at the credit risk in anticipation of deterioration in the credit 4 ENGAGEMENT RISK expense of traditional retailers. health of customers. Opportunities include: Specialist retail and IT skills remain scarce, while competition in retaining and attracting skilled Reduce debt and improve flexibility to promote staff remains concentrated, in South Africa REGULATORY CHANGE investment in growth opportunities 8 and globally. AND COMPLEXITY Reduce the cost of funding Ongoing changes result in increased complexity, Associated material risks with non-compliance leading to regulatory sanction, business interruption, financial loss and reputational The group is committed to develop employees, grow skills and enable job readiness. Divisions do their own job training relevant to their industry and damage. The introduction of new laws and operational requirements. Emphasis will be placed on ensuring that more regulations affects the way Pepkor engages with accredited training is offered. clients and trains staff and impacts projected revenue targets as the cost of compliance increases. 24 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 25 UNDERSTANDING THE GROUP CONTINUED
SUPPLIERS AND BUSINESS PARTNERS COMMUNITIES
Our goal is to provide suppliers with the opportunity to Our goal is to assist communities through various projects deliver on agreed quality and cost standards, building and that help improve their standard of living. improving efficiencies along the way. How we engage OUR STAKEHOLDERS How we engage Daily interactions with our customers through our store Supplier relationships are closely managed by buying and employees create an awareness of the needs of their merchandising teams, who have the support of buying communities. Our values define how we engage with our stakeholders and foster mutually beneficial agents, authorities, and a central sourcing division. relationships. Pepkor’s scale and synergies influence multiple stakeholder groups. Each business chooses the best method of social Pepkor is committed to growing local sourcing, investment interaction, and the nature of their connection to local and job creation with relevant support from the national communities. government. Pepkor is a signatory of the Department of Trade, Industry and Competition’s South African R-CTFL Stakeholder expectations EMPLOYEES (AND Master Plan to 2030. Basic products and services Appropriate social investment We aim to ensure that TRADE UNIONS) Stakeholder expectations engagement: CUSTOMERS Our goal is to create a safe and Consistency and reliability in the way business is Our strategic response productive work environment where conducted is linked directly to delivering Pepkor businesses are close to their communities and Our goal is to treat customers with employees can develop as people value to Pepkor and the invest in projects and initiatives that they believe will be dignity and respect, while giving and professionals. Our strategic response groups or individuals we them access to the products and most beneficial. Years of building relationships with our suppliers and services they need and want. How we engage engage with; customers have helped us to understand our customers’ By keeping costs as low as possible, we enable the The human resources (HR) function is communities in which we operate to purchase products pays specific attention to How we engage needs. We negotiate with suppliers to deliver the best decentralised, and the strategy is quality products and services at the most affordable and use services they might otherwise not be able to addressing material matters; Our brands are in constant, direct implemented within each operating prices to satisfy customers’ needs. access or afford. communication with more than division through appropriate HR is always professional and R40.7 million invested in community support and 20 million known customers through structures. Each division engages We manage our supplier relationships beyond short-term upliftment ethical; and direct feedback we receive from directly with their employees and their contractual obligations and rather focus on long-term them, whether it be digitally, in store, representatives, e.g. trade unions. partnerships and collaboration. is managed according to the or through our contact centres. specific requirements of each Practices across the group are Currently, customer interactions are stakeholder group. continuously improved, addressing REGULATORS, LEGISLATORS AND centred around product and staff engagement, culture, training, The value we create as a group service-specific conversations. job security, remuneration and SHAREHOLDERS AND INVESTORS GOVERNING BODIES is linked to the value we create Regular customer feedback allows transformation. Our goal is to deliver on shareholder and investor Our goal is to be ethical in our business practices and to for all our stakeholders. This the divisions to improve product and We do this through induction and expectations. comply with applicable industry, regulatory and legislative happens through our business service delivery. training programmes, forums and requirements. activities and our interactions and conferences, staff meetings, printed How we engage Stakeholder expectations How we engage relationships with stakeholders. and digital communication, annual The group engages with the investor community annually, Affordability Our main output is the products performance discussions and our through the group’s corporate reporting and JSE-required Regulators include, inter alia, the JSE Limited and the Quality Prudential Authority. Where and when necessary, appropriate and services we provide, which whistle-blowing hotline. communication, and periodically, through direct engagement engagement with government, policymakers, legislators and Access at the group’s AGM and various events, including results and results in the key outcomes Stakeholder expectations industry regulators takes place. Variety investor presentations. Management continuously engages of customer satisfaction and Competitive remuneration Customer service with investors via meetings and by attending local and Stakeholder expectations revenue. Our business model in Engaging work the integrated report describes Trusted and responsible brands international investor conferences. Regulatory compliance Opportunities for advancement these interactions in more detail. Ethical business practices Our strategic response A safe work environment Stakeholder expectations We discuss below how we Participation in national priorities By focusing on our customers A culture that enables Return on investment promote positive stakeholder Continued investment in community upliftment and providing them with products employees to grow and serve Appropriate and accurate disclosure and relationships. and services that add value to our customers communication on performance and strategy Our strategic response their lives, we retain a loyal We identify our stakeholders as Ethical and responsible business practices for long- customer base and gain new By ensuring compliance, all stakeholders have Our strategic response term sustainability groups or individuals that can customers, who are looking for confidence in the conduct of the group’s operations. significantly affect or be affected Through market-related affordable shopping alternatives. Due to the impact of the COVID-19 pandemic, interaction remuneration, skills development Our strategic response by our business activities and its with legislators has been of paramount importance to 17.5 million online engagements programmes and wellness and outputs or outcomes, or whose The group maintains an appropriate level of transparency ensure business continuity. with the group’s digital transformation initiatives, we are actions can affect our ability to and consistency in communication and engagement with communities across all brands able to attract and retain More than 6 000 screens and sanitiser stands were put create value over time. employees who contribute the investor community. More than 1 million daily in place in all offices and retail stores to comply with the positively to our long-term value transactions with customers R7 billion reduction in net debt COVID-19 regulations. creation. Launch of a R10 billion DMTN programme 55% of employees are covered by collective industry salary 172.5 million shares issued via an accelerated negotiated agreements. book-build 26 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 27 UNDERSTANDING THE GROUP CONTINUED
The outcomes of our business model are delivered through a continuous focus on our stakeholders, with our customers being at the centre of our purpose. We nurture our relationships, and we believe that contributing to our communities is key to maintaining trust HOW WE CREATE VALUE in our brands. Although the environment in which we operate might influence the way we do Our business model business, it is through our products, services and relationships that we are able to create value. STRATEGY AND RESOURCE VISION, OUR CAPITALS AND STAKEHOLDERS INPUTS/OUTPUTS (Performance) OUTCOMES (Impact) Our purpose ALLOCATION MISSION SOCIAL AND RELATIONSHIP CAPITAL – All stakeholders comes to life and AND VALUES READ MORE Our relationships More than 20 million known customers READ MORE Case studies our strategy is Product and service innovation, affordability and accessibility, R40.7 million invested in corporate social Going where our customers need us implemented in our investment initiatives supplier development, local sourcing, corporate social investment Group response to the COVID-19 pandemic operational divisions Improvement in B-BBEE contributor score to through relevant and 51.01 points applicable activities HUMAN CAPITAL – Employees and focus areas. Our people R37.9 million spent on training and development READ MORE Case studies PRODUCTS Clothing Employment, opportunity to develop and grow, exposure to retail 73% black female store managers Three levels of leadership programmes and general VARIETY through: and supply chain experience, employee support and wellness 30 666 employees trained Store manager promotions merchandise • Wanted and needed PepClo heroes: front-line staff PEP products and services PEP Africa • A wide range across INTELLECTUAL CAPITAL – Employees, customers market segments and suppliers Ackermans Suppliers Our infrastructure 27.4% cost of doing business READ MORE Case studies Pepkor muni Innovation, intellectual property, retail and supply chain experience, 24 million cartons distributed annually through Flash/CoCare partnership provides COVID-19 support Speciality om ties C efficient processes, best price leadership, synergies across brands supply chain network mploye E es and businesses, governance, brand equity 1.9 million PAXI parcels distributed, leveraging Furniture, scale through innovation appliances PRICE 26 Ackermans Woman stand-alone stores and electronics AFFORDABILITY 194 000 Flash traders JD Group through: Abacus • Value for money Customers MANUFACTURED CAPITAL – Employees, customers • Low cost of doing and suppliers business Our infrastructure 234 new stores opened READ MORE Case studies FinTech 2 Logistics and technology infrastructure, systems, scale, accessibility 140 000 m DC expansion project in Flip-flops expand into new factory Flash through expansive store footprint, mobile technology Hammarsdale (PEP) E-commerce goes live Capfin R24 million invested in new PepClo facility PepClo diversifies during the COVID-19 pandemic
CONVENIENCE Building FINANCIAL CAPITAL – Investors, employees materials ACCESSIBILITY through: and customers (discontinued • Flexible store formats operations) Our funding R9.2 billion cash generated READ MORE • Physical and digital The Building channels Good business practices, trusted corporate governance, shareholder R6.4 billion total tax contribution Company • Various payment options returns, investor confidence, business growth, employee 75.4 cents headline earnings per share development R6.9 billion reduction in net debt READ MORE R10 billion DMTN programme launched
NATURAL CAPITAL – Employees, customers and communities
Our environment 308 856 CO2e tonnes READ MORE Case studies Responsible sourcing, supply chain efficiencies, waste management, 2 600 tonnes of cartons reused Shopping bag alternatives recycling, awareness and behaviour
Our material matters, risks and opportunities are identified, Investment is made at operational level and outcomes are measured against each divisional strategy addressed and managed at operational level, and reviewed and reported on at group level. Corporate social responsibility report 28 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 29 UNDERSTANDING THE GROUP CONTINUED
HOW WE GOVERN
Good governance in action
Good governance is a vital enabler of value creation at Pepkor. Sound corporate governance STRATEGIC DIRECTION creates a solid foundation on which the The board sets Pepkor’s strategic direction and purpose, and delegates sustainability of the group is founded. It instils Individual contributions, collective results a culture that attracts and retains employees, to management responsibility for formulating strategy implementation ENHANCING VALUE CREATION Decisions and actions of the board embody fairness, responsibility, provides consumer confidence in the group’s in the short, medium and long term. THROUGH TECHNOLOGY accountability and transparency. By setting the tone at the top, the board brands, operations, products and services, and Successful implementation of The use of technology and the ensures that a culture of robust governance filters down through the provides all stakeholders with confidence, thereby strategy, as a key responsibility of implementation of systems and organisation. enhancing long-term growth in the company’s the board and management, is in infrastructure provide a competitive share price. the best interest of all stakeholders advantage and enhance efficiencies as it ensures superior operational across the group. The board is The board recognises that the ethical culture of the group has an enduring performance. mindful of the use of technology impact on the value creation process over time. With a substantial number and the increased exposure to risks Decisions and actions of the board and of retail stores in several countries, although primarily in southern Africa, it may bring. The board, through the executive management are underpinned by the group also acknowledges the need to add value to the communities in audit and risk committee, monitors Pepkor’s values and driven by the group’s which it operates through corporate responsibility initiatives. the ethical and responsible usage REPORTING TO STAKEHOLDERS of technology and information to ultimate purpose: To make a positive difference Pepkor’s decades-long history as a private company allowed the formation The board accepts its duty to present ensure the safety of any personal or in the lives of our customers. of its strong, customer-centric corporate culture. Pepkor’s values were a balanced and understandable sensitive information obtained. forged by employees, suppliers, customers and key stakeholders. The assessment of the group’s position board and the CEO, supported by his executive leadership team, are when reporting to stakeholders. responsible for upholding good corporate governance and safeguard the innate sense of ethics within Pepkor’s culture that is at heart of the company’s longevity. Listing on the JSE further strengthened Pepkor’s HUMAN RESOURCE MANAGEMENT The board’s response in a governance, since the board and executive management team have AND REMUNERATION prioritised the adoption and implementation of governance policies and ASSURANCE The board, through the human time of crisis – the COVID-19 pandemic practices to meet JSE Listings Requirements. The board acknowledges that it resources and remuneration In response to unpredictable and evolving circumstances brought cannot operate effectively without committee, sets the policy, direction on by the COVID-19 pandemic, the Pepkor board has adopted a Structures that ensure good governance confidence in the information and approach for remuneration. highly active oversight role to support management. The board placed before it. The audit and Pepkor’s values are underpinned by the governance has addressed a range of complex issues focused primarily on risk committee provides oversight the safety of our employees and on ensuring the survival of the framework set out in the board charter, the terms of of direct assurance services and company’s businesses, through necessary weekly, extraordinary reference of the committees of the board, the code functions, as delegated by the board, board meetings for the duration of lockdown level 5. Pepkor of ethics, as well as policies and procedures. to ensure the integrity of information GOVERNANCE BEYOND was able to address all issues in a manner that enabled the used in decision-making. COMPLIANCE group to face these challenges successfully as is outlined in The board leads by example, collectively instilling and nurturing a group While the board is unwavering in its this integrated report. culture rooted in the Pepkor code of ethics. The code reflects the core adherence to legislation and various principles of Pepkor’s philosophy and embodies the belief that ethical codes and standards, its commitment Challenges arising from the COVID-19 pandemic dominated the behaviour is good for business. The code is complemented by a number to good governance goes beyond board’s agenda from March until year-end and will continue to be of corporate compliance policies, which provide more detailed guidelines RISK MANAGEMENT compliance. relevant in the future. In this time, the board considered how best on specific issues. The group continuously embeds risk to protect the values on which the group has been built, despite the READ MORE management throughout its business unprecedented circumstances. Corporate governance report activities and decision-making READ MORE processes at all levels. Corporate social responsibility report: Group response to the COVID-19 pandemic p 9 30 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 31 UNDERSTANDING THE GROUP CONTINUED
BOARD OF DIRECTORS
GOVERNANCE STRUCTURE 1 / WENDY LUHABE (63) BCom INDEPENDENT NON-EXECUTIVE Chairman
Wendy was appointed as an independent non-executive director on 1 January 2019, and as chairman of the company on 1 December 2020. Wendy started her career in marketing 38 years ago and worked in the cosmetics and automotive sectors, which included working in Germany and the United States of America. She graduated with a BCom in 1981 and currently has a portfolio of interests that includes investments in education and infrastructure development. Wendy has been a pioneer in social entrepreneurship over the past 26 years and has been involved in human capital development, the economic empowerment of women, and mentorship of younger generations. She pioneered the founding of WIPHOLD, WPEF and, more recently, WINDE. Wendy is passionate about education, leadership, economic justice and mentorship. She has served as a non-executive director/chairman Active participation Board diversity of companies across diverse industries since 1992. She is a recipient of four honorary doctorates for her contribution to the empowerment of women in various sectors of the economy. Wendy was Black 3 White 7 the founding Chancellor of the University of Johannesburg. Wendy serves as chairman of Libstar Scheduled board meetings 4 Pepkor board of Holdings Limited and as non-executive director of Compagnie Financière Richemont SA. Female 2 Male 8 Extraordinary board meetings 9 directors • Member of the social and ethics committee • Member of the human resources and remuneration committee (appointed 20 November 2020)
2 / JOHANN CILLIERS (61) Independence BAcc (Cum laude), BAcc Hons, CA(SA) Company LEAD INDEPENDENT NON-EXECUTIVE DIRECTOR Independent non-executive directors 4 secretary Johann was appointed lead independent non-executive director of Pepkor on 29 May 2018, following Non-executive directors 4 his initial appointment to the Pepkor board on 18 August 2017. Johann completed his articles at Executive directors 2 PwC in 1988, following which he was appointed as financial director of Hicor Limited. In 1990, he joined Langeberg Foods Limited as group financial manager, serving on the board from 1991 to 1998 as financial director. In 1998, Johann joined PEP SA as director of operations and as an executive director. In 2004, he was appointed as an executive director of Pepkor Retail Limited and, until 2011, served on the group executive committee in various capacities. In 2011, he relinquished his executive role within the Pepkor group and was appointed as a non-executive director of Pepkor Holdings Proprietary Limited, which non-executive position he held until 2015. Johann currently manages various private investments. • Chairman of the audit and risk committee Human • Member of the nomination committee Social Audit and risk resources and Nomination and ethics committee remuneration committee committee committee
3 / LEON LOURENS (54) HND (Human Resources), BCom (Marketing) CHIEF EXECUTIVE OFFICER
Leon was appointed as group chief executive officer on 6 December 2017. He completed a Higher National Diploma in Human Resources in 1987, before attaining a BCom degree in Marketing (Unisa) in 1994. He joined PEP in 1990. In 2000, he joined the supermarket group Panda in the Middle East as head of operations before returning to PEP in 2002. He was appointed as operations director in 2004, and became managing director of PEP SA in 2011. In 2016, Leon was appointed as Group MD: Pepkor Africa and he became chief operating officer of Pepkor Holdings at its listing on 20 September 2017. He has more than 28 years’ experience in retail, primarily from store operations in the discount sector of the market. Leon serves as a director on a number of subsidiary boards in the Pepkor group. • Member of the social and ethics committee
Executive Independent non-executive Non-executive 32 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 33 UNDERSTANDING THE GROUP CONTINUED
BOARD OF DIRECTORS CONTINUED
4 / RIAAN HANEKOM (51) 7 / THEODORE DE KLERK (50) BAcc, BCom Hons (Acc), CA(SA) BCom (Hons), CTA, HDip (Tax), CFM CHIEF FINANCIAL OFFICER NON-EXECUTIVE DIRECTOR Riaan was appointed as group chief financial officer on 18 August 2017. He completed his articles Theodore was appointed as a non-executive director on 28 May 2019. He completed his articles with Ernst & Young in 1995, whereafter he spent six years with Shoprite as a financial manager. He with Ernst & Young and worked as a corporate tax consultant for four years. He joined Murray & joined Woolworths in 2001, and was the Woolworths retail operations group head of finance and Roberts as financial director of its marine construction operation. He spent five years with Gensec administration when he joined the Pepkor group in 2006, as commercial director of Shoe City. He Investment Bank as part of its corporate finance advisory unit, focusing on mergers and acquisitions, became the commercial director of Ackermans in 2008, and financial director of Ackermans in 2009. capital raisings and related structuring functions. In 2003, he joined Steinhoff, and in 2008 he was He was appointed as the group financial director of the Pepkor group in February 2016. Riaan serves appointed chief executive officer of the group’s southern African building materials division, a position as a director on a number of subsidiary boards in the Pepkor group. he held until 2015. He was appointed financial director of Steinhoff International Holdings N.V. on 1 September 2019. Theodore holds various directorships within the Steinhoff group and is also a director of the IEP Group.
5 / STEVE MÜLLER (59) 8 / LOUIS DU PREEZ (51) BAcc, BAcc (Hons), CA(SA), Sanlam EDP, IoD BCom, LLB INDEPENDENT NON-EXECUTIVE DIRECTOR NON-EXECUTIVE DIRECTOR
Steve was appointed as an independent non-executive director on 18 August 2017. Steve worked at Louis was appointed as a non-executive director on 24 January 2018. He qualified as an attorney KPMG until 1992, after which he worked as a senior manager at Rand Merchant Bank Limited until of the High Court of South Africa in 1997. Louis joined Jan S de Villiers and was appointed a 1994. In 1995, he joined Genbel Investments Limited, inter alia as an executive director of Gensec Bank partner of the firm in 1998. With the merger of Werksmans Attorneys in 2009, he became a Limited, heading the Investment Banking division from 1999 to 2004. From 2004 to 2008, he managed member of the national executive committee of the combined firm and served on that committee various structured equity funds for Sanlam Capital Markets. He has been appointed as a non-executive until early 2017. While practising as an attorney, he advised clients on a variety of corporate director on the boards of several companies. Steve was appointed as an independent non-executive and commercial matters. Louis served on the board of KAP Industrial Holdings Limited from director of KAP Industrial Holdings Limited in 2012. He has chaired or served on the audit and risk 1 October 2017 until 3 April 2019, as a non-executive director. He joined the Steinhoff group as committees and the human resources and remuneration committees of several companies over the general counsel in mid-2017, was appointed as the commercial director of Steinhoff International last 23 years. Holdings N.V. on 19 December 2017, and as chief executive officer of Steinhoff International • Chairman of the human resources and remuneration committee Holdings N.V. with effect from 1 January 2019 • Member of the audit and risk committee • Member of the human resources and remuneration committee • Member of the nomination committee
6 / FAGMEEDAH PETERSEN-COOK (45) BBusSc (Act.Sc.), FIFoA, FASSA, PGDip (MgtPrac), CD(SA), IoDSA (Cert.Dir.) 9 / JAYENDRA NAIDOO (60) BProc INDEPENDENT NON-EXECUTIVE DIRECTOR NON-EXECUTIVE DIRECTOR Fagmeedah was appointed as an independent non-executive director on 16 April 2018. Fagmeedah Jayendra was appointed as chairman on 18 August 2017, and fulfilled this role until 30 November 2020. is an actuary with 24 years’ technical experience in the financial services sector. Until 2016, she Jayendra is a non-executive director of the company. As a full-time trade unionist in his youth, he was the chief investment officer at the Eskom Pension and Provident Fund (EPPF), where she played a significant role in the negotiation of the National Peace Accord in 1991, as well as in the was responsible for the investment of R120 billion. Fagmeedah was appointed to the board of establishment of a network of peace committees throughout South Africa. In 1995, he was appointed the Government Employees Pension Fund (GEPF) to bring her expertise to the oversight of the the first executive director of NEDLAC, serving until 1998. In 2000, he co-founded the J&J Group and investment activity of the PIC. In 2012, she was appointed as member of the board of Telkom, where he is the founder of the Lancaster Group. Jayendra has served on several committees and boards, she chaired the investment committee while she was the acting CIO of the Eskom Pension Fund. including the board of Pepkor Holdings Proprietary Limited as a non-executive director between She is an independent director of Absa Financial Services, chairs the investment committee of the 2003 and 2011. In 1997, Jayendra was nominated by the World Economic Forum as a Global Absa Pension Fund, and also serves as chairman of the Bankmed audit committee. As an actuary, Leader of Tomorrow. Jayendra notified the board of his resignation as non-executive director on Fagmeedah brings enterprise risk management skills and multigenerational planning techniques 20 January 2021 which is effective on 1 February 2021. to the boardroom. She strongly believes in sustainability and was instrumental in developing the framework for the implementation of the UN PRI at both the GEPF and the EPPF, and now champions • Chairman of the nomination committee ESG principles at the various companies where she is involved. Fagmeedah is the FSCA-designated • Member of the human resources and remuneration committee insurance director for the group. • Chairman of the social and ethics committee • Member of the audit and risk committee 10 / JACOB WIESE (40) BA (US), MA International Economics & Management (Università Commerciale Luigi Bocconi, Italy), LLB (UCT) NON-EXECUTIVE DIRECTOR
Jacob was appointed as a non-executive director on 18 August 2017. After completing his LLB at UCT in 2008 and his pupillage at the Cape Bar, Jacob was admitted as an advocate of the High Court of South Africa in 2009. He joined the investment committee of the Titan Group in 2010. Jacob is an independent non-executive director of Fairvest Property Holdings Limited and serves on the boards Executive Independent non-executive Non-executive as an alternate or non-executive director of various publicly listed companies, which include Shoprite Holdings, Invicta Holdings and Tradehold. Jacob is also extensively involved in the management of Lourensford Wine Estate. Jacob notified the board on 18 December 2020 that he will not make himself available for re-election and will therefore retire from the board on 10 March 2021. 34 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 35 UNDERSTANDING THE GROUP CONTINUED
HOW WE REWARD The group’s remuneration philosophy seeks to serve stakeholder interests by supporting sustainable growth.
We aim to attract, motivate and retain key and critical talent through: OUR POLICY AND PHILOSOPHY:
Our remuneration policy originate from our purpose to make a positive difference in the lives GUARANTEED PAY AND BENEFITS SHORT-TERM INCENTIVES LONG-TERM INCENTIVES and philosophy of our customers; Remuneration is governed by the Pepkor board, with the human resources and seek to serve shareholder interests by supporting sustainable growth; remuneration committee (Remcom) How we rewarded mandated to oversee that the group are reviewed once a year by the Remcom; and Executive directors – Non-executive directors – remunerates employees fairly, responsibly guaranteed pay in FY20 Total single figure remuneration fees paid and transparently, in a manner that promotes are adopted by each operating division, which has its own the achievement of strategic objectives and Salary benchmarking is based on two reputable remuneration committee and policies, reflecting our decentralised ota pai m ota pai m positive outcomes. salary surveys in South Africa. The Pepkor group operating structure. utilises the services of REMchannel (previously 99.0 The group remuneration policy and PwC) and PE Corporate Services (Willis Towers philosophy are designed to achieve this, and Watson). 7 its effectiveness is reviewed annually by the How our remuneration policy and philosophy 6 Remcom. The Remcom is satisfied that the support value creation remuneration policy achieved its primary Salary increases awarded in 2020 and applicable to objectives in FY20. FY21 include: CEO guaranteed package increased 0% Divisional remuneration policies collectively make up the group’s remuneration policy and WHEN OUR CFO guaranteed package increased 3% are required to conform to and fit within a fair PEOPLE GROW Pepkor executive management guaranteed and approved remuneration policy framework. package increased 1.6% on average General increase for operational, logistics philo 19 2019 and sop y hy and administrative support staff increased Shareholder engagement lic s o u between 0.0% and 4.5% p p Pepkor continued its engagement with p n o o shareholders on the topic of remuneration i r t t
a v r and we have made progress on our journey to a
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THE COVID-19 PANDEMIC a
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i At Pepkor’s third annual general meeting held u
o FOCUS AREAS IN FY21
O n THEIR on 11 March 2020, the group’s remuneration OUR GROUP BUSINESSES During the national lockdown, policy and implementation report were tabled GROWS Pepkor aimed to remunerate all employees GROW The Remcom has identified the following areas that will be for non-binding advisory shareholder votes, in operations and support functions by using considered in FY21 to ensure alignment and compliance: with the following results: different measures and relief options. The Continue to look for mutually beneficial opportunities with Remcom assessed the current remuneration regard to remuneration and benefits across the group and policy to ensure that it remains effective leverage the scale of the group. in motivating employees to drive the right 92.61% 90.15% Drive greater standardisation with regard to STI structures performance in the current operating voted in voted in across the group and continue to align the grading system. favour of the favour of the We aim to position ourselves in the market to ensure we attract, environment to protect, sustain and grow remuneration implementation motivate and retain key and critical talent. We achieve this Monitor the application of equal pay for work of equal performance of the group. As a result, changes policy report by applying appropriate remuneration structures across all value to ensure equity is maintained within Pepkor and were made to the incentives. These are described employee levels, as well as within our various group-level entities, how this speaks to fair and responsible remuneration for in more detail in the remuneration report. executive directors and the executive team compared to READ MORE ensuring that the correct balance between guaranteed pay, and READ MORE short- and long-term incentives is achieved. employee remuneration. Remuneration report 36 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 37
GROUP PERFORMANCE Affordability. We make our products and services as affordable as possible. IN THIS SECTION
Market share grew as the need for products and services at affordable prices became important to consumers.
Omnichannel is a focus area for growth.
Flash transformed into a full tech company with a mission to create new transaction economies.
ASHLEIGH HENDRICKS, Ackermans customer ‘I shop for my little brother and my daughter. She is now two years old. This is the only place where I can get the quality I want at this price, especially with kids growing so fast.’ 38 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 39 GROUP PERFORMANCE CONTINUED
CHIEF FINANCIAL OFFICER’S REPORT The group successfully navigated the COVID-19 Results from continuing operations Revenue T e i Despite having lost approximately R5.0 billion in revenue pandemic from a financial a a through the COVID-19 trading restrictions, the group managed perspective, as the to achieve positive revenue growth for the year, which is an outstanding result. Group revenue increased by 3.6% to r it resilience of our business R63.7 billion compared to R61.5 billion in the prior financial model was tested. The year year ended 30 September 2019 (FY19). The group generates 85% of its sales in cash, with lay-bys under review highlighted the contributing 8% to total sales. Credit remains a small enabler importance of balance sheet of sales, contributing 7% to the total sales mix. Type of Credit sales efficiency and flexibility, and Segment/business credit offered contribution Clothing and general the group closed the year merchandise 7% e en e en e c n i i n PEP None 0% c n in in e i n in a substantially stronger Ackermans Revolving credit 17% Clothing and general merchandise PEP Africa None 0% rnit r a lianc position than a year ago. Speciality Revolving credit 10% an l ctronic Pepkor’s balance JD Group 13% sheet was The comparability of Pepkor’s statutory results Furniture division Instalment sales 20% in c Consumer electronics substantially is inhibited by the implementation of IFRS 16. and appliances division Instalment sales 5% strengthened To provide a meaningful assessment of group performance, the commentary that follows Pepkor 7% during the year. excludes the impact of the adoption of IFRS 16. Note: Capfin is not a sales enabler and is therefore not included above. The clothing and general merchandise segment reported an increase in revenue of 1.4% to R45.6 billion for the year. This hin n Adoption of IFRS 16: Leases ene e ch n i e includes revenue growth of 12.1% during the fourth quarter, The group adopted IFRS 16: Leases (IFRS 16) on 1 October 2019, recovering from a 15.9% decline reported during the third P P an using the modified retrospective approach with no restatement c rman cialit quarter. of the prior year’s reported results. This had a material impact on the group’s statutory results for the current year, reducing headline The furniture, appliances and electronics segment reported earnings from continuing operations by R452 million and headline revenue growth of 1.4% to R9.5 billion for the year. P P frica earnings per share from continuing operations by 17%, or 12.8 cents. Merchandise sales for the year decreased by 0.4%, with a decrease of 1.6% in like-for-like sales. Leases were capitalised on 1 October 2019, resulting in the recognition of a right-of-use asset of R10.8 billion and a lease liability The FinTech segment reported revenue growth of 20.4% to of R15.1 billion at 30 September 2020. The right-of-use asset was R8.6 billion for the year. READ MORE impaired by R235 million during the year. Refer to the annual financial Audited annual financial statements statements for further details. 40 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 41 GROUP PERFORMANCE CONTINUED
i e e e en m
CHIEF FINANCIAL OFFICER’S REPORT CONTINUED Gross margins Net finance costs and net debt Gross profit margins reduced to 35.3% from 36.4% due to Net finance costs reduced by 13.3% to R1.4 billion due to a shift in product mix with a higher contribution of financial lower debt levels and interest rate reductions. 2 6 services and cellular products. Markdowns were maintained on a like-for-like basis with better than expected sales Taxation performance, while store closures resulted in liquidation of Pepkor’s effective tax rate for the year was significantly inventory. A disciplined approach to maintaining consistent impacted by the impairment of goodwill and intangibles, 6 inflow margins on clothing, footwear and homeware which are not tax deductible. merchandise across the majority of Pepkor businesses underpins long-term stability in the group’s gross margins. Earnings Other income Earnings were impacted by the impairment of goodwill 19 1 20 19 1 20 19 1 20 Other income reduced by 17.1% to R735 million, primarily as and intangible assets of R4.8 billion. The impairment is a * Six months ended 31 March 2020. a result of external loan distribution fees that are no longer result of constrained future growth expectations in PEP earned since the establishment of the Capfin internally funded Africa, Shoe City, Tekkie Town and Incredible Connection, The Tenacity credit book reduced to R3.0 billion; the Connect credit book to R1.6 billion; and the Capfin credit book to credit book. Commissions earned on bill payments and money in addition to an increase in the weighted average cost of R1.9 billion at 30 September 2020. transfers initially suffered as a result of stores not being able to capital. This resulted in a loss per share of 62.5 cents, while trade during the lockdown period and fewer customers visiting headline earnings per share reduced by 21.0% to 75.4 cents. Net debt Company. Pepkor’s building materials reporting segment, stores. Positive signs of recovery have since been reported. The impairment is excluded from headline earnings from in its entirety, is therefore classified as a discontinued continuing operations, as prescribed by Circular 1/2019 – The group reduced net debt from R14.1 billion at operation in the group’s 2020 financial results. Completion Operating costs Headline Earnings as issued by the South African Institute of 31 March 2020 to R7.1 billion at 30 September 2020 of the transaction is subject to approval by the Competition Chartered Accountants (SAICA). (excluding the adoption of IFRS 16). Operating costs, excluding debtors’ costs, increased by 3.4% Commission and is expected to be concluded during the first despite additional COVID-19-related expenses incurred to the This was facilitated by strong cash generation and good half of the 2021 financial year. value of R92 million. Cash generation credit book collections, in addition to the accelerated book- Cost savings of approximately R700 million compared to Cash generated by operations (excluding discontinued build completed in June 2020, which raised R1.9 billion and The Building Company reported a decline in sales of 12.6% budget were achieved, with savings on property rental and operations) amounted to R9.2 billion based on very strong resulted in the issue of 172.5 million new Pepkor shares on and a decrease in like-for-like sales of 11.3% for the year employment costs being the biggest contributors. The group trading, resulting in a cash conversion rate of 136%. 29 June 2020. due to the inactivity and contraction of the construction continues to operate at the lowest cost of doing business in industry as a result of the COVID-19 pandemic. Despite a very The debt reduction included the early settlement of the the market. Working capital challenging environment, the business achieved break-even. R1.5 billion bridge term loan facility and early settlement Debtors’ costs increased by 48.3% to R1.7 billion as a result The strong trading levels following the relaxation of lockdown of R4.0 billion of the total R6.0 billion preference share Discontinued operations further include PEP Africa’s of increased credit book provision levels and bad debts. measures in combination with reduced merchandise inflows funding that was due to mature in May 2022. The group’s operations in Zimbabwe following the decision in the prior A conservative approach was applied in credit book provision in anticipation of lower consumer demand levels resulted debt repayment profile benefited from the refinancing and levels in anticipation of a deterioration in the credit health of year to exit the country. The exit from Zimbabwe was in a reduction in inventory levels of 13.2% to R10.7 billion extension of R6.0 billion in debt, which is now repayable consumers, notwithstanding collection levels exceeding initial concluded on 30 September 2020. (excluding discontinued operations in both years). The or expiring in September 2023. Debt covenants have been expectations. Provision levels on the Tenacity credit book, unprecedented levels of inventory productivity and freshness amended to create sufficient headroom and enhanced which facilitates credit sales in Ackermans and Speciality, achieved as a result of this is not considered sustainable, Dividend were increased to 22% (FY19: 17%), while provision levels on flexibility going forward. The contractual net debt-to-EBITDA although it provided many learnings to merchandising teams. As communicated during the group’s interim results published the Connect credit book, which facilitates sales in the ratio of 1.02 times and interest cover ratio of 5.38 times JD Group, increased to 42% (FY19: 33%). Provision levels on remain well within funding covenants. on 27 May 2020, no dividend was declared, based on Capital expenditure heightened levels of prudence applied by the board and the the Capfin unsecured lending credit book were increased to Pepkor was successful in the launch of its R10 billion DMTN focus on liquidity preservation and allocation of resources. 26% (FY19: 15%). Capital expenditure in continuing operations reduced by programme in March 2020. The group raised R1 billion 23.5% from the prior year to R1.3 billion in the current year. in three- and five-year bonds issued on 10 March 2020 at This excludes land purchased in Hammarsdale for the favourable interest rates. The proceeds were used to reduce Outlook Operating profit development of a new PEP distribution centre. The land debt and diversify its sources of funding. The Pepkor group faces FY21 with a substantially will be sold to an external developer for development of the Operating profit (before capital items) decreased by 18.4% to strengthened financial position and capital structure. This will distribution centre. It is expected that capital expenditure On 27 November 2020, Moody’s affirmed Pepkor’s Ba3 global R5.3 billion. support performance in a potentially constrained operating in FY21 will be similar, as capital allocation continues to be scale long-term rating and repositioned the national scale environment. The group’s focus on providing value to The clothing and general merchandise segment contributed deployed where returns are maximised. long-term rating assigned to Pepkor to A2.za from A3.za. This customers will further support performance. more than 97% to the group’s operating profit in FY20 and reflects an improved national scale credit rating. decreased by 15.6% to R5.2 billion, impacted by lost sales and The group’s conservative approach to consumer credit increased debtors’ costs. resulted in reduced credit granting early in FY20 and was Appreciation further curtailed at the onset of COVID-19. This, in addition to An operating loss of R301 million was reported by the furniture, I would like to thank the Pepkor executive team and board for good post-lockdown collections, resulted in a total reduction appliances and electronics segment and was impacted by their commitment and continued support. of R1.1 billion in the gross size of all credit books since increased debtors’ costs. Discontinued operations 31 March 2020. The FinTech segment operating profit decreased by 5.6% to As announced on 4 August 2020 via SENS, the group’s R455 million and was impacted by higher debtors’ costs levels portfolio strategy and intention to increase focus on its core RIAAN HANEKOM in the Capfin unsecured lending business. business resulted in the decision to dispose of The Building Chief financial officer 42 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 43 GROUP PERFORMANCE CONTINUED
OUR BUSINESSES
FOUR OPERATIONAL SEGMENTS Our retail brands serve customers in the discount, value and specialist value retail SUPPORTED BY GROUP SERVICES market, which includes the vast majority of the southern African population.
CLOTHING AND GENERAL FURNITURE, APPLIANCES Discontinued MERCHANDISE AND ELECTRONICS FINTECH BUILDING MATERIALS operations
This segment provides clothing, footwear and This segment comprises the JD Group and Abacus This segment includes businesses that provide The Building Company (TBCo) comprises this homeware (CFH) products, fast-moving consumer businesses. The JD Group includes six household virtual products and services to customers in segment. The business operates across three speciality goods (FMCG), cellular and financial the informal sector through digital technology to furniture, appliances and electronics retail brands. divisions, which include more than 10 established services. Retail brands include PEP, PEP Africa and Connect Financial Solutions provides credit through make their lives easier. In many instances, these and well-known brands that provide and distribute Ackermans, Shoe City, Dunns, Tekkie Town, instalment sale receivables. Retail brands include businesses leverage other Pepkor retail channels, products for the building industry. Brands include John Craig, Refinery, S.P.C.C and CODE. Russells, Bradlows, Rochester, Sleepmasters, including the store footprint, but do not enable sales in any of the Pepkor retail brands. Flash and BUCO, Timbercity, Chipbase, MacNeil, Cachet, Tenacity Financial Services supports the Incredible Connection and HiFi Corp. Capfin are included in this segment. Citiwood, Brands4Africa, Buchel, W&B Hardware, Ackermans and Pepkor Speciality retail brands Abacus provides insurance products via its Bildware, B-One, Tiletoria and Floors Direct. through revolving credit offered to customers. subsidiaries to customers of the JD Group and other Pepkor Group Services, which includes the group businesses. corporate office, forms part of this reporting segment.
n i i n e n i i n e n i i n e n i i n e
R5.2 billion R301 million R455 million Break-even achieved Operating Operating Operating profit loss profit
e e e pe a g p e e e e e e pe a g p e e e
35 900 employees 5 700 employees 1 500 employees 5 500 employees
4 486 stores 879 stores 194 000 Flash traders 115 stores
10 countries 4 countries 5 countries (Flash) 2 countries
PEPKOR Group Services manages all the functions that support the brands and other operational businesses. Centralising many of these services and regulatory functions allows us to use GROUP our economies of scale to save costs and improve efficiencies, providing a holistic group SERVICES approach to group compliance and applying best practice.
1 Before capital items. 44 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 45 GROUP PERFORMANCE CONTINUED
CLOTHING AND GENERAL MERCHANDISE: PEP PEP IN NUMBERS
PEP’S PROXIMITY TO 16 500 employees
CUSTOMERS SUPPORTED SALES 5 countries
OUR PEP BRANDS The updated PEP brand was rolled out to the first new store under the new branding, which opened in Paarl on 1 October 2020. 5 distribution centres* Proximity to customers: PEP understands that not all customers have access to stores, the means to afford transport or e-commerce. PEP remains invested in its 2 384 stores Introduction extensive store footprint, bringing its wide range of products and additional services closer to our customers. PEP’s customers are remarkable people who, on a very small * Delivery from DCs to stores forms part of the Pepkor Logistics service through budget, make it possible for their families to live with dignity Performance overview 18 distribution hubs. and pride. PEP is positioned in the discount market segment PEP’s success during the year can be attributed to its defensive to serve consumers predominantly in the lower- to mid-Socio- market positioning and being a trusted brand to provide the Economic Measure (SEM) clusters. These clusters are sensitive e lowest possible prices to customers on basic and essential to increased living costs, which negatively impact their spending P P P Pc ll products and services. Price leadership was maintained with power. PEP provides them with non-discretionary, everyday BPL of 97%, in addition to a positive price differential of 28% products and services to make their lives easier. compared to other retailers. Products and services The national lockdown and closure of stores resulted in P P om Clothing, footwear and homeware products, cellular and airtime pent-up demand from customers, driving very strong sales products, fast-moving consumer goods, pay‑TV decoders and a performance once stores reopened. While customers benefited range of value-added services, including selected bill payments from government support in the form of COVID-19-related al (such as DStv), Flash tokens, 1ForYou vouchers, cross‑border and SASSA grants, it is expected that consumer affordability will local money transfers, PAXI parcel delivery service, cash-backs, come under strain as unemployment increases. Customers Capfin loan applications, and funeral insurance. are expected to reprioritise their spending, and PEP achieved significant market share gains during the second half of the financial year. Strategy and approach F c i ni PEP’s purpose is to make it possible for its customers to look and The store footprint increased to 2 384 stores with 83 new store a i i feel good. It provides them with products and services they can openings during the year. PEP’s close proximity to customers an ntial om ar afford in stores that are close to where they live. This promise supported performance, as customers chose to shop closer to has positioned PEP as a trusted brand for 55 years. home and less frequently. This resulted in fewer transactions but increased basket sizes. Its performance is measured against its strategy of: oot ar Being the best price leader in its category: To provide PEP’s unique culture, Sikhula KunYe (growing together), customers with the ‘best products for less’ is a key underpinned the brand’s ability to respond to the COVID-19 performance indicator (KPI) and the whole business is centred pandemic and to continue driving its purpose. The PEP brand was lt ar around this customer value proposition. PEP maintains refreshed as part of a process started two years ago. The update product margins through operational efficiencies and passes is more than a logo update; it reflects the brand’s positioning as pricing benefits on to customers. Prices are benchmarked the discount leader which, over recent years, has shown its appeal periodically to ensure that BPL is maintained. to a wider customer base. The new brand identity will be applied to new stores with roll-out to existing stores over the next seven Providing the right assortment: PEP provides everyday years. The new brand includes a new store layout that is focused products and services that people need. Scale, years of retail on giving customers a better shopping experience, without experience and a deep understanding of its customers give changing the product or price leadership position. PEP the advantage to effectively source and sell the right PEP customers stay loyal to the brand because its 32460 - S20 - CF - WK 5 - SHARING SUMMER - RBUP 1 -CFALCF4161- v4.indd 1 2020/11/17 12:13 consistent ‘best products for less’ promise has not product at the right price. In responding to the COVID-19 pandemic, PEP worked closely changed since 1965. with its loyal supplier base to manage and reduce stock inflows in anticipation of lower levels of consumer demand. Stock orders 46 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 47 GROUP PERFORMANCE CONTINUED
In Cellular, smartphone volumes increased by 19.7% as a use of PAXI’s national footprint and cost effectiveness result of strong demand, while financial services transactions for their entrepreneurial enterprises. During the year, Corporate responsibility were impacted by store closures and fewer customers more than 130 000 parcels were distributed for SMEs. in store. The increase in handset sales is likely due to FMCG reported 9.7% sales growth through expansion customers’ need to be more connected as the overall effect of product ranges and private labels. of the COVID-19 pandemic has made people more reliant on Dealz, PEP’s discount variety greenfields venture technology. Although the majority of PEP’s customers might launched in 2016, experienced slow growth during the not fully participate in e-commerce, owning a smartphone year, as it continued to develop and test the retail model. gives them the ability to communicate and engage in social Good progress was made to establish and build the media, as well as browse for products and information online. brand and its value proposition, which extends across The PAXI parcel delivery initiative uses PEP’s scale and 17 stores. As a greenfields venture, Dealz has provided logistics infrastructure to collect and deliver parcels between several learning and developmental opportunities. stores, providing a much needed, affordable and convenient ‘We owe to it our loyal customers to keep listening to them and carefully changing in ways that always offer them the lowest prices service to customers. Performance surpassed expectations Outlook and convenience PEP is famous for, while ensuring that we provide a with the distribution of 1.9 million parcels during the year great shopping experience,’ said Jaap Hamman, CEO of PEP. Ntuthuko PEP remains conservative in its outlook over the Gwala, station manager of PEP’s radio station, Feelgood FM, from PEP for customers and SMEs, compared to 850 000 during the next year as it navigates the post-COVID-19 market Talk, interviewed Jaap live on air at the opening of the first new-look, previous year. The initiative successfully leverages the group’s PEP is proud to have a unique, inspiring and endearing new‑format PEP store in Paarl Mall. and the impact of this on its customers. The focus retail footprint, and the number of distribution points was of the business will include continuing to invest in company culture in the retail world that remains central expanded to more than 2 000 with the inclusion of Shoe City PEP Dynamos and being an employer of choice. PEP to how they do business, how they treat each other and were only cancelled where the production process had not started. stores. The PAXI service has also become a critical service customers and their needs remain critically important, guides how they behave. Sikhula KunYe, a Xhosa phrase In instances where products had already entered the production to support SMEs operating in local communities, that make and PEP’s focus will be to maintain BPL, improve that means ‘we are growing together’, creates a unique process, orders were delayed or postponed, as a large portion of customer satisfaction, and grow market share. environment of teamwork which fosters both business PEP’s product range consists of basic everyday items that are not and personal growth. Future growth drivers include retail footprint seasonal or dependent on trends. This provided both PEP and 130 000 expansion, albeit at more conservative rates; the suppliers the opportunity to mitigate risks during a period where It’s not every day that you win gold twice. PAXI parcels distributed for SMEs introduction of new product ranges; and investments production capacity and sales were severely restricted. PEP and PEPcell were awarded gold in the in systems and infrastructure to promote long-term Daily Sun 2020 Readers Choice Awards Strong performance in baby products was supported by scale and efficiencies. Retail stores and digital will for the categories of children’s clothing product quality and fabric improvements to meet customer be used to enhance communication and marketing More than and cellular. demand, while performance in back-to-school trading was 2 000 as a cost-effective and direct way to connect with impacted by extended school closures due to the COVID-19 customers. national PAXI distribution points 1 000 tonnes of post-consumer plastic waste was used pandemic. PEP plans to invest in the fit-out of a new 140 000 2m for plastic bag production distribution centre (DC) in Hammarsdale, which will be developed externally by 2024, to build capacity for All plastic bags already comply with government OPERATIONAL HIGHLIGHTS AND SUMMARY the next 15 years and improve delivery to stores and regulations for plastic bags set for 2028. overall efficiencies. PEP exceeded Clothing, footwear and homeware expectations and 9% growth in baby products gained market share PEPcell achieved good results and grew market share with increased category growth in smartphones, cell phone accessories 680 million products sold A record 1 million handsets sold in August 2020 Back-to-school, as a big seasonal sales drive, had a disappointing (including virtual airtime) FY20 season with lower than usual sales in January 2020 due to changes in school terms, and extended school closures due to the 314 million transactions COVID-19 pandemic (including virtual) Value-added services 1.3 million monthly money transfers PEP launched its brand 1.9 million PAXI parcels delivered during FY20 (FY19: 850 000) refresh in May 2020 and Extended PAXI reach to all Shoe City stores opened its first new-look Number of transactions suffered due to fewer customers in store 10 million cellular handsets sold The PEP and Ackermans DC location has the most prominent store on 1 October 2020 position on the N3 corridor between Johannesburg and Durban, and is the biggest platform created in South Africa. 48 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 49 GROUP PERFORMANCE CONTINUED
CLOTHING AND GENERAL MERCHANDISE: ACKERMANS ACKERMANS IN NUMBERS
ACKERMANS HAS ACHIEVED 9 100 employees
RECORD MARKET SHARE 6 countries
OUR ACKERMANS BRANDS 3 distribution centres*
Introduction stores Ackermans brings ‘value to life’, offering its customers value 861 with a wide range of clothing, footwear and value-added services. Ackermans strives to be the number one retailer * Delivery from DCs to stores forms part of the Pepkor Logistics service through for women with children in their lives and has aggressively 18 distribution hubs. focused on growing its market share in babies’ and children’s products. Its strategy focuses on its employees, e customers and communities with its culture exemplified c rman c rman through its CRISP (Courage, Respect, Integrity, Simplicity and oman Performance) values. Products and services c rman These include clothing, footwear, cellular and value-added onn ct services, as well as cellular and financial services (such as insurance, personal loans, bill payments and money transfers). Strategy and approach Ackermans is a people-centred business that aims to equip its employees with knowledge and the tools needed to deliver on e c i ni Babies’ and kids’ wear comprise 69% of apparel products sold with the Ackermans strategy. Ackermans’ employees have proved character clothing being particularly popular. Ackermans continued to a i i to be agile and adaptable, and its strong culture is testament grow market share in these product categories. an ntial lt ar to its continued growth in market share over the last number of years, notwithstanding the COVID-19 pandemic. Performance review Externally, Ackermans focuses on its customers and their oot ar Customers are seeking more value at affordable prices as communities. It provides customers with a value proposition disposable income has come under pressure in recent years. of price, assortment, quality, service and fashion that is This was exacerbated by the COVID-19 pandemic. What set affordable, on-trend and relevant. Ackermans has given back Ackermans apart in this time was its employees’ knowledge to its customers and the communities in which it operates and skills, agility, and their commitment to deal with the through the Ububele programme for many years. Ackermans challenges of the pandemic, ensuring that the business strongly believes that bringing employees, customers and the continued as normally as possible. community together, as part of its business strategy, adds Ackermans customers, known as Siyamazi (‘we value to their lives and their support and loyalty to the brand. With more people looking for affordable, alternative options know her’) are mainly women with kids in their lives. Ackermans is proud that it served and added value to the in basic product categories, Ackermans has focused on its lives of more than 59 million Siyamazis this year. employees and customers, safeguarding its key stakeholders and operations. 50 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 51 GROUP PERFORMANCE CONTINUED
OPERATIONAL HIGHLIGHTS AND SUMMARY Customer shopping behaviour changed, and customers Corporate responsibility shopped less frequently, while basket sizes increased in value. Shopping malls had a decline in sales, as customers Opened 62 new stores across chose to shop closer to home, choosing to support smaller different formats, including shopping centres and nodes. 4 Ackermans Connect stores Despite the negative market conditions and a constrained operating environment, Ackermans gained significant Served more than 59 million market share during the year under review. This was evident in the Kids’ product category, which achieved record sales customers levels after the lockdown restrictions were lifted. Cellular performed well based on increased demand as customers’ More than 179 million units lifestyles changed to include home entertainment and to stay in clothing, footwear and connected during and after the COVID-19 lockdown. essentials sold Although planned store openings for the year were reduced due to the uncertainty created by the COVID-19 pandemic, At the onset of the COVID-19 lockdown level 5, baby 2.3 million cell phone the retail store base increased by 55 stores to 861 stores at products to the value of R111 482 were donated to 30 September 2020. Gift of the Givers, who packaged the products into handsets sold hampers and distributed it to hospital wards and Credit sales contribution decreased to 17% from 19% in the clinics. Products included toiletry essentials, wash prior year as credit granting was curtailed in anticipation of All key big volume product categories exceeded The denim category is a big focus area and saw good market share cloths, nappies, blankets and winter clothing. plan on sales and margin post level 5 of the weaker consumer credit health. Contribution from lay-bys growth during the year. lockdown amounted to 17% with record fulfilment levels (exceeding Winner of the Ask Afrika Icon Brands Survey 80%) achieved. Ackermans outperformed the women’s apparel market. The biannual engagement survey result was as Best Retailer in Children’s Wear for the The Ackermans Woman stores have proved to be a the highest ever with 80% of employees eighth consecutive year. participating successful addition to the brand with all 26 stores being profitable. Performance was supported by visual merchandise improvements, the drive to grow the denim and footwear product categories, and its exclusive A. List product range. The Ackermans Woman concept appeals to both legacy e i and new customers, leveraging the Ackermans brand equity. a Key learnings from stand-alone Ackermans Woman formats r it are introduced in the women’s departments in conventional Leveraging the trade partnership with the Character Ackermans stores with great success. Group, Ackermans pledged R1 from the sale of every character face cover to support and assist with the In 2019, Ackermans launched click-and-collect in selected reopening of 105 early childhood development centres. a product categories in certain stores. Its focus has been to build internal capability for further roll-out in future. R12.8 million in product donations were made during the year Outlook The business will continue to focus on its customer value proposition to deliver results by providing exceptional value During lockdown, we launched to women with kids in their lives. the ‘Faces of change’ campaign that celebrated It has taken a conservative approach towards its growth women who actively made a strategy for the next financial year, with a reduction in the difference in their communities. number of store openings. Efforts continue to be focused on The campaign gave customers growing the women’s offering through Ackermans Woman. the opportunity to nominate Online and digital represent additional growth areas and heroes like Mymoena Scholtz, Ackermans plans to fast-track development of its click- pioneer and leader of Where and-collect capability to leverage its bricks-and-mortar Rainbows Meet Development infrastructure. Local sourcing opportunities will also be Foundation. Ackermans Woman stores have proved to be a successful addition to the explored to grow local sourcing opportunities to bolster rapid brand with more stores to open in future. response, especially in the women’s product categories. 52 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 53 GROUP PERFORMANCE CONTINUED
CLOTHING AND GENERAL MERCHANDISE: PEP AFRICA NIGERIA’S emerging market is the largest economy in Africa and is expanding into the manufacturing, financial services, PEP AFRICA IN NUMBERS communications, technology and entertainment sectors. Despite this ‘growth’, the country faces significant challenges with the collapse in oil prices coupled with the impact of the PEP AFRICA CONTINUES COVID-19 pandemic. New import permit legislation added 2 300 employees pressure to the supply chain and the outlook for Nigeria is to maintain the business at current levels for the short to medium term. Long-term growth will be planned through TO CONSOLIDATE expansion into smaller towns, where there is an opportunity 6 countries to build quicker brand recognition through PEP’s formal retail value proposition. The retail store base was reduced to 46, with the closure of five stores. 6 distribution centres MALAWI is one of the poorest countries in the world and is distribution hub dependent on agriculture, which employs the vast majority 1 Strategy and approach the PEP Africa model remains robust and sustainable, the of the population. Although Malawi is PEP Africa’s smallest business had no option but to curtail costs and complete market with 17 stores, it is the best performing market in PEP Africa was born out of PEP’s culture and way of a restructuring process during the year. The exit from terms of profitability and cost of doing business. Conservative 301 stores doing business in South Africa, following the same Zimbabwe was announced last year and was completed on expansion is planned over the next three years. strategic approach and offering the same customer 30 September 2020. value proposition. Country-specific nuances make UGANDA was entered in 2016 and it served as a strategic platform to enter the East African market with plans to expand trading in each African country unique and it is therefore ZAMBIA is one of the fastest growing economies in Africa e e c n managed by a separate management team. Customers and is mostly driven by copper and agriculture. It is one of the and scale operations. These plans have not proved to be n ola am ia know they can find quality new products and consistency most urbanised countries in sub-Saharan Africa with about feasible, taking the current and future operating environment in size and ranges, as well as the added benefit of good half the population living in larger towns or cities. This is PEP into consideration, and the decision was made to close down customer service and a money-back guarantee. Africa’s largest African operation and is fairly stable with good operations by the end of 2020. prospects, although high currency depreciation is a concern. an a Similar to PEP in South Africa, PEP Africa is positioned Outlook in the discount segment of the CFH markets. While The retail store base increased by one store on a net basis to stronger informal markets with focus on second-hand 82. This included four new store openings and three closures. PEP Africa remains committed to its current markets and will ala i clothing exist in many of its operating countries, PEP Performance is impacted by a significant component of the support its existing operations, providing the best formal retail o am i Africa’s positioning is the cheapest formal retail option. cost base, which is linked to the US dollar. This remains an experience to customers. Each country of operation must be profitable in its own right before any further expansion Apparel and footwear are the largest product categories ongoing focus. i ria followed by cellular. Babies’ and kids’ products dominate will be considered. In the short term, PEP Africa will focus ANGOLA remains heavily influenced by high currency sales, as the informal market does not cater for these on consolidating its retail footprint through closure of depreciation and economic volatility. With the local items. unprofitable stores. Minimising the cost of doing business currency depreciating by more than 50% in FY20, product is imperative and dollar-based property rentals are being Products and services price increases were necessary and resulted in reduced reviewed and renegotiated. F c i ni volumes. The scale of operations in-country was reduced CFH products, cellular and airtime products, FMCG and Opportunities to collaborate further with the PEP South a i to compensate for lower volumes and performance was i an African operations will be explored in areas such as product a range of value-added services, including cashbacks, supported by strong growth in the cellular product category ntial oot ar electricity and cellular airtime, cross-border and local sourcing and optimisation of the supply chain. following the successful award of a cellular licence in the money transfers, selected bill payments (such as previous year. The retail store base in Angola reduced to 85 pay‑TV). and included five store closures. OPERATIONAL HIGHLIGHTS AND SUMMARY lt ar Performance overview MOZAMBIQUE is highly dependent on tourism and mining, Customers in Africa have limited buying power and most of its population lives in rural areas. It has also Group revenue contribution: 3% and economic growth is largely dependent on the seen an economic slowdown due to the negative impact om ar performance of commodity prices. Constant volatility of cyclones Idai and Kenneth in 2019, which put additional Sales down by 16% in foreign exchange rates adds to the complexity of pressure on the country’s infrastructure. Despite additional Constant currency sales declined by 7% doing business in Africa, and the division reported mixed concerns around political issues reported during the year, results from each of its country operations. Most African operations remain stable. As an essential retailer, all stores and like-for-like sales decreased by 9.6%. economies have been placed under significant pressure continued trading during the COVID-19 state of emergency, Babies’ and kids’ products contribute more than by the COVID-19 pandemic. Different lockdown levels, but restrictions on the freedom of movement impacted 50% of CFH products sold rules and regulations applied to different countries, performance. The retail store base was reduced to 65 stores Cellular growth of 31% was driven by strong growth causing trade in general to deteriorate. To ensure that following the closure of two stores. in handset sales 54 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 55 GROUP PERFORMANCE CONTINUED
CLOTHING AND GENERAL MERCHANDISE: PEPKOR SPECIALITY PEPKOR SPECIALITY EXPANDING THE GROUP’S IN NUMBERS ADULT WEAR OFFERING 5 000 employees 5 countries OUR SPECIALITY BRANDS 5 distribution centres*
940 stores
Introduction Over the past year, Tekkie Town has enhanced their customer * Delivery from DCs to stores forms part of the Pepkor Logistics service through 18 distribution hubs. Pepkor Speciality (Speciality) represents a ‘world of value’ experience with a focus on service, an updated product offering and a new store layout. through a group of adult wear and branded businesses that are uniquely positioned to open up a high-value, on-trend e market to the group. It is the group’s incubator for smaller Performance overview businesses and innovation, with each brand having its own With the outbreak of the COVID-19 pandemic, Speciality i o n nn customer value proposition. By working together and sharing focused on cost savings and preserving cash. This resulted in services and infrastructure, they are able to accelerate growth the closure of 35 stores in aggregate across all retail brands. and gain efficiencies. Through Speciality, the group can Market share was successfully defended by most brands. o it launch, nurture and reposition brands for future growth. Speciality invested in key competencies during the year to enable growth in the adult apparel market. This included Products and services investments in e-commerce and the acquisition of S.P.C.C o n rai These include clothing and footwear products, cellular and and CODE. airtime. Tekkie Town is a branded footwear business, selling the fin r Strategy and approach most wanted and affordable branded footwear in southern Africa. Since the last reporting period, stock has been The Speciality brands are at different stages of maturity and reduced substantially to manageable levels, a customer value performance, facing different challenges and opportunities. proposition centred around ‘value’ has been adopted, and Speciality’s strength lies in its diversity, as it continues to build customers have responded well to this renewed offer. Tekkie a culture of collaboration between its brands and the group, Town grew their share of the market substantially, especially enabling learning and success. since the level 5 lockdown was lifted. Tekkie Town remains a Speciality’s diverse market positioning provides Pepkor preferred partner for international brands, providing expertise access to the adult wear market, in which it has a very low and access through its experience and extensive footprint in market share. This division focuses on adult wear for both the African market. men and women, within the value retail market segment with Shoe City lost market share as the business felt the impact branded and value product categories. of the COVID-19 lockdown rules, even after level 5 was lifted. The division’s overarching management focus is to empower Sales were under pressure, as it has a high exposure to Refinery rolled out its e-commerce platform in individual leadership teams by providing them with support shopping malls, and the work, formal and school shoe ranges August 2020. This new channel has increased the in retail direction, capital allocation and shared services, lost traction due to social restrictions and people working brand’s online presence. Social media impressions grew by 267% measured against the same nine-week period including finance, human resources, warehousing, technology, from home. There was also a store reduction during the year last year. planning and store development. The division leverages the that negatively impacted on like-for-like revenue numbers. scale of the group through Pepkor’s Group Services, such as Although Shoe City is under pressure at the moment, the property, transport, data and analytics, treasury, internal audit, group believes there is a place for a specialist shoe store tax, IT and sourcing. in the market. 56 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 57 GROUP PERFORMANCE CONTINUED
OPERATIONAL HIGHLIGHTS AND SUMMARY Corporate responsibility
Group revenue contribution: 7%
Strong sales performance post- Clothes to the value of lockdown driven by our ability R1 million were donated to provide attractive deals to to people in need. customers with fresh stock, Speciality’s biggest annual CSI contribution is welcoming stores and good through product donation. This year, instead of doing price points. markdowns on stock, Refinery donated winter puffer S.P.C.C headlined Africa’s first live digital fashion show for SA Menswear jackets that were due for sale during lockdown to Week. They were invited to showcase their SS20 range, along with 30 schools across the country, located in areas where E-commerce was successfully launched in limited edition custom-made pieces that were produced during the learners experience extreme poverty. August 2020 through Refinery, while Shoe City, lockdown. The range was showcased as a fully virtual experience, filmed Dunns and Tekkie Town followed post-year-end. and produced by SAMW, allowing fans to watch the full show via live stream from the safety of their homes amid the COVID-19 pandemic and Expenses were well controlled. lockdown restrictions. Dunns exceeded sales expectations with double- digit like-for-like sales growth after trade started S.P.C.C, an online menswear brand that also sells to again in May 2020, and returned to profitability. independent menswear stores and small retailers, was Shoe City was negatively impacted by lower acquired by Pepkor at the beginning of FY20. S.P.C.C brings demand for formal and school footwear. expertise in online capabilities that was leveraged for roll-out Tekkie Town’s performance was supported by CODE owns the production process for the majority of its assortment of the Refinery, Dunns, Shoe City and Tekkie Town online with all key production and procurement processes under one roof. It is aggressive markdowns. therefore agile enough to pull stock, repurpose, redesign and replenish stores. S.P.C.C performed well during the year and exceeded within two weeks – from concept to store. expectations. Refinery successfully launched an e-commerce platform. CODE, a menswear brand selling casual men’s clothing under John Craig’s performance was impacted by a shift the CODE brand, was acquired out of business rescue at the in consumer demand away from formal wear and end of FY20. It is an own-brand menswear business, focused Many employees from across the Pepkor group have the decision was made to dispose of the business. on value-oriented customers as an affordable branded done so much to help people in need during the menswear range in South Africa, that aligns with the strategy lockdown. Tekkie Town’s ‘bread lady’, Sibongile from S.P.C.C and CODE were acquired. of Speciality. Stores are small with high trading densities Johannesburg, started buying bread for the people in and are mostly located at major transportation hubs, making her street and soon got more Tekkie Town colleagues it easy for commuter customers to shop. The brand brings and friends involved: ‘The whole time I’ve been John Craig’s position in the market, focusing on branded expertise in their ability to replenish and introduce ranges wondering what I can do to help the community during smart and formal men’s clothing, does not leverage Pepkor’s in short turnaround times, as they source from suppliers the extension of lockdown. I heard how people have core capabilities, therefore the group will dispose of the in South Africa and the Southern African Development been struggling to get groceries ... So I thought bread, business. Community countries. The stores reopened in October 2020. it’s not much but it’ll go a long way.’ Dunns performed well. Although sales were down, it Outlook outperformed the market in its category by growing market share and increasing profits. Speciality will continue to focus on its niche market position and unique customer value propositions while it continues to Refinery had a good year, building on their success of the seek new business opportunities to enhance its current brand previous three seasons. It maintained good results despite and product portfolio. There is great opportunity in the adult the general downturn in retail and the impact of the COVID-19 wear market for smaller, more agile brands that can respond pandemic. Seven new stores were rolled out, and the to consumer trends more rapidly. development of the e-commerce platform was fast-tracked to provide customers with an online solution. This was The overarching strategic priority of Speciality remains to launched in August 2020, and initial uptake was very positive. empower its leadership to run their businesses while they are supported with capital, retail direction and group services. Its in‑stock position improved substantially on the back of 30 schools received a winter puffer jacket donation Shoe City introduced PAXI’s parcel delivery service to all its stores in improved sourcing. September 2020. This is a true example of group collaboration and It will continue its investment in online capabilities, from Refinery, supporting the matriculants from leveraging scale, infrastructure, systems and processes, as Shoe City, technology and systems to enable e-commerce. schools in high poverty areas. PEP, PAXI and Pepkor IT worked together on this roll-out. 58 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 59 GROUP PERFORMANCE CONTINUED
FURNITURE, APPLIANCES AND ELECTRONICS: JD GROUP JD in numbers JD GROUP IN NUMBERS
JD’S INVESTMENT IN 5 600 employees
Its strategy focuses on customer centricity, product OMNICHANNEL PAYS OFF leadership and operational efficiency. The business has countries taken an omnichannel retail approach, which leverages 4 existing infrastructure and operational capability to deliver a competitive online retail offering. Digital transformation IN A CHANGING RETAIL is particularly relevant to JD, since it believes that many distribution centres customer journeys start online, although, in many instances, 16 like furniture, it might still conclude in store. ENVIRONMENT JD’s long-term goals are to grow market share through its customer value proposition, to provide a world-class 879 stores omniretail experience and to continue enhancing its quality of OUR JD BRANDS earnings by being less reliant on credit. Significant progress Furniture has been made on these fronts over the past five years, largely as a result of JD’s complete restructuring of the e business and investment in systems and technology. ll ra lo
Consumer electronics and appliances Credit offering Performance review JD embarked on a turnaround strategy five years ago, oc t r which involved a substantial restructure of the business and consolidation of retail brands. Its positive contribution trajectory was unfortunately severely impacted this year by i i or the COVID-19 pandemic. Introduction Merchandise sales for the year decreased by 0.4%, with a ncr i l onn ction l ma t r The JD Group (JD) is a diversified retail and consumer finance decrease of 1.6% in like-for-like sales. Performance was business that gives value-conscious mass-market customers impacted by the prolonged COVID-19 lockdown period for in southern Africa the opportunity and means to create a most of JD’s trading categories. Strong sales growth was comfortable lifestyle. Its purpose is to assist people from seen across most of the retail brands in the fourth quarter, all walks of life by enabling them with the latest technology, as consumers upgraded their homes and technology and turning houses into homes with, quality, value-for-money requirements. Online sales, both in volume and value, grew c i e n e en e furniture, appliances and household goods – both in-store in excess of 100% with substantial growth during the fourth and online. This is facilitated with consumer credit solutions quarter. lianc an and insurance products through the group-owned finance and Notwithstanding a recovery in the collections rate subsequent l ctronic insurance companies. to the COVID-19 lockdown period, reduced debtors’ collections during lockdown necessitated an increase in rnit r Products and services the provision against the credit loan book and is a major These include furniture, homeware, beds, appliances, contributing factor to the division’s operating loss of electronics, technology assistance, credit and insurance. R301 million. Excluding the additional provisioning on the loan book in terms of IFRS 9, the operating loss for the year Strategy and approach amounts to approximately R90 million, which compares to The JD Group strives to be the leading lifestyle retailer in R167 million operating profit of the prior year before adoption southern Africa with brands that customers prefer, suppliers of IFRS 9. seek, employees are proud of, and that satisfy investor Due to an expected deterioration of the economy and the requirements. JD supports its product offerings with various impact thereof on the consumer, a more stringent credit payment options, superior customer care and after-sales granting policy was adopted, which impacted negatively on Sleepmasters offers a ‘120-night Sleep Happy Guarantee’ that allows customers to test their new mattress for up service. sales, especially in the furniture retail chains. The overall to 120 nights. JD credit sales mix for the 12-month period dropped to 60 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 61 GROUP PERFORMANCE CONTINUED
JD’s retail brands are predominantly positioned in the value FURNITURE, APPLIANCES AND ELECTRONICS: OPERATIONAL HIGHLIGHTS AND SUMMARY market. Durable products are inherently discretionary in Corporate responsibility nature and have higher prices – often requiring credit to ABACUS enable sales. Due to the general economic downturn, the Group revenue contribution: 15% uncertainty surrounding its long-term impact, and high levels JD complies strictly with all the various COVID-19 of unemployment, JD has taken a very conservative approach regulations relating to safety, preventative measures Consumer demand driven by technology upgrades, towards granting credit. Credit remains an important sales and workplace safety. work/school from home and consumers investing enabler and JD manages this centrally through its Connect in their homes consumer credit business. JD continues to invest in systems Online sales contribution nearly doubled to 7% in and technology to support its credit sales. This includes the appliances and electronics division in-store biometrics, DebiCheck debit order authentication, a 100 employees new call centre dialler with improved functionality, and data Credit sales mix reduced to 13% from 19% analytics to improve credit scoring and collection strategies. JD supports the Do More Foundation as a new initiative. Customers have the option to donate JD’s supply chain capabilities and national distribution R5 (or multiples thereof) towards this cause at Abacus Holdco Proprietary Limited (Abacus) was footprint are key differentiators that support our omnichannel 12.5% compared to 18.5% for the corresponding period. point of sale. In addition, seasonal initiatives are acquired on 1 December 2019. The Abacus product capabilities. However, the fourth quarter’s total credit mix was only 8.0% also supported, such as a shoebox gift drive over offering includes life and short-term insurance compared to 18.7% in the prior year. The strong sales growth Continued investment in systems and technology is intended the festive season. products provided to customers of the JD Group and was therefore mainly driven by cash and lay-by sales that to support the long-term growth of JD’s online platforms. other group businesses. increased the sales mix from 81.5% in the prior year to 87.5% JD supports the Rise Against Hunger initiative, This investment has already offered excellent returns in Abacus is driven to provide customers with pioneering in the current year. which funded and packed 52 000 meals during the short term since the COVID-19 pandemic made online insurance solutions that are simple, relevant and easy November 2020. The furniture retail chains underperformed the consumer purchases and home deliveries the preferred (or only) option to understand. We believe that all South Africans, from electronics and appliances chains as furniture retail had for customers. individuals to businesses, deserve to have access to JD supports the Santa Shoebox initiative. a prolonged lockdown period and was affected more by cover that suits their needs and is always there when Employees voluntarily put together shoeboxes filled the curtailing of credit granting as noted above. Incredible Outlook they need it. We provide terms and conditions that with essential items and treats for 805 children Connection and HiFi Corp were permitted to sell a limited The COVID-19 pandemic has put additional pressure on enlighten rather than confuse, and we constantly seek across nine charities. range of products through online channels from mid-April, and the non-discretionary product market. Consumer buying out innovative ways to deliver products that are priced stores reopened in May 2020. These chains, in particular, have behaviour has changed and customers are expected to Incredible Connection was awarded low but deliver surprising value. shown very good sales growth subsequent to the lockdown prioritise spending on necessities rather than durable the prestigious Microsoft Retail During the period under review, Abacus complied period, fuelled by technology upgrades, work/school from products, which will impact JD’s performance. Partner of the Year award for 2020. with applicable statutory capital and regulatory home and online purchase trends. Incredible Connection was requirements and applied a conservative approach awarded the prestigious Microsoft Retail Partner of the Year In response, JD will focus on growing the middle- to higher- to debtors’ provisioning. While the bulk of services award for 2020. end bedding market through Sleepmasters and online. A second priority will be to attract the youthful, urban are provided to the JD Group, Abacus continues to R250 000 product develop innovative products for other businesses consumer with the right product offerings through, in within the Pepkor group. particular, the more aspirational Rochester brand. Incredible donations Connection will continue to focus on being the preferred technology leader both in-store and online, while HiFi Corp will expand its value proposition to a broader and higher-income consumer by offering higher-end brands.
JD is well positioned to grow market share through its omnichannel offering and capability. The increased need for convenience through online shopping has inspired JD to look at innovative ways to serve its customers better, while also providing access to additional products, brands and categories not offered through its current retail channels.
This led to the formation of Everyshop – an online only store that will offer South African consumers an additional ‘one-stop’ shopping channel with a curated offering of the group’s existing product ranges, as well as many new
Incredible Connection’s Techxperts provide expert advice, as well as product categories and leading brands, in a unique, tailored assistance with installations, upgrades and technical repairs. Customers departmental shopping experience that can leverage the can get assistance in-store or on-site in their homes or offices. existing e-commerce, logistics and fulfilment capabilities. 62 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 63 GROUP PERFORMANCE CONTINUED
FINTECH: FLASH FLASH IN NUMBERS
CREATING AN OPEN 600 employees
ECOSYSTEM THAT ALLOWS South Africa, with services in the UK and Europe
EVERYONE TO TRANSACT 194 000 THROUGH TECHNOLOGY Flash traders
Introduction Zwelonakele Ntwa from Saldanha Bay, Cape Town has been a Flash trader since October 2018. Flash Group is a global fintech group dedicated to ‘making people’s lives easier’ for the communities it serves. It disrupts through innovative technology, bringing value-added services and payment access to a wide range of Products and services industries and their customers. Flash Group has expanded across South Africa, in addition to operations in the United Kingdom and Europe, effectively The Flash Group comprises four main divisions: integrating its payment API and products into formal retail outlets. This process has allowed us to partner with content providers and brands on a global scale. Flash provides access for customers to buy and pay for: The trader division focuses on the informal market and extends across 194 000 traders. With a high-volume transaction processing capability, its proprietary integration switch Airtime 1ForYou (products 1 safely processes millions of virtual transactions daily, providing a robust and reliable system Data ranging from Wi-Fi that connects customers, informal traders, virtual content and service partners. services to insurance Electricity and travel tickets) Water The cellular division comprises SIM distribution, as well as airtime and data procurement RICA DStv and distribution. SIM distribution operates across multiple channels within Flash and across SIM distribution 2 Lotto all four major South African networks. Airtime and data procurement and distribution Money transfers operates across traders, business to business (B2B), business partners and wholesale Gift cards (content and Bill payments markets. gaming)
The aggregation division onsells airtime and data alongside aggregating the Flash Strategy and approach 3 Group value-added service (VAS) suite into formal retail environments via our application Flash Group’s vision is for everyone to have access to essential programming interface (API). services in their communities, and to formalise the informal trading environment in a way that will benefit community entrepreneurs and their customers. Flash devices enable The consumer payments division develops technology to convert cash into an online traders to offer greater convenience to their customers, and balance, allowing customers greater payment access and participation in the online the commissions earned from transactions is shared between 4 economy, with access to a large and growing range of virtual products payable with one Flash and the traders. This keeps money in the communities single form of virtual currency (1ForYou). and provides opportunities for small businesses to prosper. Through this, Flash creates new transaction economies through an open ecosystem that provides partners with seamless multiple platform integration, allowing products to be delivered to market efficiently. 64 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 65 GROUP PERFORMANCE CONTINUED
Payment options to convert cash into online was achieved through the development and launch of 1ForYou to make Corporate responsibility the online economy more inclusive and accessible through a bankless payment and top-up solution. A 1ForYou application (app) was also developed.
1ForYou is the digital payment solution for cash customers in South Africa, digitising cash to make payments and top-up wallets. 1ForYou is the most accessible payments solution in South Africa and exists to bridge the gap between the online economy and the informal market. As a member of the Flash Group of companies, 1ForYou enjoys retail partnerships that ensure an enormous footprint and ease of access for our customers. Located in all Flash shops, PEP, Shoprite and Ackermans stores, among others, 1ForYou is available at leading retailers nationwide. During the COVID-19 pandemic, Flash, together with the DG Murray Trust, pioneered the CoCare Voucher Flash Group has strengthened its UK and European operations Programme. This programme uses electronic food through strategic partnerships, rolling out virtual products into vouchers as a delivery mechanism to food-insecure Flash has expanded and reimagined the wall mural, creating a rich, vibrant collection of characters to carry its message and cut through the clutter of the global retail and offering a comprehensive aggregation suite. households, negating the need for them to queue informal market. With dedicated painting teams supported by the Flash Field Team, traders’ stores are transformed, enhancing their appearance and their brand presence in the communities they serve. Flash’s new paint projects serve to bring the brand to life in a way that is visually pleasing and connects to the While these operations are small in the context of the Flash for food parcels. CoCare vouchers are sponsored authenticity of the people that make their business possible, Flash traders – Top Up Your Life. Group, it is seen as a strategic advantage to gain access to by various non-governmental organisations (NGOs), the European market and service provider network. such as the Bill and Melinda Gates Foundation, and Flash believes in true value exchange and long-term Outlook customers can also send food vouchers to people in OPERATIONAL HIGHLIGHTS AND SUMMARY partnerships that afford all parties maximal benefit. Having their communities. CoCare vouchers provide a safe and partnered with key service providers, retailers and brands, Flash will continue to grow the business, both in South Africa secure way for homes struggling with food security to and globally, while further investing in its technological Flash prides itself on its relationships and ability to leverage purchase food from a Flash trader in their community. capability. The short-term focus is to grow the product and 25% increase in virtual turnover technology that connects buyers and sellers. services basket offered within the Flash Group ecosystem, With enormous effort on the ground and through both 300 transactions per second Performance overview bringing the business and its offering into sharper focus for digital and traditional media, shops were branded, potential partners and customers alike. traders were educated, and voucher recipients could Flash performed well during FY20, increasing virtual turnover by redeem their CoCare vouchers. 4.5 million daily transactions more than 25%. Its informal market positioning gave it a trading advantage during the COVID-19 lockdown, as it was permitted Currently more than half of Eskom’s prepaid to trade as an essential service. During the national lockdown, electricity is sold through Flash devices customers increased their visits to local community shops and 13 600 CoCare food vouchers distributed Flash traders provided them with access to virtual essential per month services.
Flash traders form the largest informal retail network in Africa. The traders’ footprint has grown substantially over the past few years, with focus now shifted towards improving the quality of earnings from our trader base by increasing our service and product options.
The technology that supports the ecosystem and large volume of transactions is based on a single API that allows seamless Flash Group also continuously donates to Operation integration with any product. This means an entrepreneur can Smile, an NGO that provides free surgeries to youth sell any virtual product that is integrated into this API to their with cleft lips and cleft palates, and helps educate the customers. It also includes B2B payment capabilities like communities regarding care and the stigma associated traditional cash-on-delivery supplier payments, but without the with those conditions. They operate in underserved risk of high-value cash transactions. communities and provide life-changing interventions in the lives of those who need them most. The Cellular division reported strong growth in FY20. They have also made progress with their technological foundation To date, Flash Group has sponsored two surgical Flash traders form the largest informal retail network in Africa. to accommodate advances in performance. missions and funded over 44 surgical procedures. 66 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 67 GROUP PERFORMANCE CONTINUED
FINTECH: CAPFIN Research indicates that customers utilise Capfin loans for various reasons, including unforeseen expenses like funerals or CAPFIN IN NUMBERS car accidents, education, durable goods and regular household expenses in times of crisis. COMMITTED TO MANAGING Products and services 900 employees Capfin provides unsecured loans to customers with repayment periods varying between six and 12 months. The 24-month CREDIT RISK EFFECTIVELY lending product was discontinued in FY20 to reduce credit risk. 6 and 12-month Strategic approach loan products In 2018, Capfin embarked on a brand repositioning strategy to build the Capfin brand and drive customer uptake through its new digital channels to diversify its traditional target market ic i n ch nne and appeal to a broader range of customers. Performance overview Introduction Capfin’s internally funded credit book increased to its peak of OPERATIONAL HIGHLIGHTS AND SUMMARY Capfin was founded in 2010, with a vision to provide R2.6 billion (gross) in March 2020. The onset of the COVID-19 customers with affordable loan products and services. pandemic has resulted in increased credit risk and a significant Capfin transformed from a business process operator reduction in credit granting. As a result of curtailed credit 219 000 accounts providing loan services to an external funder, to an granting, approval rates dropped by 55% between the first unsecured lender with its own internally funded credit book and second half of the 2020 financial year. Focus shifted to R1.9 billion credit book that it started to fund in March 2019. Capfin has continued to collections and the gross credit book reduced to R1.9 billion at meet the expectations of its customers with friendly service 30 September 2020. Credit loss provision levels were increased Approval rate reduced by 55% and responsible lending. to 26% from historical levels of 15%, which substantially affected profitability. As a result, a consolidation process is during the year The business operates in South Africa’s unsecured lending market and makes use of digital channels and the PEP and underway to reduce Capfin’s operating cost structure and e c e cc n e e en Ackermans retail store footprint to market its products. support profitability going forward. R7 000 average loan amount Customers can apply for Capfin loans in store, online, or via SMS. Capfin assesses customer affordability and extends Outlook credit based on its proprietary credit granting methodology Capfin will continue to manage credit risk with conservative and scorecards. Capfin establishes contact with qualifying credit granting. It is not expected that the credit book will customers and deposits funds into their bank accounts via expand substantially in the near future based on the anticipated 2 electronic funds transfer. deterioration in the credit health of consumers.
The customer acquisition journey and responsible credit approval process has checks and balances in place to ensure that customers are protected against overextending their credit affordability, which, at the same time, protects the company from possible long-term bad debt.
30 ep 31 ar Outbound 2019 2020 sales Point of sale (PQ calls) Retrieve Assign Credit rating scorecard Credit Personal Credit bureau data Funds are selling In-store is applied Allocate application underwriting allocated credit limit Customer (Canvas calls) and approved through checks are and made need with one of done within available to Direct mail Cell phone underwriting seven main 24 hours Pre-validation Assess customers (PQ mailer) (SMS) in place channels checks affordability Transfer cash to www customer (web)
Apply policy filters Underwrite approved Acquiring customers with good credit ratings, while promoting responsible lending and amount underwriting practices, protects the group’s risk of exposure to bad debt. 68 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 69 GROUP PERFORMANCE CONTINUED
GROUP SERVICES GROUP SERVICES CONTINUE TO SUPPORT THE GROUP AND LEVERAGE ITS SCALE Introduction GROUP SERVICES Pepkor Group Services manages the functions IN NUMBERS that support the brands and other operational businesses. Centralising many of these Group Services overview services and regulatory functions allows us to benefit from economies of scale, create centres of excellence, save costs and improve efficiencies, while providing a holistic approach to group compliance. The Pepkor central office 3 000 employees supports operating divisions through finance and treasury, human resources, internal audit, PEP has been in the same head office in Parow since the 1960s. This campus is shared with PEP Africa, the PepClo factory and Pepkor. investor relations, legal, marketing and tax functions. Performance review Strategy and approach Group Services’ primary role is to use the group’s scale to create efficiencies where 80 employees services are needed across operating divisions. However, its purpose is to create strategic 5 725 property leases managed Providing a complete property solution through expert advantages through collaboration, synergy (2.2 million m2 under knowledge and systems and scale. It looks critically at how the group management) Pepkor Properties manages the largest retail lease portfolio in South Africa. operates and optimises the use of shared 746 leases renewed annually It provides property management services to the group, which benefits from existing capabilities, platforms and systems, and taps access, expertise and systems. It primarily negotiates property leases on behalf of into collective experience, expertise and talent Average of 12% saving achieved the group’s divisions. As one of the largest ‘tenants’, it can leverage its scale as an to deliver more effectively to our customers. on lease renewals in FY20 anchor tenant to negotiate with landlords. In some instances, the group has up to Group Services has two areas of focus. On a Services 10 lease agreements in one shopping mall. It also has a financial and legal team that day-to-day operational level, it provides services covers all aspects of property management. Identifying new locations that may otherwise be outsourced to third- During the year, 746 leases were renewed with an average reduction in rental party service providers. On a strategic level, Preparing feasibility studies cost of 12%. it works on projects to improve and develop Managing the existing property new processes, systems and assets to benefit portfolio Due to the impact of the COVID-19 pandemic on business and the economy, the the group. Payment of rent to landlords properties division played a significant role to engage with landlords to protect and preserve group liquidity. Group Services’ functional areas include Negotiation of leases and Pepkor Properties, Pepkor Installations, Pepkor contracts Pepkor Properties concluded the purchase of the land in the Hammarsdale area. 2 Sourcing and Services, Pepkor Logistics, Facilities management This will be used to develop a new 140 000 m distribution centre facility for PEP. Pepkor IT, Pepkor Data & Analytics and Tenacity. The development will be done by an external party and it is expected that the project Asset management PepClo is a stand-alone manufacturing facility. will be completed in 2024. The Hammarsdale area has become a prime logistics Development management node in KwaZulu-Natal with many large retailers establishing logistics operations Multi-brand property analyses there. Ackermans and Speciality already operate from a 90 000 m2 distribution centre in Hammarsdale, which commenced operations in 2018. 70 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 71 GROUP PERFORMANCE CONTINUED
Good progress made in 100 employees implementation of 3D sampling
We create your store Increased focus on local Enabling CFH retailers to build strategic sourcing and 3 000 m2 manufacturing facility procurement technical capabilities Pepkor Installations services and assists Pepkor’s CFH brands in installing shop 34 teams across SA manage fittings, particularly for new store openings, refurbishments and maintenance. It Supporting the South African Pepkor Sourcing & Services supports Pepkor’s CFH retailers in building strategic 2 000 maintenance service also assists with the design and implementation of new-look stores. It provides Retailer – Clothing, Textiles, sourcing and technical capabilities for the procurement of retail products. A small agreements brands with a lower cost of acquisition and lower services cost per account than any Footwear and Leather Master Plan central team works closely with brands’ buying and logistics teams to manage the 147 new stores rolled out in FY20 third-party service provider. By having this team and service in the group, the group’s (SA R–CTFL) in job creation product journey from procurement to arrival at the distribution centre. culture of cost saving is embedded in store development. The team works closely with international buying agents, including Pepkor Global Manufactured more than 6 000 Services sanitiser stands and perspex Due to the group’s growth and focus on expanding our footprint, and despite the five- Sourcing, which is situated in China. The Pepkor Sourcing & Services division is Using 3D in product screens to make stores week lockdown, the division completed 141 refurbishments and maintenance actions currently working on centralising more of the sourcing functions. Current focus areas development and other areas COVID-19-compliant when and 147 new store developments. are supplier compliance and exploring opportunities to increase local and regional lockdown restrictions were lifted. Local and regional sourcing sourcing. The development and installation within 48 hours of a pop-up shop for Refinery opportunities Development of new PEP brand for Black Friday in 2019 was a first for the group, and testament to the division’s The use of 3D technology has been a focus, with Refinery, PEP and PEP Africa Supplier and enterprise store and PEP brand application collaborative and agile capability. It was also instrumental in the design and space executing digital 3D product design in certain categories. This is proving to provide development planning of the new look and new brand implementation of PEP. a better and more consistent fit of garments for our customers. It has also helped Services Value-added sourcing in the COVID-19 lockdown, when digital product design and 3D sampling with The division will continue to partner with the group’s retail brands and develop further Group contract negotiations suppliers proved to be beneficial. The 3D initiative forms part of the group’s digital Research and development value-added services. transformation drive. Procurement and sourcing and compliance Manufacturing Quality control, shipment in e c i i tracking, buying support, Warehousing and logistics supplier and trend tours Shopfitting and installations Electrical works and maintenance 200 employees The lifeline of the business 10 DCs Pepkor Logistics (PKL) provides a product distribution service for Pepkor’s CFH 3 primary hubs brands. It is geared to provide the most cost-effective and efficient delivery services 15 secondary hubs to stores that operate six days a week. To provide its extensive service across 4 149 delivery points (daily South Africa and the BLNE (Botswana, Lesotho, Namibia and eSwatini) countries, deliveries to 3 800 stores) it relies on advanced technological infrastructure. PKL’s service is dedicated to removing as much cost as possible from the supply chain to maintain a low cost 24 million km distribution of doing business. network managed centrally PKL consolidates the distribution between brands, routes and destinations, and uses 24 million cartons distributed volume to manage costs. Load density plays a significant role in managing costs and annually optimising packing according to product and box sizes. It also minimises cost and 2.34 deliveries per store per week claims from damaged goods. Routes are mapped out daily, and a central IT system (average) links stock to stores.
Services Although PKL draws on digitisation and data analysis to plan, track and map a parcel’s journey, human interaction is the golden thread that keeps the wheels Distribution efficiencies turning. The right skills are critical to ensure that all aspects of the delivery process Long-haul DC connections are executed correctly. Driver services are outsourced, yet PKL plays a direct role in (cross-dock) managing the outsourced function. Good relationships with the drivers are critical, as Daily store delivery they have route experience and are the interface with the stores.
Pepkor Installations made and installed sanitiser stands and protective perspex screens to have the stores and offices COVID-19 ready after lockdown. 72 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 73 GROUP PERFORMANCE CONTINUED
22 data scientists 236 employees and engineers Putting bespoke advanced analytics at the core of everyday Enriching lives through innovation More than 20 million known Centralised IT across 4 112 stores Pepkor IT reduces operational costs and strengthens productivity of Pepkor’s retail customers interact with the group decision-making Logistics IT infrastructure businesses. Services, including IT strategy, engineering and development, play an 6.2 million monthly The core function of Pepkor Data & Analytics (D&A) is to analyse customer, store solutions direct and track the important role in helping the group’s various brands to develop effective and bespoke communications with customers and merchandise data, delivering insights that assist the group’s divisions in better delivery of 24 million cartons technology solutions to operate in a competitive environment. decision-making, specifically around revenue optimisation and improved profitability. annually to stores and 1.9 million 38% of customers shop at more They also build predictive models based on analytics and machine learning to guide Technology-based protection, dedication of experts, and awareness of end-users PAXI parcel deliveries than one Pepkor brand shopping behaviour. Data is used to provide an end-to-end solution for retail brands, are the foundations of the Pepkor IT approach to protection against cyberthreats. delivering communication initiatives to their customers. Based on the data that 1 500 office employees and Various layers of protection are implemented on the network perimeter, at the Advanced analytics directly customers share with the group, customer experience and communication are made 32 store service desk agents end-user layer, application layer, and data security layer. International and industry contributed to retailers’ more relevant by considering customer segments and individual preferences and moved into a work-from-home approved frameworks are used as best practice for IT governance and security. profitability environment attributes. IT played a role in the group’s digital transformation by enabling office employee Services Closed and reopened all stores Due to the nature of the data that resides within the group’s divisions, and D&A mobility through G Suite roll-outs, efficiency and insight gains, moving vast amounts Trusted and reliable customer through remote agents, and being the main users of the data, this division has also been tasked with the group’s of data to the fast-processing Google Cloud Platform, and supporting the retailers’ and basket data considered maintained system stability with compliance with the Protection of Personal Information Act (POPIA). e-commerce strategies through integration of core retail solutions. as the single version of the record volume of traffic after truth throughout the group, stores reopened for trade An important matter for the division is recruiting and retaining the right talent, because of the highly technical and advanced operating environment. There is continually enriched by external Zero breaches in IT security, a focus to develop employment equity candidates in IT. In the last three years, sources while fending off more than 33 interns were certified in IT, all of whom have been permanently employed, Single view of customer across 25 000 device attempts to gain either at Pepkor IT, or in one of the group’s other operating divisions. the group and products entry or information Pepkor IT continuously works on non-commissioned innovation projects that build Fast delivery of insights by Services internal capacity and enable technological advancement to enhance the capabilities providing an easily accessible of the brands to achieve their strategies. Digital transformation information platform that promotes self-service analytics, Infrastructure development The division plans to work closely with Pepkor clothing brands in the next year to roll out a new group point-of-sale system, while innovating various e-commerce, thus increasing the ability to Design, development and distribution centre and core enterprise resource planning solutions. use data as an asset implementation of systems Fully integrated platform that Maintenance enables brands to engage with our customers through various channels in a personalised The superpower of analytics is to get insights from data as quickly as possible. D&A developed a manner self-service basket analyser for the divisional brands that provides real-time basket information as customers transact at the point of sale. This tool is used in store and online. Bespoke predictive and prescriptive models addressing specific business questions that deliver value to the group
Prescriptive models delivering decision support through optimisation
Data governance and protection framework in line with POPIA
D&A does customer analysis based on the information our customers share with us. This provides All stores were closed and customer care agents moved out of call centres within 48 hours of the the group with information that our brands can use in their communication strategies, store location COVID-19 lockdown announcement. opportunities, merchandising planning and buying, and new product development. 74 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 75 GROUP PERFORMANCE CONTINUED
1 700 permanent 600 employees employees
8.5 million garments produced 2 million inbound service calls annually per annum Experts in the management of private label credit cards
4.4 million flip-flops manufactured Supports 6 clothing and general Tenacity Financial Services has been part of Pepkor since 2007, and is a specialist in merchandise brands the management of in-store credit card programmes. It provides customer payment R30 million invested in a new People with heart making garments with heart solutions for Refinery, Ackermans, Shoe City, Dunns, Tekkie Town and John Craig, flip-flop manufacturing facility to 1.6 million applications processed PepClo is a low-cost, high-volume mass manufacturer of school clothes and basic with a value proposition that includes private label cards, lay-bys, gift cards, virtual create 40 new jobs footwear that supplies the group through six factory divisions. It is also the largest 250 000 new account activations vouchers, payment applications and payment options. 2 million face masks and 500 000 clothing manufacturing facility under one roof in South Africa. 5 geographical jurisdictions Tenacity Financial Services’ credit programmes are highly regarded for their simple disposable protective gowns PepClo will be expanding into a second facility, specifically for the production pricing structures, quick time to market and ongoing professional support. The produced of flip‑flops. Local procurement and employment are key priorities and, as such, benefits to the group’s brands that have credit facilities are a lower cost of customer Pepkor is committed to the South African government’s R-CTFL Master Plan to 2030. Services acquisition and low service cost per account. Tenacity manages the on-boarding of After two years of proven success of bringing flip-flop production on-shore, we have new credit clients through stringent credit granting procedures and the collection of Services Client relationships and commissioned a new facility to provide more space for the increase in production payments. Manufacture of school customer feedback demand. This investment is in line with efforts to help the South African economy, clothes, basic underwear and Complaints handling The COVID-19 pandemic had an adverse effect on the business directly due to five- expand its production sectors and promote local procurement and employment. disposable gowns week store closures. Many of the group’s customers apply for and pay their accounts The new flip-flop facility will employ an additional 40 permanent employees. Digital transformation initiatives Textile laboratory testing in store. The closure resulted in a dramatic reduction of active accounts and low Flip-flop production Pepkor is also well-placed through its PepClo structures to participate in the other payment numbers. There was also a dramatic decline in new account sign-ons, partly ‘Master Plan’ forums and activities, such as initiatives around measures to combat due to the store closures, but also because of stricter credit granting criteria. illegal imports of raw materials and apparel items, as well as import duty rebates for During the most stringent lockdown period, we saw a decrease in payments due textile materials. to store closures, despite considerable efforts to migrate customers to electronic The COVID-19 lockdown period has impacted negatively the demand for consumer payments. To support customers, we implemented a temporary book freeze for the goods and clothing items, including school clothing. This resulted in a shortfall in March payment cycle. It was not a payment holiday, as we still billed the instalment. PepClo’s turnover, which in turn caused production gaps. The impact on the business However, we effectively prevented the current customer base from rolling into and employee earnings was minimised by the rapid response of the factory to ‘technical arrears’. This freeze was removed when stores reopened and payment convert to making much needed three-ply cloth masks in the early stages of the could be accepted in stores. Payments from customers recovered towards the end of pandemic. Disposable protective gowns were also designed and manufactured, with the year and exceeded expectations. the first 500 gowns sponsored by Pepkor. Tenacity implemented some short-term solutions by increasing and retraining call Focus for the new financial year will be to lower PepClo’s cost of doing business, to centre employees, and outsourced all non-South African interactions to local country lift production efficiency in order to lower the cost per unit produced, and to secure external debt collectors to handle inbound collections calls. ongoing disposable gown production. This is particularly challenging in light of the Tenacity will continue to support retail brands to generate sales and will manage COVID-19 pandemic, as absenteeism and social distancing have had a negative credit risk through conservative credit granting. impact on productivity. Ongoing load-shedding remains an area of concern, as it results in loss of production, lower efficiencies, and an inability to deliver critical orders on time and in full. With advance notice and scheduling, PepClo is able to manage production to some extent.
Tenacity’s services assist retailers with direct growth in turnover, and its call centre staff substantially PepClo employs 2 000 people on average every year (1 700 permanent and 300 temporary enhance their customers’ retail experience and thereby customer relationships with continued employees), of whom 84% are women. Many of the employees are from single-income homes and customer support. Employees become an extension of the brands they represent, and are incentivised their employment plays a crucial part in the economic sustainability of their families and communities. and continuously recognised for their level of service. 76 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 77 GROUP PERFORMANCE CONTINUED
BUILDING MATERIALS: DISCONTINUED OPERATIONS Products and services THE BUILDING COMPANY Retail division IN NUMBERS The retail division offers a full range of building materials and value-adding services throughout southern Africa to THE BUILDING COMPANY HAS public customers and contractors who make a living using its products and services in the construction industry. employees Wholesale division 5 500 DONE WELL TO RESTRUCTURE A large portion of the division consists of cross-border distribution, break-bulk and logistics. The wholesale division specialises in the wholesale of mostly imported and value- 4 countries add building materials and products. The customer portfolio AND CONSOLIDATE includes stockists and building material retailers and the division has a 100% B2B value proposition. Specialist division 115 stores This division predominantly serves the B2B market that BUILDING includes mostly specialist products suppliers and specifiers. The majority of its goods are differentiated, imported
THE COMPANY products offering extensive choice per range. e en e c n i i n Introduction Strategy and approach The Building Company (TBCo) is classified as a discontinued operation following Pepkor’s decision TBCo’s vision is to be the building material provider of to dispose of the business and to focus on its core choice in the markets it serves. Through its various brands, discount and value retail business. This transaction it provides quality building materials and services with is expected to have a positive effect on the customer-centricity being core to the business model. competitiveness of TBCo, as it will allow for mutual Each business division continues to develop its own value value-add opportunities with its purchaser. The disposal proposition that is complementary to the group’s vision. is subject to certain conditions and completion is expected in FY21. OPERATIONAL HIGHLIGHTS AND SUMMARY TBCo is a leading southern African building materials retail and wholesale business, providing a full spectrum service offering to the construction industry, including Refined strategic roadmap residential, commercial and industrial markets, with ‘Their service is on point. Time is money, they don’t waste your a core competency of servicing building contractors. Digital transformation of time awaiting services.’ Admire Zvirime, TSK Construction site It operates across three divisions, incorporating supervisor, BUCO customer. numerous established and well-known trading and business processes product brands. Restructured trading activities for: Overview • the retail division through improved and streamlined operational processes; TBCo brands • the flooring category of the business through the Retail: BUCO, Timbercity and Chipbase consolidation of Tiletoria and Floors Direct; and Wholesale: MacNeil, Cachet, Citiwood and • the ironmongery cluster by establishing a Brands4Africa monolithic brand value proposition and store Specialist: Buchel, W&B Hardware, Bildware, B-One, optimisation. Tiletoria and Floors Direct Centralised procurement through the establishment of a support office merchandise structure Throughout the lockdown, our teams supported our customers Launched a retail e-commerce platform who provided essential services and contributed to projects that Adopted digital and direct marketing activities helped in the fight against the COVID-19 pandemic. 78 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 79 GROUP PERFORMANCE CONTINUED
Performance overview Revenue and merchandise sales declined by 12.6% to Corporate responsibility R7.2 billion and like-for-like sales declined by 11.3%. Despite a very challenging environment, the business TBCo focuses its CSI initiatives on building, structural achieved break-even. and aesthetic improvements, which have synergy with TBCo made good progress during the year in key focus areas, their core business – building materials. including margin management, working capital and cash flow. It streamlined the extensive brand portfolio of operating entities into its existing three divisions to reduce cost and to advance its digital transformation roadmap. While good progress was made in these areas, the COVID-19 pandemic To achieve this, TBCo is committed to making impacted performance. During the lockdown period when only meaningful contributions to the communities in which essential services could trade, TBCo experienced a dramatic it operates through assisting formally registered slowdown in trading activity, particularly when only essential organisations that are focused on restoring, rebuilding services could trade in the construction industry. While TBCo and/or renovating spaces, or where the products strategically supported its customers during this time by they provide can be used to supplement projects. opening stores, it incurred the cost of operations with very For FY20, TBCo partnered with Ranyaka Community little turnover. The COVID-19 lockdown also impacted TBCo’s Transformation, an NPO that works hand-in-hand suppliers, which led to product supply shortages that further with communities, local stakeholders, all levels of weighed on performance. government, and investors to develop and implement transformation strategies for towns and communities Since trade started opening up in May 2020, across South Africa. business levels have normalised with good All our employees worked together to adhere to the rules, keeping themselves, their colleagues and our customers safe. As we started trading again, work continued with improvement in trading since July. The The total CSI contribution of building material to the the least amount of disruption, and the group’s sick days and absenteeism maintained rural and informal sectors were the first to value of R1.1 million from BUCO stores was donated average levels compared to previous years. Thank you to everyone. recover, followed by the formal contractor to Ranyaka, towards the commitment to assist with four Fix My Space Projects. These projects are located market, where trading volumes have almost around Cape Town, where BUCO has a relatively wide returned to prior year levels. store footprint. This partnership will continue for the TBCo has embraced the COVID-19 lockdown as an foreseeable future. opportunity to explore all aspects of the business and right- size the company to operate in a trading environment under a ‘new normal’ level of activity. This has resulted in all elements of the cost base being explored and restructured. Outlook TBCo, like all businesses around the world, was severely affected by the COVD-19 pandemic. The government’s alert level model initially shut down all commercial construction activity and gradually leased the restrictions as the various levels of the model were adjusted. Generally, this period has had a dramatic impact on the southern African construction Ranyaka was established as a non-profit, urban planning industry and all aspects of the value chain that are reliant on consultancy in 2013 and does work in 13 communities and eight and operate in this environment. towns across seven provinces in South Africa.
As the pandemic is not yet over, TBCo remains cautious about future prospects of the industry and will focus on its customer value proposition. 80 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 81
ADDITIONAL INFORMATION Accessibility. We serve our customers through our footprint and
INretail THIS SECTION channels.
TEGEGNE AYELE LOMBESE, Flash trader ‘Success is for those who persevere the most.’ 82 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 83 ADDITIONAL INFORMATION CONTINUED
ACRONYMS AND TERMINOLOGY PRO FORMA FINANCIAL INFORMATION ASSURANCE REPORT
API Application programming interface Report on the assurance engagement on the compilation of pro forma financial information B-BBEE Broad-based black economic empowerment included in the Pepkor Holdings Limited results for the year ended 30 September 2020 B2B Business to business BLNE Botswana, Lesotho, Namibia and eSwatini of the Pepkor Holdings Limited results for the year ended BPL Best price leadership To the Directors of Pepkor 30 September 2020. CFH Clothing, footwear and homeware Holdings Limited CoCare CoCare is a digital voucher programme that works with local and regional non-governmental organisations (NGOs) We have completed our assurance engagement to report Our independence and quality control on the compilation of the pro forma financial information to determine which communities are most at risk regarding food and economic security We have complied with the independence and other of Pepkor Holdings Limited (the company) and its COVID-19 Novel coronavirus (SARS-CoV-2) ethical requirements of the Code of Professional Conduct subsidiaries (the group) by the directors. The pro forma for Registered Auditors, issued by the Independent DMTN Domestic Medium-Term Note financial information, as set out on pages 85 to 90 of Regulatory Board for Auditors (IRBA Code), which is EBITDA Earnings before interest, income tax, depreciation and amortisation the Pepkor Holdings Limited results for the year ended founded on fundamental principles of integrity, objectivity, 30 September 2020, consist of the impact of the group’s ESG Environmental, social and governance professional competence and due care, confidentiality pro forma constant currency disclosure and the impact FMCG Fast-moving consumer goods and professional behaviour. The IRBA Code is consistent of the reversal of the implementation of IFRS 16 on the with the corresponding sections of the International Ethics IFRS International Financial Reporting Standards condensed consolidated statement of financial position as Standards Board for Accountants’ International Code of at 30 September 2020, condensed consolidated income IIRC International Integrated Reporting Council Ethics for Professional Accountants (including International statement, condensed consolidated statement of cash flows ILO International Labour Organisation Independence Standards). for the year ended 30 September 2020, pro forma financial IT Information and technology effects and related notes (Pro Forma Financial Information). The firm applies International Standard on Quality Control JSE Johannesburg Stock Exchange The applicable criteria on the basis of which the directors 1 and, accordingly, maintains a comprehensive system of KING IV™ King IV Code on Corporate Governance™ for South Africa, 2016, published as part of the King IV™ Report have compiled the pro forma financial information are quality control, including documented policies and procedures specified in the JSE Limited (JSE) Listings Requirements and regarding compliance with ethical requirements, professional KPI Key performance indicator described in the Pro Forma Financial Information section standards and applicable legal and regulatory requirements. Lay-by A system of paying for goods in small amounts and receiving the goods after the full amount has been paid of the Pepkor Holdings Limited Results for the year ended NPO Non profit organisation 30 September 2020. Reporting accountant’s responsibility Our responsibility is to express an opinion about whether OECD Organisation for Economic Co-operation and Development The pro forma financial information has been compiled the pro forma financial information has been compiled, in PAXI Parcel delivery service brand of PEP by the directors to illustrate the impact of the group’s pro all material respects, by the directors on the basis of the forma constant currency disclosure and the impact of the PKL Pepkor Logistics applicable criteria specified in the JSE Listings Requirements implementation of IFRS 16 on the condensed consolidated POPIA Protection of Personal Information Act and described in the Pro Forma Financial Information section statement of financial position as at 30 September 2020, of the Pepkor Holdings Limited financial results for the R-CTFL Retail – Clothing, Textile, Footwear and Leather condensed consolidated income statement, condensed year ended 30 September 2020 based on our procedures RLC Retailers’ Liaison Committee consolidated statement of cash flows for the year ended performed. 30 September 2020, pro forma financial effects and related SAICA South African Institute of Chartered Accountants notes. As part of this process, information about the We conducted our engagement in accordance with the SASSA South African Social Security Agency group’s financial position and financial performance has International Standard on Assurance Engagements (ISAE) SEM Socio-economic measure (previously LSM) been extracted by the directors from the group’s financial 3420, Assurance Engagements to Report on the Compilation SIM Subscriber identification module statements for the year ended 30 September 2020, on which a of Pro Forma Financial Information Included in a Prospectus review report has been published. issued by the International Auditing and Assurance Standards SME Small and medium enterprise Board. This standard requires that we plan and perform our STI Short-term incentive Directors’ responsibility procedures to obtain reasonable assurance about whether
tCO2e Tonnes of carbon dioxide equivalent The directors of the company are responsible for compiling the pro forma financial information has been compiled, in all TERS Temporary Employer/Employee Relief Scheme the pro forma financial information on the basis of the material respects, on the basis specified in the JSE Listings applicable criteria specified in the JSE Listings Requirements Requirements. UNGC United Nations Global Compact and described in the Pro Forma Financial Information section VAS Value-added service 84 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 85 ADDITIONAL INFORMATION CONTINUED
For purposes of this engagement, we are not responsible for Opinion updating or reissuing any reports or opinions on any historical PRO FORMA FINANCIAL INFORMATION In our opinion, the pro forma financial information has The pro forma financial information excludes the impact of IFRS 16 presented in the condensed consolidated financial statements. financial information used in compiling the pro forma financial been compiled, in all material respects, on the basis of the information, nor have we, in the course of this engagement, Pro forma condensed consolidated income statement applicable criteria specified by the JSE Listings Requirements performed an audit or review of the financial information used Pro forma and described in the Pro Forma Financial Information section in compiling the pro forma financial information. after of the Pepkor Holdings Limited Results for the year ended IFRS 16 IFRS 16 The purpose of pro forma financial information is solely to 30 September 2020. As reported adjustment adjustment As reported illustrate the impact of a significant event or transaction on Year ended Year ended Year ended Year ended unadjusted financial information of the company as if the 30 Sep 30 Sep 30 Sep 30 Sep 20201 2020 2020 20191 % change event had occurred or the transaction had been undertaken PRICEWATERHOUSECOOPERS INC. Reviewed Reviewed Reviewed Reviewed on prior at an earlier date selected for purposes of the illustration. Director: D de Jager Notes Rm Rm Rm Rm year Accordingly, we do not provide any assurance that the actual Registered auditor Revenue 63 679 – 63 679 61 454 3.6 outcome of the event or transaction would have been as Stellenbosch Cost of sales 3 (41 237) 26 (41 211) (39 055) (5.5) presented. 23 November 2020 Gross profit 22 442 26 22 468 22 399 0.3 A reasonable assurance engagement to report on whether Operating income 703 32 735 887 (17.1) the pro forma financial information has been compiled, in Operating expenses 2 (11 323) (3 589) (14 912) (14 421) (3.4) all material respects, on the basis of the applicable criteria Debtors’ costs (1 670) – (1 670) (1 126) (48.3) involves performing procedures to assess whether the Operating profit before depreciation, amortisation applicable criteria used by the directors in the compilation of and capital items 10 152 (3 531) 6 621 7 739 (14.4) the pro forma financial information provide a reasonable basis Depreciation and amortisation 3 (3 628) 2 347 (1 281) (1 195) (7.2) for presenting the significant effects directly attributable to Operating profit before capital items 6 524 (1 184) 5 340 6 544 (18.4) the event or transaction, and to obtain sufficient appropriate Capital items 4 (5 140) 235 (4 905) (60) (> 100) evidence about whether: Operating profit 1 384 (949) 435 6 484 (93.3) Finance costs 5 (3 138) 1 553 (1 585) (1 704) 7.0 the related pro forma adjustments give appropriate effect Finance income 219 – 219 129 69.8 to those criteria; and (Loss)/profit before associated income (1 535) 604 (931) 4 909 (> 100) the pro forma financial information reflects the proper Share of net profit of associate 2 – 2 – 100.0 application of those adjustments to the unadjusted (Loss)/profit before taxation (1 533) 604 (929) 4 909 (> 100) financial information. Taxation 6 (1 293) 21 (1 272) (1 674) 24.0 The procedures selected depend on our judgement, having (Loss)/profit from continuing operations (2 826) 625 (2 201) 3 235 (> 100) regard to our understanding of the nature of the company, Loss from discontinued operations 7 (208) (181) (389) (1 074) 63.8 the event or transaction in respect of which the pro forma (Loss)/profit for the year (3 034) 444 (2 590) 2 161 (> 100) financial information has been compiled, and other relevant (Loss)/profit attributable to: engagement circumstances. Owners of the parent (3 034) 444 (2 590) 2 161 (> 100) Our engagement also involves evaluating the overall Non-controlling interests – – – – presentation of the pro forma financial information. (Loss)/profit for the year (3 034) 444 (2 590) 2 161 (> 100) We believe that the evidence we have obtained is sufficient Earnings per share (cents) 12 and appropriate to provide a basis for our opinion. Total basic earnings per share from continuing operations (80.3) 17.8 (62.5) 93.8 (> 100) Total basic earnings per share from discontinued operations (5.9) (5.1) (11.0) (31.1) 64.5 Total basic earnings per share (86.2) 12.6 (73.6) 62.6 (> 100) Total headline earnings per share from continuing operations 62.6 12.8 75.4 95.5 (21.0) Total headline earnings per share from discontinued operations 2.9 (4.5) (1.5) 1.3 (> 100) Total headline earnings per share 65.5 8.4 73.9 96.8 (23.7) Total diluted earnings per share from continuing operations (79.4) 17.6 (61.8) 93.2 (> 100) Total diluted earnings per share from discontinued operations (5.9) (5.1) (11.0) (30.9) 64.5 Total diluted earnings per share (85.3) 12.5 (72.8) 62.2 (> 100) Total diluted headline earnings per share from continuing operations 62.0 12.7 74.7 94.9 (21.3) Total diluted headline earning per share from discontinued operations 2.9 (4.4) (1.5) 1.3 (> 100) Total diluted headline earnings per share 64.9 8.3 73.2 96.2 (23.9) ¹ Extracted without modification from the group’s condensed consolidated financial statements for the year ended 30 September 2020. 86 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 87 ADDITIONAL INFORMATION CONTINUED
PRO FORMA FINANCIAL INFORMATION continued PRO FORMA FINANCIAL INFORMATION continued
Pro forma condensed consolidated income statement from discontinued Pro forma condensed consolidated statement of financial position operations Pro forma after Pro forma IFRS 16 IFRS 16 after As reported adjustment adjustment As reported IFRS 16 IFRS 16 As at As at As at As at As reported adjustment adjustment As reported 30 September 30 September 30 September 30 September Year ended Year ended Year ended Year ended 20201 2020 20191 2019 30 Sep 30 Sep 30 Sep 30 Sep Reviewed Reviewed Reviewed Reviewed 20201 2020 2020 20191 % change Notes Rm Rm Rm Rm Reviewed Reviewed Reviewed Reviewed on prior ASSETS Notes Rm Rm Rm Rm year Non-current assets Revenue 7 247 – 7 247 8 227 (11.9) Goodwill 37 280 – 37 280 41 865 Cost of sales (5 764) – (5 764) (6 604) 12.7 Intangible assets 18 028 – 18 028 17 979 Gross profit 1 483 – 1 483 1 623 (8.6) Property, plant and equipment 9 5 176 (77) 5 099 5 466 Operating income 48 – 48 73 (34.2) Right-of-use assets 8 10 770 (10 770) – – Operating expenses 2 (1 018) (277) (1 295) (1 484) 12.7 Interest in associated companies 52 – 52 50 Debtors’ costs (63) – (63) (11) (> 100) Investments and loans 108 – 108 174 Operating profit before depreciation, amortisation and Loans to customers 81 – 81 154 capital items 450 (277) 173 201 (13.9) Deferred taxation assets 6, 8 2 468 (967) 1 501 1 242 Depreciation and amortisation 3 (266) 167 (99) (104) 4.8 73 963 (11 814) 62 149 66 930 Operating profit before capital items 184 (110) 74 97 (23.7) Current assets Capital items 4 (301) (32) (333) (1 236) 73.1 Inventories 10 729 – 10 729 13 825 Operating loss (117) (142) (259) (1 139) 77.3 Trade and other receivables 9 6 157 24 6 181 6 809 Finance costs 5 (144) 90 (54) (76) 28.9 Loans to customers 1 335 – 1 335 1 669 Finance income 50 – 50 70 (28.6) Insurance and reinsurance receivables 9 – 9 – Loss before taxation (211) (52) (263) (1 145) 77.0 Current income taxation assets 284 – 284 363 Taxation 6 7 (129) (122) 71 (> 100) Cash and cash equivalents 5 241 – 5 241 3 925 Loss from discontinued operations (204) (181) (385) (1 074) 64.2 23 755 24 23 779 26 591 Non-current assets held for sale 10 4 060 (836) 3 224 – Loss attributable to: 27 815 (812) 27 003 26 591 Owners of the parent (204) (181) (385) (1 074) 64.2 Total assets 101 778 (12 626) 89 152 93 521 Non-controlling interests (4) – (4) – (100.0) ¹ Extracted without modification from the group’s condensed consolidated financial statements for the year ended 30 September 2020. Loss for the year (208) (181) (389) (1 074) 63.8
Pro forma condensed consolidated segmental analysis Pro forma after IFRS 16 IFRS 16 As reported adjustment adjustment As reported Year ended Year ended Year ended Year ended 30 Sep 30 Sep 30 Sep 30 Sep 20201 2020 2020 20191 % change Reviewed Reviewed Reviewed Reviewed on prior Rm Rm Rm Rm year OPERATING PROFIT BEFORE CAPITAL ITEMS AND BVI-RELATED COSTS Clothing and general merchandise2, 3 6 176 (916) 5 260 6 130 (14.2) Furniture, appliances and electronics (55) (246) (301) (85) (> 100) Building materials4 129 (129) – 153 (> 100) FinTech 458 (3) 455 483 (5.8) 6 708 (1 294) 5 414 6 681 (19.0)
1 Extracted without modification from the group’s condensed consolidated financial statements for the year ended 30 September 2020. 2 Prior year segmental operating profit includes an adjustment of R40 million for BVI-related costs incurred. 3 Operating profit before capital items for this segment includes R55 million (pro forma R74 million) (2019: R56 million loss) relating to discontinued operations. 4 Operating profit before capital items for this segment has been classified as discontinued operations. 88 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 89 ADDITIONAL INFORMATION CONTINUED
PRO FORMA FINANCIAL INFORMATION continued PRO FORMA FINANCIAL INFORMATION continued
Pro forma condensed consolidated statement of financial position continued Notes to the pro forma financial information 1 The pro forma financial information, which is the responsibility of the group’s directors, has been prepared in order to illustrate the Pro forma after impact should IFRS 16 not have been applied and is presented for illustrative purposes only. The pro forma financial information is IFRS 16 IFRS 16 presented in accordance with the JSE Listings Requirements and the SAICA Guide on Pro Forma Financial Information. Therefore, As reported adjustment adjustment As reported because of its nature, the pro forma financial information may not fairly present the group’s financial position, results of operations As at As at As at As at or cash flows. An assurance report (in terms of ISAE 3420: Assurance Engagements to Report on the Compilation of Pro Forma 30 September 30 September 30 September 30 September Financial Information included in a Prospectus issued by the International Auditing and Assurance Standards Board), has been 20201 2020 20191 2019 Reviewed Reviewed Reviewed Reviewed issued by the group’s auditors, PricewaterhouseCoopers Inc., in respect of the pro forma financial information included in this Notes Rm Rm Rm Rm announcement. The pro forma financial information, as set out below, should be read in conjunction with this assurance report. 2 The net effect of the following transactions in order to add back the IFRS 16 effect and reinstate the IAS 17 effect: EQUITY AND LIABILITIES Capital and reserves Effect of adopting IFRS 16 Effect of adopting IFRS 16 Ordinary stated capital 67 234 – 67 234 64 690 As at 30 September 2020 As at 30 September 2020 Continuing operations Discontinued operations Reserves 8 (14 027) 2 891 (11 136) (8 098) Reviewed Reviewed Total equity attributable to equity holders of the parent 53 207 2 891 56 098 56 592 Rm Rm Non-controlling interests 9 – 9 6 Total equity 53 216 2 891 56 107 56 598 Reinstate operating lease expense (3 390) (277) Reinstate equalisation of operating lease payments (9) – Non-current liabilities Reverse profit on modification (371) (9) Interest-bearing loans and borrowings 12 520 – 12 520 15 508 Lease liabilities 8 13 021 (13 021) – – Reverse foreign exchange losses 181 9 Employee benefits 86 – 86 89 (3 589) (277) Deferred taxation liabilities 3 933 – 3 933 4 037 3 Right-of-use assets are depreciated on a straight-line basis over the period of the lease term in accordance with IFRS 16. These Provisions 91 – 91 91 adjustments reverse the depreciation on right-of-use assets. Trade and other payables 6 – 432 432 461 4 Right-of-use assets are tested for impairment when impairment indicators are identified in accordance with IAS 36. These 29 651 (12 589) 17 062 20 186 adjustments reverse the impairment (continuing operations) or reversal of impairment (discontinued operations) that was required Current liabilities due to the recognition of right-of-use assets in accordance with IFRS 16. Trade and other payables 6, 9 10 754 178 10 932 11 792 5 Lease liabilities are subsequently measured at amortised cost using the effective interest method and reduced by future lease Insurance and reinsurance payables 49 – 49 – payments net of interest charged in accordance with IFRS 16. These adjustments reverse the effective interest recognised during Lease liabilities 8 2 064 (2 064) – – the year pertaining to the lease liability. Employee benefits 794 – 794 942 6 Effect of reversing the deferred taxation effect on the net right-of-use asset and liability under IFRS 16 and reinstatement of deferred Provisions 175 – 175 173 taxation effect relating to the equalisation of operating lease payments under IAS 17 and onerous leases under IAS 37. Current income taxation liabilities 2 018 – 2 018 1 480 Interest-bearing loans and borrowings – – – 1 510 7 Net effect of reversing notes 2 to 6 to the pro forma financial information relating to discontinued operations. Financial guarantees – – – 491 8 Effect of reversing the right-of-use assets net of impairments and lease liabilities under IFRS 16 with the corresponding deferred Bank overdrafts and short-term facilities 241 – 241 347 taxation and net opening retained earnings effect. 16 095 (1 886) 14 209 16 735 9 Effect of reversing the reclassification of finance leases and lease incentives to the right-of-use asset and reinstating prepaid rentals. Liabilities associated directly with non-current assets 10 Net effect of reversing notes 8 and 9 to the pro forma financial information relating to discontinued operations. classified as held for sale 10 2 816 (1 042) 1 774 2 11 Reclassification of presentation within the cash flow due to the recognition of right-of-use assets and lease liabilities in accordance 18 911 (2 928) 15 983 16 737 with IFRS 16. Total equity and liabilities 101 778 (12 626) 89 152 93 521 12 Pro forma earnings per share, diluted earnings per share, headline earnings and diluted headline earnings per share are calculated on Net asset value per ordinary share (cents) 1 453.6 79.0 1 532.6 1 640.4 the same basis and using the same weighted average number of ordinary shares and weighted average number of dilutive ordinary shares as per note 6 of the notes to the condensed consolidated financial statements.
Pro forma condensed consolidated statement of cash flows Pro forma headline earnings are adjusted for the post-taxation (impairment)/impairment reversal effect of the right-of-use assets Pro forma under IAS 36 as below: after Continuing Discontinued IFRS 16 IFRS 16 operations operations As reported adjustment adjustment As reported Rm Rm As at As at As at As at 30 September 30 September 30 September 30 September Pro forma earnings attributable to ordinary shareholders (2 201) (385) 20201 2020 20191 2019 Capital items (note 3) 5 140 301 Reviewed Reviewed Reviewed Reviewed Taxation effect on capital items (note 6) (111) 10 Rm Rm Rm Rm Right-of-use asset (impairment)/impairment reversal (note 3) (235) 32 Net cash inflow from operating activities 11 8 667 (2 033) 6 634 556 Taxation effect on (impairment)/impairment reversal of right-of-use assets 62 (9) Net cash outflow from investing activities (2 187) – (2 187) (1 576) Pro forma headline earnings attributable to ordinary shares 2 655 (51) Net cash (outflow)/inflow from financing activities 11 (4 549) 2 033 (2 516) 1 306 ¹ Extracted without modification from the group’s condensed consolidated financial statements for the year ended 30 September 2020. 90 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 91 ADDITIONAL INFORMATION CONTINUED
Pro forma constant currency disclosure The Pepkor group discloses unaudited constant currency information to indicate PEP Africa’s performance in terms of sales RETAIL FOOTPRINT growth, excluding the effect of foreign currency fluctuations. To present this information, current year turnover for PEP Africa reported in currencies other than ZAR is converted from local currency actuals into ZAR at the prior year’s actual average exchange rates. The table below sets out the percentage change in sales, based on the actual continuing results for the year, 30 September 2019 Openings Closures Net movement 30 September 2020 in reported currency and constant currency, for the basket of currencies in which PEP Africa operates: Retail Retail Retail Change in sales on prior year (%) Reported currency Constant currency Retail area Retail Retail Retail area Retail area stores ’000 m2 stores stores stores ’000 m2 stores ’000 m2 PEP Africa (16.2) (7.0) Clothing and general The pro forma constant currency disclosure is presented in accordance with the JSE Listings Requirements and the Guide merchandise 4 395 1 671 188 (97) 91 2 4 486 1 673 on Pro Forma Financial Information issued by SAICA. The pro forma constant currency disclosure has been prepared for PEP 2 327 832 83 (26) 57 12 2 384 844 illustrative purposes only. Because of its nature, the pro forma constant currency disclosure may not fairly present Pepkor’s financial position, changes in equity, results of operations or cash flows. The pro forma constant currency disclosure Ackermans 806 477 62 (7) 55 21 861 498 presented is the responsibility of the board and was reviewed by Pepkor’s auditors. PEP Africa1 313 120 11 (23) (12) (6) 301 114
Speciality2 949 242 32 (41) (9) (25) 940 217
Furniture, appliances and electronics 900 429 46 (67) (21) (39) 879 390
Furniture and appliance retailers3 761 341 44 (54) (10) (28) 751 313
Appliance and electronics retailers4 139 88 2 (13) (11) (11) 128 77
Building materials5 120 334 – (5) (5) (6) 115 328
Pepkor 5 415 2 434 234 (169) 65 (43) 5 480 2 391
1 Excludes discontinued operations in Zimbabwe and includes six stores in Uganda. 2 Includes Dunns, John Craig, Refinery, Shoe City and Tekkie Town brands. 3 Includes Russells, Bradlows, Rochester and Sleepmasters brands. 4 Includes Incredible Connection and HiFi Corp brands. 5 Includes (retail and wholesale) BUCO, Timbercity, Tiletoria, Floors Direct, MacNeil, Cachet, B-One, Buchel, W&B Hardware, Bildware, Citiwood and Brands 4 Africa. 92 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 93 ADDITIONAL INFORMATION CONTINUED
SHAREHOLDER ANALYSIS SHARE PERFORMANCE
Shareholder spread No. of shareholdings % No. of shares % Analysis of trading Key statistics – 12 months to September 2020 Traded price (cents per share) Close 11.14 1 – 1 000 shares 5 508 48.47 1 458 384 0.04 High Low 1 001 – 10 000 shares 4 264 37.52 13 375 672 0.37 close close Volume Value High 18.75 10 001 – 100 000 shares 928 8.17 30 989 625 0.85 Month (cents) (cents) (million) (R billion) Low 9.31 100 001 – 1 000 000 shares 517 4.55 168 888 669 4.61 31/10/2019 17.45 16.42 76.0 1.29 Market capitalisation as of 1 000 001 shares and over 147 1.29 3 445 638 531 94.13 30 September 2020 (R billion) 40.8 30/11/2019 18.10 16.23 200.2 3.53 Total 11 364 100.00 3 660 350 881 100.00 Value of shares traded (R billion) 17.10 31/12/2019 18.50 17.06 49.7 0.88 Distribution of shareholders No. of shareholdings % No. of shares % Value traded as % of market capitalisation 41.9% 31/01/2020 18.24 16.42 81.4 1.38 Banks/brokers 158 1.39 269 384 031 7.36 Volume of shares traded (million) 1 277.3 Close corporations 64 0.56 255 120 0.01 29/02/2020 16.71 15.26 46.4 0.74 Volume traded as % of number of shares in issue 34.9% Endowment funds 96 0.84 6 710 012 0.18 31/03/2020 15.80 10.14 100.2 1.27 PE ratio (statutory headline earnings) 17.0x Government 3 0.03 528 089 0.01 30/04/2020 12.45 10.04 78.9 0.88 Dividend yield – Individuals 8 881 78.15 17 222 533 0.47 31/05/2020 12.00 9.57 136.3 1.48 Insurance companies 73 0.64 39 069 812 1.07 Earnings yield (statutory headline earnings) 5.9% 30/06/2020 13.42 11.00 150.3 1.81 Investment companies 4 0.04 6 389 827 0.17 Period-end market price/NAV 0.8x Medical schemes 32 0.28 5 212 642 0.14 31/07/2020 11.15 10.06 128.6 1.37 Shares in issue (million) 3 660 Mutual funds 367 3.23 312 329 245 8.53 31/08/2020 11.30 9.70 94.0 0.99 Average number of shares in issue (million) 3 522 Other corporations 30 0.26 94 012 0.00 30/09/2020 12.04 9.70 135.2 1.48 Shares issued during the year 210 350 881 Private companies 207 1.82 12 150 401 0.33 Source: I-Net Bridge Public companies 2 0.02 70 194 0.00 Retirement funds 467 4.11 194 310 292 5.31 Strategic investors 2 0.02 2 786 136 033 76.12 ll are n e
Trusts 978 8.61 10 488 638 0.29 120 Total 11 364 100.00 3 660 350 881 100.00 Public/non-public shareholders No. of shareholdings % No. of shares % 100 Non-public shareholders 5 0.03 2 786 221 029 76.12 Directors and associates 3 0.02 84 996 0.00 Strategic holdings (more than 10%) 1 0.01 2 479 994 370 67.75 80 Strategic holdings (company-related) 1 0.01 306 141 663 8.36 Public shareholders 11 359 99.96 874 129 852 23.88 60 Total 11 364 100.00 3 660 350 881 100.00 3 Beneficial shareholders holding 1% or more No. of shares % 40 Steinhoff International Holdings Limited 2 479 994 370 67.75 1 ct 2019 1 ov 2019 1 ec 2019 1 an 2020 1 eb 2020 1 ar 2020 1 pr 2020 1 ay 2020 1 un 2020 1 ul 2020 1 ug 2020 Lancaster 101 Proprietary Limited 306 141 663 8.36 Allan Gray 66 926 795 1.83 GIC Private Limited 45 782 933 1.25 Alexander Forbes Investments 42 986 105 1.17 Old Mutual 42 971 585 1.17 eneral Retail n e Coronation Fund Managers 42 101 526 1.15 120 Government Pension Fund – Norway 40 914 575 1.12 Total 3 067 819 552 83.81 Fund managers holding 1% or more No. of shares % 100 Coronation Fund Managers 111 596 779 3.05 Allan Gray Asset Management 110 189 273 3.01 80 GIC Asset Management 44 869 933 1.23 3 3 Old Mutual Investment Group 44 773 557 1.22 60 Total 311 429 542 8.51 3 Data as at 25 September 2020. 40 1 ct 2019 1 ov 2019 1 ec 2019 1 an 2020 1 eb 2020 1 ar 2020 1 pr 2020 1 ay 2020 1 un 2020 1 ul 2020 1 ug 2020
94 PEPKOR INTEGRATED REPORT 2020 PEPKOR INTEGRATED REPORT 2020 95 ADDITIONAL INFORMATION CONTINUED
SHAREHOLDERS’ DIARY CORPORATE INFORMATION
Registration number 2017/221869/06 Auditor Annual general meeting 10 March 2021 Share code PPH PricewaterhouseCoopers Inc. Announcement of interim results May 2021 Debt code PPHI 5 Silo Square, V&A Waterfront Financial year-end 30 September 2021 ISIN ZAE000259479 Cape Town 8012 PO Box 2799, Cape Town 8000 Announcement of annual results November 2021 Registered address 36 Stellenberg Road Equity sponsor Parow Industria 7493 PSG Capital Proprietary Limited PO Box 6100 (Registration number 2006/015817/07) Parow East 7500 Stellenbosch office Telephone 021 929 4800 E-mail [email protected] 1st Floor, Ou Kollege Building, 35 Kerk Street Stellenbosch 7600 Contact PO Box 7403, Stellenbosch 7599 [email protected] Sandton office Investor relations 2nd Floor, Building 3, 11 Alice Lane [email protected] Sandhurst, Sandton 2196 Press enquiries PO Box 650957, Benmore 2010 [email protected] Debt sponsor Company secretary Rand Merchant Bank (A division of FirstRand Bank Limited) Pepkor Proprietary Limited (Registration number 1929/001225/06) (Registration number 1965/007765/07) 1 Merchant Place, Corner Fredman Drive and Rivonia Road 36 Stellenberg Road, Parow Industria 7493 Sandton 2196 PO Box 6100, Parow East 7501 PO Box 786273, Sandton 2146 2020 ANNUAL FINANCIAL STATEMENTS CONTENTS
Approval of the annual financial statements 01
Secretary certification 02
Report of the directors 03
Audit committee report 07
Independent auditor’s report 15
Consolidated financial statements Consolidated income statement 23 Consolidated statement of comprehensive income 24 Consolidated statement of financial position 25 Consolidated statement of changes in equity 26 Consolidated statement of cash flows 28 Summary of accounting policies 29 Significant judgements and estimates 45 Notes to the consolidated annual financial statements 51
Separate financial statements Separate income statement 116 Separate statement of comprehensive income 116 Separate statement of financial position 117 Separate statement of changes in equity 118 Separate statement of cash flows 118 Notes to the separate annual financial statements 119
Shareholder analysis 131
Corporate information 132 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 01 for the year ended 30 September 2020
APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2020
The preparation and presentation of the consolidated and The annual financial statements are prepared on the going separate annual financial statements, and all information concern basis and nothing has come to the attention of the included in this report, is the responsibility of the directors. directors to indicate that the company and the group will not The consolidated and separate annual financial statements remain a going concern. were prepared in accordance with the provisions of the South These annual financial statements as at 30 September 2020, African Companies Act, No. 71 of 2008, as amended which appear on pages 03 to 130, have been prepared under the (Companies Act) and comply with International Financial supervision of the chief financial officer, Mr RG Hanekom Reporting Standards (IFRS). In discharging their CA(SA). The consolidated and separate financial statements responsibilities, the directors rely on the internal controls and have been audited by PricewaterhouseCoopers Inc. in risk management procedures applied by management for compliance with the Companies Act. The annual financial both the integrity and fairness of these statements, and are statements of the company and the group were approved by the satisfied that the controls and procedures are in operation. board on 15 December 2020, and are signed on its behalf by:
Based on the information and explanations provided by management and the internal auditors, the directors are of the opinion that:
the internal controls are adequate; LM LOURENS the financial records may be relied upon in the preparation Chief executive officer of the annual financial statements; appropriate accounting policies, supported by reasonable judgements and estimates, have been applied; and the annual financial statements fairly present the results RG HANEKOM and the financial position of the company and the group. Chief financial officer 02 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
SECRETARY CERTIFICATION FOR THE YEAR ENDED 30 SEPTEMBER 2020
We certify, in accordance with section 88(2)(e) of the Companies Act, that the company has lodged with the Companies and Intellectual Properties Commission all such returns as are required for a public company in terms of the Act and that all such returns are true, correct and up to date.
Company secretary 15 December 2020 On behalf of Pepkor Proprietary Limited PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 03 for the year ended 30 September 2020
REPORT OF THE DIRECTORS FOR THE YEAR ENDED 30 SEPTEMBER 2020
Nature of business Furniture, appliances and electronics The group is a diversified retailer of significant size and scale This segment includes the JD Group and Abacus businesses. operating across four segments. All the retail brands within The JD Group provides value-conscious mass-market the segments focus on discount, value and specialised goods customers in southern Africa with the opportunity and means and retail clothing, general merchandise, household goods, to create a comfortable lifestyle through its diversified retail furniture, appliances, consumer electronics, building brands: materials, cellular products and services and financial Bradlows services in Angola, Botswana, eSwatini, Lesotho, Malawi, Russells Mozambique, Namibia, Nigeria, South Africa and Zambia. Rochester The four operating segments include the following brands: Sleepmasters Clothing and general merchandise Incredible Connection This segment includes all clothing, footwear and homeware HiFi Corp (CFH) retail brands: Other components included in this segment: PEP Connect Financial Solutions provides credit through PEP Africa instalment sale receivables to the furniture, appliances and Ackermans electronics brands. Pepkor Speciality, which includes Rapitrade 141 Proprietary Abacus provides insurance products via its subsidiaries to Limited (CODE), Dunns, John Craig (reflected as an asset customers of the JD Group and other group businesses. It classified as held for sale), Refinery, Shoe City, Sergeant was acquired effective 1 December 2019. Pepper Clothing Company Proprietary Limited (S.P.C.C) and Tekkie Town Building materials – discontinued Dealz operations This segment includes The Building Company and comprises Other components included in this segment: retail, wholesale and specialised divisions that serve the full Tenacity Financial Services support the Ackermans and spectrum of the construction industry, including the Pepkor Speciality CFH brands in terms of credit sales residential, commercial and industrial markets. The retail through store cards to customers. brands include:
The Pepkor central office cost, excluding IT cost, BUCO property management cost and internal audit cost, are Timbercity fully allocated to the clothing and general merchandise segment, on the basis that it represents the dominant Chipbase segment in the group. Corporate costs are not allocated to The wholesale division comprises: individual segments, although all segments enjoy support and services from the central corporate functions. MacNeil Cachet Brands 4 Africa Citiwood
Specialist building material brands, servicing both the retail and wholesale market, include Buchel, W&B Hardware, 04 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
REPORT OF THE DIRECTORS continued for the year ended 30 September 2020
Bildware, B-One, Tiletoria and Floors Direct. The Building (FY19: 33%). Provision levels on the Capfin unsecured lending Company, which comprises this entire segment, has been credit book, which forms part of the FinTech segment, were classified as a discontinued operation. Refer to note 7 for increased to 26% (FY19: 15%). Refer to note 31 for further further detail. detail. FinTech Impairment of goodwill and This segment includes unique businesses that do not support intangible assets the Pepkor retail brands’ performance. Rather, these businesses utilise certain parts of the Pepkor retail store Following the completion of the impairment assessments, an footprint to varying degrees in terms of interaction with their impairment of R4.8 billion was recognised during the year. respective consumer markets. The impairment is a result of constrained future growth expectations in PEP Africa, Shoe City, Tekkie Town and Flash is a technology-driven company committed to Incredible Connection, in addition to an increased weighted adding value to the lives of traders in the informal retail average cost of capital. The impairment is allocated to the market. Using smart technology, traders are able to offer respective cash-generating units (CGUs) as follows: their customers greater convenience, providing access to mobile data and airtime, prepaid electricity, money R3.0 billion relates to the Ackermans, Dunns, John Craig, transfers and Lotto. PEP, PEP Africa, Refinery, Shoe City and Tenacity group of CGUs included in the clothing and general merchandise Capfin SA provides unsecured credit to customers under segment; the Capfin brand. Pepkor commenced funding of the loan book in the prior year on 20 March 2019. R1.6 billion relates to the Tekkie Town CGU, included in the clothing and general merchandise segment; Retail footprint R103 million relates to the Incredible Connection CGU The group sold its products across a retail footprint consisting included in the furniture, appliances and electronics of 5 480 (2019: 5 435) stores at 30 September 2020. When segment; and discontinued operations and assets classified as held for sale R35 million relates to the newly acquired CGU, Eezi, are excluded, the retail footprint equates to 5 254 included in the FinTech segment. (2019: 5 182) stores. Refer to notes 9 and 10 for further detail. The effect of the impairments should be excluded from earnings when Financial review determining headline earnings per share. The financial results are set out in the attached annual financial statements. Share capital The authorised and issued share capital of the company as at Effect of the COVID-19 pandemic 30 September 2020 is set out in note 21 of the annual The Pepkor group achieved a pleasing performance during a financial statements. challenging year as COVID-19 and the resultant lockdown The following movements in ordinary shares were recorded protocols exacerbated an already weak consumer retail during the year: market. The group issued 37.9 million ordinary shares on The effect of the COVID-19 pandemic had a significant impact 27 January 2020, as scrip dividend, as an alternative to on the group’s trading performance, as most of our retails receiving a cash dividend. stores were not able to trade during the lockdown. This On 11 March 2020, shareholders resolved that 172.5 million resulted in partial impairment of goodwill and the impairment of the company’s authorised but unissued shares of no par of indefinite useful life intangible assets. Refer to notes 9 and value be placed under the control of the directors with a 10 respectively. general authority to allot and issue shares for cash, subject The effect of COVID-19 was further noted in the increase in to certain conditions outlined in the resolution. At the time expected credit losses (ECLs) due to additional risk factors. of the issue of the notice of the annual general meeting of Provision levels on the Tenacity credit book, which facilitates shareholders, 172.5 million shares constituted 5% of the credit sales in Ackermans and Pepkor Speciality in the issued share capital but, as a consequence of the scrip clothing and general merchandise segment, were increased to dividend issue, at the time of the issue of the shares, it 22% (FY19: 17%), while provision levels on the Connect credit constituted approximately 4.95% of the then issued book, which facilitates sales for the furniture, appliances and share capital. electronics segment, and the Abacus book increased to 43% PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 05 for the year ended 30 September 2020
REPORT OF THE DIRECTORS continued for the year ended 30 September 2020
Share rights early settlement of R4.0 billion of the total R6.0 billion preference share funding due to mature in May 2022. During the course of the year, 15.9 million shares rights (2019: 13.2 million) were granted in terms of the Pepkor Executive The process of refinancing debt due for repayment in 2021, Share Rights Scheme (Pepkor Scheme). Refer to note 27. was successfully concluded and implemented on 30 September 2020. This included the refinancing of:
Corporate activity R5.0 billion in debt due for repayment in May 2021, now Discontinued operations – Zimbabwe repayable in September 2023; and During the latter part of the 2019 financial year, the board R1.0 billion bridge revolving credit facility due to expire in decided to exit the group’s Zimbabwe business, under the November 2021, now repayable in September 2023. Power Sales brand. The decision was mainly driven by the As part of the same process, debt covenants were amended increasing difficulty of trading in Zimbabwe as a result of to create sufficient headroom and enhanced flexibility going adverse macroeconomic conditions. The sale was concluded forward. Refer to note 31.6 for further detail. and all conditions precedent were met on 30 September 2020. Refer to note 7 for further detail. Guarantee to Rand Merchant Bank (RMB) in Discontinued operations – The Building relation to an investment company Company During the year, Pepkor advanced a bridge loan facility amounting to R519 million to an investment company, Business The group entered into a sale and purchase agreement with Venture Investments 1499 (RF) Proprietary Limited (BVI), to Cashbuild Limited for the disposal of the entire issued share settle the external funding, including guarantee, with RMB, capital of The Building Company for a total purchase price, where Pepkor was a guarantor. The group is in the process of including permitted leakages, of R1.2 billion. The transaction negotiating the issuance of an alternative instrument by BVI to will enable the group to streamline its portfolio of businesses Pepkor to replace the bridge loan facility advanced during the and focus on its core business of discount and value retail. year. This enabled BVI to settle its debt with RMB. The group Refer to note 7 for further detail. provided for the full exposure relating to the guarantee during Assets held for sale the 2018 financial year. Refer to note 31.6 for further detail. The group decided to dispose of the John Craig business. The Acquisition of businesses business mainly operates in the smart/formalwear sector of The group acquired the following businesses during the the men’s wear market. This sector does not represent a financial year. Refer to note 29 for further detail: strategic fit with the group’s main business proposition of supplying discounted value-added products to our customers. Effective 1 December 2019, 100% of the issued share An active sales plan has been put in place to dispose of these capital of Abacus Holdco Proprietary Limited and its assets and liabilities. Refer to note 20 for further detail. subsidiaries (Abacus) for a purchase price of R183 million. The acquisition has been approved by Bond programme the relevant regulatory authorities. The Abacus product Subsequent to the approval of the group’s R10 billion offering includes life and short-term insurance. Abacus domestic medium-term note programme by the JSE Limited provides insurance products via its subsidiaries to on 2 March 2020, senior unsecured floating rate notes customers of the JD Group and other group businesses. amounting to R1 billion were issued on 10 March 2020. The Effective 1 March 2020, 100% of the issued share capital bonds issued consist of R800 million three-year floating rate of Eezi Global Limited (Eezi) for a purchase price of GBP1. notes with a coupon rate of three-month JIBAR plus 159 bps Eezi offers similar products and services to Flash in the and R206 million five-year floating rate notes with a coupon European market and is included in the FinTech segment rate of three-month JIBAR plus 174 bps. Refer to note 22. as part of the Flash business. Interest-bearing loans and borrowings Effective 1 June 2020 and 1 September 2020 respectively, the group acquired S.P.C.C. and CODE for a combined The group benefited from proactive expense management, purchase price of R46 million. Both entities are retailers conservative credit granting, better-than-expected credit book of clothing and general merchandise. collections, the successful completion of an accelerated book-build and the issue of a bond programme. Refer to note The board is of the opinion that these acquisitions present 22 for further detail. The increased cash allowed the following: attractive investment opportunities that are aligned with the group’s strategy to grow through value-accretive acquisitions. early settlement of the R1.5 billion bridge loan facility that was due for repayment in August 2020; and 06 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
REPORT OF THE DIRECTORS continued for the year ended 30 September 2020
Directors note 22. Covenants were renegotiated to create further flexibility into the future. Refer to note 31.6 for further detail. The following changes in the directorate occurred during the year: Litigation report MJ Harris, an independent non-executive director, resigned The directors are not aware of any legal or arbitration on 19 February 2020. proceedings, including proceedings that are pending or Subsequent to year-end, J Naidoo’s term as chairman of the threatened, that may have or had in the recent past, being at board of directors came to an end, effective 30 November 2020 least the previous 12 months, a material effect on the group’s and he elected to not continue for another term. The board has financial results. Details of the earn-out dispute with the appointed WYN Luhabe as the new chairman, effective previous Tekkie Town management is set out in note 30.5. 1 December 2020. Corporate governance Particulars of the present directors are provided in note 32.3 The group complies with the Listings Requirements of the JSE of the annual financial statements. None of the directors have and, in all material respects, with the Code of Corporate long-term services contracts with the company or any of its Practice and Conduct published in the King IV Report on controlled entities. Corporate Governance™ for South Africa, 2016 (King IV™)*. Directors’ shareholding Auditor The directors’ shareholding was 306 226 659 The group’s auditor, PricewaterhouseCoopers Inc., will (2019: 302 518 994) shares. From 1 October 2020 to the continue in office in accordance with section 90(6) of the date of approval of the company’s consolidated financial Companies Act. statements, there were no dealings by directors in the company’s ordinary shares. Secretary Details of individual direct and indirect holdings are disclosed The company secretary’s responsibilities are fulfilled by in note 32.4. Pepkor Proprietary Limited. The board is satisfied that the company secretarial role is carried out by persons who have Events subsequent to the reporting the necessary competence, qualifications and experience, and date that there is an arm’s-length relationship between the The board is not aware of any significant events after the company secretarial function and the board members as reporting date that will have a material effect on the group’s required by JSE Listings Requirement 3.84(h). results or financial position as presented in these financial statements. Closing The group achieved exceptional results for the 2020 financial Distribution to ordinary shareholders year in a challenging and volatile trading environment. The No dividends have been declared for the year ended group’s defensive discount and value market positioning, 30 September 2020, in order to preserve cash in the current disciplined focus on customer needs and low cost of doing uncertain economic environment. business proved resilient in tough operating conditions as evidenced through continued market share gains in most of the Going concern retail brands. Pepkor’s strong corporate culture and execution ability ensured a swift response to the COVID-19 crises with The board of directors evaluated the going concern stores and supply chain reacting very quickly to the challenge. assumption as at 30 September 2020, taking into account the The positive trading performance since the reopening of stores current financial position and their best estimate of the cash has resulted in unprecedented levels of cash generation. This flow forecasts in terms of their current knowledge and contributed significantly to the reduction of net debt levels. The expectations of ongoing developments of the COVID-19 Pepkor board and management wish to thank our stakeholders pandemic. They considered it to be appropriate in the for their continued support. presentation of these financial statements.
The cash flows and liquidity projections of the group have been prepared for a period exceeding 12 months from the reporting Business address Postal address date and included performing sensitivity analyses based on 36 Stellenberg Road PO Box 6100 various scenarios. The group has made substantial progress in Parow Industria Parow East reducing net debt, strengthening its financial position. Refer to 7493 7501
* Copyright and trade marks are owned by the Institute of Directors in South Africa NPC and all of its rights are reserved. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 07 for the year ended 30 September 2020
AUDIT COMMITTEE REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2020
Introduction The audit and risk committee (the audit committee or the committee) is established as a statutory committee in terms of section 94(2) of the Companies Act, No. 71 of 2008, as amended (the Companies Act) and oversees audit and risk matters for Pepkor Holdings Limited and all its subsidiaries (the group), as permitted by section 94(2)(a) of the Companies Act.
The operation of the audit committee is guided by a formal detailed Terms of Reference (ToR) that is in line with the Companies Act, the JSE Listings Requirements, the King Report on Corporate Governance™ for South Africa, 2016 (King IV™) which has been approved by the company’s board. During the period under review, the committee has discharged its responsibilities as required by the ToR.
The committee is pleased to present its report for the financial period ended 30 September 2020. Membership The audit committee consists of three (3) members, who all are independent non-executive directors of the company and are as follows:
Director Designation Date appointed Qualifications
JB Cilliers Chairman 2018 AGM BAcc (Cum laude), BAcc Hons, CA(SA)
SH Müller Member 2018 AGM BAcc, BAcc (Hons), CA(SA), Sanlam EDP, IoD
F Petersen-Cook Member 16 April 2018 BBusSc (Act.Sc.), FIFoA, FASSA, PGDip (MgtPrac), CD(SA), IoDSA (Cert.Dir.)
The nomination committee and the board are satisfied that Meetings of the audit committee these members have the required knowledge and experience as The committee performs the duties required of it by section set out in section 94(5) of the Companies Act and regulation 42 94(7) of the Companies Act by holding meetings with the key of the Companies Regulations, 2011. The appointment of role players on a regular basis and by the unrestricted access committee members will be a matter for consideration by granted to the external auditor. Audit committee meetings are shareholders at the forthcoming annual general meeting (AGM). required to be held at least twice a year in terms of the ToR. The chief executive officer (CEO), chief financial officer (CFO), During the period under review, until 30 September 2020, the internal and external auditors, specialist members of the group committee held four (4) scheduled meetings. This was finance function, the financial directors of the main group augmented by several ad hoc interim meetings with limited businesses, and specialists contributing to combined agendas to consider specific matters. After financial year-end, assurance attended the audit committee meetings by the committee held a further scheduled meeting on invitation. In addition, the CFO of the controlling shareholder 17 November 2020, which was attended by all members of also attended the meetings by invitation. The company the committee. The attendance of the committee members secretary of the group acted as the secretary to this committee. for the period under review is recorded below:
Meeting date Nature of meeting JB Cilliers S Müller F Peterson-Cook
19 November 2019 Scheduled √ √ √
14 February 2020 Scheduled √ √ √
21 May 2020 Scheduled √ √ √
17 September 2020 Scheduled √ √ √
Note: A representative quorum for meetings shall be a majority of members present, which was attained at all meetings. 08 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
AUDIT COMMITTEE REPORT continued for the year ended 30 September 2020
Responsibilities of the audit oversee the development and regular review of a policy and plan for risk management and, recommending the committee same to the board for approval, monitor implementation The audit committee has the following specific responsibilities, of the policy and plan by means of risk management which must be undertaken in compliance with all applicable systems and processes; legislation, regulations and accounting practices, as amended/ review the group’s arrangements for its employees introduced from time to time and to ensure the application by to raise concerns, in confidence, about possible the committee of the relevant principles of King IV™: wrongdoing in financial or other matters and receive 1. Oversee integrated reporting and, in particular: reports on the investigation of such matters and the appropriate follow-up action; and have regard to all known factors and risks that may ensure that risk management assessments are impact on the integrity of the integrated report; performed on a continuous basis, that management review the annual financial statements, interim reports, continuously monitors risk and implements appropriate preliminary or provisional results announcements, risk responses. summarised integrated information and prospectuses, 6. External audit review and, in particular: trading statements and similar documents; review the principles, policies and practices adopted assess the suitability of the audit firm and designated in the preparation of the financial statements of the individual partner both when they are appointed for group and ensure that the financial statements of the the first time and thereafter annually for every re- group and any other formal announcements relating to appointment; the financial performance comply with all statutory and consider and make recommendations to the board, regulatory requirements as may be required; to be put to the shareholders for approval at the review the effectiveness of the internal financial AGMs of the company, in relation to the appointment, controls; and re-appointment and removal of the company’s independent external registered auditor in compliance in co-operation with the group social and ethics with the provisions of the Companies Act; committee, oversee the disclosure of sustainability issues in the integrated report to ensure that it does not review and approve the terms of engagement and audit conflict with the financial information. plan and approve the remuneration for the external audit; 2. Ensure that a combined assurance model is applied to provide a coordinated approach to all assurance activities meet with the external auditors and review the findings and, in particular, ensure that the combined assurance of the audit, including but not limited to any major received is appropriate to address all the significant risks issues that arose during the audit, disagreements facing the group. The committee shall also monitor the between management and the auditors, accounting relationship between the external assurance providers and and audit judgements and the level of errors identified the group. during the audit; verify and report on the independence of the external 3. Review the expertise, resources and experience of the auditor in the annual financial statements; company’s finance function, and satisfy itself annually as to the suitability of the expertise and experience of the CFO. establish and implement a policy for non-audit services provided by the external auditor and determine the level 4. Monitor and review the effectiveness of the internal audit of non-audit services provided by the external auditor function and, in particular, review and approve the annual that will require pre-approval by the committee; and internal audit plan, ensure that the internal audit function is ensure that there is a process for the committee to be subject to an independent quality review, as and when informed of any reportable irregularities (as identified appropriate, and obtain assurance as to whether the in the Auditing Profession Act, 2005) identified and internal audit function has adequate resources, skills and reported by the external auditor. qualifications and appropriate access to information to enable it to perform its function effectively. 7. To perform duties which are attributed to it by its mandate from the board, the Companies Act, the JSE Limited and 5. Oversee risk management and, in particular : regulatory requirements, and such other oversight consider financial reporting risks, internal financial functions as may be determined by the board. controls, fraud risks as they relate to financial reporting, IT risks as they relate to financial reporting and the risk of cybercrime; PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 09 for the year ended 30 September 2020
AUDIT COMMITTEE REPORT continued for the year ended 30 September 2020
Overview of activities of the audit Reporting committee Matters and risk areas pertaining to the 2020 consolidated During the year under review, the committee’s general annual financial statements: activities included the following: With reference to the group’s results for the current financial year, the committee, among others, paid specific attention to received and reviewed a quarterly business performance the matters highlighted below: review report presented by the CFO, assessing group and divisional operating performances, key financial indicators The COVID-19 pandemic, which has created economic pertaining to underlying drivers and considered indications uncertainty and weak projected macroeconomic activity. of unmitigated business risk; Careful consideration was given to management’s budgets and forecasts, given the uncertainty. These forecasts monitored compliance with the group’s foreign exchange directly impacted the goodwill and intangible asset forward cover policy, and monitored the board approved impairment assessments, IFRS 9 impairment assessments, borrowings limits, and external debt covenants; as well as the impairment of the right-of-use assets. These monitored the status quo of completion of tax returns and matters are discussed in further detail below. assessments for the group and its subsidiaries; Goodwill and indefinite life intangible asset impairment monitored the progress on the introduction of a more assessments of all operating segments resulted in simplified group structure through the deregistration impairment of the goodwill and other intangible assets of dormant subsidiaries and reduction of intermediate within the clothing and general merchandise segment as holding companies. This will, inter alia, assist in the result of constrained future growth expectations within reduction of legacy intercompany loans that causes tax the PEP Africa, Speciality and Tekkie Town divisions, as inefficiencies; well as the furniture, appliances and electronics segment. The value of the impairment as disclosed in the annual considered the effectiveness of internal audit, approved financial statements amounts to R4.8 billion. the three-year internal audit plan and monitored the adherence of internal audit to its annual plan; The IFRS 9-based expected credit loss models and the resultant provisioning on instalment sales, credit sales received and reviewed reports from both internal and through store cards and loans to customer books, as external auditors concerning the effectiveness of the disclosed in the annual financial statements. The effect of internal control environment, systems and processes; COVID-19 was further noted in the increase in expected credit reviewed the reports of both internal and external auditors losses (ECLs) due to uncertainty created by the pandemic. detailing their concerns arising out of their audits and The adoption of IFRS 16: Leases, in the current financial year, requested appropriate responses from management to which is disclosed in the accompanying annual financial ensure that their concerns were being addressed; statements. The group adopted the modified retrospective considered the independence and objectivity of the approach with no restatement of prior year results. external auditors and ensured that the scope of any The impairment assessment relating to the right-of-use additional services provided was not such that they could assets which are tested for impairment as part of the cash- be seen to have impaired their independence; generating unit (CGU) it relates to (i.e. retail store), when reviewed the governance over group information and indicators of impairment are identified. communication technology, including IT risk assessments; Provision for taxation, including deferred taxation, the reviewed the governance and ongoing development of factors impacting the effective rate of taxation, and the group risk management function, including review of remedial measures possible within the scope of taxation regulations of the countries within which the group is doing material risks the group is exposed to; business, which may improve the effective rate. The tax reviewed the group’s dividend policy, and made provisions were evaluated based on IFRIC 23: Uncertainty recommendations to the board in this regard; and over Income Tax Treatments. reviewed and recommended for adoption by the board, such Provision for slow-moving and obsolete stock, as well as financial information that is publicly disclosed which, for the ongoing levels of shrinkage. year, included the interim reports and consolidated financial Impairment of the asset held for sale to its fair value less statements for the year ended 30 September 2020. cost to sell and other closure cost provisions. In the sections that follow, more information is provided on The scope and extent of other general and specific the specific areas of responsibility of the committee. provisions recognised. Considered transactions for related-party disclosure, and the adequacy of the disclosure. 10 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
AUDIT COMMITTEE REPORT continued for the year ended 30 September 2020
The committee, in forming a view of the specific matters Internal audit highlighted, considered the opinion of the external auditors on The group’s internal audit function operates in terms of an all of these matters, in addition to that of management. No internal audit charter (which was reviewed by the committee differences of opinion were noted by the committee. during the year), and under the direction of the committee, The committee accordingly considers the group’s accounting which approves the scope of the work to be performed. policies, accounting practices and financial disclosures, as Internal audit’s activities are measured against that approved amended, to be appropriate. scope and an approved annual internal audit plan. The head of internal audit tables a progress report in this regard to the Internal controls audit committee at each meeting. Internal controls and systems have been designed to provide Internal audit is independent of all other organisational reasonable assurance as to the integrity and reliability of the functions and reports functionally to the audit and risk financial information represented in the financial statements, committee and administratively to the CFO. Internal audit has and to safeguard, verify and maintain the assets of the group. direct access to the audit and risk committee, primarily The systems of internal control are based on established through the chairman, as well as free and unrestricted access organisational structures, together with written policies and to all areas within the group. procedures, and provide for suitably qualified employees, The internal audit function maintains general conformance to segregation of duties, clearly defined lines of authority and the Institute of Internal Auditors’ (IIA’s) International accountability. They also include cost and budgeting controls, Standards for the Professional Practice of Internal Auditing and comprehensive management reporting. (Standards) and Code of Ethics. An audit quality assessment Nothing has come to the attention of the committee to review (QAR) programme is in place and is maintained by the indicate that any material breakdown in the functioning of the head of internal audit. group’s key internal control systems has occurred during the The group internal audit function adopts a risk-based audit period under review. approach and is responsible for providing assurance and consulting services on the adequacy of the internal control Combined assurance model environment across all the operating and support divisions The committee oversees that the assurance arrangements in of the group. The internal audit scope covers the significant place are effective. The combined assurance model financial, regulatory, operational and IT areas of each comprises management, the internal audit function, external operating division, and group support function. The internal audit services and other specialists contributing to combined audit plan has been informed by the group strategies, risk assurance. The committee is satisfied that these registers, comprehensive risk assessment, compliance arrangements are effective in providing a robust control requirements and input from management, the audit environment which enables the provision of reliable committee and external audit. information for decision-making purposes. The efforts of internal audit are aligned with those of the external auditor in order to integrate assurance activities for Evaluation of the finance function the group. Internal audit regularly interacts with the external As required by JSE Listings Requirement 3.84(h), as well as auditor on matters such as sharing audit plans, working the recommended practices as per King IV™, the committee papers and reports. The external auditor, as permitted, places has formally assessed the competence and performance of reliance on internal audit work performed. the CFO, and believes that he possesses the appropriate expertise and experience to meet his responsibilities. Significant findings are reported to both executive management and the committee, and corrective action is The manpower, roles and responsibilities, qualifications and taken to address identified internal control deficiencies. experience of senior members of the group finance function, Internal audit follows up on any significant audit findings to including the financial directors of the main group businesses, assess implementation of such agreed corrective actions. were also considered. Based on this assessment, the audit committee is satisfied with the expertise and adequacy of Financial year overview resources within the finance function and the experience of During the past financial year, the internal audit function was financial staff in this function. impacted by the COVID-19 pandemic and resultant lockdown, in line with the rest of the business. Some items on the The committee believes the group has appropriate financial internal audit plan were reprioritised or cancelled and replaced reporting procedures and is satisfied that these procedures with new items, to respond to new risks brought on by the are operating adequately. pandemic and work-from-home arrangements. The digital PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 11 for the year ended 30 September 2020
AUDIT COMMITTEE REPORT continued for the year ended 30 September 2020
transformation the internal audit function underwent in The new approach substantially reduced the time to verify preceding years enabled internal audit to function remotely property lease information. Through advanced analytics, during the lockdown, with a relatively minimal impact on internal audit identified numerous opportunities in business coverage and levels of assurance provided. units to reclaim unrecovered revenue, and through integrated robotics, the function saved more than 80 man-days per Internal audit covered key business processes, focusing on annum capturing manual data. known or anticipated areas of business risk. In addition, internal audit completed a number of special projects and Through the digital transformation initiative, audit teams are consulting engagements relating to key strategic initiatives, moving towards advanced analytics to leverage data-driven emerging risks, new regulation and the impact of the insights to deliver more proactive, effective and efficient COVID-19 pandemic on ways of working and business risks. assurance. Continuous monitoring capabilities are being This included reviews of Occupational Health and Safety, developed and will be launched within the function as well as cybersecurity (penetration tests and work-from-home network the business during 2021. security assessments), IFRS 16 property lease audits, an assessment of the impact of the Protection of Personal Performance and independence Information Act (POPIA), corporate governance (King IV™), The committee is satisfied with the effectiveness and ethics and fraud prevention, and project governance on the performance of the internal auditors and compliance with new SAP system implementation. their mandate.
The results of the reviews performed indicated that The committee is further of the view that the internal auditors governance and internal control systems and processes were have the necessary resources, budget, standing and authority generally adequate and reliable across the group, subject to to enable them to effectively discharge their functions. defined risk tolerance levels. No material instance of control Internal audit reported that there were no undue scope breakdown was identified. limitations or impairments to its independence. Digital transformation and advanced integrated analytics initiative Scope of risk-related oversight by the The internal audit function started with digital transformation audit and risk committee more than two years ago, with the implementation of The committee is responsible for overseeing risk management cloud-based internal audit management software. This in the group. This function includes regular review of: software platform, coupled with established analytic tools, the group risk analysis and major business and operational has enabled the function to be fully digitally enabled since risks reported, including actions to mitigate those risks, then. New tools and technologies have since been and opportunities inherent to such risks (reported on in implemented to facilitate planning, communication and more detail below); collaboration internally and externally. As a result, the function insurance strategy, adequacy and cost of insurance cover, successfully transitioned its workforce to work remotely and claims experience; material legal claims against and during the COVID-19 pandemic. by the group, and potential exposure based on advice A digital strategy is in place and is continuously refined and of the group’s legal counsel, and taken in account in the improved. In contemplating next-generation internal auditing, assessment of provisions raised; principles such as agility, dynamic and real-time assessment reported occurrences of fraud; although numerous of risks and controls, and the effective leveraging of data have occurrences were reported, especially in the store been adopted. Advantages of this mindset have been environment, the impact and frequency were not assessed magnified during the novel coronavirus crisis. Annual risk as abnormal, and no material frauds were brought to the assessments, for instance, have become almost redundant. attention of the committee, nor are the overall amounts The process has been structured to be more dynamic and reported viewed as material or significant; even real-time to respond to risks as quickly as they change, regulatory compliance (reported on in more detail below); and to provide the assurance needed from internal audit. and The internal audit function has embraced enabling technology, IT governance and risk management (reported on in more which includes robotic process automation (RPA), integration detail below). with geographic information system (GIS) data, and advanced integrated analytics. This drives the delivery of more efficient Risk management audits, deeper insights and increased risk assurance. For example, the property lease audit conducted this year The focus of risk management is centred on establishing a incorporated advanced data extraction and RPA technology. common risk management framework based on ISO 31000. 12 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
AUDIT COMMITTEE REPORT continued for the year ended 30 September 2020
The board, through the audit and risk committee, has the annual identification, evaluation and reporting of the prioritised risk management at an operational level to ensure material group risks. The bottom-up approach delivers the that risk management and control activities are effectively quarterly operational risk report, which presents the material implemented, monitored and reported to the appropriate risks per operating segment. The group prescribes strict governance structures. minimum standards for the control environment and regularly deploys internal and independent audit teams to test control The adoption of the Pepkor risk management framework has effectiveness across operating entities. Failure to implement provided a group-wide view of the operations’ key risks, the significant/key controls within set time frames is escalated to strategic group risks, as well as interrelated risks that have a the operational executive management and/or the group audit compounding effect on the overall group risk profile. A formal and risk committee. risk appetite and tolerance has been defined and each operation continues to develop and enhance their risk management Risk retention and transfer strategy activities. The group will continue to drive risk management The risk retention and transfer strategy continues to be initiatives to identify significant threats and opportunities. evaluated to identify opportunities for alternative risk transfer During the past year, the focus remained on refining risk appetite structures, which may improve risk retention and reduce risk and tolerance thresholds, completing operational risk transfer costs. This has become an increasingly significant assessments, developing a robust risk management cost as corporates continue to experience escalating methodology and nomenclature, evaluating material risks across insurance costs. Incident management by operations support each risk category, and enhancing risk management assurance. the identification of potential exposures and emerging trends, and informs decision-making for enhanced mitigation Risk management oversight, activities for losses, where the frequency of incidents implementation and assurance continues to rise. Incidents are investigated by operational The group risk management framework is designed to ensure management, internal and/or independent teams to identify that effective oversight, implementation and assurance of risk and rectify any current and future exposure of the group. management and control systems are achieved throughout the Significant events, resilience and future group. The audit and risk committee serves as a combined oversight structure mandated by the board to monitor risk considerations management activities. Operational risk management forums The COVID-19 pandemic and lockdown initiated by are held regularly to discuss prevailing and emerging risks, as governments across the world caused significant disruption to well as to consider effective risk treatment plans. the supply chain and forced the digitisation of business activities, as well as stakeholder engagement practices across The audit and risk committee is committed to improving risk the group. The underlying operations proved to be resilient and management and achieving Pepkor’s strategic objectives in resumed operations by adopting new ways of working. We accordance with the requirements of King IV™. Each operating continue to monitor emerging risks and the long-term impact of entity is mandated to adopt and implement a risk the pandemic on an industry and country-wide basis. management methodology to ensure risks are effectively identified, evaluated, mitigated, monitored and The consolidation of risk management information across a communicated. The methodology ensures that regular risk decentralised group provides valuable insights into the risk management assessments are completed by each operation. management and control activities. Material risks are consolidated and assessed to identify interconnected risks. This approach ensures that risk management is continuously Risk management is a key agenda point at the divisional being embedded in business activities and decision-making executive committee meetings and the increased awareness processes at all levels of the group. The Pepkor risk appetite is translating into more focus around business continuity and tolerance thresholds provide a common risk initiatives. The COVID-19 crisis has further highlighted the nomenclature and set impact guidelines for each category of importance of good risk management as part of good risk (Strategic, Operational, Financial, Compliance, strategic and business management. Sustainability, Health and Safety, Business Continuity and Disaster Recovery). Executive management are held Risk management assurance accountable by the group audit and risk committee for Risk management plays an important role in the combined designing, implementing and monitoring the systems and assurance efforts of the group and serves as a second line of processes underpinning risk management. assurance to the board audit and risk committee. Internal Risk management approach audit regularly engages with operational management and group risk management to discuss current and emerging risks Risks are identified from both a bottom-up and top-down and use the operational risk registers and reports as an input perspective. The primary output of the top-down approach is for the internal audit requirements. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 13 for the year ended 30 September 2020
AUDIT COMMITTEE REPORT continued for the year ended 30 September 2020
Regulatory compliance IT governance maturity for each division is measured through self-assessments against those COBIT objectives The group legal and compliance function is responsible for selected for initial focus, combined with a gap analysis to the day-to-day management of regulatory compliance, identify the necessary improvements to move to the next including coordinating the identification and management of level of maturity, and/or increase maturity levels towards compliance risk and identifying and assessing compliance the ideal target state. The maturity assessments are obligations, including legislative updates and reporting. Each business manages its own specific regulatory compliance reported to the committee for consideration. risk, with oversight and support from group legal and Cybersecurity risk in particular has been reduced through compliance. Reporting from the various business units on enhanced systems, and no weaknesses have been litigation and compliance takes place on at least a quarterly identified during the latest external penetration tests basis and is reported to the audit committee. performed in each division. Further key initiatives are underway across the group to further reduce the risk. The group’s compliance officer provides a regular written report to the audit committee as substantive compliance The process maturity for disaster recovery (DR) processes assurance. For the period under review, the regulatory across the group has shown significant improvement compliance universe for the Pepkor group has remained from last year, due to a concerted effort during the year to stable. There have been no material fines or penalties as a implement more robust DR processes and systems. result of statutory or regulatory contraventions. Businesses across the group continue to resolve consumer complaints External audit adequately and, where complaints are received from Audit fees regulators and industry ombudsmen, it is dealt with in a timely manner and with acceptable outcomes. The committee, in consultation with executive management, has agreed to the audit fee for the 2020 financial year. The fee New regulatory developments are monitored by the group is considered appropriate for the work that could reasonably compliance function and presented for discussion and have been foreseen at that time. A breakdown of the audit, awareness at regular meetings with representation from all audit-related and non-audit fees for the financial year is the businesses. This includes regulatory developments in summarised as follows: countries besides South Africa. Description of service
IT governance and risk management Audit services and other assurance-related IT governance in the group is premised on decentralised services (Rm) 35.3 operating divisions being responsible for decisions relating to Non-audit services (R’000) 3.9 IT within an agreed strategic framework, supported at group level through enablement and support, the building of capacity Total audit and non-audit services (R’000) 39.2 where required, and facilitation of initiatives where possible. Non-audit services policy Divisional strategic IT projects and change portfolios are There is a formal policy governing approval of non-audit managed through IT steering committees in each division, in services provided by the appointed external auditors. The policy co-operation with each division’s Exco. Strategic alignment outlines the procedure that governs the process whereby the and prioritisation within each divisional portfolio are achieved external auditor is considered for the provision of non-audit through these steering committees. IT risks are managed services, and each engagement for such work is reviewed in through continuous risk assessment and monitoring, and risk accordance with this policy and approval procedures. registers are updated quarterly within each division. The non-audit services policy adopted clearly defines Pepkor IT, a business unit within the Central Services division, is prohibited non-audit services, non-audit services permitted an enabler of business, providing IT services through a shared under general pre-approval, and non-audit services services model. Pepkor IT currently manages the IT functions permissible only under specific pre-approval. on behalf of the clothing and general merchandise segment of the group only. The furniture, appliances and electronics, The committee is satisfied that the non-audit services building materials, and FinTech segments have their own provided by the external auditors are at a level that has not integrated IT functions serving their respective businesses. compromised their independence. Progress made during the year included the following: Effectiveness and quality of the external The group chose COBIT 5 as an overarching framework for audit process IT governance and process maturity, which is at varying The committee assesses the effectiveness and quality of the levels of implementation within each division. external audit process by considering, among others: 14 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
AUDIT COMMITTEE REPORT continued for the year ended 30 September 2020
the extent and focus of the external audit plan submitted audit process, and the assurances obtained on qualification for and discussed by the auditor; appointment, the committee recommends to the board and assessment of key audit matters disclosed by the external shareholders that PwC be re-appointed as the independent auditors in the external audit plan submitted to the external auditor, and that, in terms of the regulations and committee; policies governing rotation of designated auditors, Mr Dawid de Jager be appointed as the designated auditor the nature of the aspects reported on to the audit for the 2021 financial year. committee by the auditor; the quality of the discussions with the external auditor Going concern regarding audit, accounting and reporting matters at audit The audit committee has reviewed a documented committee meetings; and assessment, including key assumptions, prepared by the ongoing progress towards the completion of the audit. financial function on the going concern status of the group. The external auditor was given the opportunity to engage at The board’s statement on the going concern status of the each meeting with the audit committee members without group, as supported by the audit committee, is contained in management being present, if deemed necessary. In addition, the report of the directors. the committee chairman privately meets with the auditors prior to the final meeting of the committee after year-end to facilitate Financial statements confidential inputs on audit progress and matters of sensitivity. The audit committee has evaluated the consolidated financial The committee can report that it is satisfied with the statements for the year ended 30 September 2020, and considers effectiveness and quality of the external audit. that they comply, in all material aspects, with the requirements of the Companies Act and International Financial Reporting Independence of the external auditor Standards. The committee has therefore recommended the The committee has to satisfy itself that the auditors of Pepkor financial statements for approval to the board. The board has and its subsidiaries (PwC) are independent as defined by the subsequently approved the financial statements, which will be Companies Act. This was assessed through, inter alia, open for discussion at the forthcoming AGM. consideration of:
the composition of the auditor’s total fees and Functioning of the audit and risk remuneration earned from the group from its appointment, committee and its materiality in relation to the audit firm’s overall fees The committee has performed a self-evaluation in order to generated from its national client base; assess the efficiency of its operations. Overall, the committee is the quantum and nature of non-audit services performed; satisfied that it has discharged its duties efficiently and that it has the existence of an audit partner rotation process; functioned in accordance with its ToR for the 2020 financial year. the auditor’s confirmation that they remain independent All members of the audit committee meet the independence as required by section 94(8) of the Companies Act and the requirements. relevant provision in the JSE Listings Requirements; and the existence of any relationships between the auditor and Recognition the group which may impede the auditor’s independence. To conclude, I wish to express my gratitude to the other Based on the above assessment, the audit committee is members of the audit committee for their invaluable inputs, satisfied that PwC is independent of the group. advice and support. My thanks also to the CFO, all Pepkor finance function staff, the financial directors of the main Recommendation on appointment for 2020 group businesses, our internal and external auditors, and all financial year other contributors to the combined assurance process, for The audit committee has satisfied itself that PwC and the enabling the audit committee to execute its mandate. designated audit partner remain accredited by the JSE for 2021. The committee is also satisfied with the last inspection findings of the IRBA as presented by PwC.
The committee has further established that no reportable irregularities (as identified in the Auditing Profession Act, 2005) have been identified and reported by the external auditor. JB Cilliers Audit and risk committee chairman On the basis of the assessment of independence, the 15 December 2020 assessment of the effectiveness and quality of the external PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 15 for the year ended 30 September 2020
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF PEPKOR HOLDINGS LIMITED FOR THE YEAR ENDED 30 SEPTEMBER 2020
Report on the audit of the the consolidated statement of cash flows and separate consolidated and separate financial statement of cash flows for the year then ended; and the notes to the financial statements, which include a statements summary of significant accounting policies. Our opinion Basis for opinion In our opinion, the consolidated and separate financial We conducted our audit in accordance with International statements present fairly, in all material respects, the Standards on Auditing (ISAs). Our responsibilities under those consolidated and separate financial position of Pepkor standards are further described in the Auditor’s Holdings Limited (the company) and its subsidiaries (together responsibilities for the audit of the consolidated and separate the group) as at 30 September 2020, and its consolidated and financial statements section of our report. separate financial performance and its consolidated and separate cash flows for the year then ended in accordance We believe that the audit evidence we have obtained is with International Financial Reporting Standards and the sufficient and appropriate to provide a basis for our opinion. requirements of the Companies Act of South Africa. Independence What we have audited We are independent of the group in accordance with the Pepkor Holdings Limited’s consolidated and separate Independent Regulatory Board for Auditors’ Code of financial statements set out on pages 23 to 130 comprise: Professional Conduct for Registered Auditors (IRBA Code) and the consolidated statement of financial position and other independence requirements applicable to performing separate statement of financial position as at audits of financial statements in South Africa. We have 30 September 2020; fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical the consolidated income statement and separate income requirements applicable to performing audits in South Africa. statement for the year then ended; The IRBA Code is consistent with the corresponding sections the consolidated statement of comprehensive income and of the International Ethics Standards Board for Accountants’ separate statement of comprehensive income for the year International Code of Ethics for Professional Accountants then ended; (including International Independence Standards). the consolidated statement of changes in equity and separate statement of changes in equity for the year then ended; 16 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF PEPKOR HOLDINGS LIMITED continued for the year ended 30 September 2020
Our audit approach Overview Overall group materiality Overall group materiality: R179 million, which represents 5% of consolidated profit before taxation from continuing operations adjusted for significant one-off impairment charges. Materiality Group audit scope Full scope audits were performed for all individually significant components; Audits or specified procedures were performed for components that are financially significant in Group scoping aggregate with other components; and Analytical procedures were performed over the remaining non-significant components. Key audit matters Key audit matters Impairment assessments in respect of goodwill, indefinite life intangible assets and investments in subsidiary companies Tax liability for uncertain tax obligations Right-of-use asset impairment assessments
As part of designing our audit, we determined materiality and assurance whether the financial statements are free from assessed the risks of material misstatement in the material misstatement. Misstatements may arise due to fraud consolidated and separate financial statements. In particular, or error. They are considered material if individually or in we considered where the directors made subjective aggregate, they could reasonably be expected to influence the judgements; for example, in respect of significant accounting economic decisions of users taken on the basis of the estimates that involved making assumptions and considering consolidated financial statements. future events that are inherently uncertain. As in all of our Based on our professional judgement, we determined certain audits, we also addressed the risk of management override of quantitative thresholds for materiality, including the overall internal controls, including among other matters, group materiality for the consolidated financial statements as consideration of whether there was evidence of bias that a whole as set out in the table below. These, together with represented a risk of material misstatement due to fraud. qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit Materiality procedures and to evaluate the effect of misstatements, both The scope of our audit was influenced by our application of individually and in aggregate on the financial statements as materiality. An audit is designed to obtain reasonable a whole.
Overall group materiality R179 million
How we determined it 5% of consolidated profit before taxation from continuing operations adjusted for significant one-off impairment charges.
Rationale for the materiality We chose consolidated profit before taxation from continuing operations as the benchmark because, benchmark applied in our view, it is the benchmark against which the performance of the group is most commonly measured by users and is a generally accepted benchmark. Consolidated profit before taxation from continuing operations was adjusted to exclude the impact of one-off impairment charges as disclosed in note 4.1 (Capital items, From continuing operations, Impairment) to the consolidated financial statements. We chose 5%, which is consistent with quantitative materiality thresholds used for profit-oriented companies in this sector. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 17 for the year ended 30 September 2020
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF PEPKOR HOLDINGS LIMITED continued for the year ended 30 September 2020
How we tailored our group audit scope by us, as the group engagement team and by component auditors from other PwC network firms operating under our We tailored the scope of our audit in order to perform instruction, in order to issue our audit opinion on the sufficient work to enable us to provide an opinion on the consolidated financial statements of the group. Where the work consolidated financial statements as a whole, taking into was performed by component auditors, we determined the account the structure of the group, the accounting processes level of involvement necessary in the audit work at those and controls, and the industry in which the group operates. components to be able to conclude whether sufficient Our scoping assessment included consideration of the appropriate audit evidence has been obtained as a basis for our financial significance of the group’s components as well as opinion on the consolidated financial statements as a whole. the sufficiency of work planned to be performed over material Detailed group audit instructions were communicated to all consolidated financial statement line items. We identified two components in scope and the group engagement team was financially significant components in the group, namely PEP involved in determining the audit approaches adopted in and Ackermans, both divisions of Pepkor Trading Proprietary relation to significant risk areas. Throughout the audit, various Limited. We performed full scope audits for these discussions were held with the component auditors and we components. Based on indicators such as the contribution to inspected component auditors’ working papers relating to consolidated revenue and consolidated profit before taxation, areas of significant risks in the consolidated financial we also included several other components in the scope of statements. our group audit. For these components, we performed a combination of full scope audits, audit of balances and/or classes of transactions, analytical review procedures and Key audit matters specified audit procedures. The remainder of the components Key audit matters are those matters that, in our professional were insignificant to the group, individually and in aggregate. judgement, were of most significance in our audit of the consolidated and separate financial statements of the current The above, together with additional procedures performed at period. These matters were addressed in the context of our the group level, including substantive procedures over the audit of the consolidated and separate financial statements consolidation process, gave us sufficient and appropriate as a whole, and in forming our opinion thereon, and we do not audit evidence to form an opinion on the consolidated provide a separate opinion on these matters. financial statements as a whole.
In establishing the overall approach to the group audit, we determined the extent of the work that needed to be performed 18 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF PEPKOR HOLDINGS LIMITED continued for the year ended 30 September 2020
Key audit matter How our audit addressed the key audit matter Impairment assessments in respect of goodwill, Our audit procedures included testing of the principles, indefinite life intangible assets and investments in integrity and mathematical accuracy of the group’s discounted subsidiary companies cash flow models. The details of these audit procedures are This key audit matter relates to both the listed below: consolidated and separate financial statements. Through inspection of relevant documentation and The group’s net assets include a significant amount of discussions, we assessed management’s judgements goodwill amounting to R37.3 billion, and trade and brand relating to the allocation of goodwill and indefinite life names amounting to R17.6 billion classified as indefinite life intangible assets to the lowest level at which it is being intangible assets, allocated to groups of cash-generating monitored. units (CGUs). Please refer to note 9 (Goodwill) and note 10 We utilised our internal valuations expertise to test the (Intangible assets) to the consolidated financial statements. principles of management’s calculation for each model. We The company holds investments in subsidiary companies challenged key inputs in the calculations which included amounting to R59.6 billion (refer to note 5 to the separate the discount rate, long-term growth rate and short- to financial statements). medium-term revenue growth rate by comparing them to Management performs annual impairment tests to assess approved business plans and independent market and the recoverability of the carrying value of goodwill and economic data. We noted no material differences and, indefinite life intangible assets. The recoverable amount of based on our work performed, accepted the key inputs the CGUs to which goodwill has been allocated is based on used by management. fair value less cost of disposal calculations, determined In assessing management’s forecasts, we evaluated using discounted cash flow models. sales and margin forecasts by comparing it to the past performance of each of the groups of CGUs. We Based on their impairment assessments and calculations, considered the extent and appropriateness of the impact management recognised impairment losses of R4.7 billion of the COVID-19 pandemic and lockdown restrictions on against goodwill relating to the clothing and general the market-related assumptions through discussions with merchandise and R103 million against indefinite life management and our valuation specialists. We further intangible assets relating to the furniture, appliances and assessed management’s forecasts by testing the most electronics groups of CGUs. Management recognised an sensitive assumptions (assumptions to which the outcome impairment of R8.6 billion in the separate financial of the impairment test could have the most significant statements pertaining to investment in subsidiary effect on the determination of the recoverable amount) and companies. found it to be within acceptable ranges. No further impairment losses were recognised to goodwill We performed independent sensitivity calculations on and indefinite life intangible assets in relation to the other the impairment assessments where no impairments groups of CGUs. were recognised, to assess the degree by which the key We considered this area to be a matter of most significance assumptions needed to change in order to trigger an to our current year audit due to the following: impairment. The results of our sensitivity analyses were consistent with management’s conclusions. the significant judgement and key assumptions applied by Investments in subsidiary companies: management in performing the impairment assessments, which included the discount rate, long-term growth rate, In addition to the work described above, we compared the medium-term revenue growth rate and future cash flows; carrying values of the investments in the subsidiary and companies to the respective recoverable amounts of the the magnitude of the related goodwill and indefinite life underlying subsidiaries, as tested by us as part of the intangible asset balances. impairment assessment of the relevant groups of CGUs. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 19 for the year ended 30 September 2020
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF PEPKOR HOLDINGS LIMITED continued for the year ended 30 September 2020
Key audit matter How our audit addressed the key audit matter Tax liability for uncertain tax obligations Making use of our tax expertise, we performed the following This key audit matter relates to the consolidated procedures: financial statements only. We challenged management’s judgement of the most The group operates across numerous jurisdictions which probable outcome by considering alternative views have differing tax legislation. and probability factors in terms of assessing tax risks, legislative developments, tax regulations, contingencies Determination of the amounts which should be recognised and the recognition thereof. for uncertain tax liabilities is subject to management’s judgement, including consideration of regulations by various We performed sensitivity analyses around the key tax authorities. Taxation positions are provided for based on assumptions, such as probability, used in management’s either the most probable outcome method or the expected assessments and the calculation of the tax liability. value of the taxation position for each type of taxation Making use of the information obtained as referred to exposure. above, we independently calculated an expected range in respect of the group’s tax liability. Based on the results of Determining the tax liability amount that should be our evaluation, we accepted management’s estimation, recognised for uncertain tax positions for the group was taking into account the significant judgement involved in considered to be a matter of most significance to our current management’s assessment. year audit due to the significant judgement applied by management in the application of existing tax laws in each jurisdiction and in accordance with relevant tax regulations.
Tax liabilities for uncertain tax obligations are provided for in current income tax liabilities as disclosed in the consolidated statement of financial position.
Refer to ‘Income taxation provisions’ accounting policy, included in the significant judgements and estimates note to the consolidated financial statements. 20 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF PEPKOR HOLDINGS LIMITED continued for the year ended 30 September 2020
Key audit matter How our audit addressed the key audit matter Right-of-use asset impairment assessments Our audit procedures included testing of the principles, This key audit matter relates to the consolidated integrity and mathematical accuracy of the group’s discounted financial statements only. cash flow models. The group adopted IFRS 16: Leases during the current The details of these audit procedures are listed below: reporting period commencing 1 October 2019, using a We assessed the group’s policy, which sets out the modified retrospective approach with no restatement of prior conditions considered by management as impairment period reported results. indicators, against the requirements of International The effect of adopting IFRS 16 resulted in recognition of Accounting Standard (IAS) 36: Impairment of Assets. right-of-use assets of R12.7 billion on date of transition, and The purpose of this assessment was to evaluate the R10.8 billion as at 30 September 2020. impairment indicators for the CGUs (e.g. loss-making retail store) to be tested for impairment and the application of Right-of-use assets are tested for impairment as part of the the group’s policy on the portfolio of retail stores. CGU it relates to (i.e. retail store) when indicators of impairment are identified and periodically reduced by the We challenged key inputs in the calculations which impairment losses, if required. The recoverable amount of included the discount rate and short- to medium-term the CGU is determined by way of a value-in-use calculation, growth rate over the period of the lease by comparing them determined using discounted cash flow models. to approved business plans and independent market data. We noted no material differences. Based on their impairment assessments and calculations, We utilised our internal valuations expertise to assess the management recognised impairment losses of R235 million reasonability of the discount rate by comparing this to from continuing operations against right-of-use assets. independent market data and inspection of the valuation Refer to the accounting policies note, note 4.1 (Capital items, methodologies used by management. Based on our work From continuing operations, Impairment) and note 12 performed, we noted that the discount rate fell within an (Right-of-use assets) to the consolidated financial acceptable range and accepted the valuation methodology statements. applied.
We considered this area to be a matter of most significance We assessed the completeness and accuracy of to our current year audit due to the following: disclosures with reference to the requirements of IFRS 16. No material differences were noted. the significant judgement and key assumptions applied by management in performing the impairment assessments, which included consideration of impairment trigger, discount rate and medium-term growth rates; and the magnitude of the related right-of-use asset balances.
Other information Our opinion on the consolidated and separate financial statements does not cover the other information and we do The directors are responsible for the other information. The not and will not express an audit opinion or any form of other information comprises the information included in the assurance conclusion thereon. document titled ‘Pepkor Holdings Limited consolidated and separate annual financial statements for the year ended In connection with our audit of the consolidated and separate 30 September 2020’, which includes the report of the directors, financial statements, our responsibility is to read the other the audit committee report and the secretary certification as information identified above and, in doing so, consider required by the Companies Act of South Africa, which we whether the other information is materially inconsistent with obtained prior to the date of this auditor’s report, and the other the consolidated and separate financial statements or our sections of the document titled ‘Pepkor Holdings Limited knowledge obtained in the audit, or otherwise appears to be integrated report 2020’, which is expected to be made materially misstated. available to us after that date. The other information does not include the consolidated or the separate financial statements If, based on the work we have performed on the other and our auditor’s report thereon. information that we obtained prior to the date of this auditor’s PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 21 for the year ended 30 September 2020
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF PEPKOR HOLDINGS LIMITED continued for the year ended 30 September 2020
report, we conclude that there is a material misstatement of intentional omissions, misrepresentations, or the override this other information, we are required to report that fact. We of internal control. have nothing to report in this regard. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are Responsibilities of the directors for appropriate in the circumstances, but not for the purpose the consolidated and separate of expressing an opinion on the effectiveness of the financial statements group’s and the company’s internal control. Evaluate the appropriateness of accounting policies used The directors are responsible for the preparation and fair and the reasonableness of accounting estimates and presentation of the consolidated and separate financial related disclosures made by the directors. statements in accordance with International Financial Reporting Standards and the requirements of the Companies Conclude on the appropriateness of the directors’ use of Act of South Africa, and for such internal control as the the going concern basis of accounting and, based on the directors determine is necessary to enable the preparation of audit evidence obtained, whether a material uncertainty consolidated and separate financial statements that are free exists related to events or conditions that may cast from material misstatement, whether due to fraud or error. significant doubt on the group’s and the company’s ability to continue as a going concern. If we conclude that In preparing the consolidated and separate financial a material uncertainty exists, we are required to draw statements, the directors are responsible for assessing the attention in our auditor’s report to the related disclosures group and the company’s ability to continue as a going in the consolidated and separate financial statements or, concern, disclosing, as applicable, matters related to going if such disclosures are inadequate, to modify our opinion. concern and using the going concern basis of accounting Our conclusions are based on the audit evidence obtained unless the directors either intend to liquidate the group and/or up to the date of our auditor’s report. However, future the company or to cease operations, or have no realistic events or conditions may cause the group and/or company alternative but to do so. to cease to continue as a going concern. Auditor’s responsibilities for the audit Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, of the consolidated and separate including the disclosures, and whether the consolidated financial statements and separate financial statements represent the underlying transactions and events in a manner that achieves fair Our objectives are to obtain reasonable assurance about presentation. whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due Obtain sufficient appropriate audit evidence regarding the to fraud or error, and to issue an auditor’s report that includes financial information of the entities or business activities our opinion. Reasonable assurance is a high level of within the group to express an opinion on the consolidated assurance, but is not a guarantee that an audit conducted in financial statements. We are responsible for the direction, accordance with ISAs will always detect a material supervision and performance of the group audit. We misstatement when it exists. Misstatements can arise from remain solely responsible for our audit opinion. fraud or error and are considered material if, individually or in We communicate with the directors regarding, among other the aggregate, they could reasonably be expected to influence matters, the planned scope and timing of the audit and the economic decisions of users taken on the basis of these significant audit findings, including any significant consolidated and separate financial statements. deficiencies in internal control that we identify during our audit. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism We also provide the directors with a statement that we have throughout the audit. We also: complied with relevant ethical requirements regarding independence, and to communicate with them all Identify and assess the risks of material misstatement relationships and other matters that may reasonably be of the consolidated and separate financial statements, thought to bear on our independence, and where applicable, whether due to fraud or error, design and perform audit actions taken to eliminate threats or safeguards applied. procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a From the matters communicated with the directors, we basis for our opinion. The risk of not detecting a material determine those matters that were of most significance in the misstatement resulting from fraud is higher than for one audit of the consolidated and separate financial statements of resulting from error, as fraud may involve collusion, forgery, the current period and are therefore the key audit matters. We 22 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF PEPKOR HOLDINGS LIMITED continued for the year ended 30 September 2020
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on other legal and regulatory requirements In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that PricewaterhouseCoopers Inc. has been the auditor of Pepkor Holdings Limited for three years.
PricewaterhouseCoopers Inc. Director: D de Jager Registered auditor Stellenbosch 15 December 2020 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 23 for the year ended 30 September 2020
CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 September 2020
Consolidated income statement Year ended Year ended 30 September 30 September 2019¹ 2020 Restated² Notes Rm Rm Revenue 2 63 679 61 454 Cost of sales (41 237) (39 055) Gross profit 22 442 22 399 Operating income 3.9 703 887 Operating expenses² 3 (11 323) (14 421) Debtors’ costs 3.7 (1 670) (1 126) Operating profit before depreciation, amortisation and capital items 10 152 7 739 Depreciation and amortisation (3 628) (1 195) Operating profit before capital items 6 524 6 544 Capital items 4 (5 140) (60) Operating profit 1 384 6 484 Finance costs 5 (3 138) (1 704) Finance income 5 219 129 (Loss)/profit before associated income (1 535) 4 909 Share of net profit of associate 13 2 – (Loss)/profit before taxation (1 533) 4 909 Taxation² 6 (1 293) (1 674) (Loss)/profit from continuing operations (2 826) 3 235 Loss from discontinued operations 7 (208) (1 074) (Loss)/profit for the year (3 034) 2 161 (Loss)/profit attributable to: Owners of the parent (3 034) 2 160 Non-controlling interests – 1 (Loss)/profit for the year (3 034) 2 161 Earnings per share (cents) Total basic earnings per share from continuing operations 8 (80.3) 93.8 Total basic earnings per share from discontinued operations 8 (5.9) (31.1) Total basic earnings per share 8 (86.2) 62.6 Total diluted earnings per share from continuing operations 8 (79.4) 93.2 Total diluted earnings per share from discontinued operations 8 (5.9) (30.9) Total diluted earnings per share from operations 8 (85.3) 62.2
1 Prior year comparatives have been reclassified for the effect of the discontinued operation as detailed in note 7. 2 Prior year comparatives have been restated due to the adoption of IFRIC 23. Refer to adoption of new or revised standards for further detail. 24 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Consolidated statement of comprehensive income Year ended Year ended 30 September 30 September 2020 20191 Notes Rm Rm (Loss)/profit from continuing operations (2 826) 3 235 Loss from discontinued operations (208) (1 074) (Loss)/profit for the year (3 034) 2 161 Other comprehensive (OCI) income/(loss) from continuing operations Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operations (112) (69) Net fair value gain on cash flow hedges 31.3 1 231 427 Net fair value loss on cash flow hedges transferred to inventory 31.3 (928) (532) Deferred taxation on cash flow hedges (39) 37 Exchange differences from translation of net investment in foreign operations – 12 Taxation on exchange differences from translation of net investment in foreign operations – (5) Total other comprehensive income/(loss) for the year, net of taxation 152 (130) Other comprehensive income/(loss) from discontinued operations Exchange differences on translation of foreign operations 23 (217) Other comprehensive profit/(loss) for the year, net of taxation 23 (217) Total comprehensive (loss)/income for the year (2 859) 1 814 Total comprehensive (loss)/income attributable to: Owners of the parent (2 859) 1 813 Non-controlling interests – 1 Total comprehensive (loss)/income for the year (2 859) 1 814 Total comprehensive (loss)/income for the year attributable to owners of the parent arises from: Continuing operations (2 674) 3 104 Discontinued operations (185) (1 291) Total comprehensive (loss)/income for the year (2 859) 1 813
1 Prior year comparatives have been reclassified for the effect of the discontinued operation as detailed in note 7. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 25 for the year ended 30 September 2020
CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Consolidated statement of financial position 30 September 30 September 2019 2020 Restated1 Notes Rm Rm
ASSETS Non-current assets Goodwill 9 37 280 41 865 Intangible assets 10 18 028 17 979 Property, plant and equipment 11 5 176 5 466 Right-of-use assets 12 10 770 – Interest in associate 13 52 50 Investments and loans 14 108 174 Loans to customers 17 81 154 Deferred taxation assets 15 2 468 1 242 73 963 66 930 Current assets Trade and other receivables 16 6 157 6 809 Loans to customers 17 1 335 1 669 Insurance and reinsurance receivables 19.2 9 – Inventories 18 10 729 13 825 Current income taxation assets 284 363 Cash and cash equivalents 5 241 3 925 23 755 26 591 Assets classified as held for sale 20 4 060 – 27 815 26 591 Total assets 101 778 93 521 EQUITY AND LIABILITIES Total equity attributable to equity holders of the parent 53 207 56 592 Non-controlling interests 9 6 Total equity 53 216 56 598 Non-current liabilities Interest-bearing loans and borrowings 22 12 520 15 508 Lease liabilities 23 13 021 – Employee benefits 24 86 89 Deferred taxation liabilities 15 3 933 4 037 Provisions¹ 25 91 91 Trade and other payables 26 – 461 29 651 20 186 Current liabilities Trade and other payables 26 10 754 11 792 Insurance and reinsurance payables 19.3 49 – Employee benefits 24 794 942 Current income taxation liabilities¹ 2 018 1 480 Provisions 25 175 173 Interest-bearing loans and borrowings 22 – 1 510 Financial guarantees 31.6 – 491 Lease liabilities 23 2 064 – Bank overdrafts and short-term facilities 241 347 16 095 16 735 Liabilities associated directly with non-current assets classified as held for sale 20 2 816 2 18 911 16 737 Total equity and liabilities 101 778 93 521
1 Prior year comparatives have been restated due to the adoption of IFRIC 23. Refer to adoption of new or revised standards for further detail. 26 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 27 for the year ended 30 September 2020 for the year ended 30 September 2020
CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Consolidated statement of changes in equity Foreign Total equity currency Share-based Changes in Common attributable to Stated Retained translation payment non-controlling control Hedging Other owners of the Non-controlling capital earnings reserve reserve interests reserve reserve reserves parent interests Total Notes Rm Rm Rm Rm Rm Rm Rm Rm Rm Rm Rm Balance at 30 September 2018 64 690 2 668 (546) 239 (16) (11 755) 270 76 55 626 3 55 629 Total comprehensive income/(loss) for the year – 2 160 (279) – – – (68) – 1 813 1 1 814 Profit for the year – 2 160 – – – – – – 2 160 1 2 161 Recognised in other comprehensive income Foreign exchange movement from translation of net investment in foreign operations – – 12 – – – – – 12 – 12 Taxation effect of foreign exchange differences relating to net investment – – (5) – – – – – (5) – (5) Foreign exchange differences on translation of foreign operations – – (286) – – – – – (286) – (286) Net fair value gain on cash flow hedges 31.3 – – – – – – 427 – 427 – 427 Net fair value gain on cash flow hedges transferred to inventory 31.3 – – – – – – (532) – (532) – (532) Taxation effect on gain in cash flow hedges – – – – – – 37 – 37 – 37 Dividends paid – (959) – – – – – – (959) (3) (962) Shares bought from non-controlling interests – – – – – – – – – 5 5 Share-based payment expense – – – 108 – – – – 108 – 108 Transfer due to share scheme reversal1 – 213 – (204) – – – 9 – 9 Transactions with non-controlling interests – – – – (5) – – – (5) – (5) Balance at 30 September 2019 64 690 4 082 (825) 143 (21) (11 755) 202 76 56 592 6 56 598 Effect of adopting IFRS 16: Leases, net of taxation2 – (2 640) – – – – – – (2 640) – (2 640) Restated balance at 30 September 2019 64 690 1 442 (825) 143 (21) (11 755) 202 76 53 952 6 53 958 Transfer between reserves relating to internal restructures – 54 – – 22 – – (76) – – – Total comprehensive loss/(income) for the year – (3 034) (89) – – – 264 – (2 859) – (2 859) Loss for the year – (3 034) – – – – – – (3 034) – (3 034) Recognised in other comprehensive income – – (89) – – – 264 – 175 – 175 Scrip dividend/dividends paid 646 (721) – – – – – – (75) (4) (79) Share issued through accelerated book-build 1 898 – – – – – – – 1 898 – 1 898 Share-based payment expense – – – 126 – – – – 126 – 126 Release of FCTR reserve on disposal of discontinued operations 7.3 – – 165 – – – – – 165 – 165 Transactions with non-controlling interests – – – – – – – – – 7 7 Balance at 30 September 2020 67 234 (2 259) (749) 269 1 (11 755) 466 – 53 207 9 53 216
1 The cumulative reserve of R204 million at 30 September 2018, including the settlement payable of R7 million, has been transferred to retained earnings as the share scheme was determined unlikely to vest. Refer to note 27. 2 The group applied IFRS 16: Leases using the modified retrospective approach, by recognising the cumulative effect of initially applying IFRS 16 as an adjustment to the opening balance of equity on date of initial application on 1 October 2019 (refer to: adoption of new or revised standards). 28 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Consolidated statement of cash flows Year ended Year ended 30 September 30 September 2019 2020 Restated1 Notes Rm Rm CASH FLOWS FROM OPERATING ACTIVITIES Cash generated from operations 28 12 912 4 086 Dividends paid (79) (962) Finance cost paid (3 066) (1 599) Finance income received 213 147 Taxation paid (1 313) (1 116) Net cash inflow from operating activities 8 667 556 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment 11 (1 456) (1 572) Additions to intangible assets 10 (237) (145) Proceeds on disposal of property, plant and equipment and intangible assets 20 57 Claw back on acquisition of business 52 26 Acquisition of business, net of cash and cash equivalents acquired 29 (86) – Decrease in related-party loan and receivables – 56 Financial guarantee settled (519) – Decrease in short-term investments and loans 39 52 Increase in investments and loans in equity accounted companies – (50) Net cash outflow from investing activities (2 187) (1 576) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from share issued through accelerated book-build 1 898 – Transactions with non-controlling interests 20 – Amounts received/(amounts paid) on bank overdrafts and short-term facilities 72 (21) Amounts paid on long-term interest-bearing loans and borrowings 22.4 (9 017) (173) Amounts received on long-term interest-bearing loans and borrowings 22.4 6 020 – Amounts paid on short-term interest-bearing loans and borrowings 22.4 (1 509) – Amounts received on short-term interest-bearing loans and borrowings – 1 500 Principle lease liability repayments (2 033) – Net cash (outflow)/inflow from financing activities (4 549) 1 306 NET INCREASE IN CASH AND CASH EQUIVALENTS 1 931 286 Effects of exchange rate translations on cash and cash equivalents 14 (196) Cash and cash equivalents at beginning of the year 3 925 3 835 CASH AND CASH EQUIVALENTS AT END OF THE YEAR 5 870 3 925
1 Prior year comparatives have been restated due to the adoption of IFRIC 23. Refer to adoption of new or revised standards for further detail. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 29 for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES for the year ended 30 September 2020
Statement of compliance Judgements made by management in the application of IFRS that have a significant effect on the financial statements and The consolidated and separate annual financial statements estimates with a significant risk of material adjustment in the have been prepared in accordance with IFRS and its next financial year are discussed under judgements and interpretations adopted by the International Accounting estimates. Standards Board (IASB), the South African Institute of Chartered Accountants (SAICA), Financial Reporting Guides Fair value is the price that would be received to sell an asset as issued by the Accounting Practices Committee, Financial or paid to transfer a liability in an orderly transaction between Pronouncements as issued by the Financial Reporting market participants at the measurement date, regardless of Standards Council (FRSC), the requirements of the Companies whether that price is directly observable or estimated using Act and the JSE Listings and Debt Listings Requirements. another valuation technique. In estimating the fair value of an asset or a liability, the group takes into account the Basis of preparation characteristics of the asset or liability if market participants would take those characteristics into account when pricing The consolidated and separate annual financial statements the asset or liability at the measurement date. Fair value for are prepared on the historical cost and going concern bases, measurement and/or disclosure purposes in these annual except where otherwise indicated. The presentation and financial statements is determined on such a basis, except for functional currency is the South African rand, rounded to the share-based payment transactions that are within the scope nearest million, except where otherwise indicated. of IFRS 2: Share-based Payments, leasing transactions that The preparation of financial statements in conformity with are within the scope of IAS 17: Leases in the prior financial IFRS requires management to make judgements, estimates year, and measurements that have some similarities to fair and assumptions that may affect the application of policies value but are not fair value, such as net realisable value in and reported amounts of assets, liabilities, income and IAS 2: Inventories or value in use in IAS 36: Impairment of expenses. The estimates and associated assumptions are Assets. based on historical experience and various other factors that In addition, for financial reporting purposes, fair value are believed to be reasonable under the circumstances, the measurements are categorised into level 1, 2 or 3 based on the results of which form the basis of making the judgements degree to which the inputs to the fair value measurements are about carrying values of assets and liabilities that are not observable and the significance of the inputs to the fair value readily apparent from other sources. measurement in its entirety, which are defined as follows: The financial statements are prepared under the historical cost Level 1 inputs are quoted prices (unadjusted) in active convention adjusted for the effects of inflation where entities markets for identical assets or liabilities that the entity can operate in hyperinflationary economies and for the revaluation assess at the measurement date. of certain financial instruments to fair value. During the year, the Angolan economy was considered in accordance with the Level 2 inputs are inputs, other than quoted prices included accounting principles set out in IAS 29: Financial Reporting in in level 1, that are observable for the asset or liability, either Hyperinflationary Economies, and has been considered to be directly or indirectly. out of hyperinflation for the 2020 and 2019 financial years. The Level 3 inputs are unobservable inputs for the asset or Zimbabwean economy was deemed to be in hyperinflation for liability. the 2020 and 2019 financial years, but the effect thereof has The material accounting policies applied by the group and the been assessed to be immaterial for the group. company, as well as accounting policies where IFRS allows The estimates and underlying assumptions are reviewed on choice, are set out below and have been applied consistently an ongoing basis. Revisions to accounting estimates are to the periods presented in these consolidated annual recognised in the period in which the estimate is revised if the financial statements, except where stated otherwise. revision only affects that period, or in the period of the The accounting policies have been applied consistently by all revision and future periods if the revision affects both current the group entities. and future periods. 30 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020
Basis of preparation – common control On acquisition, the assets, liabilities and contingent liabilities transactions of a subsidiary are measured at their fair value at the date of acquisition. Any difference between the cost of acquisition IFRS do not provide guidance on the accounting for common and the group’s share of the net identifiable assets, liabilities control transactions. In the absence of specific guidance and contingent liabilities, fairly valued, is recognised and relating to common control transactions, entities should treated in terms of the group’s accounting policy for goodwill. select an appropriate accounting policy using the hierarchy All intergroup assets, liabilities, equity, income, expenses and described in IAS 8: Accounting policies, Changes in Accounting cash flows relating to transactions between group entities are Estimates and Errors. The hierarchy permits the consideration eliminated. of pronouncements of other standard-setting bodies. Non-controlling interests in the net assets (excluding The acquisition by the group of Pepkor Holdco group, SA goodwill) of consolidated subsidiaries are identified Poco Retail Proprietary Limited, JD Group Proprietary Limited separately from the group’s equity therein. Non-controlling and Tekkie Town Proprietary Limited from Steinhoff in 2017 interests consist of the amount of those interests at the date meets the definition of a common control transaction as all of the original business combination and the non-controlling the combining entities are ultimately controlled by the same interests’ share of changes in equity since the date of the party, being Steinhoff, before and after the combination, and combination (the proportionate share method). that control is not transitory. Subsequently, any losses applicable to the non-controlling The group accounted for the common control transaction by interests are allocated to the non-controlling interests even if applying the predecessor method, that is the assets and this results in the non-controlling interests having deficit liabilities of the acquired entities are stated at their balances. predecessor carrying amounts, being the carrying amount of these assets and liabilities in Steinhoff’s consolidated Consolidation of a subsidiary begins when a company obtains financial statements. control over a subsidiary and ceases when the company loses control over the subsidiary. The transaction was accounted for retrospectively as though the group was always in existence, using the results from the Contingent consideration date that each entity joined the group, where such a date is Contingent consideration is measured at fair value at each later. reporting date, and changes in fair value are recognised in No new goodwill arises on the transaction. Instead, any profit or loss. difference between the value of the shares issued and the Premiums and discounts arising on aggregate book value of the assets and liabilities of the acquired entities at the date of the transaction is included in a subsequent purchases from, or sales to common control reserve within equity. non-controlling interests in subsidiaries Any increases or decreases in ownership interest in Earnings per share, diluted earnings subsidiaries without a change in control are recognised as per share and headline earnings per equity transactions. The carrying amounts of the group’s interests and the non-controlling interests are adjusted to share reflect the changes in their relative interests in the The calculation of the weighted average number of shares subsidiaries. Any differences between the amount by which weighed the shares issued in terms of IAS 33: Earnings per the non-controlling interests are adjusted and the fair value of share. the consideration paid or received are recognised directly in equity and attributed to owners of the company. Basis of consolidation Associate companies Subsidiaries The company’s investments in the ordinary shares of its Subsidiaries are entities controlled by the group (including associates are carried at cost less impairment losses. structured entities). An investor controls an investee when the Purchases and sales of these investments are recognised on investor is exposed, or has rights, to variable returns from its the trade date at cost, including transaction costs. involvement with the investee and has the ability to affect those returns through its power over the investee. In Associates are those entities over which the group exercises assessing control, substantive rights relating to an investee significant influence but not control. Significant influence is are taken into account. For a right to be substantive, the presumed to exist when the group holds between 20% and holder must have the practical ability to exercise that right. 50% of the voting rights of another entity. The group’s investments in associates are accounted for using the equity PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 31 for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020
method and are initially recognised at cost. Investments in combination occurs, the group reports provisional amounts associates include goodwill identified on acquisition, net of for the items for which the accounting is incomplete. Those any accumulated impairment losses. provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to The group’s share of post-acquisition profit or loss and its reflect new information obtained about facts and share of post-acquisition movements in OCI are recognised in circumstances that existed at the acquisition date that, if the statement of comprehensive income and in OCI known, would have affected the amounts recognised at that respectively, with a corresponding adjustment to the carrying date. amount of the investment, from the date that significant influence commences until the date that significant influence ceases. When the group’s share of losses in an associate Intangible assets equals or exceeds its investment in the associate, the group Intangible assets that are acquired by the group are stated at does not recognise further losses, unless it has incurred legal cost less accumulated amortisation and impairment losses. If or constructive obligations or made payments on behalf of an intangible asset is acquired in a business combination, the the associate. cost of that intangible asset is measured at its fair value at the acquisition date. Goodwill All business combinations are accounted for by applying the Computer software acquisition method. Goodwill arising on the acquisition of a Computer software acquired from external suppliers is initially subsidiary represents the excess of the aggregate recognised at cost. Computer software development costs consideration transferred, non-controlling interest in the are capitalised if the recognition criteria outlined below under acquisition and in business combinations achieved in stages, Research and development are met. the acquisition-date fair value of the acquirer’s previously held equity interest in the acquiree, over the group’s interest in the Research and development net fair value of the identifiable assets, liabilities and Research costs are expensed as incurred. Development costs contingent liabilities of the subsidiary recognised at the date are recognised as an expense in the period in which they are of acquisition. Goodwill is initially recognised as an asset at incurred unless the technical feasibility of the asset has been cost and is subsequently measured at cost less any demonstrated and the intention to complete and utilise the accumulated impairment losses. An impairment loss in asset is confirmed. Capitalisation commences when it can be respect of goodwill is not reversed. Gains on bargain demonstrated how the intangible asset will generate probable purchases arising on acquisition are recognised directly as future economic benefits, that it is technically feasible to capital items in profit or loss. Refer to significant judgements complete the asset, that the intention and ability to complete and estimates note, capital items (use of adjusted measures), and use the asset exist, that adequate financial, technical and for the treatment of the impairment. other resources to complete the development are available and the costs attributable to the process or product can be Goodwill is allocated to groups of CGUs and is tested annually identified separately and measured reliably. Where for impairment, or more frequently when there is an indication development costs are recognised, it has a finite useful life that the unit may be impaired. If the recoverable amount of and is amortised over its useful life on a straight-line basis the CGU is less than the carrying amount of the unit, the and is tested for impairment if indications of impairment impairment loss is allocated first to reduce the carrying exist. amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata on the basis of the carrying Subsequent expenditure amount of each asset in the unit. Subsequent expenditure on capitalised intangible assets is On disposal of a subsidiary, the attributable amount of capitalised only when it increases the future economic goodwill is included in the determination of the profit or loss benefits embodied in the specific asset to which it relates. on disposal. All other expenditure is expensed as incurred. Measurement period adjustments are adjustments that arise Amortisation from additional information obtained during the Amortisation of intangible assets is recognised in profit or ’measurement period’ (which cannot exceed one year from loss on a straight-line basis over the assets’ estimated useful the acquisition date) about facts and circumstances that lives, unless such lives are indefinite. An intangible asset is existed at the acquisition date. regarded as having an indefinite useful life when, based on If the initial accounting for a business combination is analysis of all relevant factors, there is no foreseeable limit to incomplete by the end of the reporting period in which the the period over which the asset is expected to generate net 32 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020
cash inflows. Intangible assets with indefinite useful lives and If a contract is assessed to be, or contains, a lease, the group intangible assets not yet available for use are not amortised recognises a right-of-use asset and corresponding lease but are tested annually for impairment, or more often when liability at the lease commencement date over the lease term. there is an indication that the asset may be impaired. The group determines the lease term as the non-cancellable period of a lease, including any beneficial occupation periods, Other intangible assets are amortised from the date they are and assesses if the lessee is reasonably certain to exercise available for use. an option available on a lease to extend or terminate the Trade and brand names Indefinite lease. Software and enterprise resource planning Management exercises judgement to assess the likelihood of (ERP) systems 1 – 8 years whether a lessee is reasonably certain to exercise an option The amortisation methods, estimated useful lives and to extend a lease, or not to exercise an option to terminate a residual values are reassessed annually, with the effect of any lease. The lease term will not include any renewal options changes in estimate being accounted for on a prospective where there is no reasonable certainty that the lease will be basis. renewed until the option is exercised. Leases Right-of-use assets are initially measured at cost, which is made up of the initial measurement of the lease liabilities, any Where the group is the lessee initial direct costs incurred by the group, and any lease (until 30 September 2019) payments made in advance of the lease commencement date, Leases of assets under which a significant portion of the risks less any lease incentives received. Right-of-use assets are and rewards of ownership are effectively retained by the subsequently measured at cost, less accumulated lessor are classified as operating leases. Certain premises depreciation and impairment losses, and adjusted for any and other assets are leased. Payments made in respect of remeasurement of the related lease liabilities. The recognised operating leases with a fixed escalation clause are charged to right-of-use assets are depreciated on a straight-line basis the statement of comprehensive income on a straight-line over the shorter of the useful life or lease term as noted basis over the lease term. All other lease payments are above. Right-of-use assets are tested for impairment as part expensed as they become due. Incentives paid to enter into a of the CGU it relates to (i.e. retail store) when indicators of lease agreement are expensed in the statement of impairment are identified and are periodically reduced by the comprehensive income as operating lease expense over the impairment losses, if required. lease term. Minimum rentals due for the non-cancellable Lease liabilities are initially measured at the present value of periods after year-end are reflected under commitments. future lease payments discounted using the discount rate When an operating lease is terminated before the lease period implicit in the lease or, where this has not been stipulated, the has expired, any payment required to be made to the lessor by group’s incremental borrowing rate. The lease payments way of penalty is recognised as an expense and any include fixed payments less any lease incentives receivable, unamortised portion of the fixed escalation lease accrual is variable lease payments that are based on an index or rate, recognised in the statement of comprehensive income in the and amounts expected to be paid under residual value period in which termination takes place. guarantees. The lease payments also include the exercise Where the group is the lessee price of a purchase option reasonably certain to be exercised by the group and payments of penalties for terminating a (from 1 October 2019) lease, if the group exercises the option to terminate. Variable The group’s main leasing activities relate to that of retail lease payments, that do not depend on an index or a rate, are stores, office space and distribution centres. On entering a recognised as an expense in the period in which the event or contract, the group assesses whether a contract is, or condition that triggers the payment occurs. contains, a lease based on the definition of a lease as per The incremental borrowing rate is the rate of interest that a IFRS 16: Leases. The criteria to assess a contract include lessee would have to pay to borrow over a similar term, and whether a contract involves the use of an identified asset, the with a similar security, the funds necessary to obtain an asset group has the right to obtain substantially all of the economic of a similar value to the right-of-use asset in a similar benefits from the use of the asset throughout the period in economic environment. use, and the group has the right to direct the use of the asset. The group then allocates the consideration in the contract to Lease liabilities are subsequently measured at amortised cost each lease component on the basis of its stand-alone price. using the effective interest method and reduced by future The group has applied the practical expedient not to reassess lease payments net of interest charged. It is remeasured, with any contract entered into before the initial recognition date. a corresponding adjustment to right-of-use assets, when there PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 33 for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020 is a change in future lease payments resulting from a rent Subsequent costs review, change in relevant index or rate, such as inflation, or The group recognises in the carrying amount of an item of change in the group’s assessment of whether it is reasonably property, plant and equipment the cost of replacing part of certain to exercise a renewal or termination option and thus a such an item when the cost is incurred, if it is probable that change in lease term. The lease liability is remeasured by additional future economic benefits embodied within the item discounting the revised lease payments using a revised will flow to the group and the cost of such item can be discount rate when there is a change in the lease terms. The measured reliably. Costs of the day-to-day servicing of remeasurement results in a corresponding adjustment to the property, plant and equipment are recognised in profit or loss carrying amount of right-of-use assets, with the difference as an expense when incurred. recorded in profit or loss if the carrying amount of right-of-use assets has been reduced to zero. Depreciation Where the group is the lessor Depreciation is recognised in profit or loss on a straight-line basis at rates that will reduce the book values to estimated Portions of owner-occupied properties and leased properties residual values over the estimated useful lives of the assets. are leased or subleased under operating leases. The owner- occupied properties are included in property, plant and Land is not depreciated. Leasehold improvements on equipment in the statement of financial position. Rental premises occupied under operating leases are written off over income in respect of operating leases with a fixed escalation their expected useful lives or, where shorter, the term of the clause is recognised on a straight-line basis over the lease relevant lease. term. Incentives received to enter into a lease agreement are The depreciation methods, estimated useful lives and residual released to the statement of comprehensive income as values are reassessed annually, with the effect of any changes operating lease income over the lease term. All other rental in estimate being accounted for on a prospective basis. income is recognised as it becomes due. When an operating lease is terminated before the lease period has expired, any Management determines the estimated useful lives, residual payment received from the lessee by way of penalty is values and the related depreciation charges at acquisition. recognised as income and any unamortised portion of the The estimates are reviewed at each reporting date. If fixed escalation lease accrual is recognised in the statement appropriate, adjustments are made and accounted for of comprehensive income in the period in which termination prospectively as a change in estimate: takes place. The group did not need to make any adjustments Buildings 5 – 50 years to the accounting for assets held as lessor as a result of Computer equipment 2 – 4 years adopting IFRS 16: Leases. Motor vehicles 4 – 10 years Office equipment 3 – 16 years Property, plant and equipment Furniture and fittings 3 – 10 years
Owned assets Until 30 September 2019: Assets held under finance leases Property, plant and equipment are stated at cost to the group, are depreciated over their expected useful lives on the same less accumulated depreciation and impairment losses. basis as owned assets or, where shorter, the term of the Leased assets (until 30 September 2019) relevant lease. Leases that transfer substantially all the risks and rewards of Effect of hyperinflation ownership of the underlying asset to the group are classified In the current year, PEP Africa’s Angolan operations were as finance leases. All other leases are classified as operating assessed in accordance with the criteria stipulated in IAS 29: leases. Assets acquired in terms of finance leases are Financial Reporting in Hyperinflationary Economies and, based capitalised at the lower of fair value and the present value of on the factors indicated under judgements, concluded that the the minimum lease payments at inception of the lease. country was no longer considered in a hyperinflationary The capital element of future obligations under the leases is economy. During the prior year, PEP Africa’s operations in included as a liability in the statement of financial position. Angola were reported in accordance with IAS 29: Financial Lease payments are allocated using the effective interest Reporting in Hyperinflationary Economies following its method to determine the lease finance costs, which are classification as a hyperinflationary economy. Contributing charged against income over the lease period, and the capital less than 1% to group revenue, the classification did not repayment, which reduces the liability to the lessor. significantly affect Pepkor’s results in the prior year, increasing operating profit by R35 million. 34 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020
Taxation Inventories Current taxation Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the Income taxation on the profit or loss for the year comprises ordinary course of business, less the estimated costs of current and deferred taxation. Income taxation is recognised completion and selling and distribution expenses. in profit or loss except to the extent that it relates to items Merchandise, raw materials and consumables are initially recognised directly in OCI or equity, in which case it is recognised at cost, determined using the weighted average recognised directly in OCI or equity. cost formula. Current taxation is the expected taxation payable on the The cost of inventories includes expenditure incurred in taxable income for the year, using taxation rates enacted or acquiring the inventories and bringing them to their existing substantially enacted at the reporting date, and any location and condition. The cost of inventory is the net of: adjustment to taxation payable in respect of previous years. invoice price of merchandise, insurance, freight; customs Deferred taxation duties, an appropriate allocation of distribution costs between Deferred taxation is provided for using the statement of distribution centres and stores, trade discounts, advertising financial position liability method in respect of temporary and other rebates and settlement discounts. differences arising from differences between the carrying Where necessary, the carrying amounts of inventory are amount of assets and liabilities for financial reporting adjusted for shrinkage, obsolescence and markdowns. purposes and the amounts used in the computation of taxable income. The following temporary differences are not provided Insurance receivables and payables for: goodwill not deductible for taxation purposes; the initial recognition of assets or liabilities that affect neither Classification accounting nor taxable profit; and differences relating to Insurance contracts are those contracts that transfer investments in subsidiaries to the extent that they will not significant risk. The group defines significant insurance risk reverse in the foreseeable future. as the possibility of having to pay benefits on the occurrence of an insured event in terms of the cover given to the insured. Deferred taxation liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, Contracts entered into with reinsurers under which the group’s except where the group is able to control the reversal of the insurer is compensated for losses on contracts issued by it temporary differences and it is probable that the temporary and that meet the requirements for insurance contracts are differences will not reverse in the foreseeable future. classified as reinsurance contracts held. Insurance contracts entered into by the group’s insurer under which the contract Deferred taxation assets and liabilities are offset when there holder is another insurer (inward reinsurance) are included is a legally enforceable right to set off current taxation assets with insurance contracts. against current taxation liabilities and when they relate to income taxes levied by the same taxation authority and the Initial recognition and measurement group intends to settle its current taxation assets and liabilities on a net basis. Insurance receivables Insurance receivables are recognised when due and Deferred taxation assets and liabilities are measured at the measured on initial recognition at the fair value of the taxation rates that are expected to apply in the period in which consideration received or receivable. Subsequent to initial the liability is settled or the asset realised, based on the recognition, insurance receivables are measured at amortised taxation rates (and taxation laws) that have been enacted or cost, using the effective interest rate method. The carrying substantively enacted by the reporting date. The value of insurance receivables is reviewed for impairment measurement of deferred taxation liabilities and assets using the general expected credit loss (ECL) model, with the reflects the taxation consequences that would follow from the impairment loss recorded in the income statement. Insurance manner in which the group expects, at the reporting date, to receivables are derecognised when the derecognition criteria recover or settle the carrying amount of its assets and for financial assets have been met. liabilities.
A deferred taxation asset is recognised only to the extent that Insurance payables it is probable that future taxable profits will be available Insurance contract liabilities include the outstanding claims against which the asset will be utilised. Deferred taxation provision and the provision for unearned premiums. The assets are reduced to the extent that it is no longer probable outstanding claims provision is based on the estimated that the related taxation benefit will be realised. ultimate cost of all claims incurred but not settled at the PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 35 for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020 reporting date, whether reported or not, together with related Share-based payment transactions claims handling costs. The liability is calculated at the reporting date using a range of standard actuarial claim Equity settled projection techniques, based on empirical data and current The fair value of the share rights granted to employees is assumptions that may include a margin for adverse deviation. recognised as an employee expense with a corresponding The liability is not discounted for the time value of money. No increase in equity. The fair value is measured at grant date provision is recognised for equalisation or catastrophe and is expensed over the period during which the employees reserves. The liabilities are derecognised when the obligation are required to provide services in order to become to pay a claim expires, is discharged or is cancelled. unconditionally entitled to the equity instruments. The fair value of the instruments granted is measured using the Monte The provision for unearned premiums represents that portion Carlo simulation model, taking into account the terms and of premiums received or receivable that relates to risks that conditions on which the instruments are granted. At the end have not yet expired at the reporting date. The provision is of each period, the entity revises its estimates of the number recognised when contracts are entered into and premiums are of share rights that are expected to vest based on the charged. It is brought to account as premium income over the non-market vesting and service conditions. It recognises the term of the contract in accordance with the pattern of impact of the revision to original estimates, if any, in profit or insurance service provided under the contract. loss, with a corresponding adjustment to equity. Non-current assets held for sale and Group share-based payment transactions discontinued operations Transactions in which a parent grants rights to its equity Non-current assets and disposal groups are classified as held instruments directly to the employees of its subsidiaries are for sale if their carrying amount will be recovered principally classified as equity settled in the financial statements of the through a sale transaction rather than through continuing use. subsidiary as the entity does not have the obligation to settle This condition is regarded as met only when the sale is highly the share-based payment transaction. probable and the asset (or disposal group) is available for The subsidiary recognises the services acquired with the immediate sale in its present condition. Management must be share-based payment as an expense and recognises a committed to the sale, which should be expected to qualify for corresponding increase in equity representing a capital recognition as a completed sale within one year from the date contribution from the parent for those services acquired. The of classification. These assets may be a component of an parent recognises in equity the equity-settled share-based entity, a disposal group or an individual non-current asset. On payment and recognises a corresponding increase in the initial classification as held for sale, non-current assets and investment in subsidiary. disposal groups are recognised at the lower of its carrying amount and fair value less costs to sell. A recharge arrangement exists whereby the subsidiary is required to fund the difference between the exercise price on A discontinued operation is a component of the group’s the share rights and the market price of the share at the time business that represents a separate major line of business or of exercising the right. The recharge arrangement is geographical area of operation, or a subsidiary acquired accounted for separately from the underlying equity-settled exclusively with a view to resell. Classification as a share-based payment as follows on initial recognition: discontinued operation occurs on disposal or when the operation meets the criteria to be classified as held for sale. The subsidiary recognises a share scheme settlement provision at fair value, using cash-settled share-based Share capital payment principles; and Dividends The parent recognises a corresponding share scheme settlement asset at fair value and a corresponding Non-discretionary dividends on preference shares are adjustment to the carrying amount of the investment in the recognised as a liability and recognised as an interest expense subsidiary. using the effective interest method. Other dividends are Subsequent to initial recognition, the recharge arrangement is recognised as a liability in the period in which they are declared. remeasured at fair value at each subsequent reporting date until settlement date to the extent vested. At each reporting date, the unvested rights are adjusted by the number of rights forfeited during the year, to reflect the actual number of instruments outstanding. Where the settlement provision recognised is greater than the initial capital contribution recognised by the subsidiary in respect of the share-based 36 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020
payment, the excess is recognised as a net capital distribution Foreign currency to the parent. The amount of the settlement asset in excess of the capital contribution recognised as an increase in the Foreign currency transactions investment in subsidiary is deferred and recognised as The presentation currency of the group and the company’s dividend income by the parent when settled by the subsidiary. annual financial statements is the South African rand. Certain individual companies in the group have different functional Provisions currencies and are translated on consolidation. Transactions Provisions are recognised when the group has a present in currencies other than the functional currency of entities are constructive or legal obligation as a result of a past event, and initially recorded at the rates of exchange ruling on the dates when it is probable that it will result in an outflow of economic of the transactions. Monetary assets and liabilities benefits that can be reasonably estimated. denominated in such currencies are translated at the rates ruling on the reporting date. Foreign exchange differences If the effect is material, provisions are determined by arising on translation are recognised in profit or loss. discounting the expected future cash flows that reflect Non-monetary assets and liabilities that are measured in current market assessments of the time value of money and, terms of historical cost in a foreign currency are translated where appropriate, the risks specific to the liability. using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign Warranties currencies that are stated at fair value are translated at rates A provision for warranties is recognised when the underlying ruling at the dates the fair value was determined. products or services are sold. The provision is based on historical warranty data and a weighting of all possible Financial statements of foreign operations outcomes against their associated probabilities. The assets and liabilities of all foreign operations, including goodwill and fair value adjustments arising on consolidation, Financial guarantees are translated at rates of exchange ruling at the reporting date. The revenues and expenses of foreign operations are Financial guarantee contracts issued by the group are those translated at rates approximating the foreign exchange rates contracts that require a payment to be made to reimburse the ruling at the date of the transactions. holder for a loss it incurs because the specified party fails to make a payment when it becomes due, in accordance with the Foreign exchange differences arising on translation are terms of a debt instrument. The liability is initially measured recognised in OCI and aggregated in the foreign currency at fair value and subsequently at the higher of the amount translation reserve (FCTR). The FCTR applicable to a foreign determined in accordance with the expected credit loss model operation is released to profit or loss as a capital item on under IFRS 9: Financial Instruments and the amount initially disposal of that foreign operation. recognised less, where appropriate, the cumulative amount of The results and the financial position of group entities that are income recognised in accordance with the principles of accounted for as entities that operate in hyperinflationary IFRS 15: Revenue from Contracts with Customers. Intragroup economies and that have a functional currency that is financial guarantees are eliminated on consolidation. different from the presentation currency of the group are translated into the presentation currency of its immediate Restructuring parent at the exchange rates ruling at the reporting date. A provision for restructuring is recognised when the group has approved a detailed and formal restructuring plan, and the Hyperinflation restructuring has either commenced or has been announced The results and the financial position, including comparative publicly. Future operating costs are not provided for. amounts, of group entities whose functional currencies are the currencies of hyperinflationary economies are adjusted in Dilapidation and onerous contracts terms of the measuring unit current at the end of the reporting (until 30 September 2019) period. A provision for dilapidation and onerous contracts is As the presentation currency of the group is that of a recognised when the expected benefits to be derived by the non-hyperinflationary economy, comparative amounts are not group from a contract are lower than the unavoidable cost of adjusted for changes in the price level or exchange rates in meeting the obligation under the contract. the current year. Differences between these comparative amounts and the hyperinflation-adjusted equity opening balances are recognised in OCI. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 37 for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020
The carrying amounts of non-monetary assets and liabilities attributable to the acquisition or issue of the financial asset or are adjusted to reflect the change in the general price index financial liability, except for those classified as fair value from the date of acquisition to the end of the reporting period. through profit or loss, where the transaction costs are An impairment loss is recognised in profit or loss if the recognised immediately in profit or loss. restated amount of a non-monetary item exceeds its Financial assets are classified into the following specified estimated recoverable amount. categories: financial assets ’at fair value through profit or loss’ Gains or losses on the net monetary position are recognised (FVTPL), ’at fair value through other comprehensive income’ in profit or loss and included in operating profit. (FVTOCI) and ’loans and receivables at amortised cost’. The classification depends on the entity’s business model for All items recognised in the statement of comprehensive managing the financial assets and the contractual terms of income are restated by applying the change in the general the cash flows. price index from the dates when the items of income and expenses were initially earned or incurred. Financial liabilities are classified as either financial liabilities at FVTPL or financial liabilities at amortised cost. At the beginning of the first period of application, the components of owners’ equity, except retained earnings, are Classification and measurement restated by applying a general price index from the dates the Financial assets at FVTPL components were contributed or otherwise arose. These The group classifies financial assets at FVTPL when the restatements are recognised in OCI. Restated retained assets are held within a different business model other than earnings are derived from all other amounts in the restated ’hold to collect’, unless the group has elected to classify an statement of financial position. equity instrument at FVTOCI. Financial assets where At the end of the first period and in the subsequent periods, all contractual cash flows are not solely payments of principal components of owners’ equity are restated by applying a and interest are also recognised as FVTPL irrespective of general price index from the beginning of the period or the business model. All derivative financial instruments fall into date of contribution, if later. this category, except those designated and effective as All items in the statement of cash flows are expressed in terms hedging instruments, for which the hedge accounting of the general price index at the end of the reporting period. requirements apply. Net investment in foreign operations Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of Exchange differences arising from the translation of the net financial assets in this category are determined by reference investment in foreign operations, and of related hedges, are to active market transactions or using a valuation technique recognised in OCI and accumulated in the FCTR. They are where no active market exists. released to profit or loss as a capital item on disposal of that foreign operation. Financial assets at FYTOCI The group classifies financial assets at FVTOCI where Exchange differences arising from the translation of monetary management has made an irrevocable election at initial items receivable to a foreign operation for which settlement is recognition to present fair value gains and losses on equity neither planned nor likely to occur (therefore forming part of instruments not held for trading in OCI. the net investment in the foreign operation) are recognised initially in OCI and reclassified from equity to profit or loss on Fair value gains and losses on equity investments carried at repayment of the monetary items. FVTOCI are recognised in OCI with no subsequent reclassification/recycling of fair value gains and losses to Financial instruments profit or loss following the derecognition of the investment. Initial recognition Dividends from these investments continue to be recognised in profit or loss as revenue when the group’s right to receive Financial assets and financial liabilities are recognised on the payments is established. group’s statement of financial position when the group becomes a party to the contractual provisions of the Financial assets at amortised cost instrument. The group classifies financial assets as at amortised cost only if the asset is held within a business model with the Financial instruments are initially recognised at fair value, with objective of collecting the contractual cash flows, and the the exception of trade debtors where there is no significant contractual terms give rise to fixed or determinable cash flow financing component, which is initially recognised at that are solely payments of principal and interest on the transaction price. Financial instruments include transaction principal amount outstanding. costs that are incremental to the group and directly 38 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020
Financial assets are carried at amortised cost, with interest For trade and other receivables without a significant financing recognised in profit or loss for the period, using the effective component, the group has adopted the simplified approach interest method. that recognises lifetime ECL regardless of the stage classification. The group applied a provision matrix based on Current and non-current financial assets historical credit loss experience, which was adjusted for Current assets have maturity terms of less than 12 months, forward-looking factors applicable to the trade and other except for instalment sale receivables. Instalment sale receivables balances and economic factors. receivables, which are included in trade and other receivables, have maturity terms of between one and five years, but are Cash and cash equivalents classified as current as they form part of the normal operating Cash and cash equivalents comprise cash at banks and on cycle. hand, as well as short-term deposits held at call with banks. Financial liabilities at FVTPL Effective interest method Financial liabilities are classified as at FVTPL where the The effective interest method is a method of calculating the financial liability is either ’held for trading’ or where amortised cost of a financial instrument and allocating management has designated it as at FVTPL. (Management interest income over the relevant period. The effective interest has not designated financial liabilities at FVTPL.) rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that Financial liabilities at FVTPL are measured at fair value, with form an integral part of the effective interest rate, transaction any gains or losses arising on remeasurement recognised in costs and other premiums or discounts) through the expected profit or loss. The net gain or loss recognised in profit or loss life of a financial instrument or, where appropriate, a shorter incorporates any interest paid on the financial liability. period. Other financial liabilities Hedge accounting Financial liabilities that are not classified as at FVTPL are The group designates certain hedging instruments, which classified as other financial liabilities and are carried at include derivatives and non-derivatives in respect of foreign amortised cost, with interest recognised in profit or loss for currency risk, as either fair value hedges, cash flow hedges, or the period, using the effective interest method. hedges of net investments in foreign operations. Hedges in Trade and other payables foreign exchange risk on firm commitments are accounted for These amounts represent liabilities for goods and services as cash flow hedges. These derivatives are initially recognised provided to the group prior to the end of the financial year, at fair value on the date a derivative contract is entered into, which are unpaid. The amounts are unsecured and are and they are subsequently remeasured to their fair value at presented as current liabilities unless payment is not due the end of each reporting period. within 12 months after the reporting period. They are At inception of the hedge relationship, the group documents recognised initially at fair value and subsequently measured the economic relationship between hedging instruments and at amortised cost using the effective interest method. hedged items, including whether changes in the cash flows of Derecognition the hedging instruments are expected to offset changes in the cash flows of hedged items. The group documents its risk The group derecognises a financial asset when the rights to management objective and strategy for undertaking its hedge receive cash flows from the asset have expired or have been transactions. transferred and the group has transferred substantially all risks and rewards of ownership. Cash flow hedges A financial liability is derecognised when, and only when, the The effective portion of changes in the fair value of liability is extinguished, i.e. when the obligation specified in derivatives that are designated and qualify as cash flow the contract is discharged, cancelled or has expired. hedges is recognised in the cash flow hedge reserve in equity. The gain or loss relating to the ineffective portion is Impairment of financial assets recognised immediately in profit or loss through cost of sales. Impairment of loans measured at amortised cost are When forward contracts are used to hedge forecast measured using the ECL model under IFRS 9. The ECL model transactions, the group generally designates only the change in factors in information regarding past events, current fair value of the forward contract related to the spot component conditions, supportable forecasts and economic conditions as the hedging instrument. In accordance with the provisions of that affect the expected collectability of future cash flows at IFRS 9, the application of hedge accounting requires reporting date. The estimation of ECL takes into account the management to adjust the cost of inventory to incorporate the time value of money. impact of forward exchange hedging contracts. Gains or losses PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 39 for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020
relating to the effective portion of the change in the spot The group earns ongoing revenue on starter packs that have component of the forward contracts are recognised in the cash been sold in stores. The recognition of ongoing revenue under flow hedge reserve within equity. The change in the forward IFRS 15 requires a certain level of judgement (refer to element of the contract that relates to the hedged item significant accounting judgements below). The group’s policy (forward points) is recognised within operating expenses. is only to recognise the variable consideration as revenue as and when it is received, because it is only at this point that it is Amounts accumulated in equity are reclassified to profit and highly probable that a significant reversal in revenue for that loss in the periods when the hedged item is recognised in contract will not occur in the future. profit or loss, and it is included in the same line of the income statement as the recognised hedged item. Deposits received from customers are recognised as deferred revenue. These balances are considered contract liabilities, as When a hedging instrument expires, or is sold or terminated, they are received prior to the satisfaction of performance or when a hedge no longer meets the criteria for hedge obligations. accounting, any cumulative deferred gain or loss in equity at that time remains in equity until the forecast transaction Sale of goods and related revenue – right occurs, resulting in the recognition of a non-financial asset of return such as inventory. When the forecast transaction is no longer The group estimates variable consideration to be included in expected to occur, the cumulative gain or loss that was the transaction price for the sale of goods where customers reported in equity is immediately reclassified to profit or loss. are entitled to a right of return within a specified time frame. Revenue recognition The group uses projection methods to forecast sales returns that are based on historical return data. Any significant Revenue from contracts with customers changes in experience as compared to historical return Revenue is recognised when the group satisfies performance patterns will impact the expected return percentages obligations and transfers control of goods or services to its estimated by the group. Estimated return percentages are customers at an amount that reflects the consideration the updated regularly and the refund liability adjusted accordingly. group expects to be entitled to in exchange for these goods or Sale of goods and related revenue – lay-by services, allocated to each specific performance obligation. Revenue is measured at the fair value of consideration sales received or receivable. Lay-by revenue is recognised on the initiation of the contract with the customer for the clothing and general merchandise The main categories of revenue and the basis of recognition segment, as this is deemed to be when control of the goods are as follows: passes to the customer. The group recognises revenue at the Sale of goods and related revenue – retail amount of consideration to which they expect to be entitled sales and for which a significant reversal of revenue is not considered probable. A contract liability for the expected Revenue from the sale of goods from ordinary group operating possible unsuccessful lay-bys is recognised as an adjustment activities, which comprise clothing and general merchandise, to revenue as well as an asset (with a corresponding furniture, appliances and electronics and building materials, is adjustment to cost of sales) representing its right to recover measured net of value-added taxation, rebates and discounts the products from the customer. The group uses projection and after eliminating sales within the group. methods to forecast unsuccessful lay-bys that are based on Revenue from the sale of goods is recognised at a point in historical data. Any significant changes in experience as time when control of goods is transferred to the customer at compared to historical patterns will impact the percentages the point of sale. For goods that are due for delivery to the estimated by the group. Estimated percentages are updated customer, the sale is recognised on delivery, as this is deemed regularly and the contract liability for unsuccessful lay-bys is to be when the performance indicators are met and control is adjusted accordingly. transferred to the customer. Lay-by revenue is recognised when the final payment for the Payment is usually received via cash, debit card or credit card. goods is received from the customer for the furniture, Related card transaction costs are recognised in the appliances and electronics segment, as this is deemed to be statement of comprehensive income as other expenses. when control of the goods passes to the customer and all When goods are sold under instalment sale agreements in the performance obligations are met. Proceeds from these lay-by furniture, appliances and electronics segment, the present sales are recognised as contract liabilities, and the revenue is value of the instalment sale payments is recognised as a deferred until all the performance obligations are met. receivable using the effective interest rate computed at initial recognition over the one- to five-year term of the agreement. 40 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020
Sale of goods and related revenue – gift inventory. Where the income earned relates to inventories that vouchers are held by the group at year-end, the income is included within the cost of those inventories, and recognised in cost of Prepaid gift cards provide rights to customers that are sales when the inventory is sold. deemed to be accounted for as separate performance obligations. The consideration allocated to unredeemed gift Other income earned from suppliers is recognised in other cards is measured by reference to its stand-alone selling income when services are provided to suppliers that are not prices adjusted for an expected forfeiture rate. The group closely related to the purchase of inventory and when the applies projection methods in its estimation of forfeiture rates group can reasonably estimate the fair value of the service. by using customers’ historical redemption patterns as the Management uses judgement in determining whether the main input. services provided to suppliers are sufficiently separable from the purchase of inventory, by determining if the supplier could Service fee income have entered into an agreement with a party, other than a Service fee income is recognised on a monthly basis when purchaser of its inventory, in order to receive those services. charged to a customer’s account as the services are provided Income earned from suppliers that is in substance, a cost by the group. recovery is offset against the operating expense to which the Insurance revenue recovery relates. Insurance revenue consists of gross insurance premiums and Commission received reinsurance commission earned less reinsurance premiums. The group acts as an agent for the services and products Insurance premiums are recognised on a straight-line basis provided by a variety of third parties to the group’s customers over the period of the contract, after an appropriate allowance through its retail footprint. The agent’s commissions received is made for commission and reinsurance. Reinsurance by the businesses, other than the FinTech segment, from the commissions are earned on a straight-line basis over the third parties for the services are recognised as other income. period of the contract. Commissions relating to third-party products, money transfers Other revenue – collection revenue and bill payments are recognised at the point in time when the underlying third-party payment takes place, as control is Service fee revenue is earned based on a fixed percentage of transferred to the customer and all performance obligations outstanding debtor balances collected on behalf of third are deemed to be met. parties. Performance obligations are deemed to be met once the group recovers the outstanding balance from a debtor or a Dividend income portion thereof, at which point the revenue is recognised. Dividend income from investments is recognised when the Financial services revenue – effective shareholders’ right to receive payment has been established. interest income Operating lease income Interest income earned is recognised on a time-proportion Payments and receipts under operating leases are recognised basis. The group calculates interest income by applying the in profit or loss on a straight-line basis over the term of the effective interest rate to the gross carrying amount of lease. financial assets other than credit-impaired assets. When a financial asset becomes credit-impaired, the group calculates Discontinued operation interest income by applying the effective interest rate to the Non-current assets (or disposal groups) are classified as held net amortised cost (gross carrying amount less the allowance for sale if their carrying amount will be recovered principally for expected credit losses) of the financial asset. If the through a sale transaction rather than through continuing use financial asset is no longer deemed to be credit-impaired, the and a sale is considered highly probable. They are measured group reverts to calculating interest income on a gross basis. at the lower of their carrying amount and fair value less costs Other operating income to sell, except for assets such as deferred taxation assets, assets arising from employee benefits, financial assets and Other operating income is recognised as follows: investment property that are carried at fair value and Income earned from suppliers contractual rights under insurance contracts, which are specifically exempt from this requirement. The group enters into various agreements with suppliers, which provide for various purchase rebates and other income. An impairment loss is recognised for any initial or subsequent Rebates are recognised as part of the cost of merchandise write-down of the asset (or disposal group) to fair value less sold when they are closely related to the purchase of costs to sell. A gain is recognised for any subsequent increases PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 41 for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020
in fair value less costs to sell of an asset (or disposal group), value when the group complies with the conditions attached but not in excess of any cumulative impairment loss previously to the grants and the grants have been received. The grants recognised. A gain or loss not previously recognised by the are recognised, on a systematic basis, in the income date of the sale of the non-current asset (or disposal group) is statement as a deduction of the related expense over the recognised at the date of derecognition. periods necessary to match them with the related costs. Non-current assets (including those that are part of a disposal Segmental reporting group) are not depreciated or amortised while they are classified as held for sale. Interest and other expenses An operating segment is a component of the group that engages in business activities that may earn revenues and attributable to the liabilities of a disposal group classified as incur expenses and whose operating results are regularly held for sale continue to be recognised. reviewed by the group’s chief operating decision-maker Non-current assets classified as held for sale and the assets (CODM, which represent the directors of the board), in order to of a disposal group classified as held for sale are presented allocate resources and assess performance and for which separately from the other assets in the balance sheet. The discrete financial information is available. liabilities of a disposal group classified as held for sale are The group has the following four operating and reportable presented separately from other liabilities in the statement of segments: clothing and general merchandise; furniture, financial position. appliances and electronics; building materials; and FinTech. A discontinued operation is a component of the entity that Refer to note 1 for further detail relating to these segments. has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical Adoption of new or revised standards area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is Standards, interpretations and a subsidiary acquired exclusively with a view to resale. The amendments that are not yet effective at results of discontinued operations are presented separately in 30 September 2020 the statement of profit or loss. At the date of authorisation of these annual financial statements, there are standards and interpretations in issue Government grants but not yet effective. These include the following standards Government grants, in the form of allowances and refunds for and interpretations that have not been early adopted and may certain expenditure by government, are recognised at fair have an impact on future financial statements:
Effective for year Number Title ending
Amendments to IAS 1 and IAS 8 Disclosure Initiative (Definition of Material) 2021
Amendments to IFRS 3 Business Combinations (Definition of a Business) 2021
IFRS 9, IAS 39 and IFRS 7 Interest Rate Benchmark Reform 2021
Amendments to IAS 1 Classification of Liabilities as Current or Non-Current 2023
IFRS 17 Insurance Contracts 2024
The application of the above in future financial periods is not expected to have a significant impact on the group’s reported results, financial position or cash flows. IFRS 17 will have an impact on the insurance business acquired during the year. Management is still in the process of quantifying the impact on the financial statements due to the adoption of this standard but, due to the size of the insurance business in relation to the rest of the group, the effect is not expected to be material. Further, the amendments to IFRS 3 will be applied prospectively to transactions or events that occur on or after the date of first application, therefore this will not affect the group on the date of transition. 42 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020
Standards, interpretations and amendments effective for the year ended 30 September 2020 The following amendments to existing standards are effective for the year ended 30 September 2020. This had no significant effect on the group’s operations, except for IFRS 16 and IFRIC 23, which led to changes in the group accounting policies as detailed below:
Number Title
Amendments to IAS 28 Long-term Interests in Associated and Joint Ventures
Amendments to IFRS 9 Financial Instruments (Prepayment Features with Negative Compensation) IFRIC 23 Uncertainty Over Income Taxation Treatments
Various Annual improvements to IFRS 2015 – 2017 Cycle
Number Title Effective for annual periods beginning
IFRS 16 Leases 1 January 2019
On 1 October 2019, the group adopted IFRS 16, effective for group elected to use the practical expedient provided by financial years ending on or after 1 January 2019. IFRS 16 IFRS 16, which allows the group to apply IFRS 16 only to those sets out the principles for the recognition, measurement, contracts that were previously identified as leases under presentation and disclosure of leases and replaces the IAS 17 and IFRIC 4. The group further made use of the previous leases standard and guidance, IAS 17 and IFRIC 4. following practical expedients allowed under IFRS 16: IFRS 16 requires lessees to account for all leases under a applying a single discount rate to a portfolio of leases with single on-balance-sheet model, where a lessee recognises a reasonably similar characteristics; and right-of-use asset representing its right to use the underlying using hindsight when determining the lease term where the asset and a lease liability representing its obligation to make contract contains renewal and termination options. lease payments, with the exception of low-value and short- term leases, which are expensed through operating expenses When measuring lease liabilities on transition to IFRS 16, the in the income statement on a straight-line basis. group discounted the majority of its lease payments using an incremental borrowing rate (IBR) of 9.38% for leases between The group has elected to adopt the modified retrospective one and five years, 10.01% for leases between five and approach by accounting for the right-of-use assets from the 10 years, and 10.85% for leases longer than 10 years at commencement date of the lease contract, with the 1 October 2019. The following table reconciles the group’s cumulative income statement effect accounted for in opening operating lease commitments at 30 September 2019, as retained earnings, and lease liabilities as at the date of initial previously disclosed in the group’s annual financial application of IFRS 16. Therefore the prior year comparatives statements, to lease liabilities recognised on initial application have not been restated. At the date of initial application, the of IFRS 16: PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 43 for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020
Rm Total operating lease commitments at 30 September 2019 11 036 Prior year correction of operating lease commitments 183 Less: Short-term leases recognised on a straight-line basis as an expense (36) Less: Low-value asset leases (14) Add: Payments in optional extension periods not recognised at 30 September 2019 (undiscounted) 14 812 Discounting at weighted average incremental borrowing rate at 1 October 2019 (8 959) Lease liabilities (non-current and current) at 1 October 2019 17 022
Set out below is the effect on retained earnings of the adoption of IFRS 16 on 1 October 2019:
Rm Cumulative income statement effect of the adoption of IFRS 16 4 203 Release of straight-line lease provisions to equity (576) Release of onerous lease provisions to equity (26) Release of rental prepayments to equity 17 Deferred taxation effect of above (978) 2 640
Number Title Effective for annual periods beginning
Amendments to IFRS 16 COVID-19-related rent concessions 1 June 2020
Effective 1 June 2020, IFRS 16 was amended to provide a Rent concessions that satisfy these criteria may be accounted practical expedient for lessees accounting for rent for in accordance with the practical expedient, which means concessions that arise as a direct consequence of the the lessee does not need to assess whether the rent COVID-19 pandemic and satisfy the following criteria: concession meets the definition of a lease modification. Lessees apply other requirements in IFRS 16 in accounting for the change in lease payments results in revised the concession. consideration for the lease that is substantially the same as, or less than, the consideration for the lease The group has elected not to utilise the practical expedient for immediately preceding the change; rent concessions that meet the criteria. Therefore the rent concessions are accounted for as lease modifications, the reduction in lease payments affects only payments remeasuring the lease liability to reflect the revised originally due on or before 30 June 2021; and consideration using a revised discount rate, with the effect of there is no substantive change to other terms and the change in the lease liability recorded against the right-of- conditions of the lease. use asset.
Number Title Effective for annual periods beginning
IFRIC 23 Uncertainty Over Income Taxation Treatments 1 January 2019
On 1 October 2019, the group adopted IFRIC 23, effective for financial years beginning on or after 1 January 2019. IFRIC 23 requires an entity to reflect uncertainty over income taxation treatments in the recognition and measurement of current and deferred taxation assets or liabilities, applying the requirements in IAS 12. Current and deferred taxation liabilities and assets should be presented separately from provisions. The Interpretations Committee concluded, in an agenda decision in 2019, that an entity is required to present liabilities for uncertain taxation treatments as current taxation liabilities or deferred taxation liabilities; assets for uncertain taxation treatments should be presented as current taxation assets or deferred taxation asset. 44 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
SUMMARY OF ACCOUNTING POLICIES continued for the year ended 30 September 2020
This led to the voluntary restatement of prior year comparatives as detailed below:
Previously reported (adjusted for discontinued operations) Restated Restated Year ended Year ended Year ended 30 September 30 September 30 September 2019 2019 2019 Consolidated income statement Rm Rm Rm Operating expenses (14 321) (100) (14 421) Taxation (1 774) 100 (1 674)
Consolidated statement of financial position Non-current liabilities Provisions 464 (373) 91 Current liabilities Current income taxation liabilities 1 107 373 1 480 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 45 for the year ended 30 September 2020
SIGNIFICANT JUDGEMENTS AND ESTIMATES for the year ended 30 September 2020
Judgements and estimates are continually evaluated and are exercised, or any periods covered by an option to terminate the based on historical experience and other factors, including lease, if it is reasonably certain not to be exercised. Judgement expectations of future events that are believed to be is exercised in determining the likelihood of exercising reasonable under the circumstances. termination or extension options in determining the lease term, including considerations of the initial term/age of the lease, The group makes estimates and assumptions concerning the economic uncertainty of countries the group trades in and future. The resulting accounting estimates will, by definition, uncertainty over the feasibility of certain business units. seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material Subsequent to the commencement date of lease agreements, adjustment to the carrying amounts of assets and liabilities lease terms are reassessed when there is a significant event during the next financial year are discussed below. or change in circumstances that is within the group’s control and affects its ability to exercise or not to exercise the option The following areas require significant estimates to be made to renew or to terminate. Significant events could include a by management in the application of the group’s accounting change in the group’s assessment of whether it is reasonably policies: certain to exercise a renewal or termination option, which Intangible assets includes if a store is flagged for relocation or closure, or if it is more favourable not to exercise the option. Trade names and brand names, which are considered to be well-established growing brands and product lines for which Incremental borrowing rates applied in the measurement of there is no foreseeable limit to the period in which these certain lease liabilities are specific to the country, term, assets are expected to generate cash flows, are classified as currency and commencement date of the applicable lease indefinite useful life assets. The classification of such assets agreement. Incremental borrowing rates are based on a series is reviewed annually. of inputs, including the prime lending rate, the JIBAR rate, a credit risk adjustment and a country-specific adjustment. Indefinite useful life intangible assets, excluding goodwill, recognised at fair value in business combinations, are Impairment of assets expected to generate cash flows indefinitely and the carrying Goodwill and intangible assets that have an indefinite useful value would only be recovered in the event of disposal of such life, or are not yet ready for use, are assessed annually for assets. Accordingly, deferred taxation is raised at the capital impairment. Investments, property, plant and equipment, gains taxation rate on the fair value of such assets exceeding right-of-use assets and finite intangibles are only tested if an its taxation base. impairment indicator is identified. Refer to notes 9, 10, 11 and The estimated useful lives and residual values are reviewed 12 for detail of impairment of assets where applicable. The annually, taking cognisance of the forecasted commercial and impairment review requires estimation uncertainty (refer to economic realities and through benchmarking of accounting note 10). The group evaluates, among other things, losses treatments in the specific industries in which these assets are incurred, duration and the extent of losses and near-term used. Refer to note 10 where this significant estimate is business outlook. discussed. Allocation of goodwill to CGUs Leases Goodwill is allocated to a group of CGUs based on the lowest Lease terms applicable to lease agreements, relating to the level at which goodwill is monitored. group’s lease liabilities, are negotiated on an individual basis and contain a wide range of different terms and conditions. Fair values in business combinations The group determines the lease term as the non-cancellable Management uses valuation techniques to determine the fair term of the lease, together with any periods covered by an value of assets, liabilities and contingent liabilities acquired in option to extend the lease if it is reasonably certain to be business combination. 46 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
SIGNIFICANT JUDGEMENTS AND ESTIMATES continued for the year ended 30 September 2020
Although a comprehensive valuation exercise is performed for uncertainty if there is a range of possible outcomes that are each business combination, the group applies initial neither binary nor concentrated on one value), for each type of accounting for its business combinations that will allow it a taxation provision. period of one year after the acquisition date to adjust the provisional amounts recognised for a business combination. Contingent liabilities Refer to note 29 for business combinations concluded during Management apply their judgement to the fact patterns and the year. advice they receive from their attorneys, advocates and other The following areas require significant judgements to be advisors in assessing whether an obligation is probable, more made by management in the application of the group’s likely than not, or remote. This judgement application is used accounting policies: to determine whether the obligation is recognised as a liability or disclosed as a contingent liability. Refer to note 30.5. Recoverability of deferred taxation assets Provision for inventory shrinkage, Deferred taxation assets are recognised to the extent that it is obsolescence and markdowns probable that taxable income will be available in the future The provision for inventory obsolescence and markdowns against which these can be utilised. Future taxable profits are represents management’s judgement in relation to the extent estimated based on business plans that include estimates and to which merchandise on hand at the reporting date will be assumptions regarding economic growth, interest, inflation, sold below cost. This estimate takes into consideration the taxation rates and competitive forces. Refer to note 15. nature of the product and/or product category, past trends (including historical sales volumes and prices of the product Income taxation provision and/or similar products), evidence of impairment at year-end (including damaged goods and days on hand) and an The group is subject to income taxation in more than one assessment of future saleability (product seasonality, jurisdiction. Significant judgement is required in determining technological obsolescence and aesthetic obsolescence). the provision for income taxes. There are many transactions and calculations for which the ultimate taxation determination is uncertain during the ordinary course of business. Taxation Impairment of financial assets positions are provided for based on either the most probable The impairment provisions for financial assets are based on outcome method (the single most likely amount in a range of assumptions about risk of default and expected loss rates. possible outcomes: the most likely amount may better predict The group uses judgements in making these assumptions the resolution of the uncertainty if the possible outcomes are and selecting the inputs to the impairment calculation, based binary or are concentrated on one value) or the expected on the history, existing market conditions, as well as forward- value of the taxation position (the sum of the probability- looking estimates at the end of each reporting period. Key weighted amounts in a range of possible outcomes: the assumptions and inputs used are detailed in note 31.5, of expected value may better predict the resolution of the which the most significant are as follows: PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 47 for the year ended 30 September 2020
SIGNIFICANT JUDGEMENTS AND ESTIMATES continued for the year ended 30 September 2020
Impairment of financial assets judgements Significant increases in credit risk (SICR) In terms of IFRS 9: Financial Instruments, all loans and other receivables are assessed at each reporting date to determine whether there has been an SICR. In cases where an SICR has occurred, an impairment equal to the lifetime ECL is recognised. If, at reporting date, the credit risk has not significantly increased, the group recognises a 12-month ECL. The group identifies an SICR on clients that are up to date on their loans and other receivables, but who have been subject to SICR events of which the most significant are detailed below:
Credit sales through Event trigger Loans to customers Instalment sale agreements store cards Change in customer behaviour Triggers includes: a customer Application and behavioural Not deemed to be an SICR entering into debt review or scorecards are segmented into event. rescheduling an existing loan or ratings. For each application a customer that is in arrears as rating, an appropriate notch defined below. deterioration in behavioural scorecard will result in an SICR. In the event that no application rating is available, the loan will be classified as an SICR. Customer defaulting on repayments A customer’s loan is in default A customer is in default when A customer is in default when when 90% of an instalment is their account is 30 days in their account is 30 days in not paid or the account is 30 arrears. All debt counselling arrears. days in arrears. accounts that are less than 90 days in arrears will be classified as SICRs. Shifting of the SICR threshold by 5% (reflects the full stage 2 ECL if the deterioration or improvement in the factor used as a behavioural or granting scores threshold is stressed by 5%) at 30 September 2020:
Credit sales through Impact of SICR on ECL Loans to customers Instalment sale agreements store cards Positive 486 705 643 % change in ECL (0.64%) (0.35%) (1.30%) Base 489 707 651 % change in ECL 0.00% 0.00% 0.00% Negative 492 711 659 % change in ECL 0.64% 0.62% 1.30% Shifting of the SICR threshold by 5% (reflects the full stage 2 ECL if the deterioration or improvement in the factor used as a behavioural or granting scores threshold is stressed by 5%) at 30 September 2019:
Credit sales through Impact of SICR on ECL Loans to customers Instalment sale agreements store cards Positive 329 488 469 % change in ECL (0.69%) (0.47%) (2.10%) Base 331 490 479 % change in ECL 0.00% 0.00% 0.00% Negative 333 494 489 % change in ECL 0.69% 0.80% 2.10% Loan write-off point
Credit sales through Event trigger Loans to customers Instalment sale agreements store cards Loan write-off policy Five consecutive instalments in Nine consecutive instalments Eight instalments in arrears arrears and three consecutive in arrears with no qualifying with no payment in the previous instalments in arrears on payments made in the last three months. rescheduled accounts. 90 days. 48 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
SIGNIFICANT JUDGEMENTS AND ESTIMATES continued for the year ended 30 September 2020
Impairment of financial assets estimates Forward-looking information It is one of the fundamental principles of IFRS 9 that the ECL impairment provision that the group holds against potential future losses takes into account changes in the economic environment in the future.
In order to quantify the effects of changes to the economic environment, the group utilises the Bureau of Economic Research’s (BER) macroeconomic outlook for the country over a planning horizon of five years. Three economic scenarios (negative, baseline and positive scenario) are taken into account when calculating future expected credit losses. The probability of each scenario is determined by management estimation.
The relevance of the group’s loan and other receivables is proven by the following linear relationship between the change in the following basket of macroeconomic variables for the prior year. Please refer to the impact of the COVID-19 pandemic at the end of this section on significant judgements and estimates (incorporating forward-looking information) for the current year forward- looking factors:
Credit sales through Event trigger Loans to customers Instalment sale agreements store cards Macroeconomic variables No significant variables GDP growth No significant variables identified identified Household debt service cost ratio Management has assigned a probability of 59% to the baseline scenario, 21% to the negative scenario and 20% to the positive scenario for the 12-month forecast. The impact of incorporating forward-looking information into ECL for instalment sale agreements granted by the group is as follows:
Probability-weighted impact of all three scenarios Instalment sale agreements 100% negative scenario 413 % change in ECL (7.64%) 100% baseline scenario 447 % change in ECL 0.00% 100% positive scenario 532 % change in ECL 19.05%
Event-driven management credit estimates The National Credit Amendment Bill is not expected to have a Certain events or risks arise from time to time that may not be material effect on ECLs as it does not entail a blanket incorporated into the statistical forward-looking model. In amnesty for debt, but rather a rigorous process to assess a such instances, the additional inclusions into the ECL are customer’s ability to service unsecured debt. reviewed and approved by management. Modelling assumptions These events, for which an amount was included in ECL, Historical data may not always be reflective of the future. The include the introduction of DebiCheck (debit order mandate way in which it is used by statistical ECL models (probability authentication by a client to confirm a debit order with the of default (PD), exposure at default (EAD), loss given default bank when entering into a contract with a service or credit (LGD)) to estimate the timing and amount of the forecasted provider) from October 2019, and the new draft legislation cash flows based on historical default data, roll rates and relating to the National Credit Amendment Bill. recoveries, requires consideration of subsegments. These include aspects such as client risk groups, time on book, DebiCheck will have an impact on the collection of cash flows product term, payment frequency, default statuses, on loans and other receivables with customers due to the employment, industry and rescheduling status, and the changing of debit order dates or due to changes in the behaviour score of the client. rescheduled contractual cash flows greater than 1.5 times the original debit order. If the client fails to confirm electronically Hyperinflation the updated debit order, the group could fail to collect the The group exercises judgement in determining the onset of agreed instalment from the client on the agreed loan date. hyperinflation in countries in which it operates and whether the The group expects a minimal impact on ECL relating to functional currency of its subsidiaries, joint arrangements and DebiCheck due to positive results from the testing phase of associates is the currency of a hyperinflationary economy. the DebiCheck collections system. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 49 for the year ended 30 September 2020
SIGNIFICANT JUDGEMENTS AND ESTIMATES continued for the year ended 30 September 2020
Various characteristics of the economic environment of each The group has concluded that the ongoing revenue is fully country are taken into account to assess whether an economy constrained at the individual contract level due to the high is hyperinflationary or not. These characteristics include, but variability in behaviour of the individual customers, including: are not limited to, the following: the period over which prepaid customers remain on the the general population prefer to keep their wealth in non- same SIM card (this can range from one day to a number monetary assets or in a relatively stable foreign currency; of years); and prices are quoted in a relatively stable foreign currency; the spending patterns of individual customers, which are sales and purchases on credit take place at prices that also highly variable. compensate for the expected loss of purchasing power In addition, because the terms of the ongoing revenue during the credit period, even if the period is short; structure with the telecommunication companies are regularly interest rates, wages and prices are linked to a price index; up for negotiation, the group is not able to predict the and likelihood or magnitude of a revenue reversal. The group’s policy is therefore only to recognise the variable consideration the cumulative inflation rate over three years is as revenue as and when it is received, because it is only at approaching, or exceeds, 100%. this point that it is highly probable that a significant reversal in Management exercises judgement as to when a restatement of revenue for that contract will not occur in the future. the financial statements of a group entity becomes necessary. Share scheme The economy of Angola was reassessed in accordance with IAS 29: Financial Reporting in Hyperinflationary Economies and Various assumptions are applied in determining the was found no longer to be in hyperinflation for the years valuations of share-based payment reserves and the number ended 30 September 2020 and 2019. Hyperinflation of share rights expected to vest at the end of the vesting accounting therefore ceased, and the 2018 adjustments will period. Refer to note 27. unwind over time. Capital items (use of adjusted measures) Accordingly, the results and financial position of the group’s The measure listed below is presented as management Angolan subsidiary have been expressed in terms of the believes it to be relevant to the understanding of the group’s measuring units current at the reporting date. financial performance. The measure is used to provide The general price indices, as published by the National Institute additional useful information on underlying trends to of Statistics of Angola, were used in adjusting the historical shareholders. The measure is not defined under IFRS and may cost local currency results and financial positions of the group’s therefore not be comparable with similarly titled measures Angolan subsidiaries. As at 30 September 2020, the cumulative reported by other entities. It is not intended to be a substitute three-year inflation rate was 70.99% (2019: 73.22%). for, or superior to, measures as required by IFRS. Segmental reporting Capital items on the face of the statement of comprehensive income include all remeasurements excluded from the Management identified operating segments in line with calculation of headline earnings per share (HEPS) in internal reporting structures in accordance with IFRS 8: accordance with the guidance contained in SAICA Circular Operating Segments. Refer to note 1. 1/2019: Headline Earnings. The principal items that will be Ongoing revenue included under this measure are: gains and losses on disposal and scrapping of property, plant and equipment, intangible The group earns ongoing revenue on starter packs that have assets and assets held for sale, impairments or reversal of been sold in stores. The group earns this ongoing revenue on impairments, and any non-trading items, such as gains and all future prepaid airtime loaded and/or spent on these losses on disposal of investments, operations and prepaid starter packs by the subscriber, even if the subscriber subsidiaries. Refer to note 8. does not top up through group companies in the future.
Ongoing revenue earned is variable in nature as the group’s Assessment of risk and rewards entitlement to these amounts is dependent on the future The group sold its lending book and shares in JD Consumer spending patterns of the prepaid customers, and therefore Finance Proprietary Limited and JDG Investments Holdings contingent on a future event occurring or not occurring. Proprietary Limited to Wands Investments Proprietary Limited IFRS 15 requires an entity to estimate the amount of variable on 1 January 2016. The group remains exposed to a certain consideration it will be entitled to for the contracts it has extent to the risks and rewards of the commission structure entered into with its customers and include this in the of the lending book. IFRS requires the book to be recognised transaction price at contract inception, to the extent the to the extent that the initial consideration received on sale variable consideration is not constrained. could be returned. However, as the group does not have any 50 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
SIGNIFICANT JUDGEMENTS AND ESTIMATES continued for the year ended 30 September 2020
obligation to return any portion of the original sale proceeds incorporated the budgetary information for the next financial under the agreement, the carrying amount of the receivable period, which contains the punitive impact of the COVID-19 was derecognised in its entirety on the sale. The assessment pandemic, as well as the budgets for the next three years. of the extent of risks and rewards transferred and retained by The disclosures relating to the assumptions and judgement the group and the extent of continued involvement in the used for assessing goodwill for impairment have been lending book required significant judgement to be applied. updated to include a sensitivity analysis. Impact of COVID-19 pandemic ECL provisions Due to the COVID-19 pandemic, governments across the world have declared national lockdowns, which have resulted Significant increase in credit risk in extensive quarantine measures being implemented. A systematic and targeted approach to the impact of the Businesses therefore had to limit or suspend operations. The COVID-19 pandemic on the customer base has been included COVID-19 measures implemented by governments globally in the provision model in line with the group’s existing policy. have severely impacted a wide range of industries. Due to the unprecedented nature of the pandemic, it is not possible to Incorporating forward-looking predict accurately the full extent and duration of its economic information impact. A fundamental principle of IFRS 9 is that the ECL impairment While the specific areas of judgement did not change, given provision that the group holds against potential future losses the dynamic and evolving nature of COVID-19, limited recent takes into account changes in the economic environment in experience of the economic and financial impact of such a the future. Forward-looking information of the scenarios pandemic has resulted in additional judgements within those considered in determining the group’s forward-looking identified areas. This has resulted in changes to estimates assumptions for the purposes of the ECL calculation has been and assumptions from the prior financial year that have been applied to each type of credit granted by the group. Noting the applied in the measurement of some of the group’s asset and wide range of possible scenarios and macroeconomic liabilities. outcomes, and the relative uncertainty of the social and economic consequences of the COVID-19 pandemic, the Significant judgements and forward-looking scenarios analysed and applied represent estimates impacted by the COVID-19 reasonable and supportable forward-looking views as at the pandemic reporting date. The group further raised additional provisions via post-model adjustments (COVID-19 overlays). The Impairment of goodwill assumptions of the COVID-19 overlays for each major type of In line with the group’s accounting policies, we have assessed our credit granted by the group were as follows: goodwill balances for impairment. The current year assessment
Loans to customers Instalment sale agreements Credit sales through store cards Macroeconomic Assumptions regarding a further Economic data, as obtained from The current ECL model includes variables 10% contraction of the economy, the BER, was used to determine the effect of six-months’ worth of translating to a further 10% loss the impact of changes on the customer behaviour since the of jobs and a flat 10% reduction gross value add (GVA) per start of the lockdown. The of LGD cash flows has been industry. The default rate and lockdown has had a material factored into the ECL calculation. change in GVA per industry were impact on the model’s projected used to forecast the COVID-19 probability of default, which is overlay. The forecast is derived captured in the year-on-year using a weighted linear fit increase in the ECL coverage. As between the relative change in a result, management is satisfied default rate and relative change that further out-of-model in GVA. overlays would not be appropriate. Post-year-end payment information has confirmed this view. Collection yields are back to pre-pandemic levels, while credit granting criteria remain strict. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 51 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 30 September 2020
1. SEGMENTAL ANALYSIS 1.1 Basis of segmental presentation The segmental information has been prepared in accordance with IFRS 8, which defines requirements for the disclosure of financial information of an entity’s operating segments. IFRS 8 requires operating segments to be identified on the basis of internal reporting of group components that are regularly reviewed by the CODM to allocate resources to segments and to assess their performance. The board of directors has been identified as the CODM. Identification of segments The identification of segments is consistent with those identified in the annual consolidated financial statements for the year ended 30 September 2019. The board of directors identified and monitors segments in relation to differences in products and services. Geographical analysis The revenue, operating profit and assets are seen as one geographical region. Major customers No single customer contributes 10% or more of the group’s revenue. Year ended Year ended 30 September 30 September 2019 2020 Restated4 Rm Rm
1.2 Segmental analysis REVENUE Clothing and general merchandise 45 697 45 011 Furniture, appliances and electronics 9 459 9 330 Building materials 7 148 8 180 FinTech1 8 622 7 160 Revenue from total operations 70 926 69 681 RECONCILIATION OF REVENUE Revenue per segmental analysis 70 926 69 681 Revenue from discontinued operations2 (7 247) (8 227) Revenue from continuing operations 63 679 61 454 OPERATING PROFIT BEFORE CAPITAL ITEMS AND BVI-RELATED COSTS Clothing and general merchandise3 6 176 6 130 Furniture, appliances and electronics (55) (85) Building materials 129 153 FinTech3 458 483 Operating profit before capital items and BVI-related costs from total operations 6 708 6 681 RECONCILIATION OF OPERATING PROFIT Operating profit per segmental analysis4 6 708 6 681 Operating loss from discontinued operations pre capital items (note 7)5 (184) (97) BVI-related costs (note 3.5) – (40) Capital items (note 4) (5 140) (60) Operating profit from continuing operations 1 384 6 484 Share of net profit of associate (note 13) 2 – Finance costs (note 5) (3 138) (1 704) Finance income (note 5) 219 129 (Loss)/profit before taxation from continuing operations (1 533) 4 909 SEGMENTAL ASSETS 96 429 89 422 RECONCILIATION BETWEEN TOTAL ASSETS AND SEGMENTAL ASSETS Total assets per statement of financial position 101 778 93 521 Less: Cash and cash equivalents (5 241) (3 925) Less: Long-term investments and loans (108) (174) Segmental assets 96 429 89 422
1 FinTech segment revenue is disclosed net of intergroup revenue of R1.8 billion (2019: R441 million) earned relating to the sale of virtual vouchers and airtime to the clothing and general merchandise segment. 2 Revenue from discontinued operations includes R7.1 billion from the building materials segment (2019: R8.2 billion) and R99 million from the clothing and general merchandise segment (2019: R47 million). 3 The FinTech segment operating profit is disclosed net of intersegment expenses of R27 million (2019: R90 million) paid to the clothing and general merchandise segment relating to the use of its footprint. 4 Prior year comparatives have been restated due to the adoption of IFRIC 23. Refer to adoption of new or revised standards for further detail. 5 Operating profit from discontinued operations before capital items includes R129 million from the building materials segment (2019: R153 million) and R55 million from the clothing and general merchandise segment (2019: R56 million loss). 52 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Year ended Year ended 30 September 30 September 2020 20191 Rm Rm 2. REVENUE Revenue from contracts with customers Sale of goods and related revenue (note 2.1.1)2 60 629 58 918 Service fee income3 448 262 Other revenue2 175 1 179 Other sources of revenue Financial services revenue (note 2.1.2)3 2 126 1 095 Insurance revenue (note 2.1.3)3 301 – 63 679 61 454 2.1 Disaggregation of revenue from contracts 2.1.1 Sale of goods and related revenue Clothing and general merchandise South Africa 38 609 37 453 Other countries 6 271 6 809
Furniture, appliances and electronics South Africa 7 749 7 937 Other countries 667 766 FinTech South Africa 7 273 5 953 Other countries 60 – 60 629 58 918 2.1.2 Financial services revenue4 Finance income earned 1 815 1 056 Loan origination fees 311 39 2 126 1 095 2.1.3 Insurance revenue Gross premiums written 282 – Plus: gross premiums cede to reinsurers 9 – Change in provision for unearned premium 10 – 301 –
1 Prior year comparatives have been reclassified for the effect of the discontinued operation as detailed in note 7. 2 Revenue is recognised at a point in time when either the point of sale transaction or the delivery of goods is concluded, or when any significant uncertainty is resolved on variable consideration. 3 Financial services revenue relates to finance income and other revenue measured in terms of the effective-interest method in accordance with IFRS 9 and is therefore recognised over the term of the financial instrument. Insurance revenue is also recognised over the time of the contract entered into with the customer. The non-South African split is not deemed to be material for the group. 4 Prior year comparatives include only seven months of trading for the Capfin business, which is disclosed as part of financial services revenue. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 53 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Year ended Year ended 30 September 30 September 2020 20191 Rm Rm 3. OPERATING PROFIT Operating profit includes the following items: 3.1 Amortisation and depreciation (recognised in operating expenses) Amortisation (note 10) 95 134 Depreciation (note 11) 1 160 1 061 Right-of-use assets depreciation (note 12) 2 373 – 3 628 1 195 3.2 Personnel expenses Post-employment benefit contributions to defined benefit plans 144 97 Salaries and wages 6 246 6 456 Share-based payments – equity-settled 126 103 6 516 6 656 3.3 Operating lease charges – properties (IAS 17) Rental of properties – 3 531 Leases of plant, equipment, vehicles and other – 32 – 3 563 3.4 Lease related expenses Short-term lease expense 255 – Low value asset lease expense 10 – Variable lease payments not included in the measurement of lease liabilities 231 – Turnover rentals 11 – 507 – 3.5 BVI-related costs Impairment against loans to key management and employees (note 14) – 40 3.6 Auditor’s remuneration: Audit fees 30 26 Fees for other services 4 4 Under provision in previous years – 4 34 34 3.7 Debtors’ costs Debtor/loan balances written off 1 197 384 Debtor/loan balances increase in ECLs 536 820 Debtor/loan balances recovered (63) (79) 1 670 1 125 3.8 Advertising and marketing Advertising and marketing 841 976 3.9 Operating income Commission received 501 530 Commission received – distribution fees – 81 Marketing and advertising income 52 66 Dividend income 56 49 Employee taxation incentives (non-COVID-19-related) 50 45 Cancelled lay-bys 14 44 Other income 30 72 703 887
1 Prior year comparatives have been reclassified for the effect of the discontinued operation as detailed in note 7. 54 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Year ended 30 September 2020 Year ended 30 September 20191
Gross of Net of Gross of Net of taxation and taxation and taxation and taxation and non-controlling non-controlling non-controlling non-controlling interests interests interests interests Rm Rm Rm Rm 4. CAPITAL ITEMS The effect of capital items should be excluded from earnings when determining headline earnings. Refer to note 8. Items of a capital nature are included in the ‘capital items’ line in the income statement. These items are: From continuing operations 4.1 Impairment 5 117 5 006 40 39 Goodwill (note 9) 4 699 4 699 – – Intangible assets (note 10) 103 74 – – Property, plant and equipment (note 11) 80 60 40 39 Right-of-use assets (note 12) 235 173 – – 4.2 Loss on disposal of property, plant and equipment and intangible assets 23 23 20 20 5 140 5 029 60 59 From discontinued operations 4.3 (Impairment reversal)/impairment (32) (23) 1 223 1 109 Goodwill (note 9) – – 672 672 Intangible assets (note 10) – – 547 433 Property, plant and equipment (note 11) – – 4 4 Right-of-use assets (note 12) (32) (23) – – 4.4 Gain on disposal of property, plant and equipment and intangible assets (1) – (5) (5) 4.5 Loss recognised due to remeasurement of disposal group to fair value (note 7.4) 172 172 18 18
4.6 Gain on sale of disposal group (note 7.3) (3) (3) – – 4.7 FCTR release on sale of disposal group (note 7.3) 165 165 – – 301 311 1 236 1 122
1 Prior year comparatives have been reclassified for the effect of the discontinued operation as detailed in note 7. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 55 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Net expense/ Expense Income (income) Rm Rm Rm 5. FINANCE COSTS AND FINANCE INCOME Year ended 30 September 2020 Interest Banks 150 (150) – Loans 1 279 – 1 279 BVI guarantee unwinding 28 – 28 Discounting of payables/(receivables) 127 (55) 72 Lease liability finance cost (note 23) 1 435 – 1 435 Related party lease liability finance cost (note 23) 117 – 117 Other 2 (14) (12) 3 138 (219) 2 919 Year ended 30 September 20191 Interest Banks 130 (92) 38 Loans 1 417 – 1 417 BVI guarantee unwinding 40 – 40 Discounting of payables/(receivables) 111 (36) 75 Other 6 (1) 5 1 704 (129) 1 575
1 Prior year comparatives have been reclassified for the effect of the discontinued operation as detailed in note 7. 56 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Year ended Year ended 30 September 30 September 2019 2020 Restated1 Rm Rm 6. TAXATION 6.1 Taxation charge Normal taxation South African normal taxation – current year 1 546 1 277 South African normal taxation – prior year adjustment2 79 (135) Foreign normal taxation – current year 156 222 Foreign normal taxation – prior year adjustment 3 2 Withholding taxation – South African 62 107 Withholding taxation – foreign 13 35 1 859 1 508 Deferred taxation South African deferred taxation – current year (529) (3) South African deferred taxation – prior year adjustment (63) 16 Foreign deferred taxation – current year 23 164 Foreign deferred taxation – prior year adjustment 3 (11) (566) 166 Total taxation from continuing operations 1 293 1 674 Normal taxation South African normal taxation – current year 15 12 South African normal taxation – prior year adjustment (27) – Foreign normal taxation – current year 19 1 Withholding taxation – foreign – current year 4 1 11 14 Deferred taxation South African deferred taxation – current year (12) (106) South African deferred taxation – prior year adjustment (5) 27 Foreign deferred taxation – current year (1) (6) (18) (85) Taxation from discontinued operation (7) (71)
Taxation expense recognised in profit and loss 1 286 1 603 For detail on deferred taxation (liabilities)/assets refer to note 15. 6.2 Reconciliation of rate of taxation South African standard rate of taxation 28.0 28.0 Foreign taxation rate differential 0.5 (0.1) Withholding taxes (4.5) 2.4 Unrecognised taxation losses (4.5) 1.4 Prior year adjustments (5.6) (1.6) Tax-exempt income 9.1 (2.7) Non-deductible expenses3 (9.7) 4.4 Impairment of goodwill and intangibles (78.3) 6.1 Preference share dividends (5.8) 3.3 Unproductive interests – 1.0 BVI-related costs (0.6) 0.6 FCTR release through profit and loss (2.7) – Other 0.4 (0.2) Effective rate of taxation2 (73.7) 42.6
1 Prior year comparatives have been reclassified for the effect of the discontinued operation as detailed in note 7. 2 Prior year comparatives have been restated due to the adoption of IFRIC 23. Refer to adoption of new or revised standards for further detail. 3 Non-deductible expenses mainly relate to expenses of a capital nature, expenses not incurred in the production of income and depreciation on leasehold improvements. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 57 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Year ended Year ended 30 September 30 September 2020 20191 Rm Rm 7. DISCONTINUED OPERATIONS 7.1 Description During the latter part of the 2019 financial year, the board decided to exit the group’s Zimbabwe business, under the Power Sales brand. The decision was driven mainly by the increasing difficulty of trading in Zimbabwe as a result of adverse macroeconomic conditions. The sale was concluded and all conditions precedent were met on 30 September 2020. The group also entered into a sale and purchase agreement with Cashbuild Limited for the disposal of the issued share capital of The Building Company Proprietary Limited for a total purchase price, including permitted leakages, of R1.2 billion. The transaction will enable the group to streamline its portfolio of businesses and focus on its core business of discount and value retail. The Zimbabwe discontinued operation was previously included under the clothing and general merchandise segment, whereas The Building Company discontinued operations was previously included under the building materials segment. 7.2 Income statement Revenue 7 247 8 227 Cost of sales (5 764) (6 604) Gross profit 1 483 1 623 Operating income 48 73 Operating expenses (1 018) (1 484) Debtors’ costs (63) (11) Operating profit before depreciation, amortisation and capital items 450 201 Depreciation and amortisation (note 10, 11 and 12) (266) (104) Operating profit before capital items 184 97 Capital items (note 4) (301) (1 236) Operating loss (117) (1 139) Finance costs (144) (76) Finance income 50 70 Loss before taxation (211) (1 145) Taxation 7 71 Loss for the year before non-controlling interest (204) (1 074) Non-controlling interest (4) – Loss for the year (208) (1 074) 7.3 Details of the sale of the Zimbabwe operations Consideration received in cash – – Carrying amount of net assets sold 3 – Gain on sale before taxation and reclassification of foreign currency translation reserve (note 4.6) 3 – Reclassification of foreign currency translation reserve (note 4.7) (165) – Taxation – – Loss on sale after taxation (162) – 7.4 Details of the sale of The Building Company Cash consideration receivable net of transaction fees 1 206 – Carrying amount of net assets sold (1 378) – Loss on sale before taxation (172) – Taxation – – Loss on sale after taxation (note 4.5) (172) –
1 Prior year comparatives have been reclassified for the effect of the discontinued operation as detailed in note 7. 58 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Year ended Year ended 30 September 30 September 2020 20191 Rm Rm 7. DISCONTINUED OPERATIONS (continued) 7.5 Statement of cash flows Net cash inflow from operating activities 383 137 Net cash outflow from investing activities (62) (102) Net cash (outflow)/inflow from financing activities (99) 110 Net increase in cash and cash equivalents 222 145 Effects of exchange rate translations on cash and cash equivalents (45) (167) Cash and cash equivalents at beginning of the year 452 474 Cash and cash equivalents at end of the year 629 452
7.6 The economy of Zimbabwe was assessed in accordance with IAS 29: Financial Reporting in Hyperinflationary Economies, and was found to be in hyperinflation for the year ended 30 September 2020 and 2019. The hyperinflation accounting impact was found to be immaterial, therefore it was decided that no adjustments would be made to the group’s results for the Zimbabwean operations as being hyperinflationary.
1 Prior year comparatives have been reclassified for the effect of the discontinued operation as detailed in note 7. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 59 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Year ended 30 September 2020 Year ended 30 September 20191
Continuing Discontinued Total Continuing Discontinued Total Cents Cents Cents Cents Cents Cents 8. EARNINGS AND HEADLINE EARNINGS PER SHARE Earnings and headline earnings per share are calculated in note 8.1 to 8.5 below: Earnings per share (cents) Basic (note 8.3) (80.3) (5.9) (86.2) 93.8 (31.1) 62.6 Headline (note 8.4) 62.6 2.9 65.5 95.5 1.3 96.8 Diluted basic (note 8.3) (79.4) (5.9) (85.3) 93.2 (30.9) 62.2 Diluted headline (note 8.4) 62.0 2.9 64.9 94.9 1.3 96.2 8.1 Earnings and headline earnings attributable to owners of the parent Rm Rm Rm Rm Rm Rm (Loss)/profit for the year (2 826) (208) (3 034) 3 235 (1 074) 2 161 Attributable to non-controlling interests – – – – (1) (1) Earnings attributable to ordinary shareholders (2 826) (208) (3 034) 3 235 (1 075) 2 160 Capital items (note 4) 5 140 301 5 441 60 1 236 1 296 Taxation effect of capital items (note 4) (111) 10 (101) (1) (114) (115) Headline earnings 2 203 103 2 306 3 294 47 3 341
30 September 30 September 2020 2019 Million Million
8.2 Weighted average number of ordinary shares Issued ordinary shares at beginning of the year 3 450 3 450 Scrip dividend issued 26 – Share issued through accelerated book-build 44 – Weighted average number of ordinary shares at end of the year for the purpose of basic earnings per share and headline earnings per share 3 520 3 450 Effect of dilution due to share rights issues in terms of share scheme (note 27)2 37 22 Weighted average number of ordinary shares at end of the year for the purpose of diluted earnings per share and diluted headline earnings per share 3 557 3 472
1 Prior year comparatives have been reclassified for the effect of the discontinued operation as detailed in note 7. 2 Share rights issued to employees have been taken into account for diluted earnings and diluted headline earnings per share purposes. 60 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Year ended 30 September 2020 Year ended 30 September 20191
Continuing Discontinued Total Continuing Discontinued Total Cents Cents Cents Cents Cents Cents 8. EARNINGS AND HEADLINE EARNINGS PER SHARE (continued) 8.3 Earnings per share The calculation of per share numbers uses the exact unrounded numbers, which may result in differences when compared to calculating the numbers using the rounded number of shares and earnings as disclosed below. Basic earnings per share Basic earnings per share (80.3) (5.9) (86.2) 93.8 (31.2) 62.6 Diluted earnings per share Diluted earnings per share (79.4) (5.9) (85.3) 93.2 (31.0) 62.2
8.4 Headline earnings per share Headline earnings is an additional earnings number that is permitted by IAS 33. The starting point is earnings as determined in IAS 33, excluding separately identifiable remeasurements, net of related taxation (both current and deferred) and related non-controlling interests other than remeasurements specifically included in headline earnings. This number is required to be reported by the JSE and is defined by Circular 1/2019: Headline Earnings. Headline earnings per share Headline earnings per share 62.6 2.9 65.5 95.5 1.3 96.8 Diluted headline earnings per share Diluted headline earnings per share 62.0 2.9 64.9 94.9 1.3 96.2
8.5 Net asset value per share Net asset value per ordinary share is calculated by dividing the ordinary shareholders’ equity by the number of ordinary shares in issue at year-end. Net asset value per share 1 453.6 1 640.4
1 Prior year comparatives have been reclassified for the effect of the discontinued operation as detailed in note 7. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 61 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 2019 Rm Rm 9. GOODWILL Carrying amount at beginning of the year 41 865 42 537 Arising on business combinations (note 29) 114 – Impairments (note 4) (4 699) (672) Carrying amount at end of the year 37 280 41 865 Cost 43 505 43 391 Accumulated impairment (6 225) (1 526) Carrying amount at end of the year 37 280 41 865
When the group acquires a business that qualifies as a business combination in respect of IFRS 3: Business Combinations, the group determines the fair value of assets acquired, including identifiable intangible assets, and the liabilities assumed. Any excess of the aggregate of the consideration transferred, non-controlling interest in the acquiree and for a business combination achieved in stages, the acquisition- date fair value of the acquirer’s previously held equity interest in the acquiree, over the fair value of those net assets, is considered to be goodwill. The goodwill acquired in a business combination is allocated, at acquisition, to the group of CGUs that is expected to benefit from that business. Goodwill is assessed for impairment annually, irrespective of whether there is any indication of impairment.
Review of impairment The impairment test compares the carrying amount of the CGU, including goodwill to the higher of the value in use, or fair value less cost to sell of the unit. The recoverable amount of the group of CGUs is determined from the fair value less cost to sell calculation (fair value hierarchy level 3) (2019: value in use model), using a discounted cash flow model. The key assumptions for the fair value less cost to sell calculation (2019: value in use model) are those regarding the discount rates, growth rates, expected changes to the revenue growth during the forecast period and working capital requirements. The discount rates are based on the weighted average cost of capital, while growth rates are based on management’s experience and expectations. Growth rates used do not exceed the long-term average growth rate for the area in which the group of CGUs operates. Assumptions are based on past practices, expectations of future changes in the market and the impact of COVID-19 on future cash flows and economic environment, and are derived from the most recent financial budgets and forecasts that have been prepared by management for the next year and extrapolated cash flows for the following years based on an estimated growth rate as set out below. The clothing and general merchandise segment experienced lower than expected growth in the current year, due to trade restrictions following lockdowns in the majority of countries where the group operates. Management expects constrained future growth, especially for the PEP Africa, Shoe City and Tekkie Town divisions, due to weak projected macroeconomic activity and the effect thereof on customer disposable income. (2019: The general slowdown experienced in the construction sector at large continued during the year. The building contractors’ element of the Business Confidence Index recorded a 20-year low. The building materials segment was significantly affected by the depressed activity during the financial year. The current performance, considered in line with the medium- term outlook of the business and the industry, has led to a significant decrease in expected future cash generation relating to the building materials segment.) See sensitivity analysis below for further possible exposure of the recoverable amount. An impairment charge has been recognised for both goodwill and indefinite life intangible assets when the carrying amount exceeds the recoverable amount. The recoverable amount of the group of CGUs reflected the fair value less cost to sell. During the year, an impairment charge of R3.019 billion was processed to impair the goodwill relating to Ackermans, Dunns, PEP, PEP Africa, Refinery, Shoe City and Tenacity group of CGUs; R1.645 billion was processed to impair the goodwill relating to Tekkie Town’s group of CGUs; and R35 million relating to the goodwill of Eezi to its recoverable amount (2019: R672 million relating to the building materials’ CGU).
Impairment tests for CGUs containing goodwill Goodwill is monitored by management at the following group of CGUs, not greater than the four operating segments identified in note 1:
2020 2020 Rm 2020 Rm Accumulated Rm 2019 Cost impairment Carrying value Rm
Clothing and general merchandise Ackermans, Dunns, PEP, PEP Africa, Refinery, Shoe City, Tenacity 39 320 (3 019) 36 301 39 320 Tekkie Town 2 251 (1 645) 606 2 251 S.P.C.C., CODE 24 – 24 – Furniture, appliances and electronics Bradlows, Rochester, Russells, Sleepmasters 12 – 12 12 Abacus 55 – 55 – FinTech Call centre and debt collector 282 – 282 282 Eezi 35 (35) – – 41 979 (4 699) 37 280 41 865 62 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
9. GOODWILL (continued) The following table sets out the key assumptions for the group of CGUs that have significant goodwill allocated to them:
Clothing and general merchandise (excl Tekkie Tekkie Furniture and Building Town) Town appliances Electronics materials FinTech
2020 Post-taxation discount rate 13.9% 14.8% 15.0% 15.0% n/a 14.4% Short- to medium-term revenue (compound annual growth rate) 7.4% 5.5% 2.3% 2.0% n/a 0.2% Long-term growth rate 5.5% 4.8% 4.8% 4.8% n/a 4.5% Forecasted cash flows 5 years 5 years 5 years 5 years n/a 5 years 2019 Pre-taxation discount rate 16.5% 16.2% 17.4% 17.4% 18.0% 19.8% Medium-term revenue (annual growth rate) 10.5% 10.8% 6.0% 6.0% 4.5% 10.3% Long-term growth rate 6.0% 6.0% 6.0% 6.0% 5.0% 6.0% Forecasted cash flows 5 years 5 years 5 years 5 years 5 years 5 years
Management have determined the values assigned to each of the above key assumptions as follows: Post-tax discount rate Reflect specific risks relating to the relevant segments and the countries in which they operate. Pre-tax discount Reflect specific risks relating to the relevant segments and the countries in which they operate. rate (2019) Revenue Average annual growth rate over the budgeted period; based on current industry trends and including long-term inflation forecasts for each group of CGUs. Long-term growth This is the weighted average growth rate used to extrapolate cash flows beyond the five-year period. The rate rates are consistent with forecasts included in industry reports. Cash flow assumptions Management base future cash flow assumptions on historical performance and approved budgets.
Sensitivity analysis Management has adjusted the cash flows of the group of CGUs for entity-specific risk factors to arrive at the future cash flows expected to be generated from the group of CGUs. There is no indication based on a reasonable fluctuation in those risk factors that the goodwill is further impaired. Refer below the recoverable amount of CGUs sensitive to reasonable fluctuations in risk factors:
2020 2019 Rm Rm
Clothing and general merchandise Ackermans, Dunns, PEP, PEP Africa, Refinery, Shoe City, Tenacity1 49 559 – Tekkie Town 2 089 260
1 Ackermans, Dunns, PEP, PEP Africa, Refinery, Shoe City and Tenacity group of CGUs was not sensitive to reasonable fluctuations in key assumptions in the prior year and the recoverable amount was therefore not disclosed. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 63 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
9. GOODWILL (continued) The recoverable amount of the Ackermans, Dunns, PEP, PEP Africa, Refinery, Shoe City and Tenacity group of CGUs would increase/ decrease if the following key assumptions were to change: Recoverable 2020 From To amount
Recoverable amount decrease if the following key assumptions were to change: Post-tax discount rate 13.9% 14.8% 44 196 Short- to medium-term revenue (compound annual growth rate) 7.4% 6.9% 46 806 Long-term growth rate 5.5% 5.0% 45 208 Recoverable amount increase if the following key assumptions were to change: Post-tax discount rate 13.9% 13.0% 56 221 Short- to medium-term revenue (compound annual growth rate) 7.4% 7.9% 52 366 Long-term growth rate 5.5% 6.0% 54 388
The recoverable amount of the Tekkie Town CGU would increase/decrease if the following key assumptions were to change:
Recoverable 2020 From To amount Recoverable amount decrease if the following key assumptions were to change: Post-tax discount rate 14.8% 15.8% 1 905 Short- to medium-term revenue (compound annual growth rate) 5.5% 5.0% 1 869 Long-term growth rate 4.8% 4.3% 2 021 Recoverable amount increase if the following key assumptions were to change: Post-tax discount rate 14.8% 13.7% 2 340 Short- to medium-term revenue (compound annual growth rate) 5.5% 6.0% 2 677 Long-term growth rate 4.8% 5.3% 2 164
2019 From To Pre-tax discount rate 16.2% 16.9% Long-term growth rate 6.0% 5.2% Medium-term working capital improvement 10.0% 5.7%
The directors and management have considered and assessed reasonably possible changes for other key assumptions and have not identified any instances that could cause a further impairment relating to the CGUs mentioned above. 64 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Software Work in Trade and and ERP Customer progress brand names¹ systems lists ERP systems Total Rm Rm Rm Rm Rm 10. INTANGIBLE ASSETS Balance at 30 September 2018 18 199 298 15 – 18 512 Additions 3 141 – – 144 Amortisation2 – (137) (4) – (141) Impairment (note 4) (547) – – – (547) Transfer from property, plant and equipment (note 11) – 11 – – 11 Balance at 30 September 2019 17 655 313 11 – 17 979 Additions 4 98 – 135 237 Acquired on acquisition of businesses (note 29) 17 – – – 17 Amortisation2 – (101) – – (101) Disposals – 1 – – 1 Impairment (note 4) (103) – – – (103) Transfer (to)/from property, plant and equipment (note 11) – (6) – 8 2 Transfer to assets classified as held for sale (note 20) – (4) – – (4) Balance at 30 September 2020 17 573 301 11 143 18 028 Cost 18 843 1 453 36 – 20 332 Amortisation and impairment (1 188) (1 140) (25) – (2 353) Net book value at 30 September 2019 17 655 313 11 – 17 979 Cost 18 864 1 434 36 143 20 477 Amortisation and impairment (1 291) (1 133) (25) – (2 449) Net book value at 30 September 2020 17 573 301 11 143 18 028
1 Patents and trademarks have been aggregated with trade and brand names. 2 Amortisation consists of amortisation from continued operations of R95 million (2019: R134 million) and discontinued operations of R6 million (2019: R7 million).
Classification of intangible assets 2020 Indefinite useful life assets 17 556 – – – 17 556 Definite life assets 17 301 11 143 472 17 573 301 11 143 18 028 2019 Indefinite useful life assets 17 655 – – – 17 655 Definite life assets – 313 11 – 324 17 655 313 11 – 17 979
Trade and brand names The carrying value of the trademarks below are included in the following group of CGUs:
2020 2019 Rm Rm
Clothing and general merchandise Ackermans, CODE, Dunns, John Craig, PEP, PEP Africa, Refinery, Shoe City, Tenacity 15 998 15 981 Tekkie Town 766 766 Furniture, appliances and electronics Bradlows, Rochester, Russells, Sleepmasters 619 615 Incredible Connection 190 293 17 573 17 655
Refer to note 9 for the assumptions relating to the impairment tests for the group of CGUs containing intangible assets other than software and ERP systems, and work in progress ERP systems. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 65 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
10. INTANGIBLE ASSETS (continued) Review of impairment The impairment test compares the carrying amount of the CGU, including goodwill to the higher of the value in use, or fair value less cost to sell of the unit. The recoverable amount of the group of CGUs is determined from the fair value less cost to sell calculation (2019: value in use model), using a discounted cash flow model. The key assumptions for the fair value less cost to sell calculation are those regarding the discount rates, growth rates, expected changes to the revenue growth during the forecast period and working capital requirements. The discount rates are based on the weighted average cost of capital, while growth rates are based on management’s experience and expectations. Growth rates used do not exceed the long-term average growth rate for the area in which the group of CGUs operates. Assumptions are based on past practices, expectations of future changes in the market and the impact of COVID-19 on future cash flows and economic environment, and are derived from the most recent financial budgets and forecasts that have been prepared by management for the next year and extrapolated cash flows for the following years based on an estimated growth rate as set out below. Where an intangible asset, such as a trademark, trade name and brand name, has been assessed as having an indefinite useful life (see accounting policies), the cash flow of the group of CGUs, supporting the goodwill and driven by the trademark, brand or patent is also assumed to be indefinite. The key assumptions for those groups of CGUs that have significant intangible assets allocated to them are presented in note 9.
Impairment An impairment charge is required for both goodwill and other indefinite life intangible assets when the carrying amount exceeds the recoverable amount. The recoverable amount of the CGU reflected the fair value less cost to sell of R312 million (2019: value in use). Indefinite useful life intangible assets were tested for impairment during the year and an impairment of R103 million (2019: R547 million relating to the building materials segment) was recognised relating to the Incredible Connection division within the furniture, appliances and electronics segment. The division experienced lower than expected growth in the current year due to trade restrictions following the national lockdown. Management expects constrained future growth, due to weak projected macroeconomic activity and the effect thereof on customer disposable income. There is no indication based on a reasonable fluctuation in the key assumptions that the remaining balance of the indefinite useful life intangible assets is impaired, other than those specifically noted below under the sensitivity analysis. No impairment relating to software was recognised in the current and prior financial year. There is no indication that the software and ERP systems are impaired. All impairment testing was done consistently with methods used in the prior year.
Sensitivity analysis Management has adjusted the cash flows of the group of CGUs for entity-specific risk factors to arrive at the future cash flows expected to be generated from the group of CGUs. There is no indication based on a reasonable fluctuation in those risk factors that the indefinite useful life intangible assets are further impaired. The Incredible Connection indefinite useful life intangible asset has been impaired to the CGU’s recoverable amount. The sensitivity analysis is therefore presented in relation to changes in assumptions underpinning the impairment tests performed. The recoverable amount of the CGU would increase/decrease if the following key assumptions were to change:
Recoverable 2020 From To amount
Recoverable amount decrease if the following key assumptions were to change: Post-taxation discount rate 15.0% 15.6% 300 Short- to medium-term revenue (compound annual growth rate) 2.0% 1.5% 240 Long-term growth rate 4.8% 4.3% 304 Recoverable amount increase if the following key assumptions were to change: Post-taxation discount rate 15.0% 14.4% 331 Short- to medium-term revenue (compound annual growth rate) 2.0% 2.5% 385 Long-term growth rate 4.8% 5.3% 321
The directors and management have considered and assessed reasonably possible changes for other key assumptions and have not identified any instances that could cause a further impairment relating to the CGUs mentioned above. 66 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
10. INTANGIBLE ASSETS (continued) Useful lives Under IAS 38, the useful life of an asset is either finite or indefinite. An indefinite life does not mean an infinite useful life, but rather that there is no foreseeable limit to the period over which the asset can be expected to generate cash flows for the entity. Intangible assets with an indefinite useful life are not amortised; an impairment test is performed at least annually, as well as an annual review of the assumptions used to determine the useful life. The majority of the group’s trade names, brand names and/or trademarks have been assessed as having an indefinite useful life. The majority of these trade names and brand names were assessed independently at the time of the acquisitions, and the indefinite useful life assumptions were supported by the following evidence: The industry is mature and well established. The trade names, brand names and/or trademarks are long established relative to the market and have been in existence for a long time. The intangible assets relate to trade names, brand names, trademarks and patents rather than products and are therefore not vulnerable to typical product life cycles or to the technical, technological, commercial or other types of obsolescence that can be seen to limit the useful lives of other trade names and brand names. There is a relatively low turnover of comparable intangible assets, implying stability within the industry. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 67 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Land and Furniture and Leasehold Computer Other buildings fittings improvements equipment assets Total Rm Rm Rm Rm Rm Rm 11. PROPERTY, PLANT AND EQUIPMENT Balance at 30 September 2018 928 2 373 517 439 994 5 251 Additions 70 769 193 283 256 1 571 Depreciation1 (30) (593) (154) (225) (156) (1 158) Disposals – (38) (6) (8) (19) (71) Impairment (note 4)2 – (17) (5) (21) (1) (44) Reclassification 1 322 22 – (345) – Transfer to intangible assets (note 10) – – – (11) – (11) Transfer to assets classified as held for sale (note 20) (3) – – – – (3) Exchange differences on consolidation of foreign subsidiaries (24) (41) (4) – – (69) Balance at 30 September 2019 942 2 775 563 457 729 5 466 Additions 344 593 182 182 155 1 456 Tenant installation contribution opening balance capitalised reclassified to right-of-use assets under IFRS 16 (note 12) – – 85 – – 85 Depreciation¹ (30) (664) (193) (214) (153) (1 254) Disposals – (19) (9) (5) (8) (41) Impairment (note 4)2 – (49) (22) – (9) (80) Acquisition of businesses (note 29) – – 5 2 1 8 Reclassification – 26 12 1 (39) – Transfer to intangible assets (note 10) – – – 6 (8) (2) Transfer to assets classified as held for sale (note 20) 1 (135) (22) (9) (222) (387) Exchange differences on consolidation of foreign subsidiaries (17) (53) (3) – (2) (75) Balance at 30 September 2020 1 240 2 474 598 420 444 5 176 Cost 1 060 5 718 1 283 1 790 1 365 11 216 Accumulated depreciation and impairment (118) (2 943) (720) (1 333) (636) (5 750) Net book value at 30 September 2019 942 2 775 563 457 729 5 466
Cost 1 387 5 580 1 438 1 728 833 10 966 Accumulated depreciation and impairment (147) (3 106) (840) (1 308) (389) (5 790) Net book value at 30 September 2020 1 240 2 474 598 420 444 5 176
1 Depreciation consists of depreciation from continued operations of R1 160 million (2019: R1 061 million) and discontinued operations of R94 million (2019: R97 million). 2 Impairment consists of impairments from continuing operations of R80 million (2019: R40 million) and discontinued operations of Rnil (2019:R4 million). 68 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
11. PROPERTY, PLANT AND EQUIPMENT (continued) Land and buildings Details of land and buildings are available for inspection by shareholders on request at the various registered offices of the company and its subsidiaries. Other assets Other assets comprise: motor vehicles, office equipment and capital work in progress. Capital work in progress is not depreciated. Encumbered assets Assets with a book value of Rnil (2019: R22 million) are encumbered and relates to assets transferred to discontinued operations as per note 20. Insurance Property, plant and equipment, with the exception of motor vehicles and land, are insured at approximate cost of replacement. Motor vehicles are insured at market value. Impairment losses (continued and discontinued operations) consist of (note 4):
2020 2019 Rm Rm
Clothing and general merchandise1 51 44 Furniture, appliances and electronics2 29 – 80 44
1 The current year impairment losses relate to assets of PEP Africa (2019: R18 million) where stores were closed and assets no longer in use, computer assets of Rnil (2019: R21 million) no longer in use as these assets were replaced by newer versions (making the previous versions redundant) and Rnil (2019: R5 million) relates to other assets no longer in use. 2 The current year impairment losses relate to closed stores and assets no longer in use of R22 million (2019: Rnil) and R7 million (2019: Rnil) relates to other assets no longer in use. Useful lives The estimated useful lives are reflected in the accounting policies. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 69 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Land and Other buildings assets Total Rm Rm Rm 12. RIGHT-OF-USE ASSETS Opening balance on adoption of IFRS 16: Leases (1 October 2019) 12 652 6 12 658 Additions 2 226 – 2 226 Remeasurement due to lease modifications (752) – (752) Depreciation1 (2 537) (2) (2 539) Impairment (note 4)2 (203) – (203) Acquisition of businesses (note 29) 24 – 24 Transfer to assets classified as held for sale (note 20) (579) (4) (583) Exchange differences on consolidation of foreign subsidiaries (61) – (61) Balance at 30 September 2020 10 770 – 10 770 Cost 20 254 12 20 266 Accumulated depreciation and impairment (7 602) (6) (7 608) Net book value at 1 October 2019 12 652 6 12 658
Cost 12 694 – 12 694 Accumulated depreciation and impairment (1 924) – (1 924) Net book value at 30 September 2020 10 770 – 10 770
1 Depreciation consists of depreciation from continued operations of R2 373 million and discontinued operations of R166 million. 2 Impairment consists of impairments from continued operations of R235 million and impairment reversals from discontinued operations of R32 million. Impairment The right-of-use assets relating to retail stores, office space and distribution centres are each seen as an individual CGU. The group assesses each of these CGUs when indicators of impairment are identified. These mainly include loss-making stores and stores marked for closure. The impairment test compares the carrying amount of the CGU to the higher of the value-in-use, or fair value of the unit. For retail stores, the recoverable amount of the CGU is determined from the value in use calculation, whereas office space and distribution centres CGUs are determined from its fair value. The key assumptions for the value-in-use calculation are those regarding the discount rates and growth rates. The discount rates are based on the pre-taxation weighted average cost of capital of 12.7% relating to South Africa (other African countries use different weighted average cost of capital rates, but the effect thereof is immaterial), while growth rates are based on management’s experience and expectations that are in line with the growth rates used for the goodwill impairment assessment as per note 9. Growth rates used do not exceed the long-term average growth rate for the area in which the CGU operates. Lease term Right-of-use assets are written off over the shorter of the useful life or the lease term of the specific right-of-use asset. The lease term of the group is generally between 3 – 5 years and if a lease contains an option to renew, the option period also ranges between 3 – 5 years. 70 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Carrying Carrying amount amount Place of % ownership Nature of investment1 loan incorporation interest relationship Rm Rm 13. INTERESTS IN ASSOCIATE 13.1 Balance at 30 September 2020 S’Ya Phanda Proprietary Limited South Africa 46% Associate – 52 – 52 Balance at 30 September 2019 S’Ya Phanda Proprietary Limited South Africa 46% Associate – 50 – 50
During the prior year, the group acquired 46 shares at R1 each in S’Ya Phanda Proprietary Limited and advanced loan funding to the entity for black supplier development initiatives. The entity provides B-BBEE consulting services and is intended to make strategic investments. R50 million of the interest in associate relate to a loan that is secured, interest free and is repayable on 396 day notice. The loan was assessed for impairment using the ECL model. Management concluded that the current year impact is not deemed to be material (2019: S’Ya Panda had sufficient cash available to repay the loan, therefore the probability of default was deemed to be remote). Through the shareholder agreement, the group is guaranteed one of three or two of five seats on the board of S’Ya Phanda and participates in all significant financial and operating decisions. The group has therefore determined that it has significant influence over this entity.
2020 2019 Rm Rm
13.2 Details of assets and liabilities of associate at year-end: Non-current assets Investments1 51 – Current assets Cash and cash equivalents 1 50 Total assets 52 50 Equity Retained earnings 2 – Non-current liabilities Loans due to related parties 50 50 Total equity and liabilities 52 50
1 During the year, S’Ya Phanda Proprietary Limited acquired 76.5% of MapleWave Holdings Proprietary Limited, who holds 100% in Bradian Logistics Proprietary Limited. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 71 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 2019 Rm Rm 14. INVESTMENTS AND LOANS Long-term investments and loans Fair value through OCI Unlisted investments – Other 1 2 Loans and receivables at amortised cost Gross loans to current and previous members of key management and employees 135 167 Impairment against loans (note 31.5) (100) (100) Net loans to current and previous members of key management and employees 35 67 Unlisted bonds 58 105 Loan receivable 14 – 108 174
Details of other investments are available at the registered office of the company for inspection by shareholders.
Loans to current and previous members of key management and employees Loans were advanced in prior years to current and previous employees and members of key management to enable them to purchase shares in BVI. The loans were granted after reviewing each employee or member of key management’s ability to repay the loan when it falls due, as well as the underlying pledged share in BVI. The group is still in the process of recouping the outstanding loans payable. The group managed to conclude settlement agreements with the vast majority of individuals indebted to the group on loans granted to current and previous members of management who invested in BVI. A portion of the loans to current Pepkor employees was settled by 31 March 2020 in terms of the settlement agreement reached in November 2019. These loans were measured using the general model based on lifetime ECLs. The group holds the employee shares in BVI as security for the loans provided to current and previous employees and members of key management and employees. BVI’s underlying investment is an investment in Steinhoff shares. The group holds the employees’ shares in BVI as security for loans outstanding. The fair value of the shares is negligible. Refer to note 32 for the details relating to the loan balances to key management members and relating ECL provision. The loans to current and previous members of key management and employees consist of various loans that are repayable by November 2021, bearing interest at market-related interest rates. These loans are shown net of a provision for expected credit losses of R100 million (2019: R100 million). The fair value of loans is disclosed in note 31.
Unlisted bonds Unlisted bonds consist of:
2020 2019 Rm Rm
Angola government bonds: issued by ministry of finance – 98 Standard Bank bond: issued by Standard Bank Angola 58 7 58 105
The details relating to the bonds are as follows:
Issue Coupon interest Maturity Denomination date rate date
2020 Standard Bank bond Angola kwanza 11/12/2018 17.00% 11/12/2021 2019 Ministry of finance bond Angola kwanza 23/08/2018 12.25% 23/08/2021 Standard Bank bond Angola kwanza 11/12/2018 17.00% 11/12/2021
The maximum exposure to credit risk at reporting date is limited to the carrying value. None of the government bonds are past due or impaired. The group does not hold any collateral as security. The Moody’s credit rating classifies the credit risk relating to Angola bonds as BB– (2019: B3). Refer to note 31.5 for the Moody’s rating scale. Refer to note 31.5 for credit risk assessment of the above investments and loans. 72 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
14. INVESTMENTS AND LOANS (continued) Loan receivable During the year, the group granted a loan of R14 million to the Share Empowerment Academy as part of enterprise and supplier development. Management has assessed the ECL for the loan and found it to be immaterial. Consolidated structured entities During the current financial year, a loan facility was advanced by the group amounting to R519 million in order to settle the external guarantee with RMB and thereby settling the outstanding guarantee. Proceeds that BVI may receive in respect of a claim that was instituted by BVI against Steinhoff, must be used to repay the group for its settlement of the external debt. Since extinguishing the BVI guarantee exposure to RMB, in exchange for direct credit exposure to BVI, the assessment of the group’s ability to control BVI has changed to that of a control nature, therefore leading to the consolidation thereof. The impact was, however, immaterial to the group. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 73 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 2019 Rm Rm 15. DEFERRED TAXATION (LIABILITIES)/ASSETS 15.1 Deferred taxation movement (liabilities)/assets Balance at beginning of the year (2 795) (2 777) Effect of adopting IFRS 16: Leases (2019: IFRS 9: Financial instruments) 978 32 Deferred taxation of businesses acquired (note 29) 6 – Amounts charged directly to OCI and equity Cash flow hedging reserve and share-based payment reserve (39) 41 Current year charge Exchange differences from translation of net investment in foreign operations – (5) Income statement charge (note 6) 584 (81) Transfer to asset and liabilities classified as held for sale (note 20) (202) – Exchange differences on consolidation of foreign subsidiaries 3 (5) Balance at end of the year (1 465) (2 795)
15.2 Deferred taxation balances The corporate taxation rate in South Africa is 28% (2019: 28%) and the capital gains taxation rate 22.4% (2019: 22.4%). Deferred taxes for non-South African subsidiaries are calculated based on taxation rates that have been enacted or substantively enacted by the reporting date. Total deferred taxation liabilities (3 933) (4 037) Total deferred taxation assets 2 468 1 242
Realisation of the deferred taxation assets are expected out of future taxable income, which was assessed and deemed to be reasonable based on the budgets of the various statutory entities. Deferred taxation balance comprises: Intangible assets (3 925) (3 953) Prepayments and provisions 455 405 Taxation losses 48 48 Operating leases – 161 Doubtful debts 413 300 Property, plant and equipment (8) (37) Right-of-use assets (3 096) – Lease liabilities 4 218 – Share-based payments 71 40 Unrealised foreign exchange gain 26 27 Deferred revenue 271 168 Other 62 46 (1 465) (2 795) 15.3 Unrecognised deferred taxation assets Deferred taxation assets have not been recognised in respect of the following item: Taxation losses The taxation losses and deductible temporary differences do not expire under current taxation legislation, with the exception of certain African jurisdictions. Deferred taxation assets have not been recognised in respect of these items because it is not yet probable that future taxable profits will be available against which the group can realise the benefits therefrom. Deferred taxation assets are assessed at each statutory entity individually. The utilisation of the deferred taxation asset recognised is dependent on future taxable profits that are in line with budgets. 2 468 2 271
15.4 Taxation losses Estimated taxation losses available for offset against future taxable income 2 673 2 475 74 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 2019 Rm Rm 16. TRADE AND OTHER RECEIVABLES Current trade and other receivables Trade receivables 1 047 1 562 Related-party receivables (note 32) 5 2 Instalment sale receivables 1 630 1 479 Credit sales through store cards 2 999 2 822 Total gross trade receivables, instalment sale receivables and credit sales through store cards 5 681 5 865 Less: provision for expected credit losses relating to trade receivables (note 31.5) (113) (184) Less: provision for expected credit losses relating to instalment sale receivables (note 31.5) (707) (490) Less: provision for expected credit losses relating to credit sales through store cards (note 31.5) (651) (479) Total trade receivables, instalment sale receivables and credit sales through store cards 4 210 4 712 Other amounts due 1 052 1 641 Less: provision for expected credit losses relating to other amounts due (note 31.5) (57) (69) Derivative financial assets 636 186 Current trade and other receivables (financial assets) 5 841 6 470 Prepayments 108 139 Value-added taxation receivable 208 200 6 157 6 809
For normal trade receivables the credit period on the sale of goods is between 30 and 90 days, whereas the credit period for credit granted through store cards is between 30 and 360 days, and instalment sales can be up to three to five years. Where relevant, interest is charged at rates as determined by the National Credit Act on the gross outstanding balances, unless the outstanding balance is credit-impaired, in which case interest is calculated on the net outstanding balance. Before accepting any new customers, credit risk management uses various credit bureaux and performs credit assessments. These customers’ credit ratings are reviewed on a regular basis. To assess the new customer’s credit potential and credit limit, the credit rating together with the customer affordability, as detailed below, is taken into consideration. For credit sales through instalment sale receivables customer affordability is also taken into consideration before accepting any new customers. This process involves collecting information regarding the customer’s income, current debt obligations and additional expenses. The group has its own expense model, in addition to the National Credit Regulator’s expense table. The following factors are then taken into consideration, in consultation with the customer, to conclude the affordability of each: assessing existing financial means and prospects, existing financial obligations and debt repayment history. For credit sales through store cards, customer affordability is also taken into consideration before accepting any new customers. This process involves collecting information regarding the customer’s income and expenses as well as independently obtained data regarding the prescribed minimum expenses and listed credit commitments. The customer’s disposable income is then derived and the calculation with the most conservative value is used in determining the potential customer’s credit limit. Given the diverse nature of the group’s operations, it does not have significant concentration of credit risk in respect of trade receivables, with exposure spread over a large number of customers. No customer represents more than 5% of the total trade receivables at year-end. The group’s exposure to credit risk related to trade and other receivables and the movement in the provision for expected credit losses is disclosed in note 31.5. The trade and other receivables, other than derivative financial assets, are denominated in the functional currency of the various subsidiaries. The total exposure to credit risk is therefore limited to the carrying value of the receivables. Refer to note 31.3 for the foreign currency risk relating to derivative financial assets. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 75 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 2019 Rm Rm 17. LOANS TO CUSTOMERS Current loans to customers Loans receivable from customers 1 905 2 154 Less: Provision for expected credit losses (note 31.5) (489) (331) 1 416 1 823 Long-term loans receivable from customers 81 154 Short-term loans receivable from customers 1 335 1 669 1 416 1 823
Loans receivables from customers consist of unsecured lending with repayment terms of between three and 24 months and attract interest based on rates as determined by the National Credit Act. Before accepting any new customers, credit risk management uses various credit bureaux and performs credit assessments. These customers’ credit ratings are reviewed on a regular basis. To assess the potential customer’s credit potential and credit limit, the credit rating together with the customer affordability, as detailed below, is taken into consideration. Customer affordability is also taken into consideration before accepting any new customers. This process involves collecting information regarding the customer’s income, current debt obligations and additional expenses. The group has its own expense model, in addition to the National Credit Regulator’s expense table. The following factors are then taken into consideration, in consultation with the customer, to conclude the affordability of each: assessing existing financial means and prospects, existing financial obligations and debt repayment history. Given the diverse nature of the group’s operations, it does not have significant concentration of credit risk in respect of loans to customers, with exposure spread over a large number of customers. The group’s exposure to credit risk related to loans to customers is disclosed in note 31.5. 76 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 2019 Rm Rm 18. INVENTORIES 18.1 Inventories at cost less provisions Finished goods and merchandise 9 306 12 603 Goods in transit 1 345 1 146 Raw materials and other inventories 78 76 10 729 13 825
18.2 Amount of write-down to net realisable value recognised as an expense during the year 572 449
18.3 Movement in the provision for inventory shrinkage, obsolescence and markdowns was as follows: Balance at beginning of the year (536) (643) Acquired on acquisition of businesses (note 29) (5) – Charge for the year (460) (309) Amounts used during the year 153 199 Unused amounts reversed 54 189 Transfer to assets classified as held for sale (note 20) 91 25 Foreign currency translation 9 3 Balance at end of the year (694) (536)
The group considers the following inputs, judgements and assumptions in calculating the provision for inventory shrinkage, obsolescence and markdowns: The nature of the product and/or product category. Past trends (including historical sales volumes and prices of the product and/or similar products). Evidence of impairment at year-end (including damaged goods, days on hand). Assessment of future saleability (product seasonality, technological obsolescence, aesthetic obsolescence). PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 77 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 Rm 19. INSURANCE The Abacus insurance business was purchased effective 1 December 2019. Refer to note 29 for further detail.
19.1 Insurance investments Insurance investments consist of short-term deposits that realise within 3 – 6 months. Due to the investment being highly liquid in nature, the investments have been disclosed as part of cash and cash equivalents. Refer to note 31.4 and 31.5.2 for interest rate risk and credit risk associated with cash and cash equivalents respectively.
19.2 Insurance and reinsurance receivables Insurance receivables Premium debtors 8 Less: provision for expected credit losses relating to other amounts due (note 31.5) – 8 Reinsurance receivables 1 9
19.3 Insurance and reinsurance payables Insurance liabilities 49 Reinsurance liabilities – 49 Long-term insurance contracts Outstanding claims 10 Claims incurred but not reported 18 Discounted cash flow reserve 8 Total 36 Short-term insurance contracts Claims reported 1 Claims incurred but not reported 2 Unearned premium reserve 10 Total 13 78 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 2019 Rm Rm 20. ASSETS AND LIABILITIES OF DISPOSAL GROUP Included in assets and liabilities classified as held for sale is The Building Company’s assets and liabilities in relation to the discontinued operation as at 30 September 2020. Refer to note 7 for further detail. The group further decided to dispose of certain of the assets and liabilities of the John Craig brand. The brand mainly operates in the smart/formalwear sector of the men’s wear market. This sector does not represent a strategic fit with the group’s main business proposition of supplying discounted value-added products to its customers. An active sales plan has been put in place to dispose of the aforementioned assets and liabilities.
20.1 Assets Intangible assets (note 10) 4 – Property, plant and equipment (note 11) 387 3 Right-of-use assets (note 12) 583 – Investments and loans – 2 Deferred taxation assets (note 15) 409 – Trade and other receivables 823 2 Inventories 1 357 2 Current income taxation assets 40 – Cash and cash equivalents 629 9 Total gross assets 4 232 18 Loss recognised due to remeasurement of disposal group to fair value less cost to sell (note 4) (172) (18) Total assets post impairment 4 060 –
20.2 Liabilities Long-term lease liabilities (note 23) (856) – Employee benefits (60) – Deferred taxation liabilities (note 15) (207) – Trade and other payables (1 267) (2) Short-term lease liabilities (note 23) (240) – Short-term interest-bearing loans and borrowings (1) – Short-term provisions (8) – Bank overdrafts and short-term facilities (177) – Total liabilities (2 816) (2)
20.3 Net assets 1 244 (2)
20.4 Net assets per disposal group The Building Company Total gross assets 4 048 – Loss recognised due to remeasurement of disposal group to fair value less cost to sell (note 4) (172) – Total liabilities (2 670) – Net assets 1 206 – John Craig brand Total gross assets 184 – Total liabilities (146) – Net assets 38 – PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 79 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 2019 21. SHARE CAPITAL 21.1 Authorised – ordinary Ordinary shares of no par value (number) 20 000 000 000 20 000 000 000
21.2 Issued – ordinary Balance at beginning of the year 3 450 000 000 3 450 000 000 Scrip dividend issued1 37 850 881 – Share issued through accelerated book-build2 172 500 000 – Total issued ordinary stated share capital (number) 3 660 350 881 3 450 000 000
21.3 Issued – ordinary Balance at beginning of the year 64 690 64 690 Scrip dividend issued 646 – Share issued through accelerated book-build 1 898 – Total issued ordinary stated share capital (Rm) 67 234 64 690
21.4 Unissued shares Shares reserved for future participation in share schemes 172 500 000 500 000 000 Shares under the control of the directors – 172 500 000 Unissued shares 16 167 149 119 15 877 500 000 Total unissued shares (number) 16 339 649 119 16 550 000 000 By way of general authority, shareholder approval was granted to the board to issue up to 172.5 million (4.95% of issued share capital) (2019: 172.5 million, 5% of issued share capital) shares for cash, subject to the provisions of the memorandum of incorporation (MOI) and the JSE Listings Requirements, which authority shall endure until the next AGM of the company. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at the meetings of the company.
21.5 Authorised – preference share capital Non-redeemable, non-cumulative, non-participating preference shares of no par value 5 000 000 5 000 000 Non-redeemable, cumulative, non-participating preference shares of no par value 2 500 000 2 500 000 Redeemable, non-cumulative, non-participating preference shares of no par value 2 500 000 2 500 000 Redeemable, cumulative, non-participating preference shares of no par value in the following classes: Class A1 redeemable, cumulative, non-participating preference shares of no par value 10 000 000 10 000 000 Class A2 redeemable, cumulative, non-participating preference shares of no par value 10 000 000 10 000 000 Class A3 redeemable, cumulative, non-participating preference shares of no par value 10 000 000 10 000 000 Class A4 redeemable, cumulative, non-participating preference shares of no par value 10 000 000 10 000 000 Class A5 redeemable, cumulative, non-participating preference shares of no par value 10 000 000 10 000 000 Total authorised preference share capital 60 000 000 60 000 000
As at the reporting date, preference share capital authorised are not in issue.
1 A scrip dividend totalling an amount of 37.8 million new ordinary shares was issued on 27 January 2020 at 1 707.15 cents per share to shareholders who did not elect to receive the alternative cash dividend in respect of all or part of their shareholding, resulting in a capitalisation of distributable retained earnings of the group of R646 million. 2 172.5 million new ordinary no par value shares were issued during an accelerated book-build from the authorised but unissued share capital of the group (placement shares) under and in accordance with the group’s existing general authority to issue shares for cash, granted by shareholders at the AGM held on 11 March 2020. The Placement Shares were issued at a price of R11.00 per share. 80 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 2019 Rm Rm 22. INTEREST-BEARING LOANS AND BORROWINGS 22.1 Analysis of closing balance: External interest-bearing loans and borrowings Secured financing Term loans 7 000 7 000 Preference debt¹ 2 000 6 000 Revolving credit facilities 2 500 2 500 General banking facility – – Bridge facility – 1 500 Capitalised finance lease and instalment sale agreements – 18 Floating rate notes 1 006 – Other 14 – 12 520 17 018 Total interest-bearing loans and borrowings 12 520 17 018 Portion payable within 12 months included in current liabilities – (1 510) Total non-current interest-bearing loans and borrowings 12 520 15 508
22.2 Analysis of repayment: External loans Repayable within the next year and thereafter – current and non-current split Next year – 1 510 Within two years 4 000 5 006 Within three years 8 300 8 002 Within four years – 2 500 Within five years 220 – 12 520 17 018
¹ The Class A cumulative redeemable preference shares are subject to repayment terms and qualify as a financial liability in accordance with IFRS 9.
Assets with a book value of Rnil (2019: R22 million) are encumbered as disclosed in note 11 and relate to The Building Company, which was classified as a discontinued operation during the current year. No other financial assets have been pledged as collateral for either year presented. The undiscounted cash flows of the remaining contractual maturity as well as the fair values of interest-bearing loans and borrowings are disclosed in note 31.6. The group is expected to settle its future debt as it falls due out of current reserves. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 81 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Facility Maturity Interest 2020 2019 Rm date rate Rm Rm 22. INTEREST-BEARING LOANS AND BORROWINGS 22.3 Loan details Unsecured Capitalised finance lease and instalment sale agreements under IAS 17 for the prior year – Various Various – 18 Secured hire purchase and lease agreements repayable in monthly or annual instalments over periods of one to five years. These leases are with various counterparties.
Loans due: Term Loan A1 – 24 May 2021 Three month JIBAR plus 200 bps – 2 500 Term Loan B 2 000 18 May 2022 Three month JIBAR plus 215 bps 2 000 2 000 Term Loan C 2 500 18 May 2023 Three month JIBAR plus 225 bps 2 500 2 500 Term Loan D1 2 500 30 September 2023 Three month JIBAR plus 240 bps 2 500 – Class A cumulative redeemable preference shares 2 000 23 May 2022 74% of Prime 2 000 6 000 Revolving credit facility (RCF) – 24 May 2021 Three month JIBAR plus 200 bps – 2 500 Revolving credit facility (RCF B)1 2 500 30 September 2023 Three month JIBAR plus 245 bps 2 500 – General banking facility (GBF) 2 500 364 days Linked to RSA Prime – – Bridge facility1 – 31 August 2020 Three month JIBAR plus 145 bps – 1 500 Bridge facility (RCF)1 1 000 30 September 2023 Three month JIBAR plus 240 bps – – Floating rate notes – PEP01 800 10 March 2023 Three month JIBAR plus 159 bps 800 – Floating rate notes – PEP02 206 10 March 2025 Three month JIBAR plus 174 bps 206 – Other loans – 21 September 2025 Prime 14 – 12 520 17 018
1 The group completed the refinancing of the existing debt due in the 2021 financial year during September 2020 through a syndication process that replaced the term loan A with term loan D, revolving credit facility with revolving credit facility B and the bridge revolving credit facility of R1 billion (‘New Facilities’).
On 10 March 2020, notes to the value of R1.006 billion were issued under the Domestic Medium-Term Note (DMTN) programme, which is a further source of funding to the group. The DMTN is guaranteed by Pepkor Trading Proprietary Limited. During the year, the Share Empowerment Academy granted a loan of R14 million to the group as part of B-BBEE initiatives, which is disclosed as other in the table above. Interest-bearing borrowings bear interest at variable, market-determined rates. These borrowings are measured at amortised cost, which approximates their fair value. Refer to note 31.6 for the financial covenants and the guarantees provided in relation to the interest-bearing borrowings and loans. Interest on external borrowings other than the GBF are payable quarterly in arrears. The interest on the GBF is payable on a monthly basis. 82 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 2019 Rm Rm 22. INTEREST-BEARING LOANS AND BORROWINGS (continued) 22.4 Total net debt Continued operations Cash and cash equivalents 5 241 3 925 Bank overdrafts and short-term facilities (241) (347) Interest-bearing loans and borrowings (12 520) (17 018) Lease liabilities (15 085) – (22 605) (13 440) Assets classified as held for sale (note 20) Cash and cash equivalents 629 9 Bank overdrafts and short-term facilities (177) – Interest-bearing loans and borrowings (1) – Lease liabilities (1 096) – (645) 9 Net debt reconciliation Net debt at beginning of the year 13 440 12 223 Movement in interest-bearing loans and borrowings Cash outflow with settlement of interest-bearing loans and borrowings through syndication process (6 500) – Cash inflow from interest-bearing loans and borrowings through syndication process 5 000 – Cash inflow from interest-bearing loans and borrowings – 1 500 Partial settlement of preference shares (4 000) – Floating rate notes issued 1 006 – Instalment sale agreement transferred to discontinued operations (18) (19) Acquisition of businesses (note 29) 9 – Repayment of loan acquired through acquisition of businesses (9) – Other loans raised 14 – Movement in lease liabilities Lease liability recognised on adoption of IFRS 16 (note 23) 17 022 – Cash outflow on payment of lease liability (note 23) (3 666) – Foreign currency adjustments (note 23) 52 – Additions to lease liabilities (note 23) 2 250 – Other movements 523 – Net movement in cash and cash equivalents (1 945) (99) Net movement in bank overdrafts and short-term facilities 72 (174) Net debt at end of the year 23 250 13 431 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 83 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 Rm 23. LEASE LIABILITIES 23.1 Reconciliation of lease liabilities Opening balance on adoption of IFRS 16: Leases (1 October) 17 022 Recognition of lease liability 2 250 Interest cost (note 5)1 1 637 Lease liability repayments (3 666) Foreign exchange losses 181 Remeasurement on modification of leases (1 137) Acquisition of businesses (note 29) 23 Transfer to liabilities classified as held for sale (note 20) (1 096) Exchange differences on consolidation of foreign subsidiaries (129) Closing balance 15 085 Secured liabilities total capital balances: Long-term liabilities: Lease liabilities 13 021 13 021 Less: repayable in the next 12 months included in short-term liabilities Short-term liabilities: Lease liabilities 2 064 2 064
23.2 Analysis of repayments Repayable within the next year and thereafter – current and non-current split Next year 2 064 Within two years 7 977 Within three to five years 2 555 Thereafter 2 489 15 085
23.3 The group is exposed to the following potential future undiscounted cash outflows that are not included in the measurement of lease liabilities: Extension and termination options not reasonably assured 254
1 Interest cost consist of interest from continued operations of R1.552 billion and discontinued operations of R85 million.
Refer to note 31.6 for the undiscounted cash flows due. 84 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 2019 Rm Rm 24. EMPLOYEE BENEFITS Post-retirement medical benefits (note 24.1 and 24.2) 90 92 Performance-based bonus accrual (note 24.3) 373 549 Leave pay accrual (note 24.3) 300 284 Other1 117 106 Total employee benefits 880 1 031 Transferred to short-term employee benefits (794) (942) Long-term employee benefits 86 89
1 Other mainly relates to provision for thirteenth cheque.
24.1 Defined contribution plans The group has various defined contribution plans to which employees contribute. The assets of these schemes are held in administered trust funds separate from the group’s assets.
24.2 Defined benefit plans A defined benefit plan is in operation within the group. The assets of this scheme are held in administered trust funds separate from the group’s assets. If the funds have surpluses, these have not been recognised as the employer is not entitled to any of the surpluses or unutilised reserves.
Performance- based bonus Leave pay Total Rm Rm Rm
24.3 Performance-based bonus and leave pay accruals Balance at 30 September 2018 526 265 791 Accrual raised 346 69 415 Amounts unused reversed (9) (7) (16) Amounts utilised (457) (39) (496) Reclassification from accruals 143 – 143 Exchange differences on consolidation of foreign subsidiaries – (4) (4) Balance at 30 September 2019 549 284 833 Acquisition of businesses (note 29) – 1 1 Accrual raised 353 228 581 Amounts unused reversed (67) (2) (69) Amounts utilised (440) (182) (622) Exchange differences on consolidation of foreign subsidiaries – (2) (2) Transfer to liabilities classified as held for sale (note 20) (22) (27) (49) Balance at 30 September 2020 373 300 673
Performance-based bonus accrual The bonus payable is calculated by applying specific formulas based on the achievement of performance targets within the various divisions.
Leave pay accrual The leave pay accrual relates to vesting leave pay to which employees may become entitled on leaving the employment of the group. The accrual arises as employees render a service that increases their entitlement to future compensated leave and is calculated based on an employee’s total cost of employment. The accrual is utilised when employees become entitled to and are paid for the accumulated leave or utilise compensated leave due to them. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 85 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Dilapidation, onerous lease and onerous contract Severance provisions provision Other Total Rm Rm Rm Rm 25. PROVISIONS Balance at 30 September 2018 (restated) 135 38 195 368 Provision raised 7 – 15 22 Reclassification between provisions and accruals – – 46 46 Reclassification due to accounting standard changes (note 26) – – (23) (23) Amounts utilised (84) (38) (27) (149) Balance at 30 September 2019 (restated) 58 – 206 264 Onerous provision released to retained earnings on adoption of IFRS 16 (26) – – (26) Reclassification between classes of provisions 91 – (91) – Provision raised 58 – 38 96 Amounts unused reversed (21) – (35) (56) Amounts utilised (4) – – (4) Transfer to liabilities classified as held for sale (note 20) (8) – (8) Balance at 30 September 2020 148 – 118 266
2020 2019 Rm Rm
Long-term provisions 91 91 Short-term provisions 175 173 266 264
Dilapidation, onerous lease and onerous contract provisions This includes provision for dilapidation of buildings occupied by the group and in the prior financial year provision for long-term leases containing onerous provisions or terms in comparison with average terms and conditions of leases which was released to retained earnings in the current financial year due to the adoption of IFRS 16. Both the timing and the amount of the provision is uncertain. Key uncertainties in the onerous lease contract provision includes the estimation of penalties and other compensation when determining the lease net exiting cost as well as the estimated dilapidation costs to cover repairs and restorations at the end of the lease term. The amount of the provision raised is estimated based on the most likely amount/the expected value for each item and is expected to be settled within 1 – 3 years.
Contingent liabilities raised on business combinations (restated) IFRS 3 requires certain contingent liabilities of the acquiree to be recognised and measured in a business combination at acquisition date fair value. Therefore, contrary to IAS 37: Provision, Contingent Liabilities and Contingent Assets, the acquirer recognises a contingent liability assumed in a business combination at the acquisition date even if it is not probable that an outflow of economic benefits will be required to settle the obligation. This provision includes amounts for tax contingencies. Both the timing and the amount of the provision is uncertain. Key uncertainties in the contingent liabilities raised on a business combination include the estimation of the amount relating to uncertain tax positions or disputes and the probabilities of the outcome of the tax rulings. The amount of the provision raised is estimated based on the most likely amount/the expected value for each item and is expected to be settled within 1 – 5 years. Contingent liabilities raised on business combinations previously disclosed under provisions were reclassified to income taxation payable due to the adoption of IFRIC 23. Refer to adoption of new or revised standards for further detail.
Other provisions Other provisions are recognised when the group has a present constructive or legal obligation as a result of a past event, and when it is probable that it will result in an outflow of economic benefits that can be reasonably estimated. Included in other provisions are estimated costs related to product warranties and other transaction-related, legal and regulatory matters. Both the timing and the amount of the provision is uncertain. Key uncertainties in the other provisions include the estimation of the outcome and probable settlement amounts of various legal disputes, and the estimation of warranty costs based on the number of goods within the warranty period and the likelihood of the products being defective. The amount of the provision raised is estimated based on the most likely amount/the expected value for each item and is expected to be settled within 1 – 3 years. 86 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 2019 Rm Rm 26. TRADE AND OTHER PAYABLES Non-current trade and other payables Equalisation of operating lease payments – 461 – 461 Current trade and other payables Trade payables 6 817 8 448 Related-party payables (note 32) 35 32 Accruals 1 181 1 025 Payroll-related creditors and other payables 1 669 1 245 Derivative financial liabilities 94 16 Deferred revenue1 780 796 Contract liability (Lay-bys) 532 477 Deposit received from customers 167 270 Refund liability (note 25) 33 23 Other deferred revenue 48 26 Trade and other payables (financial liabilities) 10 576 11 562 Equalisation of operating lease payments – 115 Value added taxation payable 178 115 10 754 11 792
1 Deferred revenue recognised will realise in the 2021 financial year, except for loan origination fees that are recognised over the lifetime of the loans granted to customers, which vary from six to 24 months. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 87 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
27. SHARE SCHEME 27.1 Steinhoff Scheme During the current and previous financial years, the Steinhoff remuneration committee assessed the 2016 and 2017 open grants and concluded that the required performance criteria were not met. The remaining Steinhoff shares of 2 399 334 were therefore forfeited during 2020. During the 2019 financial year, the group transferred the cumulative amount related to these grants from the share-based payment reserve to retained earnings.
27.2 Pepkor Scheme Terms of the scheme Pepkor grants share rights to share scheme participants under the Pepkor Executive Share Rights Scheme. The grants remain subject to meeting certain performance conditions (vesting conditions) over the vesting period.
Pepkor Executive Share Right Scheme The Pepkor Executive Share Rights Scheme is subject to the following conditions: a) Rights are granted to qualifying senior executives on an annual basis. b) Vesting of rights occurs on the third anniversary of grant date, provided performance criteria, as set by Pepkor Holdings Limited’s remuneration committee at or about the time of the grant date, have been achieved. c) In the event of performance criteria not being satisfied by the third anniversary of the relevant annual grant, all rights attaching to the particular grant will lapse.
Year ended Year ended 30 September 30 September 2020 2019 Number of Number of rights rights
The number Pepkor share rights outstanding is: At beginning of the year 22 473 038 9 726 354 Granted during the year 15 904 961 13 167 723 Forfeited during the year1 (1 140 641) (421 039) Outstanding at end of the year 37 237 358 22 473 038
1 Certain individuals left the group and therefore forfeited their share rights relating to the initial grants made.
Assumptions The fair value of services received in return for share rights granted is measured by reference to the fair value of the share rights granted. The estimated fair value of the services received is measured based on the assumption that all vesting conditions are met and all employees remain in service. The pricing model used was the Monte Carlo simulation model. As the group was only listed in September 2017, the equity volatility was determined using the volatility of surrogate listed per daily closing share price over a rolling three-year period.
2020 grant 2019 grant 2018 grant
Fair value of Pepkor share rights and assumptions: Fair value at grant date R13.03 R19.51 R18.86 Share price at grant date R13.96 R20.50 R20.41 Strike price Rnil Rnil Rnil Expected volatility 28.2% 35.9% 37.0% Dividend yield 2.3% 1.7% 2.7% Risk-free interest rate 6.5% 7.2% 6.9% Option life 3 years 3 years 3 years
Refer to note 3.2 for the share-based payment expense for the year. 88 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Year ended Year ended 30 September 30 September 2019 2020 Restated1 Rm Rm 28. CASH GENERATED FROM OPERATIONS Operating profit from continuing operations 1 384 6 484 Operating loss from discontinued operations (117) (1 139) Operating profit 1 267 5 345 Adjusted for non-cash adjustments included in continuing and discontinued operations: Debtors’ write-offs and movement in provision 2 011 1 227 Amortisation and depreciation (note 10, 11 and 12) 3 894 1 299 Impairments (note 4) 5 085 1 281 Impairment of loans to current and previous employees and members of key management (note 14) – 40 Inventories written down to net realisable value (note 18) 572 449 Net loss on disposal of property, plant and equipment and intangible assets (note 4) 22 15 Profit on disposal of operations previously classified as discontinued (note 7) (3) – Share-based payment expense (note 3.2) 126 108 Profit on lease modification (381) – FCTR release on the sale of the Zimbabwe operations (note 7) 165 – Loss recognised due to remeasurement of disposal group to fair value (note 7.4) 172 – BSG clawback settlement released through income statement (note 29) – (28) Non-working capital provisions releases and other non-cash adjustments 414 (77) Cash generated before working capital changes 13 344 9 659 Working capital changes Decrease/(increase) in inventories 154 (1 981) Decrease/(increase) in trade and other receivables 56 (302) Decrease in derivative financial assets/liabilities 585 498 Increase/(decrease) in non-current and current provisions 36 (106) Decrease in non-current and current employee benefits (43) (12) Increase in trade and other payables 147 289 Increase in instalment sale receivables and credit sales through store cards (1 086) (1 805) Increase in loans to customers (281) (2 154) Net changes in working capital (432) (5 573) Cash generated from operations 12 912 4 086
1 Prior year comparatives have been restated due to the adoption of IFRIC 23. Refer to adoption of new or revised standards for further detail. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 89 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
29. NET CASH FLOW ON ACQUISITION OF BUSINESSES The group acquired the following businesses during the financial year. The board is of the opinion that these acquisitions present attractive investment opportunities that are aligned with the group’s strategy to grow through value accretive acquisitions. Effective 1 December 2019, 100% of the issued share capital of Abacus for a purchase price of R183 million. The acquisition has been approved by the relevant regulatory authorities. The Abacus product offering includes life- and short-term insurance. Abacus provides insurance products via its subsidiaries to customers of JD Group and other group businesses. Effective 1 March 2020, 100% of the issued share capital of Eezi for a purchase price of GBP1. Eezi offers similar products and services to Flash in the European market and is included in the FinTech segment as part of the Flash business. Effective 1 June 2020 and 1 September 2020 respectively, the group acquired S.P.C.C. and CODE for a combined purchase price of R46 million. Both entities are retailers of clothing and general merchandise. During the 2018 financial year, the group raised a receivable of R50 million, relating to the BSG clawback, based on the Building Supply Group of companies not achieving the contractually agreed EBITDA during the earnout period ended 30 September 2018. During the prior year, management and the sellers, Invicta South Africa Holdings Proprietary Limited and NSM Holdings Proprietary Limited, agreed on a full and final settlement of R78 million. The settlement was paid in three equal instalments, the first falling within the prior financial year, on 1 July 2019, and the second and third falling in the current financial year on 1 October 2019 and 1 April 2020.
29.1 The fair value of assets and liabilities assumed at date of acquisition
Year ended 30 September 2020
S.P.C.C. Abacus Eezi and CODE Total Rm Rm Rm Rm
Assets Intangible assets (note 10) – – 17 17 Property, plant and equipment (note 11) 6 – 2 8 Right-of-use assets (note 12) 24 – – 24 Deferred taxation assets (note 15) 5 – 1 6 Trade and other receivables 52 22 3 77 Intercompany loans receivable 3 – – 3 Inventories – – 16 16 Insurance and reinsurance receivables 30 – – 30 Cash on hand 141 12 2 155 Liabilities Interest-bearing loans and borrowings – (9) – (9) Long-term lease liability (note 23) (12) – – (12) Trade and other payables (35) (60) (2) (97) Intercompany loans payable – – (15) (15) Taxation payable (5) – (1) (6) Employee benefits (note 24) – – (1) (1) Short-term lease liability (note 23) (11) – – (11) Insurance and reinsurance liabilities (70) – – (70) Total assets and liabilities acquired 128 (35) 22 115 Goodwill and intangible assets attributable to acquisition 55 35 24 114 Total consideration 183 – 46 229 Cash on hand at date of acquisition (141) (12) (2) (155) Intercompany loans acquired (3) – 15 12 Net cash outflow/(inflow) on acquisition of subsidiaries 39 (12) 59 86
The goodwill arising on the acquisition of these companies is attributable to the strategic business advantages acquired, principal retail locations, as well as knowledgeable employees and management strategies that did not meet the criteria for recognition as other intangible assets on the date of acquisition. Contingent liabilities currently recognised on business combination amount to Rnil (2019: Rnil). 90 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 2019 Rm Rm 30. COMMITMENTS AND CONTINGENCIES 30.1 Capital expenditure Contracts for capital expenditure 41 82 Capital expenditure authorised but not contracted for 114 205 Capital expenditure will be financed from cash and existing loan facilities.
30.2 Borrowing facilities In terms of the MOI, the borrowing powers of the company are unlimited.
30.3 Unutilised borrowing facilities at year-end Short-term cash facilities 5 792 4 706 Letters of credit, forex facilities and asset-based finance facilities 2 003 2 354 7 795 7 060
30.4 Operating leases Minimum payments under non-cancellable operating lease agreements for payable within the next year and thereafter: Next year – 3 709 Within two to five years – 6 454 Thereafter – 873 Total – 11 036
The group has entered into various operating lease agreements on premises. Leased premises are contracted for remaining periods of between one and three years, with further renewal options thereafter. The majority of the property operating leases relate to retail stores from which the group trades. Other operating leases are negligible. Note that due to the adoption of IFRS 16, the group no longer have operating leases in the current financial year.
Contingent rent payable is calculated based on turnover level. The amount recognised in profit or loss was R11 million (2019: R10 million).
30.5 Contingent liabilities Sellers of the Tekkie Town business allege that Pepkor is responsible for the payment of an earn-out to the sellers based on the performance of Pepkor Speciality Proprietary Limited (the legal entity under which the Tekkie Town business operates) for the period from 1 October 2017 to 30 September 2020. The sellers have also commenced legal proceedings for restitution of the Tekkie Town business. Based on legal advice, the directors are confident that outflow or potential success against Pepkor is remote.
Sellers of approximately 57% of the shares and previous management of Tekkie Town have instituted a claim against Steinhoff N.V. based on a written contract entered into between the parties on 29 August 2016 under which Steinhoff N.V. purchased all the ordinary shares held in Tekkie Town for a purchase price of R3.3 billion, discharged by the allotment and issuing of 43 million Steinhoff N.V. shares. The Tekkie Town Claimants allege that they entered into the contract based on false and misleading representations made by Steinhoff N.V. and claim return of the Tekkie Town equity or payment of approximately R1.9 billion. Initially, Pepkor was not a party to this litigation, but during June 2020 certain Pepkor entities were joined to the action and relief is also claimed against the Pepkor entities.
The National Credit Regulator initiated a complaint against JD Group and has referred the matter to the National Consumer Tribunal. The basis of the complaint is that JD Group is alleged to have sold credit insurance to consumers in contravention of the National Credit Act. It is uncertain what the value of the claim will amount to at this stage.
The group no longer have any exposure relating to the BVI guarantee. Refer to note 31.6 for the notional value and the maximum exposure to guarantees relating to the prior year.
There is no other litigation, current or pending, which is considered likely to have a material adverse effect on the group. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 91 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
31. FINANCIAL INSTRUMENTS The executive team is responsible for implementing the risk management strategy to ensure that an appropriate risk management framework is operating effectively across the group, embedding a risk management culture throughout the group. The board and the audit and risk committee are provided with a consolidated view of the risk profile of the group, and any major exposures and relevant mitigating actions are identified. The system of risk management is designed so that the different business units are able to tailor and adapt their risk management processes to suit their specific circumstances. Regular management reporting and internal audit reports provide a balanced assessment of key risks and controls. The financial director provides quarterly confirmation to the board that financial and accounting control frameworks have operated satisfactorily and consistently. The group does not speculate in the trading of derivative or other financial instruments. It is group policy to hedge exposure to cash and future contracted transactions.
At fair value through other At fair value Financial assets Total comprehensive through profit and liabilities carrying income1 or loss1 at amortised values Rm Rm Rm Rm
31.1 Total financial assets and liabilities 30 September 2020 Investments and loans (note 14) 1 – 107 108 Loans to customers (note 17) – – 81 81 Non-current financial assets 1 – 188 189 Trade and other receivables (financial assets) (note 16) 592 44 5 200 5 836 Insurance and reinsurance receivables (note 19.2) – – 9 9 Loans to customers (note 17) – – 1 335 1 335 Related-party receivables (note 16) – – 5 5 Cash and cash equivalents – – 5 241 5 241 Current financial assets 592 44 11 790 12 426 Long-term interest-bearing loans and borrowings (note 22) – – (12 520) (12 520) Non-current financial liabilities – – (12 520) (12 520) Bank overdrafts and short-term facilities – – (241) (241) Trade and other payables (financial liabilities) (note 26) (82) (12) (10 447) (10 541) Insurance and reinsurance payables (note 19.3) – – (49) (49) Related-party payables (note 26) – – (35) (35) Current financial liabilities (82) (12) (10 772) (10 866) 511 32 (11 314) (10 771) Net (gains) and losses recognised in profit or loss – – – – Net (gains) and losses recognised in OCI 1 231 – – 1 231 1 231 – – 1 231 Total interest income (note 5) – – – (219) Total interest expense (note 5) – – – 3 138 – – – 2 919
1 This category includes derivative financial instruments. 92 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
At fair value through other At fair value Financial assets comprehensive through profit and liabilities Total carrying income1 or loss at amortised values Rm Rm Rm Rm 31. FINANCIAL INSTRUMENTS (continued) 31.1 Total financial assets and liabilities 30 September 2019 Investments and loans (note 14) 2 – 172 174 Loans to customers (note 17) – – 154 154 Non-current financial assets 2 – 326 328 Trade and other receivables (financial assets) (note 16) 186 – 6 282 6 468 Loans to customers (note 17) – – 1 669 1 669 Related-party receivables (note 16) – – 2 2 Cash and cash equivalents – – 3 925 3 925 Current financial assets 186 – 11 878 12 064 Long-term interest-bearing loans and borrowings (note 22) – – (15 508) (15 508) Non-current financial liabilities – – (15 508) (15 508) Short-term interest-bearing loans and borrowings (note 22) – – (1 510) (1 510) Bank overdrafts and short-term facilities – – (347) (347) Trade and other payables (financial liabilities) (note 26) (16) – (11 514) (11 530) Related-party payables (note 26) – – (32) (32) Financial guarantees (note 31.6) – (491) (491) Current financial liabilities (16) – (13 894) (13 910) 172 – (17 198) (17 026) Net (gains) and losses recognised in profit or loss – 47 – 47 Net (gains) and losses recognised in OCI (427) – – (427) (427) 47 – (380) Total interest income (note 5) – – – (198) Total interest expense (note 5) – – – 1 779 – – – 1 581
1 This category includes derivate financial instruments. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 93 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Fair value 2020 2019 hierarchy Valuation techniques and key inputs Rm Rm 31. FINANCIAL INSTRUMENTS (continued) 31.2 Fair value Derivative financial assets Level 2 The fair values of forward exchange contracts are based 636 186 Derivative financial liabilities Level 2 on their listed market price, if available. If a listed market price is not available, then the fair value is estimated by discounting the difference between the contractual forward price and current forward price for the residual maturity of the contract using a risk-free interest rate (based on government bonds). (94) (16) FVTOCI investments Level 3 1 2
The fair value calculation of the financial assets and liabilities was performed at the reporting date. The group enters into derivative financial instruments with various counterparties, principally financial institutions with investment-grade credit ratings. Derivatives valued using valuation techniques with market observable inputs are foreign exchange forward contracts. The most frequently applied valuation techniques include forward pricing, using present value calculations. The models incorporate various inputs, including the credit quality of counterparties, foreign exchange spot and forward rates and forward rate curves of the underlying index. At year-end, the marked-to-market value of derivative asset positions is net of a debit valuation adjustment attributable to derivative counterparty default risk. The changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognised at fair value. Between the reporting date and the date of this report, the fair values reported may have fluctuated with changing market conditions and therefore the fair values are not necessarily indicative of the amounts the group could realise in the normal course of business after the reporting date. These contracts are to hedge the foreign currency exposure of the anticipated purchase of goods. Derivatives are expected to mature within 12 months. There were no level 1 financial assets or financial liabilities at 30 September 2020 and 30 September 2019. There were no transfers between levels during the year.
31.3 Foreign currency risk The group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward exchange contracts. The fair value of the forward exchange contracts has been classified as Level 2. It is group policy to hedge exposure to cash and future contracted transactions in foreign currencies for a range of forward periods, but not to hedge exposure for the translation of reported profits or reported assets and liabilities.
Exposure to currency risk Currency risk (or foreign exchange risk), as defined by IFRS 7, arises on financial instruments that are denominated in a foreign currency, i.e. in a currency other than the functional currency in which they are measured. For the purpose of IFRS 7, currency risk does not arise from financial instruments that are non-monetary items or from financial instruments denominated in the functional currency. Differences resulting from the translation of subsidiary financial statements into the group’s presentation currency are not taken into consideration.
Foreign currency sensitivity analysis The group is exposed mainly to fluctuations in the Angolan kwanza, Botswanan pula, Chinese yuan, Mozambique metical, Nigeria naira, United States dollar and Zambian kwacha. The spot rates used to translate assets and liabilities denominated in foreign currency at year-end were as follows: 94 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Reporting date Reporting date spot rate spot rate 2020 2019 31. FINANCIAL INSTRUMENTS (continued) South African rand US dollar 16.83 15.21 European euro 19.71 16.56 Pound sterling 21.60 18.69 Chinese yuan 2.47 2.13 Botswana pula 1.45 1.34 Zambian kwacha 0.83 1.14 Angola kwanza 0.03 0.04 Mozambique metical 0.23 0.24 Malawi kwacha 0.02 0.02 Nigeria naira 0.04 0.04 Uganda shilling 0.00 0.00
Forward exchange contracts It is the policy of the group to enter into forward exchange contracts to cover specific foreign currency payments based on a predefined profile that takes into account the future expected date of payment. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of the relevant group entity. The risk is measured through a forecast of highly probable US dollar and Chinese yuan expenditures. The risk is hedged with the objective of minimising the volatility of the South African rand cost of highly probable forecast inventory purchases. The group uses forward exchange contracts to hedge its foreign currency risk against the functional currency of its various global operations. Most of the forward exchange contracts have maturities of less than one year after reporting date. The group’s risk management policy is to hedge between 60% and 80% of forecast US dollar and Chinese yuan cash flows for inventory purchases up to 12 months in advance, subject to a review of the cost of implementing each hedge. As a matter of policy, the group does not enter into derivative contracts for speculative purposes. For hedges of foreign currency purchases, the group enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item. The group therefore performs a qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the group uses the hypothetical derivative method to assess effectiveness. In hedges of foreign currency purchases, ineffectiveness may arise if the timing of the forecast transaction changes from what was originally estimated, or if there are changes in the credit risk of the entity or the derivative counterparty. There was no significant ineffectiveness during 2020 or 2019 in relation to the forward exchange contracts.
The fair values of such contracts at year-end, by currency, were: 2020 2019 Rm Rm
Short-term derivatives Assets Fair value of foreign exchange contracts US dollar 231 144 Chinese yuan 405 42 636 186 Liabilities Fair value of foreign exchange contracts US dollar (74) (2) Chinese yuan (20) (14) (94) (16) Net short-term derivative assets 542 170 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 95 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
31. FINANCIAL INSTRUMENTS (continued) The group has established a hedge ratio of 1:1 (current and prior year) since the notional amount and currency of the hedged item is the same as the notional amount of the foreign currency leg of the hedging instrument. At year-end the group holds the following forward exchange contracts that form part of a hedging relationship:
Notional Fair value Average Year-end amount adjustment forward revaluation Foreign currency forward contracts – assets ’m Rm rate rate
2020 US dollar 203 231 USD16.56 USD17.43 Chinese yuan 1 815 405 CNY2.31 CNY2.53 2 018 636 2019 US dollar 196 144 USD14.66 USD15.35 Chinese yuan 1 227 42 CNY2.13 CNY2.15 1 423 186 Foreign currency forward contracts – liabilities 2020 US dollar 14 (74) USD16.56 USD17.43 Chinese yuan 91 (20) CNY2.31 CNY2.53 105 (94) 2019 US dollar 1 (2) USD14.66 USD15.35 Chinese yuan 637 (14) CNY2.13 CNY2.15 638 (16)
2020 2019 31.3 Foreign currency risk Rm Rm
Cash flow hedges The group classifies certain of its forward exchange contracts that hedge forecast transactions as cash flow hedges. The fair value of such contracts recognised as derivative assets and liabilities and adjusted against the hedging reserve at year-end was: The (losses)/gains on financial instruments recognised within OCI comprises of: Forward exchange contracts (1 231) (427) Transferred to inventory 928 532 Fair value adjustment on cash flow hedges (303) 105
Changes in the fair value of forward exchange contracts of economically hedged monetary assets and liabilities in foreign currencies for which no hedge accounting is applied, are recognised in profit or loss.
31.4 Interest rate risk The group follows a policy of maintaining a balance between fixed and variable rate loans to reflect, as accurately as possible, different interest rate environments, the stability of the relevant currencies, the effect that the relevant interest rates have on group operations, and consumer spending within these environments. These variables are taken into account in structuring the group’s borrowings to achieve a reasonable, competitive, market-related cost of funding. As part of the process of managing the group’s borrowings mix, the interest rate characteristics of new borrowings and the refinancing of existing borrowings are positioned according to expected movements in interest rates. Interest rate exposure is managed within limits agreed by the board. The interest and related terms of the group’s interest-bearing loans are disclosed in note 22. 96 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
31. FINANCIAL INSTRUMENTS (continued) At the reporting date, the interest rate profile of the group’s financial instruments was:
Subject to interest rate movement
Variable Variable Other variable Fixed Non-interest- SA prime JIBAR rates rate bearing Total Rm Rm Rm Rm Rm Rm
2020 Non-current financial assets 35 – – 139 14 188 Current financial assets 6 332 – 956 2 244 2 258 11 790 Non-current financial liabilities (2 014) (10 506) – – – (12 520) Current financial liabilities (3 251) – (155) – (7 366) (10 772) 1 102 (10 506) 801 2 383 (5 094) (11 314) 2019 Non-current financial assets 67 – – 259 2 328 Current financial assets 2 962 – 3 242 2 658 3 016 11 878 Non-current financial liabilities (6 008) (9 500) – – – (15 508) Current financial liabilities (847) (1 500) – – (11 547) (13 894) (3 826) (11 000) 3 242 2 917 (8 529) (17 196)
Market-related rates were used in the determination of the fair values of the fixed-rate financial assets. The carrying amounts presented are not materially different from the fair value. Further details pertaining to these are disclosed in note 14 (Investments and loans) and note 17 (Loans to customers).
Sensitivity analysis The group is sensitive to movements in the JIBAR and SA prime rates, which are the primary interest rates to which the group is exposed. Within some African countries, the group is exposed to other variable rates mainly relating to bank and cash. The sensitivities calculated below are based on an increase of 100 basis points for each interest category. These rates are also used when reporting sensitivities internally to key management employees.
2020 2019 Rm Rm
Through (profit)/loss SA Prime – 100 basis point increase (11) 38 JIBAR – 100 basis point increase 105 110
A 100 basis point decrease in the above rates would have had an equal, but opposite, effect on profit or loss. 31.5 Credit risk Potential concentration of credit risk consists principally of short-term cash and cash equivalent investments, trade and other receivables, instalment sale receivables, credit sales through store cards, loans to customers as well as related-party receivables and financial guarantees. The group deposits short-term cash surpluses with major banks of quality credit standing. Instalment sale receivables, credit sales through store cards and loans to customers comprise a large and widespread customer base and group companies perform ongoing credit evaluations on the financial condition of their customers. As at year-end, R551 million (2019: R426 million) of receivables were insured (this includes discontinued operations’ receivables). At 30 September 2020, the group did not consider there to be any significant concentration of credit risk that had not been adequately provided for. The amounts presented in the statement of financial position are net of provisions for expected credit losses, estimated by the group companies’ management based on past events, current conditions and supportable forecasts and economic conditions. The company has guaranteed various long-term borrowings, revolving facilities and also guarantees a third-party loan relating to an investment company as mentioned. Financial guarantees are kept to an operational minimum and reassessed regularly. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 97 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
2020 2019 Rm Rm 31. FINANCIAL INSTRUMENTS (continued) The maximum exposure to credit risk at the reporting date without taking account the value of any collateral obtained was: Investments and loans (note 14) 73 107 Loans to employees and key management (note 14) 35 67 Cash and cash equivalents (note 31.5.2) 5 241 3 925 Loan to associate (note 13) 50 50 Instalment sale agreements (note 31.5.1) 923 989 Credit sales through store cards (note 31.5.1) 2 348 2 343 Trade and other receivables (note 31.5.1) 1 934 2 952 Insurance and reinsurance receivables (note 19.2) 9 – Loans to customers (note 31.5.1) 1 416 1 823 Financial assets 12 029 12 256 Financial guarantees (note 31.6) – 491 12 029 12 747
31.5.1 Credit risk modelling applied to financial assets at amortised cost The group’s financial assets measured at amortised cost are subject to impairment under the ECL model. The inputs, assumptions and estimation techniques used in measuring ECL are explained below.
Measurement of ECL in terms of the general model for impairment ECLs are measured on either a 12-month or lifetime basis depending on whether a significant increase in credit risk has occurred since initial recognition or whether an asset is considered to be credit-impaired. ECLs are the discounted value of the PD and EAD, of which PD represents the likelihood of a counterparty defaulting on its financial obligation, either over 12 months (12-month PD) or over the remaining lifetime (lifetime PD) of the obligation. EAD is based on the amounts the group expects to be owed at the time of default over the next 12 months (12-month EAD) or over the remaining lifetime (lifetime EAD). The group calculates LGD as discounted EAD. These three components are multiplied together, which effectively calculates the ECL. The ECL is then discounted back to the reporting date, using the original effective interest rate, and aggregated. ECL is a probability weighted outcome. The 12-month and lifetime EADs are determined based on the probability of default, which varies by type of financial asset. The group considers the probability of default on initial recognition of its financial asset measured at amortised cost and whether there has been a SICR on an ongoing basis throughout each reporting period. To assess whether there is an SICR, the group compares the risk of a default occurring on these asset as at the reporting date with the risk of default as at the date of initial recognition. The criteria used to identify an SICR are monitored and reviewed periodically for appropriateness by the credit risk team (refer to significant judgements and estimates for the groups of significant judgement exercised in assessing the SICR). Receivables with a significant financing component are grouped into stage 1, 2 and 3 as described below: Stage 1: On recognition of financial assets, the group recognises a loss allowance based on 12 months ECLs. For disclosure purposes the stage 1 ECLs are split between performing and in arrears, where performing represents up to date debt outstanding and its corresponding ECL provision and in arrears represents debt outstanding where debt is outstanding for more than 30 days and its corresponding ECL provision. Stage 2: When there is an indication that the financial assets has an SICR since origination, the group records a loss allowance for the lifetime ECLs. Stage 3: Financial assets are considered to be credit-impaired. Financial assets are considered to be credit-impaired when one of more events that have an unfavourable impact on its estimated future cash flows have occurred. The group records a loss allowance for the lifetime ECLs. Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making a contractual payment 98 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
31. FINANCIAL INSTRUMENTS (continued) 31.5 Credit risk (continued) 31.5.1 Credit risk modelling applied to financial assets at amortised cost (continued) Default and credit-impaired assets A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due.
Loans to customers Instalment sale agreements Credit sales through store cards
Criteria used for Debt review accounts and Suspected fraud on a loan and Three consecutive unpaid credit-impaired non-performing accounts. As a loans exceeding maturity date. instalments/90 days in arrears. accounts backstop for all other As a backstop for all other customers, customers with customers, customers with three consecutive unpaid three consecutive unpaid instalments. instalments.
A credit-impaired account will cure when the customer does not meet the criteria for being a credit-impaired account. For a customer to cure, a significant improvement in the customer’s payment behaviour is required.
Loans to customers Instalment sale agreements Credit sales through store cards
Curing occurs in the Customers with rescheduled Customers where the facility is Customer accounts will cure following instances loans are deemed to be 90 days in arrears will cure after when three consecutive rehabilitated once they have the customer has settled arrears instalments are paid. Accounts made contractual payments for causing the 90 days arrears and in debt counselling will cure 12 months post rescheduling have maintained less than 90 when the customer is deemed and are up to date with their days arrears for three to no longer be under debt amended contractual consecutive months. counselling in terms of the obligations. For all other National Credit Act. customers to cure, the customer is required to make 12 months of clean payments.
Forward-looking factors The group further considers available reasonable and supportive forwarding-looking information without undue cost or effort and for which significant judgements and estimates are applied. Refer to significant judgements and estimates for the forward-looking information incorporated in the determination of ECLs.
COVID-19 overlays During the current year, the group applied additional COVID-19 overlays in order to derive the ECLs. Refer to significant judgements and estimates for the COVID-19 overlays incorporated in the determination of ECLs.
Measurement of ECL in terms of the provision matrix: For short-term trade receivables, e.g. trade receivables without a significant financing component, the determination of forward- looking economic scenarios may be less significant given that over the credit risk exposure period a significant change in economic conditions may be unlikely, and historical loss rates might be an appropriate basis for the estimate of expected future losses. The group has elected to apply the provision matrix for trade receivables without a significant financing component and measures the impairment allowance at an amount equal to lifetime ECL. Lifetime ECL is assessed by applying the relevant loss rates to the trade receivable balance outstanding (i.e. a trade receivable age analysis). Due to the diversity of the group’s customer base, the group used appropriate groupings if the historical credit loss experience showed significantly different loss patterns for different customer segments.
Write-off policy Financial assets are written off when there is no reasonable expectation of recovery of the receivable or part thereof. The write-off periods differ for each type of financing the group offers to their respective clients and are detailed in the significant judgements and estimates note. Where these financial assets have been written off, the group continues to engage in enforcement activity to attempt to recover the receivable due. Subsequent recoveries made are recognised in profit or loss. Refer to note 3 for more detail on receivables written off. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 99 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
31. FINANCIAL INSTRUMENTS (continued) 31.5 Credit risk (continued) 31.5.1 Credit risk modelling applied to financial assets at amortised cost (continued) ECLs for the different financial assets at amortised cost within the group: Investments Investments consist of unlisted Angolan government bonds and unlisted Standard Bank of Angola bonds (see note 14). The ECL on these bonds is measured using the general model based on 12-month ECLs as there was no significant increase in credit risk from initial recognition of these bonds. There has been no default in payments based on historical information and no significant decrease in credit ratings since initial recognition. The group has assessed ECLs based on past events, current conditions and supportable forecasts, and economic conditions that affect the expected collectability of future cash flows at reporting date and has deemed the ECLs to be insignificant.
Insurance and reinsurance receivables Insurance and reinsurance receivables relate to insurance granted under the newly acquired business, Abacus. The ECL on the receivables is measured using the general model based on 12-month ECLs as there was no significant increase in credit risk from initial recognition of this loan. There has been no default in payments based on historical information and no significant decrease in credit ratings since initial recognition. The group has assessed ECLs based on past events, current conditions and supportable forecasts, and economic conditions that affect the expected collectability of future cash flows at reporting date and has deemed the ECLs to be insignificant.
Loan to associate Loan to associate consist of a loan granted to S’Ya Phanda Proprietary Limited for funding the entity for black supplier development initiatives as detailed in note 13. The ECL on the loan is measured using the general model based on 12-month ECLs as there was no significant increase in credit risk from initial recognition of this loan. There has been no default in payments based on historical information and no significant decrease in credit ratings since initial recognition. The group has assessed ECLs based on past events, current conditions and supportable forecasts, and economic conditions that affect the expected collectability of future cash flows at reporting date and has deemed the ECLs to be insignificant.
Loans to current and previous employees and members of key management Loans were advanced in the prior years to current and previous employees and members of key management to enable them to purchase shares in BVI. The loans were granted after reviewing each employee or member of key management’s ability to repay the loan when it falls due, as well as with the underlying pledged shares in BVI. These loans were measured using the general model based on lifetime ECLs. In 2019, management was of the view that an additional impairment provision should be raised as the underlying security to the loans’ value had decreased since the inception of these loans, thus being in an indicator of impairment. In addition to the shares pledged as security, management assesses each employee or member of key management’s abilities to repay the loan when it falls due annually based on the employees’ future remuneration, financial health and payment plan. Management used historical and current information to estimate the ECL. Macroeconomic and forward-looking factors have been incorporated into the ECL valuation of these employee loans. The macroeconomic factors include changes in the interest rate which may impact the employees’ abilities to service the loans. Forward-looking information includes evaluating the employees’ abilities to repay the loans and the future returns from the investment in BVI. Each employee loan is assessed individually based on formal agreements with these employees which stipulates that either future remuneration will be used to settle part of the loan or through formalised payment plans based on the employees’ financial health. The majority of loans to current and previous employees and members of key management were classified as stage 2, as there was a SICR due to the loans being outstanding for more than 90 days as well as the underlying investment which acted as security to the loans being devalued to Rnil. Previous employees’ loans were classified as stage 3 as these are deemed to be credit- impaired, due to the uncertainty of whether these loans will be repaid due to these individuals no longer being employed by the company. This is, however, an insignificant portion to the total amount outstanding.
2020 2019 Rm Rm
Balance at beginning of year (100) (60) Provision raised – (40) Balance at end of year (100) (100)
Instalment sale agreements Instalment sale agreements relate to the credit purchases of goods by customers in South Africa within the furniture, appliances and electronics operating segment (the majority of these borrowings are deemed to be secured by the product purchased by the customer) (refer to note 16 for more detail on the process of granting instalments to customers). The group applies the general approach to calculating the ECL allowance for these balances as they are deemed to have a significant financing component. 100 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
31. FINANCIAL INSTRUMENTS (continued) 31.5 Credit risk (continued) 31.5.1 Credit risk modelling applied to financial assets at amortised cost (continued) Instalment sale agreements (continued) The loss allowance provision for the group as at year-end is determined as follows:
Under- Non- Performing In arrears performing performing (stage 1) (stage 1) (stage 2) (stage 3) Total
2020 Expected credit loss rate 10.5% – 36.8% 83.8% 43.4% Estimated gross carrying amount of default (Rm) 674 – 351 605 1 630 12-month ECL (Rm) (71) – – – (71) Lifetime ECL (Rm) – – (129) (507) (636) Total ECL (Rm) (71) – (129) (507) (707) Net carrying amount (Rm) 603 – 222 98 923 2019 Expected credit loss rate 15.4% – 52.8% 78.6% 33.1% Estimated gross carrying amount of default (Rm) 946 – 290 243 1 479 12-month ECL (Rm) (146) – – – (146) Lifetime ECL (Rm) – – (153) (191) (344) Total ECL (Rm) (146) – (153) (191) (490) Net carrying amount (Rm) 800 – 137 52 989
The loss allowance provision for instalment sale agreement reconciled to the opening loss allowance as follows:
Under- Non- Performing In arrears performing performing (stage 1) (stage 1) (stage 2) (stage 3) Total Rm Rm Rm Rm Rm
Balance at 30 September 2018 (12) – (36) (38) (86) Allowance on credit granted during the year (143) – (132) (175) (450) Derecognition of allowance due to settlement of outstanding debt 2 – 2 4 8 Amounts written off 1 – 3 24 28 Amounts recovered 5 – 10 3 18 Net remeasurement of loss allowances – – – (8) (8) Balance at 30 September 2019 (147) – (153) (190) (490) Acquisition of businesses (note 29) – – – (30) (30) Allowance on credit granted during the year (59) – (87) (187) (333) Derecognition of allowance due to settlement of outstanding debt 16 – 12 6 34 Amounts written off 11 – 46 135 192 Amounts recovered 33 – 24 14 71 Net remeasurement of loss allowances 75 – 29 (255) (151) Balance at 30 September 2020 (71) – (129) (507) (707) PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 101 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
31. FINANCIAL INSTRUMENTS (continued) 31.5 Credit risk (continued) 31.5.1 Credit risk modelling applied to financial assets at amortised cost (continued) Credit sales through store cards Credit sales through store cards relate to the credit purchases of goods by customers in South Africa (with an insignificant portion in Botswana and Swaziland) within the clothing and general merchandise operating segment (these borrowings are deemed to be unsecured) (refer to note 16 for more detail on the process of granting credit to customers). The group elected to apply the general approach to calculating the ECL allowance for these balances. The loss allowance provision for the group as at year-end is determined as follows:
Under Non- Performing In arrears performing performing (stage 1) (stage 1) (stage 2) (stage 3) Total
2020 Expected credit loss rate 7.4% – 36.3% 78.6% 21.7% Estimated gross carrying amount of default (Rm) 2 171 – 380 448 2 999 12-month ECL (Rm) (161) – - – (161) Lifetime ECL (Rm) – – (138) (352) (490) Total ECL (Rm) (161) – (138) (352) (651) Net carrying amount (Rm) 2 010 – 242 96 2 348 2019 Expected credit loss rate 5.0% – 44.0% 68.5% 17.0% Estimated gross carrying amount of default (Rm) 2 171 – 311 340 2 822 12-month ECL (Rm) (109) – – – (109) Lifetime ECL (Rm) – – (137) (233) (370) Total ECL (Rm) (109) – (137) (233) (479) Net carrying amount (Rm) 2 062 – 174 107 2 343
The loss allowance provision for credit sales through store cards is reconciled to the opening loss allowance as follows:
Under- Non- Performing In arrears performing performing (stage 1) (stage 1) (stage 2) (stage 3) Total Rm Rm Rm Rm Rm
Balance at 30 September 2018 (92) – (108) (193) (393) Allowance on credit granted during the year (208) – (56) (63) (327) Derecognition of allowance due to settlement of outstanding debt 139 – 269 101 509 Amounts written off – – – 245 245 Net remeasurement of loss allowances 55 – (239) (329) (513) Balance at 30 September 2019 (106) – (134) (239) (479) Allowance on credit granted during the year (310) – (57) (86) (453) Derecognition of allowance due to settlement of outstanding debt 214 – 263 123 600 Amounts written off – – – 355 355 Net remeasurement of loss allowances 41 – (210) (505) (674) Balance at 30 September 2020 (161) – (138) (352) (651)
Loans to customers Loans to customers relate to unsecured loans granted to customers in South Africa for a period of three to 24 months up to the value of R50 000 per loan granted (refer to note 17 for more detail on the process of granting loans to customers). The group applies the general approach to calculating the ECL allowance for these balances as they are deemed to have a significant financing component. 102 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
31. FINANCIAL INSTRUMENTS (continued) 31.5 Credit risk (continued) 31.5.1 Credit risk modelling applied to financial assets at amortised cost (continued) Loans to customers (continued) The loss allowance provision for the group as at year-end is determined as follows:
Under- Non- Performing In arrears performing performing (stage 1) (stage 1) (stage 2) (stage 3) Total
2020 Expected credit loss rate 7.8% – 27.7% 79.6% 25.7% Estimated gross carrying amount of default (Rm) 1 207 – 310 388 1 905 12-month ECL (Rm) (94) – – – (94) Lifetime ECL (Rm) – – (86) (309) (395) Total ECL (Rm) (94) – (86) (309) (489) Net carrying amount (Rm) 1 113 – 224 79 1 416
2019 Expected credit loss rate 5.7% – 37.1% 85.3% 15.4% Estimated gross carrying amount of default (Rm) 1 731 – 267 156 2 154 12-month ECL (Rm) (99) – – – (99) Lifetime ECL (Rm) – – (99) (133) (232) Total ECL (Rm) (99) – (99) (133) (331) Net carrying amount (Rm) 1 632 – 168 23 1 823
The loss allowance provision for loans to customers is reconciled to the opening loss allowance as follows:
Under- Non- Performing In arrears performing performing (stage 1) (stage 1) (stage 2) (stage 3) Total Rm Rm Rm Rm Rm
Balance at 30 September 2018 – – – – – Allowance on credit granted during the year (99) – (99) (149) (347) Amounts written off – – – 16 16 Balance at 30 September 2019 (99) – (99) (133) (331) Allowance on credit granted during the year (350) – (113) (181) (644) Derecognition of allowance due to settlement of outstanding debt 157 – 136 63 356 Amounts written off – – – 531 531 Net remeasurement of loss allowances 198 – (10) (589) (401) Balance at 30 September 2020 (94) – (86) (309) (489) PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 103 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
31. FINANCIAL INSTRUMENTS (continued) 31.5 Credit risk (continued) 31.5.1 Credit risk modelling applied to financial assets at amortised cost (continued) Trade receivables and other amounts due Trade receivables consist mainly of credit purchases of goods by customers within the building materials operating segment and receivables from cellular companies, of which the receivables from cellular companies are mainly not exposed to ECLs. The group applies the simplified approach to calculating the ECL allowance for trade receivables that do not have a significant financing component. This approach permits the use of the lifetime ECL regardless of stage classification and is based on a provision matrix that incorporates historical credit losses as well as forward-looking information as detailed above. Trade receivables are written off when the customer’s outstanding balance has been outstanding for more than 120 days. The loss allowance provision for trade receivables is reconciled to the opening loss allowance as follows:
2020 2019 Rm Rm
Balance at beginning of the year (253) (166) Increase in loss allowance during the year (38) (87) Transfer to liabilities classified as held for sale (note 20) 121 – Balance at end of the year (170) (253)
2020 2019
Gross Loss Gross Loss Expected carrying allowance Expected carrying allowance loss rate amount provision loss rate amount provision % Rm Rm % Rm Rm
Provision matrix used in the calculation of ECL allowances: Current 6.7 2 013 (135) 6.2 2 700 (168) More than 30 days past due – 5 – 1.9 155 (3) More than 60 days past due – 8 – 4.5 110 (5) More than 90 days past due 44.9 78 (35) 32.1 240 (77) 8.1 2 104 (170) 7.9 3 205 (253) 31.5.2 Cash and cash equivalents The table below reflects the cash invested on the statement of financial position date at financial institutions grouped per Moody’s credit rating of financial institutions:
2020 2019 Rm Rm
Rating Bank balances: A1 – – Bank balances: Aa3 – – Bank balances: Baa2 – – Bank balances: Baa3 4 393 3 212 Fixed deposits – African Banks 54 49 Bank balances: No rating available 299 167 Cash on hand/cash in transit 495 497 5 241 3 925
Moody’s appends the numerical modifiers 1, 2, and 3 to each generic rating classification (as indicated below) as per the global long-term rating scale from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. Global Long-Term Rating Scale: Aaa – Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. Aa – Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. A – Obligations rated A are judged to be upper-medium grade and are subject to low credit risk. Baa – Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. Ba – Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. 104 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
31. FINANCIAL INSTRUMENTS (continued) 31.6 Liquidity risk Liquidity risk is the risk that an entity will encounter difficulty in meeting its obligations associated with financial liabilities. Liquidity risk arises because of the possibility that the entity could be required to pay its liabilities earlier than expected. The group manages liquidity risk by monitoring forecast cash flows and by ensuring that adequate borrowing facilities are available. Cash surpluses and short-term financing needs are mainly centralised. These central treasury offices invest net cash reserves on the financial markets, mainly in short-term instruments linked to variable interest rates. The following table details the group’s remaining contractual maturity for its financial liabilities. The table has been drawn up on the undiscounted cash flows of financial liabilities based on the earliest date on which the group can be required to pay. The table includes both interest and principal cash flows:
0 to 3 months 4 to 12 months Year 2 Years 3 to 5 After 5 years Total Rm Rm Rm Rm Rm Rm
2020 Interest-bearing loans and borrowings (178) (530) (4 629) (8 953) – (14 290) Lease liabilities (864) (2 426) (3 132) (7 337) (5 958) (19 717) Bank overdrafts and short-term facilities (241) – – – – (241) Trade and other payables (financial liabilities) (10 452) (104) – – – (10 556) Insurance and reinsurance payables (13) (36) – – – (49) Related-party payables (35) – – – – (35) (11 783) (3 096) (7 761) (16 290) (5 958) (44 888) 2019 Interest-bearing loans and borrowings (396) (2 610) (6 191) (11 310) (1) (20 508) Bank overdrafts and short-term facilities (347) – – – – (347) Trade and other payables (financial liabilities) (11 532) (9) – – – (11 541) Related-party payables (32) – – – – (32) Financial guarantees (491) – – – – (491) (12 798) (2 619) (6 191) (11 310) (1) (32 919)
Financial guarantees The financial guarantees are included in the maturity analysis under the 0 to 3 months bracket based on the maximum amount that can be called for under the financial guarantee contract. The BVI financial guarantee was provided for in full as at 30 September 2019 and subsequently settled, as disclosed in note 14 and below.
2020 2019 Rm Rm
Performance guarantee: BVI – (491) – (491) Movement in BVI guarantee in terms of IFRS 9: Opening balance (491) (451) Provision for expected credit losses (28) (40) Settlement of BVI guarantees 519 – Balance at end of year – (491)
The group refinanced its interest-bearing loans and borrowings, which was successfully concluded and implemented on 30 September 2020. Refer to note 22 for more detail. Further, as part of the same process, debt covenants over these funding facilities were amended to create sufficient headroom and enhanced flexibility going forward. These covenants will become effective during the 2021 financial year. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 105 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
As at 30 September As at 2020 30 September Required 2020 covenant Achieved 31. FINANCIAL INSTRUMENTS (continued) 31.6 Liquidity risk (continued) Financial guarantees (continued) 2020 Covenants: Net debt:EBITDA1 cover < 2.75 1.02 Interest cover > 4 5.38
30 September 31 March 2021 2021 and thereafter Required Required covenant covenant
Covenants from the 2021 financial year: Net debt:EBITDA1 cover < 3.25 < 3.00 Interest cover > 3.00 > 3.50
1 EBITDA is adjusted for one-off transactions, which includes capital items as disclosed in note 4 and non-cash share-based payments as allowed per the covenants.
31.7 Treasury risk A finance forum, consisting of senior executives of the group, meets on a regular basis to analyse currency and interest rate exposure and to review and, if required, adjust the group’s treasury management strategies in the context of prevailing and forecast economic conditions.
31.8 Capital risk The group manages its capital to ensure that entities of the group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the group consists of debt, which includes the borrowings disclosed in note 22, cash and cash equivalents, and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. The group’s risk management committee reviews the capital structure of the group on a semi-annual basis. As a part of this review, the committee considers the cost of capital and the risks associated with each class of capital. Based on recommendations of the committee, the group will balance its overall capital structure through the payment of dividends, new share issues and share buy-backs as well as the issue of new debt or the redemption of existing debt.
31.9 Insurance risk The risks covered under insurance contracts entered into with customers by the group’s insurer, Abacus are as follows: replacement of customers’ goods or settlement of balances in the event of damage or theft of goods. Where the goods are replaced, the cost of the claim is determined with reference to the cost of the goods acquired; settlement of customers’ outstanding balance in the event of death. As Abacus is part of the group, the underwriting of the above insurance risks forms part of the credit assessment made prior to entering an instalment sale or loan with the customer for the purchase of goods. The risk under the insurance contract is the possibility that the insured events as detailed above occur and the uncertainty of the amount of the resulting claim. By the very nature of the insurance contract, this risk is random and therefore unpredictable A prominent risk that the group faces is that the actual claims exceed the amount of the insurance claims provisions. This could occur because the frequency or severity of claims are greater than estimated. Insurance events are random, and the actual number of claims will vary from year to year from the estimated claims provision established using historical claims patterns. The development of insurance claims provisions provides a measure of the group’s ability to estimate the ultimate value of the claims. Regular estimates of claims are performed in reviewing the adequacy of the insurance claims provisions. Claims development is reviewed by management on a regular basis. Insurance claim provisions will generally be settled within one year. The frequency and severity of claims can be affected due to unforeseen factors such as patterns of crime, AIDS and employment trends. The group manages these risks through its underwriting strategy, adequate reinsurance arrangements and proactive claims handling. The geographical spread of the group ensures that the underwritten risks are well diversified. No significant concentrations of insurance risk exist. 106 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
32. RELATED-PARTY TRANSACTIONS Related-party relationships exist between shareholders, subsidiaries, joint-venture companies and associate companies within the group and its company directors and group key management employees. Key management and directors did not have any material transactions with the group, other than those transactions disclosed below. Refer to directors’ interest in contracts for directors’ interest in transactions with the group (note 32.7). These transactions are concluded in the normal course of business and include transactions as a result of the group-wide treasury management of foreign currency movements. All material intergroup transactions are eliminated on consolidation. At the date of this report, the direct holding company of the group is Ainsley Holdings Proprietary Limited. The ultimate holding company of the group is Steinhoff (Lancaster 101 Proprietary Limited owns a minority share). The summary below reflects the material transactions with fellow subsidiaries, associate companies and joint-venture companies during the year and related receivables and payables balances at year-end: 32.1.1 Related-party transactions in place for the current and previous year
Nature of related-party relationship Nature of service
Pepkor Group Sourcing, a wholly owned subsidiary of Sourcing certain of its products for a sourcing commission, Steinhoff. mainly within the clothing and general merchandise segment.
Steinhoff Properties Proprietary Limited and JD Group Rental of properties owned by Steinhoff. The properties Property Holding Proprietary Limited and its subsidiaries, include warehouses used by the furniture, appliances and wholly owned subsidiaries of Steinhoff. electronics segment, distribution centres used by the clothing and general merchandise segment and a call centre used to collect on the debtors relating to credit sales through store cards.
Steinhoff Africa Holdings Proprietary Limited, wholly owned Payment of non-executive committee fees. subsidiaries of Steinhoff.
Steinhoff International Holdings N.V. Amount due to Steinhoff for shares allocated in 2017 under the Steinhoff share scheme to employees of the JD Group business. The amount remains in dispute with Steinhoff.
Unitrans Automotive Proprietary Limited, a wholly owned Car rentals from Hertz and purchase of vehicles and related subsidiary of Steinhoff until 27 November 2019. Subsequent vehicle expenses from Unitrans. to this date the entity was no longer a related party.
Unitrans Insurance Limited, a wholly owned subsidiary of Vehicle-related insurance Steinhoff until 27 November 2019. Subsequent to this date the entity was no longer a related party.
Lancaster Electricity Solutions Proprietary Limited, a company Agreement with Flash Mobile Vending Proprietary Limited, a controlled by a non-executive director of Pepkor. wholly owned subsidiary of the Pepkor group, in terms of which a commission is earned net of costs incurred and is shared on an equal basis. The services relate to the sale of electricity.
Business Venture Investments 1499 (RF) Proprietary Limited Investment entity for key management and employees.
Pepco Poland Sp. z.o.o and Poundland UK and Europe EeziGlobal manages the relationship between the suppliers of Limited virtual products (being Domestic airtime, International airtime, e-vouchers and Point of sale activation cards) and the retailers being Pepco Poland Sp. z.o.o, Poundland UK Europe Limited and Dealz. EeziGlobal manage the relationship, distribution and commissions for physical sim cards sold from the Poundland stores.
S'Ya Phanda Proprietary Limited, an associated company of Provision of B-BBEE consulting services and is intended to Pepkor. make strategic investments in the supply chain.
GT Global Trademarks SA Purchase of Sleepmasters trademark for the furniture, appliances and electronics segment. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 107 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
32. RELATED-PARTY TRANSACTIONS (continued) 32.1.2 Transactions no longer classified as related in the current year/classified as related-party only for a period during the year:
Nature of related-party relationship Nature of service
KAP Industrial Holdings Limited and its subsidiaries, Mainly relates to purchases from PG Bison by the Pepkor previously an associated company of Steinhoff, was disposed building materials segment and purchase from Restonic by of on 29 March 2019. Related-party information has therefore the furniture, appliances and electronics segment. been presented until 29 March 2019.
Goscor Lift Truck Company Proprietary Limited, a subsidiary Purchase of forklifts used in distribution centres and of the Investec Equity Partner Group, a company controlled by distribution hubs. Steinhoff. 108 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Year ended Year ended 30 September 30 September 2020 2019 Rm Rm 32. RELATED-PARTY TRANSACTIONS (continued) 32.1 Related-party transactions and balance 32.1.3 Related-party transactions in the current and prior year Receivables Pepkor Group Sourcing (Fully Sun China Limited (HK)) – 2 Pepco Poland Sp. z o.o. 4 – Poundland UK and Europe Limited 1 – 5 2 Payables Steinhoff International Holdings N.V. (22) (23) Pepkor Group Sourcing (Fully Sun China Limited (HK)) (8) (7) Unitrans Automotive Proprietary Limited – (1) Poundland UK and Europe Ltd (4) – Lancaster Electricity Solutions Proprietary Limited (1) (1) (35) (32) Loans receivable from associated companies S'Ya Phanda Proprietary Limited 50 50
Dividends paid to: Ainsley Holdings Proprietary Limited 512 681 Lancaster 101 Proprietary Limited 63 84 575 765 Revenue from: Pepco Poland Sp. z o.o. 34 – Poundland UK and Europe Limited 1 – 35 – Purchases from: KAP Industrial Holdings Limited and its subsidiaries – (385) Unitrans Automotive Proprietary Limited – (4) Unitrans Insurance Proprietary Limited – (11) Fully Sun China Limited (Hong Kong) (43) – Poundland UK and Europe Limited (16) – Other related parties – (1) (59) (401) Purchase of trademark from: GT Global Trademarks SA (4) – Directors fees paid to: Steinhoff Africa Holdings Proprietary Limited (2) (2) Procurement fees paid to: Pepkor Group Sourcing (Fully Sun China Limited (HK)) (33) (90) Pepkor Europe Limited (2) – (35) 90 Other operating fees (paid to)/received from: Unitrans Automotive Proprietary Limited (1) (1) Unitrans Insurance Proprietary Limited – 2 (1) 1 Net rebates received from: KAP Industrial Holdings Limited and its subsidiaries – 25
Settlement discounts received from: KAP Industrial Holdings Limited and its subsidiaries – 3
Net rent paid to: Steinhoff Properties Proprietary Limited (69) (98) JD Group Property Holding Proprietary Limited and its subsidiaries (42) (62) (111) (160) Fees paid to: Lancaster Electricity Solutions Proprietary Limited (8) (8)
Interest received from: Business Venture Investments 1499 (RF) Proprietary Limited 7 – PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 109 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Year ended Year ended 30 September 30 September 2020 2019 Rm Rm 32. RELATED-PARTY TRANSACTIONS (continued) 32.1.3 Related-party transactions in the current and prior year Capex purchases Goscor Lift Truck Company Proprietary Limited (subsidiary of IEP Group) – (6) Unitrans Automotive Proprietary Limited – (22) – (28)
32.2 Significant subsidiaries 30 September 30 September 2020 2019 Ownership Ownership 2020 year-end 2019 year-end % %
Pepkor HoldCo Proprietary Limited 26 September 28 September 100 100 Pepkor Trading Proprietary Limited 26 September 28 September 100 100 Pepkorfin Proprietary Limited 26 September 28 September 100 100 Pepkor Capital (RF) Proprietary Limited 26 September 28 September 100 100 Pepkor Speciality Proprietary Limited 26 September 28 September 100 100 Iliad Africa Trading Proprietary Limited 30 September 30 September 100 100
All significant subsidiaries noted above are incorporated in South Africa. A full list of subsidiaries of the company is available for inspection by shareholders on request at the registered office of the company.
32.3 Directorate The directors of the company are as follows: Executive directors LM Lourens (chief executive officer) RG Hanekom (chief financial officer) Non-executive directors J Naidoo (chairman until 30 November 2020)1 JD Wiese TLR de Klerk Appointed 29 May 2019 LJ du Preez Independent non-executive directors SH Müller JB Cilliers F Petersen-Cook WYN Luhabe (chairman from 1 December 2020)1 Appointed 1January 2019
Directors who resigned MJ Harris Appointed 30 July 2018 and resigned 19 February 2020
1 Subsequent to year-end, J Naidoo’s term as chairman of the board of directors came to an end effective 30 November 2020 and he elected to not continue for another term. The board has appointed WYN Luhabe as the new chairman effective 1 December 2020. 110 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
32. RELATED-PARTY TRANSACTIONS (continued) Composition of board committees Human resources Audit and Social and and risk remuneration Nomination ethics committee committee committee committee
Non-executive directors J Naidoo – x Chairman – LJ du Preez – x x – TLR de Klerk – – – –
Independent non-executive directors SH Müller x Chairman – – JB Cilliers Chairman – x – F Petersen-Cook x – – Chairman WYN Luhabe – – – x
Executive directors LM Lourens – – – x RG Hanekom – – – – 32.4 Director’s shareholding The present and resigned directors of the company held no direct or indirect interests in the company’s issued ordinary shares other than:
2020 2019
Direct/ Number of Direct/ Number of indirect shares indirect shares J Naidoo through Lancaster 101 Proprietary Limited Indirect 306 141 663 Indirect 302 439 024 LM Lourens through Leon Lourens Beleggings Proprietary Limited Indirect 70 826 Indirect 69 970 LJ du Preez (2019: who declares his interest in Taurus Trust of which he is a trustee (not beneficiary)) Direct 10 122 Indirect 10 000 F Petersen-Cook Direct 4 048 – 306 226 659 302 518 994
From 1 October 2020 to the date of approval of the company’s consolidated financial statements, there were no dealings by directors in the company’s ordinary shares.
32.5 Compensation of key management personnel Key management employees are those persons who have authority and responsibility for planning, directing and controlling the activities of the company as a whole. The company considers all members of the executive committee as well as any other person with authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, to be key management employees as defined in IAS 24: Related parties. Remuneration of the executive and non-executive directors was paid by Steinhoff and Pepkor during the year. Share-based payments are linked to the Steinhoff scheme as defined under note 27. Details relating to directors' emoluments are disclosed in note 33.
Year ended Year ended 30 September 30 September 2020 2019 R’000 R'000
Compensation paid to key management and directors – Pepkor 87 232 85 049 Compensation paid to key management and directors – Steinhoff 107 189 90 591 Share-based payments – Pepkor scheme – post-2018 39 175 23 808 233 596 199 448 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 111 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Year ended Year ended 30 September 30 September 2020 2019 Rm Rm 32. RELATED-PARTY TRANSACTIONS (continued) 32.6 Loans to related-parties The loans to employees and key management, which terms are disclosed in note 14, include the following loans to key management members: JL Hamman 7 8 CA Cronje 1 1 CJ Klem 5 6 S Voges 3 4 E Morkel¹ 8 – 24 19
¹ During the current year, E Morkel became a member of key management. Her loan has therefore been disclosed from 2020.
The loans and receivables at amortised cost consist of various loans with no fixed repayment terms, bearing interest at market- related interest rates.
32.7 Directors’ interest in contracts In 2015, Lancaster Electricity Solutions Proprietary Limited, partially owned by J Naidoo (the director of the Pepkor board) through a 25% holding in Lancaster 101 Proprietary Limited, entered into an agreement with Flash Mobile Vending Proprietary Limited, a wholly owned subsidiary of the group, in terms of which a commission is earned net of costs incurred and shared between the partners on an equal basis. The services relate to the sale of electricity. 112 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Company and Company Deferred Total Basic pension fund directors’ Annual cash Retention remuneration remuneration contributions fees bonus long term2 bonus and fees R’000 R’000 R’000 R’000 R’000 R’000 R’000 33. REMUNERATION REPORT 33.1 Remuneration of the executive directors 2020 LM Lourens 6 237 1 087 – 1 188 1 200 3 901 13 613 RG Hanekom 3 689 704 – 712 1 200 3 724 10 029 Paid by Pepkor 9 926 1 791 – 1 900 2 400 7 625 23 642 2019 LM Lourens 6 449 1 021 – 3 287 1 200 3 901 15 858 RG Hanekom 3 830 650 – 1 971 1 200 3 724 11 375 Paid by Pepkor 10 279 1 671 – 5 258 2 400 7 625 27 233
33.2 Remuneration of the other executive directors 2020 Total other executive directors 25 029 4 358 – 3 010 7 860 16 104 56 361 2019 Total other executive directors 19 702 3 919 – 7 021 4 900 14 424 49 966
33.3 Remuneration of the non-executive directors paid 2020 J Naidoo – – 1 819 – – – 1 819 JD Wiese – – 605 – – – 605 SH Müller – – 1 181 – – – 1 181 JB Cilliers – – 1 344 – – – 1 344 F Petersen-Cook – – 1 242 – – – 1 242 MJ Harris – – 288 – – – 288 WYN Luhabe – – 750 – – – 750 Paid by Pepkor – – 7 229 – – – 7 229 TLR de Klerk 20 479 1 077 – 25 349 784 – 47 689 LJ du Preez 23 644 974 – 32 773 2 109 – 59 500 Paid by Steinhoff1 44 123 2 051 – 58 122 2 893 – 107 189 Total 44 123 2 051 7 229 58 122 2 893 – 114 418 2019 J Naidoo – – 2 071 – – – 2 071 JD Wiese – – 621 – – – 621 SH Müller – – 1 355 – – – 1 355 JB Cilliers – – 1 451 – – – 1 451 F Petersen-Cook – – 1 046 – – – 1 046 MJ Harris – – 690 – – – 690 PE Erasmus – – 262 – – – 262 WYN Luhabe – – 354 – – – 354 Paid by Pepkor – – 7 850 – – – 7 850 PJ Dieperink 21 430 308 – 14 241 – – 35 979 DM van der Merwe 9 917 480 – 9 360 – – 19 757 TLR de Klerk 4 904 296 – – – – 5 200 LJ du Preez 19 321 974 – 9 360 – – 29 655 Paid by Steinhoff1 55 572 2 058 – 32 961 – – 90 591 Total 55 572 2 058 7 850 32 961 – – 98 441 1 Relates to remuneration received for services provided to Steinhoff. The fees to directors include fees paid as directors of ultimate holding company Steinhoff where directors serve on the board of the company and holding company. The amount payable to Steinhoff for the attendance of Pepkor board meetings as well as being non-executive Pepkor board members amounts to R1.50 million (2019: R1.96 million). During the financial year, the non-executives from Steinhoff made a donation of 30% of fees to the Solidarity Fund and CoCare Initiative that amounted to R 132 900 for the period April to June 2020. 2 This relates to annual leave paid out for Steinhoff non-executive committee members. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 113 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
33. REMUNERATION REPORT (continued) During the year, executive and non-executive directors donated 30% of their salaries to the Solidarity fund or to other charities for the period April to June 2020. Total remuneration and fees R’000 33.4 COVID-19 salary sacrifice 2020 LM Lourens 594 RG Hanekom 356 Executive directors 950 Other executive committee members 1 548 Total paid by Pepkor 2 498 J Naidoo 163 JD Wiese 50 SH Müller 109 JB Cilliers 124 WYN Luhabe 59 Non-executive committee 505 Total 3 003
2020 2019 R’000 R’000
33.5 Directors’ fees and remuneration Remuneration paid by: Steinhoff and its subsidiary companies 107 189 90 591 Pepkor and its subsidiary companies 30 871 35 083 138 060 125 674 114 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Value of Value of Number Number Number rights rights of rights of rights of rights exercised awarded as at forfeited as at during the during Offer Vesting 30 September during 30 September year the year date date 2019 the year 2020 R R 33. REMUNERATION REPORT (continued) 33.6 Share rights – Steinhoff Scheme Directors paid for services at Pepkor level RG Hanekom March 2016 March 2019 – – – – – March 2017 March 2020 111 251 (111 251) – – – 111 251 (111 251) – – – LM Lourens March 2016 March 2019 – – – – – March 2017 March 2020 121 365 (121 365) – – – 121 365 (121 365) – – – Total executive directors paid by Pepkor 232 616 (232 616) – – –
Directors paid for services at Steinhoff level only1 LJ du Preez No shares granted – – – – – – – – TLR de Klerk March 2016 March 2019 – – – – – March 2017 March 2020 83 438 (83 438) – – – 83 438 (83 438) – – – Total non-executive directors paid by Steinhoff 714 384 (714 384) – – – Total directors paid at Steinhoff level 947 000 (947 000) – – –
The 2016 rights grant was forfeited as the non-market-performance conditions were not met. The Steinhoff remuneration committee decided, during the 2019 and 2020 financial years respectively, that the 2016 and 2017 grants would not vest. The forfeitures in these years therefore include all remaining shares under these grants.
1 The rights relating to TLR de Klerk are for services rendered relating to Steinhoff. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 115 for the year ended 30 September 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Value Value Number Number Number of rights of rights of rights of rights of rights exercised awarded as at awarded as at during during Offer Conditional 30 September during 30 September the year the year1 date vesting date 2019 the year 2020 R R 33. REMUNERATION REPORT (continued) 33.7 Share rights – Pepkor scheme Directors paid for services at Pepkor level Fair value per share at date of exercise/vesting and/or grant 13.03
RG Hanekom March 2018 March 2021 390 244 – 390 244 – – March 2019 March 2022 536 756 – 536 756 – – March 2020 March 2023 – 623 365 623 365 – 8 122 446 927 000 623 365 1 550 365 – 8 122 446 LM Lourens March 2018 March 2021 570 244 – 570 244 – – March 2019 March 2022 797 835 – 797 835 – – March 2020 March 2023 – 1 013 832 1 013 832 – 13 210 231 1 368 079 1 013 832 2 381 911 – 13 210 231 Total executive directors 2 295 079 1 637 197 3 932 276 – 21 332 677
1 The value of rights granted during the year represents the value of the rights for the full service condition (three-year vesting condition).
Executive directors and executives of the group do not have bespoke executive contracts, but are employed in terms of the group’s standard contract of employment. 34. GOING CONCERN The board of directors evaluated the going concern assumption as at 30 September 2020, taking into account the current financial position and their best estimate of the cash flow forecasts in terms of their current knowledge and expectations of ongoing developments of the COVID-19 pandemic, and considered it to be appropriate in the presentation of these financial statements. The cash flows and liquidity projections for the group have been prepared for a period exceeding 12 months from the reporting date and included performing sensitivity analyses based on various scenarios. The group further secured additional cash of R1.9 billion through the accelerated book-build strengthening the group's balance sheet and has renegotiated covenants to ensure that the covenants are not breached at year-end and in the foreseeable future. 35. EVENTS AFTER BALANCE SHEET DATE The board is not aware of any significant events after the reporting date that will have a material effect on the group's results or financial position as presented in these financial statements. 36. DISTRIBUTION TO ORDINARY SHAREHOLDERS No dividends have been declared for the year ended 30 September 2020 in order to reserve cash in the current uncertain economic environment. 116 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
SEPARATE FINANCIAL STATEMENTS for the year ended 30 September 2020
Year ended Year ended 30 September 30 September 2020 20191 Separate income statement Notes Rm Rm Revenue 1 61 1 852 Operating expenses (8 758) (147) Operating (loss)/profit 2 (8 697) 1 705 Finance cost 3 (58) – (Loss)/profit before taxation (8 755) 1 705 Taxation 4 – (7) (Loss)/profit from continuing operations (8 755) 1 698 Loss from discontinued operations 8 (1 544) 3 (Loss)/profit for the year (10 299) 1 701
Year ended Year ended 30 September 30 September 2020 20201 Separate statement of comprehensive income Rm Rm (Loss)/profit for the year (10 299) 1 701 Other comprehensive income – – Total comprehensive (loss)/profit for the year, net of taxation (10 299) 1 701
1 Prior year comparatives have been reclassified for the effect of the discontinued operation reflected in note 8. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 117 for the year ended 30 September 2020
SEPARATE FINANCIAL STATEMENTS continued for the year ended 30 September 2020
30 September 30 September 2020 2019 Separate statement of financial position Notes Rm Rm ASSETS Non-current assets Investment in subsidiary companies 5 59 666 68 000 59 666 68 000 Current assets Receivables 7 19 5 Related-party loan receivable 6 – – Cash and cash equivalents 2 – 21 5 Assets classified as held for sale 8 1 216 – 1 237 5 Total assets 60 903 68 005 EQUITY AND LIABILITIES Capital and reserves Ordinary stated share capital 10 67 234 64 690 Reserves (10 239) 655 56 995 65 345 Non-current liabilities Interest-bearing loans and borrowings 12 1 006 – 1 006 – Current liabilities Other payables and accruals 11 7 1 Related-party loans payable and payables 15 2 895 2 659 2 902 2 660 Total equity and liabilities 60 903 68 005 118 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
SEPARATE FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Separate statement of Ordinary stated Retained Share-based share capital earnings payment reserve Total changes in equity Notes Rm Rm Rm Rm Balance at 30 September 2018 64 690 (231) 36 64 495 Total comprehensive profit for the year – 1 701 – 1 701 Dividends paid – (959) – (959) Share-based payments 9 – – 108 108 Balance at 30 September 2019 64 690 511 144 65 345 Total comprehensive loss for the year – (10 299) – (10 299) Scrip dividend/dividends paid 646 (721) – (75) Share issued through accelerated book-build 1 898 – – 1 898 Share-based payments 9 – – 126 126 Balance at 30 September 2020 67 234 (10 509) 270 56 995
Year ended Year ended 30 September 30 September 2020 2019 Separate statement of cash flows Notes Rm Rm CASH FLOWS FROM OPERATING ACTIVITIES Cash generated from operations 14 8 963 Dividends paid (75) (959) Interest paid (58) – Net cash (outflow)/inflow from operating activities (125) 4 CASH FLOWS FROM INVESTING ACTIVITIES Decrease in related-party loan and receivables – 26 Net cash inflow from investing activities – 26 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from share issued through accelerated book-build 1 898 – Amounts received from related-party loans payable 519 – Amounts paid to related-party loans payable 12.4 (2 290) (30) Net cash inflow/(outflow) from financing activities 127 (30) NET INCREASE IN CASH AND CASH EQUIVALENTS 2 – Cash and cash equivalents at beginning of the year – – CASH AND CASH EQUIVALENTS AT END OF THE YEAR 2 – PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 119 for the year ended 30 September 2020
NOTES TO THE SEPARATE FINANCIAL STATEMENTS for the year ended 30 September 2020
Year ended Year ended 30 September 30 September 2020 2019 Rm Rm 1. REVENUE Dividends received – group companies (note 15.3) – 1 830 Management fees received – group companies (note 15.3) 19 22 Interest received – group companies (note 15.3) 42 – 61 1 852 2. OPERATING (LOSS)/PROFIT Operating (loss)/profit is stated after taking account of the following items: Impairment of related party loan receivable in SA Poco Retail Proprietary Limited (note 6) 68 89 Management fees paid – group companies (note 15.3) 24 30 Impairment of investments (note 5) 8 643 – All directors’ fees and remuneration were paid by subsidiary companies and the ultimate holding company. (Refer to note 15.4) 3. FINANCE COSTS Finance cost paid on medium-term notes issued during the year (37) – Finance cost paid to banks (21) – (58) – 4. TAXATION Taxation charge Normal taxation South African normal taxation – current year – – Deferred taxation South African deferred taxation – current year – (7) – (7)
% %
Reconciliation of rate of taxation Standard rate of taxation (28.0) 28.0 Creation of unrecognised taxation losses – 0.7 Taxation exempt income – (30.0) Non-deductible expenditure 28.0 1.7 Effective rate of taxation (0.0) 0.4
No deferred taxation asset has been recognised in the current and prior year due to the uncertainty regarding the generation of future taxable income against which this can be utilised. 120 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE SEPARATE FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Year ended Year ended 30 September 30 September 2020 2019 Rm Rm 5. INVESTMENT IN SUBSIDIARY COMPANIES Shares at cost at beginning of the year 67 856 70 177 Acquisition of investment in Abacus Holdco Proprietary Limited 183 – Subscription in shares of The Building Company (note 5) 1 885 – Transfer to asset held for sale (note 8) (1 885) – Subscription in shares in SA Poco Retail Proprietary Limited (note 5) 252 – Transfer of provision on related party loan in Poco Retail Proprietary Limited to investment in subsidiary company (note 5) (252) – Capital distribution received – (2 321) Impairment of investments (8 643) – Shares at cost at end of the year 59 396 67 856 Share-based payments 270 144 59 666 68 000
2020 Effective 1 December 2019, 100% of the issued share capital of Abacus Holdco Proprietary Limited and its subsidiaries (Abacus) was acquired for a purchase price of R183 million. The acquisition has been approved by the relevant regulatory authorities. The Abacus product offering includes life- and short-term insurance. Abacus provides insurance products via its subsidiaries to customers of JD Group and other group businesses. During the year, the company subscribed in shares of The Building Company amounting to R1.9 billion. As part of a restructure during the year, the company subscribed in an additional 252 million shares in SA Poco Retail Proprietary Limited for R252 million. This investment was, however, fully impaired to its recoverable amount of Rnil based on the fair value less cost to sell calculation as the company no longer trades and has no intention to trade in the foreseeable future. The company impaired R8.9 billion of its investments held in Pepkor Holdco Proprietary Limited and R1.6 billion in its investments held in Tekkie Town Proprietary Limited to its fair value less cost to sell. The impairment is a result of constrained future growth expectations in PEP Africa, Speciality, Tekkie Town and the JD Group in addition to an increased weighted average cost of capital. Refer to note 8 in the group financial statements for the assumptions used.
2019 Capital distribution received During the prior year, JD Group Proprietary Limited (JD Group) declared a capital distribution to the full extent of Pepkor's investment of R2.3 billion in JD Group. The capital distribution was treated as a reduction in the company's investment in subsidiaries. Further to the capital distribution, JD Group declared a normal distribution amounting to R830 million recognised as dividend income. Both distributions were made by way of distributions in specie as follows: Capital Dividend in distribution specie Total Rm Rm Rm Loan to – The Building Company Proprietary Limited – 89 89 Loan to – Pepkorfin Proprietary Limited 2 321 741 3 062 2 321 830 3 151
The Pepkorfin Proprietary Limited loan of R3.1 billion was in turn ceded to Pepkor Capital (RF) Proprietary Limited as partial settlement of the company's loan due. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 121 for the year ended 30 September 2020
NOTES TO THE SEPARATE FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Issued share Accumulated Carrying capital Shareholding Cost impairment value Rm Rm Rm Rm Rm 5. INVESTMENT IN SUBSIDIARY COMPANIES (continued) 30 September 20201 Pepkor Holdco Proprietary Limited 41 157 100 64 433 (6 998) 57 435 JD Group Proprietary Limited2 3 046 100 – – – Tekkie Town Proprietary Limited 636 100 3 423 (1 645) 1 778 SA Poco Retail Proprietary Limited2 3 779 100 – – – Abacus Holdco Proprietary Limited 100 100 183 – 183 68 039 (8 643) 59 396 30 September 2019¹ Pepkor Holdco Proprietary Limited 41 157 100 64 433 – 64 433 JD Group Proprietary Limited2 3 046 100 – – – Tekkie Town Proprietary Limited 636 100 3 423 – 3 423 The Building Company2 100 100 – – – SA Poco Retail Proprietary Limited2 3 528 100 – – – 67 856 – 67 856
1 All companies are incorporated in South Africa. 2 Investment in subsidiary is less than R500 000.
Year ended Year ended 30 September 30 September 2020 2019 Rm Rm 6. RELATED PARTY LOAN RECEIVABLES Related party loan receivable – 273 Provision for impairment – (273) Net of impairment provision – –
Reconciliation of movement for the year Balance at beginning of the year – – Additional loan to SA Poco Retail Proprietary Limited (2020: through cession agreement) 68 89 Impairment provision against loan advanced (note 2) (68) (89) Cession of related party loan receivable from The Building Company from Pepkorfin 2 135 – Proprietary Limited Cession of related party loan receivable from The Building Company from Pepkor Capital (RF) 627 – (Proprietary) Limited Subscription in shares of The Building Company Proprietary Limited (Note 5) (1 885) – Subscription in shares in SA Poco Retail Proprietary Limited (note 5) (252) – Transfer of provision on related party loan in SA Poco Retail Proprietary Limited to investment 252 – in subsidiary company (note 5) Transfer to asset held for sale (note 8) (877) – Balance at end of the year – –
During the year, the following related party loan receivables were ceded to the company: Pepkorfin Proprietary Limited ceded its loan receivable from The Building Company to the value of R2.1 billion to the company. Pepkor Capital (RF) Proprietary Limited ceded its loan receivable from The Building Company to the value of R627 million to the company. Pepkorfin Proprietary Limited ceded its loan receivable from SA Poco Retail Proprietary Limited to the value of R68 million. During the year, the company subscribed in shares of The Building Company amounting to R1.9 million. As part of a restructure during the year, the company subscribed in shares in SA Poco Retail Proprietary Limited for R252 million. 7. TRADE AND OTHER RECEIVABLES Other receivables 10 4 Related party receivables (note 15.3) 9 1 19 5 122 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE SEPARATE FINANCIAL STATEMENTS continued for the year ended 30 September 2020
30 September 30 September 2020 2019 Rm Rm 8. DISCONTINUED OPERATIONS AND ASSETS CLASSIFIED AS HELD FOR SALE 8.1 Description The group entered into a sale and purchase agreement with Cashbuild Limited for the disposal of the issued share capital of The Building Company for a total purchase price, including permitted leakages, of R1.2 billion. The transaction will enable the group to streamline its portfolio of businesses and focus on its core business of discount and value retail. The company has therefore subsequently reclassified its investment in The Building Company as assets held for sale. As part of the sale, the following transactions were concluded, giving rise to the investment in The Building Company to increase in the current year: Pepkorfin Proprietary Limited ceded its loan receivable from The Building Company to the value of R2.1 billion to the company. Pepkor Capital (RF) Proprietary Limited ceded its loan receivable from The Building Company to the value of R627 million to the company. The company subscribed in shares of The Building Company amounting to R1.9 billion, which was subsequently impaired to its fair value as below.
8.2 Income statement Revenue (note 15.3) 2 3 Loss on sale of subsidiary after taxation (note 8.3) (1 546) – Loss for the year (1 544) 3
8.3 Asset held for sale Investment in subsidiary companies 1 885 – Related-party loans 877 – Impairment loss recognised (1 546) – 1 216 – PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 123 for the year ended 30 September 2020
NOTES TO THE SEPARATE FINANCIAL STATEMENTS continued for the year ended 30 September 2020
9. PEPKOR GROUP SCHEME Terms of the scheme Pepkor granted future share rights to share scheme participants under the Pepkor Executive Share Rights Scheme. The grants remain subject to meeting certain performance conditions (vesting conditions) over the vesting period.
Pepkor Executive Share Right Scheme The Pepkor Executive Share Rights Scheme is subject to the following conditions: a) Rights are granted to qualifying senior executives on an annual basis. b) Vesting of rights occurs on the third anniversary of grant date, provided performance criteria, as set by Pepkor Holdings Limited’s remuneration committee at or about the time of the grant date, have been achieved. c) In the event of performance criteria not being satisfied by the third anniversary of the relevant annual grant, all rights attaching to the particular grant will lapse. Assumptions The fair value of services received in return for share rights granted is measured by reference to the fair value of the share rights granted. The estimated fair value of the services received is measured based on the assumption that all vesting conditions are met and all employees remain in service. The pricing model used was the Monte Carlo simulation model. As the company was only listed in September 2017, the equity volatility for the 2018 grant was determined using the volatility of surrogate listed peer daily closing share price over a rolling three-year period.
2020 grant 2019 grant 2018 grant
Fair value of Pepkor share rights and assumptions: Fair value at grant date R13.03 R19.50 R18.86 Share price at grant date R13.96 R20.50 R20.41 Strike price Rnil Rnil Rnil Expected volatility 28.2% 35.9% 37.0% Dividend yield 2.3% 1.70% 2.70% Risk-free interest rate 6.5% 7.2% 6.9% Option life 3 years 3 years 3 years
Share scheme settlement provision affecting equity Rights granted under the Pepkor Executive Share Rights Scheme are subject to a share scheme settlement arrangement whereby the subsidiary companies are required to pay the subscription price of shares granted to employees, equivalent to the quoted market price of such shares on the vesting date when the shares are secured by the subsidiary companies for delivery to the employees less the rights subscription price payable by the employees. This share scheme settlement arrangement does not impact on profit or loss, as the share scheme is equity-settled and recognised in equity.
2020 2019 Rm Rm
Fair value of share scheme settlement receivable Balance at beginning of the year 134 28 Increase in fair value 33 106 Balance at end of the year 167 134
Deferred dividend receivable Balance at beginning of the year 10 8 Dividend deferred in current year 93 2 Balance at end of the year 103 10 Total 270 144 124 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE SEPARATE FINANCIAL STATEMENTS continued for the year ended 30 September 2020
30 September 30 September 2020 2019 Number of Number of shares shares 10. SHARE CAPITAL 10.1 Authorised – ordinary Ordinary shares of no par value 20 000 000 000 20 000 000 000 10.2 Issued – ordinary Balance at beginning of the year 3 450 000 000 3 450 000 000 Scrip dividend issued 37 850 881 – Share issued through accelerated book-build 172 500 000 – Total issued ordinary stated share capital 3 660 350 881 3 450 000 000
Rm Rm
10.3 Issued – ordinary Balance at beginning of the year 64 690 64 690 Scrip dividend issued 646 – Share issued through accelerated book-build 1 898 – Total issued ordinary stated share capital 67 234 64 690
Number of Number of shares shares
10.4 Unissued shares Shares reserved for future participation in share schemes 172 500 000 500 000 000 Shares under the control of the directors – 172 500 000 Unissued shares 16 167 149 119 15 877 500 000 Total unissued shares 16 339 649 119 16 550 000 000
By way of general authority, shareholder approval was granted to the board to issue up to 172.5 million (4.95% of issued share capital) (2019: 172.5 million, 5% of issued share capital) shares for cash, subject to the provisions of the memorandum of incorporation (MOI) and the JSE Listings Requirements, which authority shall endure until the next AGM of the company. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at the meetings of the company.
10.5 Authorised – preference Non-redeemable, non-cumulative, non-participating preference shares of no par value 5 000 000 5 000 000 Non-redeemable, cumulative, non-participating preference shares of no par value 2 500 000 2 500 000 Redeemable, non-cumulative, non-participating preference shares of no par value 2 500 000 2 500 000 Redeemable, cumulative, non-participating preference shares of no par value in the following classes: Class A1 redeemable, cumulative, non-participating preference shares of no par value 10 000 000 10 000 000 Class A2 redeemable, cumulative, non-participating preference shares of no par value 10 000 000 10 000 000 Class A3 redeemable, cumulative, non-participating preference shares of no par value 10 000 000 10 000 000 Class A4 redeemable, cumulative, non-participating preference shares of no par value 10 000 000 10 000 000 Class A5 redeemable, cumulative, non-participating preference shares of no par value 10 000 000 10 000 000 Total authorised preference share capital 60 000 000 60 000 000
30 September 30 September 2020 2019 Rm Rm 11. OTHER PAYABLES Other payables and amounts due 4 1 Payroll-related creditors and other payables 3 – Total financial liabilities 7 1
The fair values of accounts payable are disclosed in note 16. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 125 for the year ended 30 September 2020
NOTES TO THE SEPARATE FINANCIAL STATEMENTS continued for the year ended 30 September 2020
30 September 30 September 2020 2019 Rm Rm 12. INTEREST-BEARING LOANS AND BORROWINGS 12.1 Analysis of closing balance: External interest-bearing loans and borrowings Secured financing Floating rate notes 1 006 – Portion payable within 12 months included in current liabilities – – Total non-current interest-bearing loans and borrowings 1 006 – 12.2 Analysis of repayment: External loans Repayable within the next year and thereafter – current and non-current split Within three years 800 – Within five years 206 – 1 006 –
30 September 30 September Facility Maturity Interest 2020 2019 Rm date rate Rm Rm
12.3 Loan details Loans due: Floating rate notes – PEP01 800 10 March 2023 Three month JIBAR plus 159 bps 800 – Floating rate notes – PEP02 206 10 March 2025 Three month JIBAR plus 174 bps 206 – 1 006 –
On 10 March 2020, notes to the value of R1.006 billion were issued under the Domestic Medium-Term Note (DMTN) programme, which is a further source of funding to the group. The DMTN is guaranteed by Pepkor Trading Proprietary Limited. Interest-bearing borrowings bear interest at variable, market-determined rates and are repayable quarterly in arrears. These borrowings are measured at amortised cost, which approximates their fair value. The undiscounted cash flows of the remaining contractual maturity as well as the fair values of interest-bearing loans and borrowings are disclosed in note 16.
30 September 30 September 2020 2019 Rm Rm
12.4 Total net debt Cash and cash equivalents 2 – Interest-bearing loans and borrowings (1 006) – Related-party loans payable (2 895) (2 659) (3 899) (2 659) Net debt reconciliation Net debt at beginning of the year 2 659 5 751 Movement in interest-bearing loans and borrowings Floating rate notes issued during the year via intercompany nominated bank account 1 006 – Movement in related-party loans payable Floating rate notes issued during the year via intercompany nominated bank account (1 006) – Acquisition of investment in Abacus Holdco Proprietary Limited paid by related party (note 5) 183 – Cession of related party loans (note 6) 2 830 – Capital distribution and dividend in specie (note 5) – (3 062) Cash inflow on partial settlement of related party loans payable 519 – Cash outflow on partial settlement of related party loans payable (2 290) (30) Net movement in cash and cash equivalents (2) – 3 899 2 659 126 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE SEPARATE FINANCIAL STATEMENTS continued for the year ended 30 September 2020
13. CONTINGENCIES Sellers of the Tekkie Town business allege that Pepkor is responsible for the payment of an earn-out to the sellers based on the performance of Pepkor Speciality Proprietary Limited (the legal entity under which the Tekkie Town business operates) for the period from 1 October 2017 to 30 September 2020. The sellers have also commenced legal proceedings for restitution of the Tekkie Town business. Based on legal advice, the directors are confident that outflow or potential success against Pepkor is remote. Sellers of approximately 57% of the shares and previous management of Tekkie Town have instituted a claim against Steinhoff N.V. based on a written contract entered into between the parties on 29 August 2016 under which Steinhoff N.V. purchased all the ordinary shares held in Tekkie Town for a purchase price of R3.3 billion, discharged by the allotment and issuing of 43 million Steinhoff N.V. shares. The Tekkie Town Claimants allege that they entered into the contract based on false and misleading representations made by Steinhoff N.V. and claim return of the Tekkie Town equity or payment of approximately R1.85 billion. Initially, Pepkor was not a party to this litigation, but during June 2020 certain Pepkor entities were joined to the action and relief is also claimed against the Pepkor entities. The group is exposed to guarantees relating to external borrowings detailed in note 22 of the consolidated annual financial statements. Refer to note 31.6 of the consolidated annual financial statements for the notional value relating to the exposure to guarantees on external borrowings. The directors are confident that no material liability will arise from any other guarantee. The maximum exposure relating to guarantees is disclosed in note 31.6 of the consolidated annual financial statements. Pepkor Holdings Limited is a party to such guarantees as detailed in note 17. Refer to note 17 for the value relating to the exposure to guarantees on external borrowings. The company has secured a letter of support from Pepkor Holdco Proprietary Limited in the event that the company is called upon to perform on such commitment. The directors are confident that no material liability will arise from any other guarantee. The maximum exposure relating to guarantees is disclosed in note 17. There is no other litigation, current or pending, which is considered likely to have a material adverse effect on the company.
Year ended Year ended 30 September 30 September 2020 2019 Rm Rm 14. CASH GENERATED FROM/(UTILISED IN) OPERATIONS Operating (loss)/profit (10 243) 1 708 Adjusted for: Impairment of investments in subsidiary companies (note 2) 8 643 – Loss on sale of subsidiary after taxation (note 8.2) 1 546 – Impairment of loans due from subsidiary company (note 2) 68 89 Dividend in specie (note 5) – (830) Cash generated from operations before working capital changes 14 967 Working capital changes Increase in receivables (13) (4) Increase in payables and accruals 7 – Net changes in working capital (6) (4) Cash generated from operations 8 963
15. RELATED PARTY TRANSACTIONS Related-party relationships exist between shareholders and subsidiaries within the group and its company directors and key management employees.
15.1 Subsidiaries Details of investments in direct subsidiaries are disclosed in note 5.
15.2 Financial guarantee contracts Details of financial guarantee contracts are disclosed in note 17 of the company financial statements. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 127 for the year ended 30 September 2020
NOTES TO THE SEPARATE FINANCIAL STATEMENTS continued for the year ended 30 September 2020
Year ended Year ended 30 September 30 September 2020 2019 Rm Rm 15. RELATED PARTY TRANSACTIONS (continued) 15.3 Trading transactions The following is a summary of transactions with related parties during the year and balances at year-end: Loans receivable from (discontinued operations): The Building Company Proprietary Limited 966 89 SA Poco Retail Proprietary Limited – 184 Cumulative impairment provision (89) (273) 877 – The loan to The Building Company Proprietary Limited is non-interest-bearing and has no fixed terms of repayment. The loan to SA Poco Retail Proprietary Limited is non-interest-bearing and has no fixed terms of repayment. Loan payable to (continuing operations): Pepkorfin Proprietary Limited (1 645) (346) Pepkor Capital (RF) Proprietary Limited (1 243) (2 312) (2 888) (2 658) These loans bear no interest and are repayable on demand. The intention of the parties is to settle amounts when the underlying external debt in Pepkor Capital (RF) Proprietary Limited and Pepkorfin Proprietary Limited falls due on 23 May 2022. Accounts receivable from (continuing operations): Pepkor Trading Proprietary Limited 1 1 Pepkorfin Proprietary Limited 8 – 9 1 Accounts payable to (continuing operations): Pepkorfin Proprietary Limited (7) (1) (7) (1) Dividends received (continuing operations): Pepkor Holdco Proprietary Limited – 1 000 JD Group Proprietary Limited – 830 – 1 830 Dividends paid (continuing operations): Ainsley Holdings Proprietary Limited (512) (681) Lancaster 101 Proprietary Limited (63) (84) (575) (765) Management fees received (continuing operations): Pepkor Speciality Proprietary Limited 1 2 Flash Mobile Vending Proprietary Limited 2 2 Pepkor Trading Proprietary Limited 16 18 Management fees received (discontinued operations): 19 22 The Building Company Proprietary Limited 2 3 Management fees received (total operations) 21 25 Management fees paid (continuing operations): Pepkor Trading Proprietary Limited (23) (28) Directors’ fees paid (continuing operations): Steinhoff Africa Holdings Proprietary Limited (1) (2) Interest received (continuing operations): Pepkorfin Proprietary Limited 42 – 42 –
15.4 Compensation of key management personnel Refer to note 33 of the consolidated financial statements. 128 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE SEPARATE FINANCIAL STATEMENTS continued for the year ended 30 September 2020
16. FINANCIAL INSTRUMENTS The management, board and executive team are responsible for implementing the risk management strategy to ensure that an appropriate risk management framework is operating effectively within the company, embedding a risk management culture. The board and the audit and risk committee are provided with a view of the risk profile of the company and any major exposures and relevant mitigating actions are identified. The system of risk management is designed so that the different business units are able to tailor and adapt their risk management processes to suit their specific circumstances. Regular management reporting and internal audit reports provide a balanced assessment of key risks and controls. The financial director provides quarterly confirmation to the board that financial and accounting control frameworks have operated satisfactorily and consistently.
Loans and receivables and other financial liabilities at amortised cost
30 September 30 September 2020 2019 Rm Rm
16.1 Total financial assets and liabilities Receivables 19 1 Cash and cash equivalents 2 – Current financial assets 21 1 Interest-bearing loans and borrowings (1 006) – Non-current financial liabilities (1 006) – Other payables (7) (1) Related-party loans payable and payables (2 895) (2 659) Current financial liabilities (2 902) (2 660) (3 887) (2 659)
No items were classified as ’at fair value through profit or loss’ or ’at fair value through other comprehensive income’ during the current and previous financial year. No fair value adjustments were made to any of the financial assets and liabilities.
16.2 Foreign currency risk All the financial assets and liabilities of the company are denominated in the company’s functional currency of South African rand.
16.3 Interest rate risk As part of the process of managing the company’s borrowings mix, the interest rate characteristics of new borrowings and the refinancing of existing borrowings are positioned according to expected movements in interest rates. Interest rate exposure is managed within limits agreed by the board.
At the reporting date, the interest rate profile of the company’s financial instruments was:
Subject to interest rate movement
Variable South African Variable Non-interest prime JIBAR bearing Total Rm Rm Rm Rm
30 September 2020 Current financial assets 2 – 19 21 Non-current financial liabilities – (1 006) – (1 006) Current financial liabilities – – (2 902) (2 902) 2 (1 006) (2 883) (3 887) 30 September 2019 Current financial assets – – 1 1 Current financial liabilities – – (2 660) (2 660) – – (2 659) (2 659) PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 129 for the year ended 30 September 2020
NOTES TO THE SEPARATE FINANCIAL STATEMENTS continued for the year ended 30 September 2020
30 September 30 September 2020 2019 Rm Rm 16. FINANCIAL INSTRUMENTS (continued) 16.4 Credit risk Potential concentration of credit risk consists principally of related-party loans receivable. At 30 September 2020, the company did not consider there to be any significant concentration of credit risk that had not been adequately provided. The carrying amounts of financial assets represent the maximum credit exposure. The maximum exposure to credit risk at the reporting date, without taking account of the value of any collateral and financial guarantees are as follows: Current financial assets 21 1 Maximum exposure to financial guarantees 13 299 19 295 13 320 19 296
The company is no longer exposed to the BVI financial guarantee as the debt and relating guarantee were settled. Refer to note 17. Credit risk is concentrated within southern Africa, which has been assessed based on the ECL model and has concluded that the effect would not be material.
16.5 Liquidity risk Liquidity risk is the risk that an entity will encounter difficulty in meeting its obligations associated with financial liabilities. Liquidity risk arises because of the possibility that the entity could be required to pay its liabilities earlier than expected. The company manages liquidity risk by monitoring forecast cash flows and ensuring that adequate borrowing facilities are available. The company can also call on financial assistance from certain companies within the Pepkor group of companies based on an agreement if the need arises. The following are the contractual maturities of financial liabilities:
Total 0 to 3 months 4 to 12 months Year 2 Years 3 to 5 Rm Rm Rm Rm Rm
2020 Non-current financial liabilities 1 006 – – – 1 006 Current financial liabilities 2 902 2 902 – – – Financial guarantee contracts 13 299 13 299 – – – 17 207 16 201 – – 1 006 2019 Current financial liabilities 2 660 2 660 – – – Financial guarantee contracts 19 295 19 295 – – – 21 955 21 955 – – –
Further details of financial guarantee contracts are provided in note 17.
16.6 Treasury risk A finance forum, consisting of senior executives of the company, meets on a regular basis to analyse currency and interest rate exposure and to review and, if required, to adjust the company’s treasury management strategies in the context of prevailing and forecast economic conditions.
16.7 Capital risk The company manages its capital to ensure that the company will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the company consists of equity, comprising issued capital, distributable reserves and retained earnings as disclosed in the statement of changes in equity. The company’s risk management committee reviews the capital structure of the company on a semi-annual basis. As a part of this review, the committee considers the cost of capital and the risks associated with each class of capital. Based on recommendations of the committee, the company will balance its overall capital structure through the payment of dividends, new share issues and share buy-backs as well as the issue of new debt or the redemption of existing debt. 130 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
NOTES TO THE SEPARATE FINANCIAL STATEMENTS continued for the year ended 30 September 2020
17. FINANCIAL GUARANTEE CONTRACTS The company along with other subsidiaries guaranteed the term loans, revolving credit facilities and general banking facilities of Pepkorfin Proprietary Limited and the preference share funding of Pepkor Capital (RF) Proprietary Limited under the terms of the guarantee. The company will make payments to reimburse the lenders upon failure of the guarantee entity to make payments when due. The company has secured a letter of support from Pepkor Holdco Proprietary Limited, a wholly owned subsidiary, in the event that the company is called upon to perform on such commitment.
Drawn down Drawn down Face value balance Face Value balance 2020 2020 2019 2019 Rm Rm Rm Rm Term loans 8 000 7 000 9 500 8 500 Preference share funding 2 000 2 000 6 000 6 000 Revolving credit facilities 2 500 2 500 2 500 2 500 General banking facilities 8 195 1 400 6 935 1 039 Guarantee facilities 920 399 1 420 1 256 21 615 13 299 26 355 19 295
18. DISTRIBUTION TO ORDINARY SHAREHOLDERS No dividends have been declared for the year ended 30 September 2020 in order to preserve cash in the current uncertain economic environment.
19. EVENTS AFTER THE BALANCE SHEET DATE The board is not aware of any significant events after the reporting date that will have a material effect on the company’s results or financial position as presented in these financial statements.
20. GOING CONCERN The board of directors evaluated the going concern assumption as at 30 September 2020, taking into account the current financial position and their best estimate of the cash flow forecasts in terms of their current knowledge and expectations of ongoing developments of the COVID-19 pandemic, and considered it to be appropriate in the presentation of these financial statements. The cash flows and liquidity projections for the group have been prepared for a period exceeding 12 months from the reporting date and included performing sensitivity analyses based on various scenarios. The group has made substantial progress in reducing net debt, strengthening its financial position, refer to note 22 of the consolidated annual financial statements. Covenants were renegotiated to create further flexibility into the future. Refer to note 31.6 of the consolidated annual financial statements for further detail. PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS 131 for the year ended 30 September 2020
SHAREHOLDER ANALYSIS for the year ended 30 September 2020
Shareholder spread No of shareholdings % No of shares %
1 – 1 000 shares 5 508 48.47 1 458 384 0.04 1 001 – 10 000 shares 4 264 37.52 13 375 672 0.37 10 001 – 100 000 shares 928 8.17 30 989 625 0.85 100 001 – 1 000 000 shares 517 4.55 168 888 669 4.61 1 000 001 shares and over 147 1.29 3 445 638 531 94.13 Total 11 364 100.00 3 660 350 881 100.00 Distribution of shareholders No of shareholdings % No of shares %
Banks/brokers 158 1.39 269 384 031 7.36 Close corporations 64 0.56 255 120 0.01 Endowment funds 96 0.84 6 710 012 0.18 Government 3 0.03 528 089 0.01 Individuals 8 881 78.15 17 222 533 0.47 Insurance companies 73 0.64 39 069 812 1.07 Investment companies 4 0.04 6 389 827 0.17 Medical schemes 32 0.28 5 212 642 0.14 Mutual funds 367 3.23 312 329 245 8.53 Other corporations 30 0.26 94 012 0.00 Private companies 207 1.82 12 150 401 0.33 Public companies 2 0.02 70 194 0.00 Retirement funds 467 4.11 194 310 292 5.31 Strategic investors 2 0.02 2 786 136 033 76.13 Trusts 978 8.61 10 488 638 0.29 Total 11 364 100.00 3 660 350 881 100.00 Public/non-public shareholders No of shareholdings % No of shares %
Non-public shareholders 5 0.04 2 786 221 029 76.12 Directors and associates 3 0.02 84 996 0.00 Strategic holdings (more than 10%) 1 0.01 2 479 994 370 67.76 Strategic holdings (company-related) 1 0.01 306 141 663 8.36 Public shareholders 11 359 99.96 874 129 852 23.88 Total 11 364 100.00 3 660 350 881 100.00 Beneficial shareholders holding 1% or more No of shares %
Steinhoff International Holdings Limited 2 479 994 370 67.75 Lancaster 101 Proprietary Limited 306 141 663 8.36 Allan Gray 66 926 795 1.83 GIC Private Limited 45 782 933 1.25 Alexander Forbes Investments 42 986 105 1.17 Old Mutual 42 971 585 1.17 Coronation Fund Managers 42 101 526 1.15 Government Pension Fund – Norway 40 914 575 1.12 Total 3 067 819 552 83.80 Fund managers holding 1% or more No of shares %
Coronation Fund Managers 111 596 779 3.05 Allan Gray Asset Management 110 189 273 3.01 GIC Asset Management 44 869 933 1.23 Old Mutual Investment Group 44 773 557 1.22 Total 311 429 542 8.51 Data as at 25 September 2020. 132 PEPKOR CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS for the year ended 30 September 2020
CORPORATE INFORMATION
Registration number 2017/221869/06 Auditor Share code PPH PricewaterhouseCoopers Inc. Debt code PPHI 5 Silo Square, V&A Waterfront ISIN ZAE000259479 Cape Town 8012 PO Box 2799, Cape Town 8000 Registered address 36 Stellenberg Road Equity sponsor Parow Industria 7493 PSG Capital Proprietary Limited PO Box 6100 (Registration number 2006/015817/07) Parow East 7500 Stellenbosch office Telephone 021 929 4800 E-mail [email protected] 1st Floor, Ou Kollege Building, 35 Kerk Street Stellenbosch 7600 Contact PO Box 7403, Stellenbosch 7599 [email protected] Sandton office Investor relations 2nd Floor, Building 3, 11 Alice Lane [email protected] Sandhurst, Sandton 2196 Press enquiries PO Box 650957, Benmore 2010 [email protected] Debt sponsor Company secretary Rand Merchant Bank (A division of FirstRand Bank Limited) Pepkor Proprietary Limited (Registration number 1929/001225/06) (Registration number 1965/007765/07) 1 Merchant Place, Corner Fredman Drive and Rivonia Road 36 Stellenberg Road, Parow Industria 7493 Sandton 2196 PO Box 6100, Parow East 7501 PO Box 786273, Sandton 2146 www.pepkor.co.za