reviewed final results - super group ltdoup eee ests o te e ee e 9 super group final results...

Reviewed Final Results for the year ended 30 June 2013

Super Group Limited(Incorporated in the Republic of South Africa)registration number 1943/016107/06iSiN ZAE000161832Share code SPG

ContentsFinancial performance and highlights 1Introduction 2Financial performance 2Divisional review 3

Supply Chain 3 Fleet Solutions 3 Dealerships 4 Services 4

Prospects 4Condensed Consolidated Statement of Comprehensive Income 6Condensed Consolidated Statement of Financial Position 7Condensed Consolidated Statement of Cash Flow 8Condensed Consolidated Statement of Changes in Equity 9Operating segments 10Basis of preparation and accounting policies 12Salient features 12Company information IBC

Super Group Reviewed Final Results for the year ended 30 June 2013 1

August 2013

Final Results Presentation for the year ended 30 June 2013

2 Super Group Final Results Presentation

● Financial highlights

● 2013 at a glance

● Segmental analysis

● Divisional review

Supply Chain

Fleet Solutions

Dealerships

● Group financial results

● Prospects and strategy

Agenda

Notes:

Notes:

2 Super Group Reviewed Final Results for the year ended 30 June 2013


Financial highlights

● Revenue

● Operating profit

● Profit before taxation

● Headline earnings per share (HEPS)

● Adjusted HEPS

● NAV per share

R11,7 billion

R1 134 million

R1 067 million

213 cents

221 cents

1 221 cents

15%

22%

26%

19%

17%

22%


2013 at a glance

● A solid set of results in the face of:

Continued tough economic conditions

Intensified competitive behaviour in the market

Above inflation labour cost increases

● Good growth across all of Super Group’s businesses driven by:

Securing of new contracts

Focus on cost control

Strategic acquisitions made during the year

● Supply Chain South Africa delivered commendable results in a highly competitive and challenging environment

● African Logistics reported a strong set of results achieved on the back of improved activity

● Fleet Solutions performed above expectations

● Dealerships reported good growth ahead of market and continues to improve margins

Notes:

Notes:



2013 at a glance ● Acquired the controlling interests in:

Digistics, a procurement and food distribution business in the Quick Service Restaurant industry, effective 1 October 2012; and

Safika Oosthuizens, a logistics services company that provides hauling of dry bulk goods such as coal, chrome and “run of mine minerals” in tipper trucks, effective 1 March 2013

● As a result of:

acquisitions made;

the warehouse expansions at Super Park; and

additional working capital requirements,

Super Group reported a net debt position of R159 million at 30 June 2013 (30 June 2012: net cash position of R429 million)

● During the year Super Group repurchased 3,57 million shares for approximately R59 million (1,13% of issued share capital)


Acquisitions

Digistics Safika Oosthuizens

Effective date 1 October 2012 1 March 2013

Controlling interest 50,1% 75,0%

Transaction multiple 5x PAT 3x PAT

Attributed PBT (after amortisation) R31 million R44 million

Earnings enhancing

Synergies with existing business

Performance to date

Integration into Super Group

In line with expectations Exceed expectations

Notes:

Notes:



Segmental analysis

Supply Chain Fleet Solutions Dealerships


Segmental analysis


Notes:

Notes:



Segmental analysis – excl non-controlling interests



Segmental analysis – excl non-controlling interests


Notes:

Notes:


Divisional review


Results of the divisions


Notes:

Notes:



Net operating assets per division

Supply Chain Fleet Solutions


RNOA per division (after tax)

Group RNOA is 20,8% (June 2012: 18,9%)

RNOA = Return on Net Operating Assets

Supply Chain SA SG Fleet Dealerships FleetAfrica African Logistics

Notes:

Notes:


Supply Chain


Supply Chain South Africa

Revenue (R’m) Operating profit (R’m)

Profit before tax (R’m) Operating profit margin (%)

First Half Second Half

Notes:

Notes:



Supply Chain South Africa

● A commendable performance with:

Revenue 39,8%

Operating profit 80,3%

Profit before tax 86,6%

● Highly competitive and challenging market conditions prevailed

● The results were mainly driven by:

- Freight and Super Rent: excellent performance

- Digistics: the results were in line with expectations from 1 October 2012

- Safika Oosthuizens: financial outperformance from 1 March 2013

- Sherwood: results benefitting from the electrification project in Ghana and FMCG expansion in Zimbabwe

- Micor: improved results and margins on the back of new contracts

- SG Convenience: expanded product ranges through SG Gateway and the Super Group Brands Division


African Logistics




Notes:

Notes:



African Logistics

● A sterling performance with:

Revenue 22,0%



● African Logistics’ operating margin improved to a commendable 13,1% (June 2013) from 10,0% (June 2012)

● The results were impacted by:

- improved North-bound activity;

- additional activity on the Beira-Harare route;

- the fleet running at 80% - 90% capacity;

- a weaker Rand against all currencies: R20,3 million forex gain (2012: R6,3 million); and

- improved fleet operational efficiencies following the completion of the vehicle renewal programme

Fleet Solutions

Notes:

Notes:



FleetAfrica





FleetAfrica

● FleetAfrica’s results were above expectations:

Revenue 60,1%



● FleetAfrica improved its operating margin from 22,6% (June 2012) to 29,1% (June 2013)

● FleetAfrica developed the business during the year managing to:

secure a number of new contracts, the most notable being the City of Polokwane fleet outsource contract;

redeploy former City of Johannesburg assets into other authorities;

explore new product initiatives with the assistance of SG Fleet

Notes:

Notes:



SG Fleet





SG Fleet ● SG Fleet again delivered an excellent performance:

Revenue 23,8%



● SG Fleet‘s trading conditions reflected:

a slowdown in the Australian economy, mainly as a result of:

› the decline in resources exported to China

› strong Australian Dollar

› decisions to enter into contracts being deferred until after the Federal election on 7 September 2013

● SG Fleet secured major contracts across all sectors, including the large long-term fleet maintenance lease contract for the Australian Federal Government

● The second-hand car market softened at the beginning of 2013 due to record registrations of new vehicles at the end of 2012

residual values have stabilised

● R52,6 million (16,9%) of the growth in profit before tax relates to the strengthening of the AUD against the Rand

Notes:

Notes:



SG Fleet Proposed Australian Government Fringe Benefits Tax (FBT) amendments on novated lease contracts

● The current annual FBT liability calculation methods on novated lease contracts (a “salary sacrifice” vehicle benefit agreement available to employees) are:

Statutory Cost Method: a flat 20% of the market value of the vehicle; or Operating Cost Method: a percentage determined by actual usage, based on log book

entries by employees that use their vehicles for business purposes

● The proposed change, should the Labour Party retain office after the Federal election, is:

the removal of the Statutory Cost Method from new novated lease contracts entered into after 16 July 2013, with effect from 1 April 2014

● Implications of proposed amendment:

increase the FBT payable on vehicles mainly used for private purposes; and increase the administrative burden associated with novated lease contracts

● Novated lease vehicles represent 28% of SG Fleet’s fleet – working with industry on response to Government

● SG Fleet expects novated lease volumes to be impacted until after the Federal election

Dealerships

Notes:

Notes:



Dealerships





Dealerships ● A good set of results:

Revenue 22,3%



● Operating margin of 2,6% continued to improve and exceeded the target of 2,5%

● Three new dealerships were acquired and two agencies were added to existing sites during the year under review

● New vehicle sales increased by 22,4% (16,0% from existing dealerships) over the year

● NAAMSA new vehicle sales for the year to 30 June 2013 were up 8,8% (June 2012: 13,7%)

● Used vehicle unit sales increased by 26,6% (17,3% from existing dealerships) over the year

● Finance and Insurance performance was in line with expectations

● The upgrade of existing sites and the development of new sites completed or close to completion and cost-saving benefits are being realised

Notes:

Notes:


Group financial results


Significant changes to the Group’s financials ● PPE increased, in total, by R613 million for Digistics and Safika Oosthuizens

● Interest-bearing loans relating to these assets total R474 million

● Intangible assets raised for Digistics and Safika Oosthuizens totalling R216 million

● Goodwill raised for Digistics of R62 million

● Negative goodwill for Safika Oosthuizens of R38 million credited to income statement

● Financial instrument liability raised for Digistics and Safika Oosthuizens relating to non-controlling interests' option to sell their shares to the Group totalling R207 million

● Digistics has a large sundry debtor valued at around R440 million (at year end) funded by creditors that represent product throughput accounted for on an agency basis

● Expansion of warehouses at Super Park cost R128 million in the current year

● The result of the above, at year end:

a R1,2 billion increase in Net Operating Assets; and

a R837 million reduction in net cash

Notes:

Notes:



Summary of operating profit/PBT movements

R’million Operating profit PBT

June 2012 (prior year) 929,6 847,5

Increases/(decreases):

Supply Chain South Africa 146,2 139,4

African Logistics 25,4 24,8

FleetAfrica (118,7) (101,9)

SG Fleet 161,7 162,5

Dealerships 34,3 32,5

Services (incl Mauritius and Emerald) (44,5) (38,1)

June 2013 (current year) 1 134,0 1 066,7

Increase 22% 26%


Statement of Comprehensive Income

R’million 30 June

2013 Reviewed

30 June 2012

Audited

Change %

Revenue 11 718,0 10 204,8 14,8 Operating profit 1 134,0 929,6 22,0 Net finance charges (67,3) (82,1) (18,0)

Profit before taxation 1 066,7 847,5 25,9

Net finance charges (R’million) June 2013

June 2012

Full maintenance leases 13,7 51,6 Other borrowings 143,0 137,8 Finance income (89,4) (107,3) Total net finance charges 67,3 82,1

Notes:

Notes:




R’million 30 June

2013 Reviewed

30 June 2012

Audited

Change %

Revenue 11 718,0 10 204,8 14,8

Operating profit 1 134,0 929,6 22,0

Net finance charges (67,3) (82,1) (18,0)


Income tax expense (250,6) (252,5) (0,8) Profit for the period 816,1 595,0 37,2

Non-controlling interests 179,4 79,3 126,2

Headline earnings 615,5 536,4 14,8

Weighted average shares in issue (‘000) 289 394 299 013 (3,2)

EPS (cents) 220,0 172,4 27,6

HEPS (cents) 212,7 179,4 18,6 Adjusted HEPS (cents) 220,6 180,9 22,0



R’million 30 June

2013 Reviewed

30 June 2012

Audited

Change %

Revenue 11 718,0 10 204,8 14,8

Operating profit 1 134,0 929,6 22,0

Net finance charges (67,3) (82,1) (18,0)


Income tax expense (250,6) (252,5) (0,8) Profit for the period 816,1 595,0 37,2

Non-controlling interests 179,4 79,3 126,2

Headline earnings 615,5 536,4 14,8

Weighted average shares in issue (‘000) 289 394 299 013 (3,2)

EPS (cents) 220,0 172,4 27,6

HEPS (cents) 212,7 179,4 18,6 Adjusted HEPS (cents) 220,6 180,9 22,0

Adjusted HEPS (cents) June 2013

June 2012

HEPS 212,7 179,4 B-BBEE costs after tax 2,3 - Amortisation of intangibles 3,5 - Acquisition costs after tax 2,1 1,5 Adjusted HEPS 220,6 180,9

Notes:

Notes:



Statement of Financial Position

ASSETS (R’million) 30 June

2013 Reviewed

30 June 2012

Audited

Change %

Property, plant and equipment 2 515,1 1 634,3 53,9

PP&E movements (R’million) June 2013 June 2012 Depreciation 208,4 167,1

Acquisitions 612,6 48,9

Net capex 417,9 314,1

- Land and buildings 177,9 32,6

- Plant and equipment 240,0 281,5

Net capex as a % of depreciation 201% 188%




2013 Reviewed

30 June 2012

Audited

Change %


Investment property 64,7 70,8 (8,6)

Full maintenance lease assets 545,2 491,1 11,0

FML movements (R’million) June 2013 June 2012

Depreciation 130,7 249,3

Net capex 141,7 (140,2)

Net capex as a % of depreciation 108% (56%)

Notes:

Notes:





2013 Reviewed

30 June 2012

Audited

Change %




Intangible assets and goodwill 1 980,2 1 602,9 23,5

Investments and other non-current assets 3,8 5,5 (30,6)

Deferred tax assets 314,5 311,1 1,1

Current assets 5 133,4 3 877,7 32,4

Inventories 840,1 650,3 29,2

Trade receivables 1 696,8 1 192,9 42,2

Sundry receivables 695,4 184,7 276,5

Other current assets (incl assets held-for-sale) 28,6 73,4 (61,2)

Cash and cash equivalents 1 872,5 1 776,4 5,4

Total assets 10 556,9 7 993,4 32,1




2013 Reviewed

30 June 2012

Audited

Change %




Intangible assets and goodwill 1 980,2 1 602,9 23,5

Investments and other non-current assets 3,8 5,5 (30,6)

Deferred tax assets 314,5 311,1 1,1

Current assets 5 133,4 3 877,7 32,4

Inventories 840,1 650,3 29,2

Trade receivables 1 696,8 1 192,9 42,2

Sundry receivables 695,4 184,7 276,5

Other current assets (incl assets held-for-sale) 28,6 73,4 (61,2)

Cash and cash equivalents 1 872,5 1 776,4 5,4

Total assets 10 556,9 7 993,4 32,1

Cash including overdrafts 30 June 2013 30 June 2012

- SG Fleet 1 067 900

- Emerald Insurance 155 174

- Cash held as collateral 27 93

Restricted cash 1 249 1 167

- Unrestricted cash 624 609

Cash and cash equivalents 1 873 1 776

Notes:

Notes:




EQUITY AND LIABILITIES (R’million) 30 June

2013 Reviewed

30 June 2012

Audited

Change %

Shareholders’ equity 3 532,4 3 020,1 17,0 Non-controlling interests 751,9 380,5 97,6 Total equity 4 284,3 3 400,6 26,0 Liabilities Fund reserves 346,7 341,7 1,5 Deferred tax liabilities 254,3 146,0 74,2 Full maintenance lease liabilities 146,7 164,2 (10,7) Interest-bearing borrowings 1 884,6 1 183,6 59,2 Non-controlling interest put options and other 209,3 - Nm Insurance-related liabilities 45,5 139,6 (67,4) Other current liabilities 3 385,5 2 617,7 29,3 Total equity and liabilities 10 556,9 7 993,4 32,1 Shares in issue (‘000) 289 415 289 195 0,1

Net asset value per share (cents) 1 220,5 1 044,3 16,9


Net borrowings/(cash)

R’million Interest profile

30 June 2013

Reviewed

30 June 2012

Audited

Change %

Property and other borrowings V 501 339 47,8 Asset-based finance V/P 897 350 156,3 Total SA borrowings (excl FML) 1 398 689 102,9 FML borrowings – South Africa P 78 92 (15,2) Gross SA borrowings 1 476 781 89,0 Australian borrowings F 487 495 (1,6) FML borrowings - Australia / UK H 69 71 (2,8) Total borrowings 2 031 1 347 50,8 Cash resources (1 873) (1 776) 5,5 Net borrowings/(cash) 159 (429)

V = Variable/floating interest rate H = Hedged F = Fixed interest rate P = Passed through

Notes:

Notes:



Net borrowings/(cash)

R’million Interest profile

30 June 2013

Unaudited

30 June 2012

Audited

Change %

Property and other borrowings H/V 501 339 47,8 Asset-based finance V/P 897 350 156,3 Total SA borrowings (excl FML) 1 398 689 102,9 FML borrowings – South Africa P 78 92 (15,2) Gross SA borrowings 1 476 781 89,0 Australian borrowings F 487 495 (1,6) FML borrowings - Australia / UK H 69 71 (2,8) Total borrowings 2 031 1 347 50,8 Cash resources (1 873) (1 776) 5,5 Net borrowings/(cash) 159 (429)

V = Variable/floating interest rate H = Hedged F = Fixed interest rate P = Passed through

R’million

30 June 2013

30 June 2012

Australia (512) (333)

Africa and Mauritius (193) (152)

South Africa 864 56

Net borrowings/(cash) 159 (429)


Debt maturity profile

364.6

185.0 243.3

145.2

537.8

74.8

10.7

301.4

1.1

167.4

-

100.0

200.0

300.0

400.0

500.0

600.0

700.0

800.0

1 Year 2 Years 3 Years 4 Years 5 Years & over

R’m

illio

n

South Africa SG Fleet

439,4

195,7

544,7

146,3

705,2

Notes:

Notes:



Domestic Medium Term Note Programme ● Need to diversify borrowing sources

● Banks under pressure due to Basel III and other banking regulations

● Super Group has a strong balance sheet, timing is right

● Domestic Medium Term Note Programme size = R2 billion

● Numerous options built in, but expect issuances as follows:

Listed and rated

3 to 5 year bullet payments

Floating interest rates

● First issuance planned for October 2013

● S&P national rating pending

● No default clauses linked to the rating

● Maintain gearing below 40% (currently 4%)


Cash flow movement

1 776

1 442

(286) (73)

(349) (259)

(178) (142)

(218) (31) (59) (25)

184 91 1 873

-

500

1 000

1 500

2 000

2 500

3 000

3 500

R’m

illio

n

Investing R828 million for the future

Notes:

Notes:



Other key financial data

30 June 2013

30 June 2012

Return on Equity 19,4% 18,4%

RNOA (after tax) 20,8% 18,9%

Total gearing 3,7% Net cash

Net interest cover 22,2x 16,9x

USD close at 30 June 21,1% R9,88 R8,16

USD average 13,9% R8,84 R7,76

AUD close at 30 June 8,0% R9,03 R8,36

AUD average 13,5% R9,06 R7,98

Prospects and strategy

Notes:

Notes:



Prospects

● Recent economic data indicates slower growth prospects for South Africa for the short

to medium term, exacerbated by

Rising fuel price

Weak Rand

Imminent implementation of SANRAL e-Toll system

● Amplified punitive competitive trading environment set to continue

● Strong pipeline of new business opportunities across the Group being pursued

● Super Group embarking on a Domestic Medium Term Note Programme in order to

diversify its sources of funding, optimise borrowing costs and to facilitate the Group’s:

growth strategy through organic expansion; and

acquisitions


Prospects Supply Chain

● Supply Chain South Africa

Continue to focus on core supply chain expertise

Securing of new distribution contracts will be a core focus area

Super Park expansion of a bespoke SG Convenience warehouse. Operations will transfer to the facility towards the end of September 2013

SG Gateway and Super Group Brands Division to roll-out business plan

● African Logistics

Strategically positioned to benefit from any recovery in sub-Saharan Africa

Various cross-border opportunities being investigated

Streamlined business together with renewed fleet should positively contribute to results

Notes:

Notes:



Prospects Fleet Solutions

● FleetAfrica

Invested in new product innovations to penetrate niche market segments

● SG Fleet

Expect moderately lower revenue growth for the company

Potential change in FBT on novated leases to hamper growth

United Kingdom and New Zealand prospects more positive

Dealerships

Continued single digit growth in new car sales in line with NAAMSA projected growth of approximately 5%

Acquisition of additional dealerships to compliment the existing portfolio


Strategy

Strategy 30 Jun 2013

31 Dec 2012

Replacement of FleetAfrica contract losses

Acquisition of strategic operations

Development of brand management business

Cost containment and improved customer services levels

Delivering strong RNOA

Staff training and development

Issue Domestic Medium Term Notes

Selected African expansion

Priority Accelerate Maintain

Notes:

Notes:


Thank you

Further information available on

www.supergroup.co.za

Notes:

FIN

AN

CIA

L R

ES

ULT

S

Revenue +15%R11,7 billion

OpeRating pROfit +22%R1 134 million

pROfit befORe taXatiOn +26%R1 067 million

OpeRating pROfit maRgin +0,69,7%

adjusted Heps +22%221 cents

Heps +19%213 cents

OpeRating casH flOwR1 442 million

nav peR sHaRe +17%1 221 cents

Highlightsfinancial peRfORmance and

for the year ended 30 June 2013

45%

15%

40%

Supply Chain Fleet SolutionsDealerships

Revenue

45%

15%

40%


Profit before taxation

1 134

930

612Jun 2011

Jun 2012

Jun 2013

R’m

illio

n

34%

57%

9%


Operating profit

11 718

10 205

7 835Jun 2011

Jun 2012

Jun 2013

R’m

illio

n

45%

15%

40%


45%

15%

40%


1 067

847

470Jun 2011

Jun 2012

Jun 2013

R’m

illio

n

35%

54%

11%


Super Group Reviewed Final Results for the year ended 30 June 20132

Introduction

Super Group’s Board of directors is pleased to report an excellent set of results for the year ended 30 June 2013. The Group has achieved a significant increase in earnings notwithstanding the difficult economic and trading environment. The results were positively impacted by the acquisitions made during the financial year as well as organic growth in all three divisions.

The South African Supply Chain business experienced intensified competition, especially in the Fast Moving Consumer Goods (FMCG) market where indicators confirmed that the South African consumer remained under pressure. The transport and logistics industry was also adversely impacted by protracted strike action and labour unrest during the first half of the year and above inflationary labour cost increases.

There was a marked slowdown in Australian commodity exports and the retail consumer market remained subdued as a result of the strong Australian Dollar. However, SG Fleet secured some landmark contracts. FleetAfrica performed ahead of expectations, testament to the resilience and sustainability of the South African operation in a highly competitive trading environment.

NAAMSA new car sales reported for the year to 30 June 2013 grew by 8,8% compared to 20,0% for the comparable year to 30 June 2012.

The Group successfully implemented a Broad-Based Black Economic Empowerment (B-BBEE) Staff Scheme for the South African Operations, retaining its Level 3 B-BBEE rating.

Financial performance

Group revenue increased by 14,8% to R11 718 million (2012: R10 205 million). A significant portion of the growth in revenue (11,5%) was a result of new business generation within the Group’s existing businesses and, with the exception of FleetAfrica, all businesses reported real growth in sales for the year. During the year, the Group acquired a controlling interest in Digistics, a procurement and food distribution business in the Quick Service Restaurant industry, and a 75% interest in Safika Oosthuizens, a logistics services company that provides hauling of dry bulk goods such as coal, chrome and “run of mine minerals” in tipper trucks. Digistics’ and Safika Oosthuizens’ financial results were incorporated into the Group’s results with effect from 1 October 2012 and 1 March 2013, respectively.

Operating profit increased by 22,0% to R1 134 million (2012: R930 million). The Group improved its operating margin to 9,7% (2012: 9,1%). All divisions increased their margins as a result of the continued stringent focus on operational efficiencies and cost controls.

A reduction of 18,0% to R67 million (2012: R82 million) in net finance costs reflects the reduced average Full Maintenance Lease borrowings and lower interest rates compared to the previous year.

Profit before taxation increased by 25,9% to R1 067 million (2012: R847 million), reflecting the benefits of improved operational profitability and lower finance costs.

Earnings per share (EPS) and headline earnings per share (HEPS) for the year under review increased by 27,6% to 220,0 cents (2012: 172,4 cents) and 18,6% to 212,7 cents (2012: 179,4 cents), respectively. The Group has added one extra peer performance measure, Adjusted HEPS. Adjusted HEPS increased by 22,0% to 220,6 cents (2012: 180,9 cents) on the basis that the amortisation of intangible assets arising on business combinations, B-BBEE and acquisition costs amounting to 7,9 cents per share are excluded from HEPS.

Total assets increased by 32,1% to R10 557 million (2012: R7 993 million) mainly as a result of acquisitions, the warehouse expansions at Super Park and an increase in working capital. The Group’s Return on Net Operating Assets (RNOA), after tax, was 20,8% for the year under review compared to the RNOA of 18,9% for the year ended 30 June 2012.

Super Group’s net debt position at 30 June 2013 was R159 million from a net cash position of R429 million at 30 June 2012 mainly as a result of the acquisitions made and the developments at Super Park. Total gearing as at 30 June 2013 was 3,7%.

Net working capital increased as a result of higher inventories and trade receivables, driven by higher revenue and additional working capital from the acquisitions. The focus on management of working capital continued to be a priority and, as a result cash generated from operations, after a working capital outflow of R286 million, was R1 155 million for the year ended 30 June 2013.

Net capital expenditure amounted to R580 million during the year with the main expenditure related to the scheduled replacement of vehicles in Supply Chain and African Logistics, combined with new Dealerships developments and expansions at Super Park.

During the year under review, the company repurchased 3,57 million shares, totalling 1,13% of the issued share capital. The total consideration relating to these repurchases approximated R59 million.

The Group’s Statement of Financial Position remains robust, reflecting a net asset value per share of 1 221 cents at 30 June 2013 (2012: 1 044 cents), up 16,9%.

The condensed consolidated financial statements of Super Group for the year ended 30 June 2013 have been reviewed by the company’s auditor, KPMG Inc. In its review report dated 20 August 2013, which is available for inspection at the company’s registered office, KPMG Inc states that its review was concluded in accordance with the International Standard on Review Engagements 2410, Review of Interim Information Performed by the Independent Auditor of the company, which applies to the review of the consolidated financial information and has expressed an unmodified conclusion on the condensed consolidated financial statements.


Divisional review

Supply ChainYear ended Year ended Year ended

R’000 Change % 30 June 2013 30 June 2012 30 June 2011Revenue 37,8 5 236 529 3 800 056 2 789 469South Africa 39,8 4 723 142 3 379 285 2 429 246African Logistics 22,0 513 387 420 771 360 223

Operating profit 76,7 395 504 223 874 181 497South Africa 80,3 328 164 181 961 164 801African Logistics 60,7 67 340 41 913 16 696

Operating margin (%) 7,6 5,9 6,5South Africa 6,9 5,4 6,8African Logistics 13,1 10,0 4,6

Profit before taxation 87,0 353 150 188 888 155 323South Africa 86,6 300 412 160 980 148 250African Logistics 89,0 52 738 27 908 7 073

Net operating assets 80,9 2 772 984 1 533 142 1 187 121South Africa 100,9 2 323 375 1 156 360 891 000African Logistics 19,3 449 609 376 782 296 121

Supply Chain South Africa delivered a commendable set of results in an environment that continues to be highly competitive and challenging. The increase in revenue, operating profit and profit before taxation for the year ended 30 June 2013 was mainly driven by good sales volume growth across most of the operations within Supply Chain South Africa. The SG Consumer (FMCG and Staple Foods) business secured five meaningful contracts to replace a large FMCG contract that expired in the second half of the financial year. The Freight and Super Rent businesses performed in line with expectations. Sherwood International returned to profitability with the commencement of a number of new business initiatives in Ghana and Zimbabwe. The Micor business reported improved results and margins on the back of new contracts. SG Convenience continued to grow by expanding its national customer base and a number of new product ranges through SG Gateway and the Super Group Brands Division. SG Bulk performed in line with expectations although its business was affected by disruptions at one of its mining customers. Digistics and Safika Oosthuizens both met expectations and their results were included for nine months from 1 October 2012 and four months from 1 March 2013, respectively. Trans Africa Logistics (TAL) was closed effective 1 November 2012 as a direct result of the Zimbabwe freeze on chrome and nickel exports. The closure costs of TAL have been included in the Services segment.

African Logistics reported a strong set of results for the 2013 financial year. These results were achieved on the back of improved north-bound activity as well as additional activity on the Beira-Harare route. As a result, the African Logistics’ fleet is running at between 80% and 90% of its capacity. The Rand weakness towards the latter part of the financial year also positively contributed to the results, reporting a foreign exchange gain of R20,3 million. The vehicle renewal programme was completed in the last quarter of the 2013 financial year and contributed significantly to the improved operational efficiencies and results of the African Logistics’ business.

Fleet SolutionsYear ended Year ended Year ended

R’000 Change % 30 June 2013 30 June 2012 30 June 2011Revenue (17,4) 1 817 448 2 201 380 1 880 896FleetAfrica (60,1) 431 648 1 081 671 1 051 717SG Fleet 23,8 1 385 800 1 119 709 829 179

Operating profit 7,5 618 833 575 810 358 222FleetAfrica (48,6) 125 496 244 213 149 528SG Fleet 48,8 493 337 331 597 208 694

Operating margin (%) 34,0 26,2 19,0FleetAfrica 29,1 22,6 14,2SG Fleet 35,6 29,6 25,2

Profit before taxation 11,4 592 925 532 347 288 375FleetAfrica (46,2) 118 528 220 450 108 548SG Fleet 52,1 474 397 311 897 179 827

Net operating assets 31,2 1 114 304 849 056 1 602 518FleetAfrica 47,0 345 240 234 888 953 038SG Fleet 25,2 769 064 614 168 649 480


FleetAfrica performed above expectations by securing new contracts, the most notable being the fleet outsource contract for the City of Polokwane and the redeployment of former City of Johannesburg assets into other authorities. In addition, a number of key corporate and public sector contracts were secured which will provide a solid foundation in the forthcoming financial year.

SG Fleet again delivered an excellent performance in the face of increasing competition and the economic slowdown experienced across most of Australia’s industries. The results were mainly attributable to SG Fleet securing major contracts across all sectors, including the large long-term fleet maintenance lease contract for the Australian Federal Government. The second-hand car market softened at the beginning of 2013 as a result of record new vehicle sales towards the end of 2012. The residual values have stabilised and are expected to remain at current levels in the next year. The strength of the Australian Dollar against the Rand impacted on the consolidated results of Super Group to an amount of R52,6 million.

Dealerships

Year ended Year ended Year endedR’000 Change % 30 June 2013 30 June 2012 30 June 2011Revenue 22,3 4 637 791 3 790 640 3 161 333Operating profit 39,8 120 610 86 288 63 710Operating margin (%) 2,6 2,3 2,0Profit before taxation 51,5 95 652 63 133 40 879Net operating assets 30,4 480 230 368 383 317 854

Dealerships reported good results, reflecting the inclusion of three new dealerships, two agencies added to existing sites and a solid performance by the Finance and Insurance operations. New vehicle sales increased by 22,4% (16,0% from existing dealerships) over the year, which was well ahead of market growth. Total NAAMSA new vehicle sales for the year to 30 June 2013 were up 8,8%. New vehicle sales growth is slowing from its higher base compared to the comparative year and is beginning to reflect lower consumer spending. Dealerships also reported a 26,6% increase in total used vehicle unit sales, with 17,3% of the increase coming from the existing operations. Dealerships continued to improve its operating margin, with a satisfying overall operating margin of 2,6% (June 2012: 2,3%) for the year under review.

ServicesThe Services segment includes the corporate functions, Emerald Insurance, the Mauritius operations and the closure costs and operating losses of TAL. The comparative results for the year ended 30 June 2012 include the once-off close-out profits on the expiration of the Eastern Cape Provincial Government and City of Johannesburg contracts. The Mauritius operations and Emerald Insurance performed in line with expectations during the current financial year.

Prospects

Recent economic data releases indicate that South Africa might experience slower economic growth for the remainder of 2013, than initially anticipated. Despite an improvement in exports, inflationary pressures and high unemployment rates will continue to hamper growth. The outlook for the Australian economy for the same period is also less buoyant than 2012.

The highly competitive trading environment continues to place pressure on the Group in terms of consumer sales volumes and securing new contracts. Super Group is embarking on a Domestic Medium Term Note Programme to diversify its sources of funding, optimise its borrowing costs and to facilitate the Group’s growth strategy both organically and via acquisitions in its core divisions.

Supply Chain South Africa continues to focus on niche opportunities within the food service, retail and pharmaceutical sectors. An automotive customer of Super Group took occupation of the purpose-built warehouse at Super Park on 1 August 2013. The bespoke warehouse at Super Park for SG Convenience is progressing well and operations will transfer to this facility towards the end of September 2013.

The imminent implementation of SANRAL’s e-Toll system will negatively impact on all areas of the Group’s business and continues to be of concern in relation to distribution costs.

African Logistics is strategically positioned to benefit from any increased activity in sub-Saharan Africa. The lower overheads resulting from the renewed fleet and streamlined operations will continue to positively contribute to results.

FleetAfrica has invested in new product innovations, with the view of penetrating niche market segments. The few major opportunities available to the business generally tend to have long sales cycles and extremely long decision-making processes. FleetAfrica has the capacity and scale to implement and execute on contracts awarded from its pipeline.

SG Fleet is expecting moderately lower revenue growth into the next financial year with the slowdown in the Australian economy. Novated lease volumes are expected to reduce due to tax uncertainties within the existing Labour Government pronouncements. SG Fleet is more optimistic about the prospects for both the United Kingdom and New Zealand operations as they gain traction in their respective markets.

The Labour Government, in anticipation of the Federal election on 7 September 2013, announced that it is considering an amendment to the Fringe Benefit Tax (FBT) on novated leases. The industry is objecting to the proposed change of excluding the Statutory Cost Method from novated lease contracts as it will increase the administrative burden for companies and


employees on these schemes. The uncertainty created will also negatively impact new vehicle sales particularly in the lower cost vehicle categories.

Dealerships are expecting growth in new vehicle sales to reflect NAAMSA growth projections of approximately 5%. New vehicle sales are set to be constrained by consumer spending.

The culture of service excellence in all areas of Super Group’s business and the continued pursuit of new business opportunities remains the Group’s key strategic focus.

In line with Super Group’s stated strategy to utilise cash generated in order to invest in acquisitions or repurchase shares, a decision was taken not to declare a dividend for the year ended 30 June 2013. The Board reassesses this strategy on a regular basis.

The reviewed condensed consolidated results for the year ended 30 June 2013 will be available on the Group’s website after 08:00 on Tuesday, 20 August 2013 and the presentation to the investor community can be viewed on the Group’s website from Wednesday, 21 August 2013 after 08:00. Copies of the full announcement are available on request from Nigel Redford, Company Secretary, [email protected]. The Group’s website is www.supergroup.co.za.

On behalf of the Board

P Vallet P MountfordChairman of the company Chief Executive Officer

19 August 2013

Sandton


Condensed Consolidated Statement of Comprehensive Income

Year ended Year ended30 June 30 June

2013 2012Reviewed Audited

R’000 R’000

Revenue 11 717 972 10 204 811

Trading profit before depreciation and amortisation 1 476 123 1 419 267Depreciation and amortisation (359 254) (459 381)

Trading profit 1 116 869 959 886Capital items 17 147 (30 293)

Operating profit 1 134 016 929 593Net finance charges (67 329) (82 118)

Profit before taxation 1 066 687 847 475Income tax expense (250 570) (252 548)

Profit for the year 816 117 594 927

Profit for the year attributable to:Non-controlling interests 179 433 79 314Equity holders of Super Group 636 684 515 613

816 117 594 927

Other comprehensive incomeEffect of foreign exchange 143 164 158 851Hedge accounting 1 989 332Revaluation of land and buildings 14 445 42 410Other comprehensive income taxation effect (3 780) (6 282)

Other comprehensive income for the year 155 818 195 311

Total comprehensive income for the year 971 935 790 238

Total comprehensive income for the year attributable to:Non-controlling interests 212 718 123 723Equity holders of Super Group 759 217 666 515

971 935 790 238

RECONCILIATION OF HEADLINE EARNINGSProfit attributable to equity holders of Super Group 636 684 515 613Capital items after tax (21 145) 20 744

Impairment of intangible assets 2 892 15 014Impairment of property, plant and equipment and full maintenance lease vehicles 34 462 32 751Impairment of goodwill 3 948 3 243Impairment of investments – 187(Profit)/loss on sale of property, plant and equipment (20 072) 4 123Negative goodwill on business combination (38 377) –Revaluation of investment property – (25 025)Taxation effect of capital items (4 861) (9 549)Non-controlling interest effect of capital items 863 –

Headline profit for the year 615 539 536 357

Earnings per share (cents)Basic 220,0 172,4Diluted 211,7 167,4

Headline earnings per share (cents)Basic 212,7 179,4Diluted 204,7 174,1

RECONCILIATION OF ADJUSTED EARNINGSHeadline profit for the year 615 539 536 357Acquisition costs after tax 5 989 4 582B-BBEE costs after tax 6 787 46Amortisation of intangible arising on business combinations after tax 10 198 –

Adjusted headline profit for the year 638 513 540 985

Adjusted headline earnings per share (cents)Basic 220,6 180,9Diluted 212,3 175,6


Condensed Consolidated Statement of Financial Position

30 June 30 June2013 2012

Reviewed AuditedR’000 R’000

ASSETSNon-current assetsProperty, plant and equipment 2 515 103 1 634 269Investment property 64 716 70 816Full maintenance lease assets 545 247 491 069Intangible assets 241 831 27 077Goodwill 1 738 323 1 575 837Investments and other non-current assets 3 839 5 534Deferred tax assets 314 469 311 060Current assets 5 133 374 3 877 730

Asset held-for-sale 6 100 –Inventories 840 112 650 312Trade receivables 1 696 839 1 192 893Sundry receivables 695 388 184 684Insurance-related assets 22 390 73 411Cash and cash equivalents 1 872 545 1 776 430

Total assets 10 556 902 7 993 392

EQUITY AND LIABILITIESCapital and reservesCapital and reserves attributable to equity holders of Super Group 3 532 396 3 020 123Non-controlling interests 751 917 380 522

Total equity 4 284 313 3 400 645

LiabilitiesFund reserves 346 740 341 681Deferred tax liabilities 254 289 145 982Full maintenance lease liabilities 146 687 164 183

Non-current 41 515 61 514Current 105 172 102 669

Interest-bearing borrowings 1 884 619 1 183 630

Non-current 1 550 438 1 027 956Current 334 181 155 674

Non-controlling interest put options and other financial liability 209 339 –Insurance-related liabilities 45 511 139 559Trade and other payables 2 852 456 1 978 758Income tax payable 119 452 209 800Provisions 413 496 429 154

Total equity and liabilities 10 556 902 7 993 392


Year ended Year ended30 June 30 June


R’000 R’000

Cash flows from operating activitiesOperating cash flow 1 441 778 1 573 024Working capital (outflow)/inflow (286 412) 271 318

Cash generated from operations 1 155 366 1 844 342Finance costs paid (154 143) (189 397)Investment income and interest received 81 501 107 184Income tax paid (349 011) (232 496)Dividend paid to non-controlling interest – (399)

Net cash generated from operating activities 733 713 1 529 234

Cash flows from investing activitiesNet additions to plant and equipment (239 948) (281 482)Net additions to land and buildings (177 924) (32 652)Net (additions)/disposals to full maintenance lease assets (141 747) 140 175Net additions to intangible assets (19 896) (16 414)Acquisition of business (217 619) (82 464)Other investing activities (31 178) (49)

Net cash flow from investing activities (828 312) (272 886)

Cash flows from financing activitiesShare repurchases (59 127) (227 962)Net interest-bearing borrowings raised 183 958 71 990Net full maintenance lease borrowings repaid (25 264) (625 694)

Net cash flow from financing activities 99 567 (781 666)

Net increase in cash and cash equivalents 4 968 474 682Net cash and cash equivalents at beginning of the year 1 776 430 1 210 456Effect of foreign exchange on cash and cash equivalents 91 147 91 292

Cash and cash equivalents at end of the year 1 872 545 1 776 430

Condensed Consolidated Statement of Cash Flow


Condensed Consolidated Statement of Changes in Equity

Share Non-Share Share Other Retained buyback controlling Total

capital premium reserves earnings reserve Total interest equityR’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000

Audited balance at 30 June 2011 327 310 1 893 091 450 406 524 176 (622 206) 2 572 777 258 508 2 831 285Changes in equity for 2012 yearOther comprehensive income – – 150 902 – – 150 902 44 409 195 311Translation adjustment – – 114 442 – – 114 442 44 409 158 851Hedging reserve – – 332 – – 332 – 332Revaluation of land and buildings – – 42 410 – – 42 410 – 42 410Taxation effect of revaluation of land and buildings – – (6 282) – – (6 282) – (6 282)Profit for the year – – – 515 613 – 515 613 79 314 594 927Total comprehensive income for the year – – 150 902 515 613 – 666 515 123 723 790 238Land and buildings depreciation – – (911) 911 – – – –Effect of tax rate change on the revaluation reserve – – (7 537) – – (7 537) – (7 537)Share-based payment reserve movement – – – 16 330 – 16 330 – 16 330Dividends paid – – – – – – (399) (399)Share cancelled (11 976) (145 859) – – – (157 835) – (157 835)Expenses relating to share repurchases – (434) – – – (434) – (434)Share buybacks – – – – (69 693) (69 693) – (69 693)Movement in reserves – – – – – – 713 713Changes in equity as a result of acquisitions, disposals

and transactions with equity partners – – – – – – (2 023) (2 023)

Audited balance at 30 June 2012 315 334 1 746 798 592 860 1 057 030 (691 899) 3 020 123 380 522 3 400 645Changes in equity for 2013 yearOther comprehensive income – – 122 533 – – 122 533 33 285 155 818Translation adjustment – – 110 541 – – 110 541 32 623 143 164Hedging reserve – – 1 327 – – 1 327 662 1 989Revaluation of land and buildings – – 14 445 – – 14 445 – 14 445Taxation effect of revaluation of land and buildings – – (3 780) – – (3 780) – (3 780)Profit for the year – – – 636 684 – 636 684 179 433 816 117Total comprehensive income for the year – – 122 533 636 684 – 759 217 212 718 971 935Transfer from contingency reserve – – (1 064) 1 064 – – – –Land and buildings depreciation – – (99) 99 – – – –Realisation of revaluation reserve through sale of

revalued properties – – (996) 996 – – – –Share-based payment reserve movement – – – 19 310 – 19 310 551 19 861Options exercised – – – (60 601) – (60 601) (230) (60 831)Non-controlling interest put options – – – (207 356) – (207 356) – (207 356)Share buybacks – – – – 1 703 1 703 – 1 703Changes in equity as a result of acquisitions, disposals

and transactions with equity partners – – – – – – 158 356 158 356

Reviewed balance at 30 June 2013 315 334 1 746 798 713 234 1 447 226 (690 196) 3 532 396 751 917 4 284 313


Operating segments

Supply Chain Services andSuper Group Supply Chain South Africa African Logistics Fleet Solutions FleetAfrica SG Fleet Dealerships inter-company eliminations

Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June

2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited

R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000

Revenue 11 717 972 10 204 811 5 236 529 3 800 056 4 723 142 3 379 285 513 387 420 771 1 817 448 2 201 380 431 648 1 081 671 1 385 800 1 119 709 4 637 791 3 790 640 26 204 412 735

South Africa 9 813 987 8 804 579Australia 1 327 726 1 076 329Africa and other 576 259 323 903

Depreciation and amortisation (359 254) (459 381) (199 495) (126 425) (179 281) (115 092) (20 214) (11 333) (138 836) (286 362) (68 851) (190 860) (69 985) (95 502) (9 801) (7 108) (11 122) (39 486)Net operating expenditure – excluding capital items (10 241 849) (8 785 544) (4 653 166) (3 400 449) (4 224 063) (3 044 895) (429 103) (355 554) (1 059 528) (1 334 753) (237 301) (646 598) (822 227) (688 155) (4 507 380) (3 696 874) (21 775) (353 468)

Trading profit 1 116 869 959 886 383 868 273 182 319 798 219 298 64 070 53 884 619 084 580 265 125 496 244 213 493 588 336 052 120 610 86 658 (6 693) 19 781Capital items 17 147 (30 293) 11 636 (49 308) 8 366 (37 337) 3 270 (11 971) (251) (4 455) – – (251) (4 455) – (370) 5 762 23 840

Operating profit 1 134 016 929 593 395 504 223 874 328 164 181 961 67 340 41 913 618 833 575 810 125 496 244 213 493 337 331 597 120 610 86 288 (931) 43 621Share of profit of equity-accounted investee 1 143 107 – – – – – – – – – – – – – – 1 143 107Net finance costs (68 472) (82 225) (42 354) (34 986) (27 752) (20 981) (14 602) (14 005) (25 908) (43 463) (6 968) (23 763) (18 940) (19 700) (24 958) (23 155) 24 748 19 379

Profit before tax 1 066 687 847 475 353 150 188 888 300 412 160 980 52 738 27 908 592 925 532 347 118 528 220 450 474 397 311 897 95 652 63 133 24 960 63 107

ASSETS Non-current assets Property, plant and equipment 2 515 103 1 634 269 1 622 639 941 779 1 311 729 674 185 310 910 267 594 8 747 8 700 276 21 8 471 8 679 208 832 145 454 674 885 538 336Investment property 64 716 70 816 – – – – – – – – – – – – – – 64 716 70 816Full maintenance lease assets 545 247 491 069 – – – – – – 545 247 491 069 380 383 333 065 164 864 158 004 – – – –Intangible assets 241 831 27 077 204 825 4 305 204 825 4 305 – – 28 727 18 798 – – 28 727 18 798 1 118 – 7 161 3 974Goodwill 1 738 323 1 575 837 419 989 350 080 375 098 312 994 44 891 37 086 1 215 684 1 132 107 87 822 87 822 1 127 862 1 044 285 102 650 93 650 – –Investments and other non-current assets 3 839 5 534 – 2 838 – 2 838 – – – – – – – – – – 3 839 2 696Current assets Assets held-for-sale 6 100 – – – – – – – – – – – – – – – 6 100 –Inventories 840 112 650 312 181 207 145 004 156 985 117 529 24 222 27 475 83 707 46 564 28 617 9 182 55 090 37 382 570 398 458 744 4 800 –Insurance-related assets 22 390 73 411 – – – – – – – – – – – – – – 22 390 73 411Trade receivables 1 696 839 1 192 893 1 121 252 711 789 1 021 570 630 423 99 682 81 366 357 284 267 814 103 356 68 480 253 928 199 334 134 636 110 703 83 667 102 587Sundry receivables 695 388 184 684 537 234 62 174 510 660 37 520 26 574 24 654 94 038 70 333 28 538 8 116 65 500 62 217 5 834 6 511 58 282 45 666Intercompany trade receivables – – 11 223 11 375 10 522 5 725 701 5 650 867 4 242 867 519 – 3 723 747 1 188 (12 837) (16 805)

SEGMENT ASSETS 8 369 888 5 905 902 4 098 369 2 229 344 3 591 389 1 785 519 506 980 443 825 2 334 301 2 039 627 629 859 507 205 1 704 442 1 532 422 1 024 215 816 250 913 003 820 681


LIABILITIES Non-current liabilities Long-term borrowings 1 591 953 1 089 470 403 869 271 841 403 869 271 841 – – 500 339 498 276 19 666 52 921 480 673 445 355 – – 687 745 319 353 Non-controlling interest put options and other financial liability 209 339 – 209 339 – 209 339 – – – – – – – – – – – – –Fund reserves 346 740 341 681 – – – – – – 346 740 341 681 76 826 79 681 269 914 262 000 – – – –Current liabilities Short-term borrowings 439 353 258 343 285 614 77 739 285 614 77 739 – – 132 952 160 813 58 191 39 458 74 761 121 355 – – 20 787 19 791Insurance-related liabilities 45 511 139 559 – – – – – – – – – – – – – – 45 511 139 559Trade and other payables and provisions 3 265 952 2 407 912 1 302 196 680 191 1 250 077 618 184 52 119 62 007 868 108 843 027 202 644 188 941 665 464 654 086 903 671 690 421 191 977 194 273Intercompany trade payables – – 23 189 41 869 17 937 36 831 5 252 5 038 5 149 3 695 5 149 3 695 – – 851 555 (29 189) (46 119)

SEGMENT LIABILITIES 5 898 848 4 236 965 2 224 207 1 071 640 2 166 836 1 004 595 57 371 67 045 1 853 288 1 847 492 362 476 364 696 1 490 812 1 482 796 904 522 690 976 916 831 626 857


Net capex 579 514 190 999 212 717 275 930 212 937 203 849 (220) 72 081 158 193 (141 824) 93 005 (201 016) 65 188 59 192 76 888 53 475 131 716 3 418

South Africa 514 546 59 726Australia 65 188 59 192Africa and other (220) 72 081

Net operating assets 5 072 222 3 259 858 2 772 984 1 533 142 2 323 375 1 156 360 449 609 376 782 1 114 304 849 056 345 240 234 888 769 064 614 168 480 230 368 383 704 704 509 277


Supply Chain Services andSuper Group Supply Chain South Africa African Logistics Fleet Solutions FleetAfrica SG Fleet Dealerships inter-company eliminations

Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June 30 June

2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited Reviewed Audited

R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000

Revenue 11 717 972 10 204 811 5 236 529 3 800 056 4 723 142 3 379 285 513 387 420 771 1 817 448 2 201 380 431 648 1 081 671 1 385 800 1 119 709 4 637 791 3 790 640 26 204 412 735


Depreciation and amortisation (359 254) (459 381) (199 495) (126 425) (179 281) (115 092) (20 214) (11 333) (138 836) (286 362) (68 851) (190 860) (69 985) (95 502) (9 801) (7 108) (11 122) (39 486)Net operating expenditure – excluding capital items (10 241 849) (8 785 544) (4 653 166) (3 400 449) (4 224 063) (3 044 895) (429 103) (355 554) (1 059 528) (1 334 753) (237 301) (646 598) (822 227) (688 155) (4 507 380) (3 696 874) (21 775) (353 468)

Trading profit 1 116 869 959 886 383 868 273 182 319 798 219 298 64 070 53 884 619 084 580 265 125 496 244 213 493 588 336 052 120 610 86 658 (6 693) 19 781Capital items 17 147 (30 293) 11 636 (49 308) 8 366 (37 337) 3 270 (11 971) (251) (4 455) – – (251) (4 455) – (370) 5 762 23 840

Operating profit 1 134 016 929 593 395 504 223 874 328 164 181 961 67 340 41 913 618 833 575 810 125 496 244 213 493 337 331 597 120 610 86 288 (931) 43 621Share of profit of equity-accounted investee 1 143 107 – – – – – – – – – – – – – – 1 143 107Net finance costs (68 472) (82 225) (42 354) (34 986) (27 752) (20 981) (14 602) (14 005) (25 908) (43 463) (6 968) (23 763) (18 940) (19 700) (24 958) (23 155) 24 748 19 379

Profit before tax 1 066 687 847 475 353 150 188 888 300 412 160 980 52 738 27 908 592 925 532 347 118 528 220 450 474 397 311 897 95 652 63 133 24 960 63 107

ASSETS Non-current assets Property, plant and equipment 2 515 103 1 634 269 1 622 639 941 779 1 311 729 674 185 310 910 267 594 8 747 8 700 276 21 8 471 8 679 208 832 145 454 674 885 538 336Investment property 64 716 70 816 – – – – – – – – – – – – – – 64 716 70 816Full maintenance lease assets 545 247 491 069 – – – – – – 545 247 491 069 380 383 333 065 164 864 158 004 – – – –Intangible assets 241 831 27 077 204 825 4 305 204 825 4 305 – – 28 727 18 798 – – 28 727 18 798 1 118 – 7 161 3 974Goodwill 1 738 323 1 575 837 419 989 350 080 375 098 312 994 44 891 37 086 1 215 684 1 132 107 87 822 87 822 1 127 862 1 044 285 102 650 93 650 – –Investments and other non-current assets 3 839 5 534 – 2 838 – 2 838 – – – – – – – – – – 3 839 2 696Current assets Assets held-for-sale 6 100 – – – – – – – – – – – – – – – 6 100 –Inventories 840 112 650 312 181 207 145 004 156 985 117 529 24 222 27 475 83 707 46 564 28 617 9 182 55 090 37 382 570 398 458 744 4 800 –Insurance-related assets 22 390 73 411 – – – – – – – – – – – – – – 22 390 73 411Trade receivables 1 696 839 1 192 893 1 121 252 711 789 1 021 570 630 423 99 682 81 366 357 284 267 814 103 356 68 480 253 928 199 334 134 636 110 703 83 667 102 587Sundry receivables 695 388 184 684 537 234 62 174 510 660 37 520 26 574 24 654 94 038 70 333 28 538 8 116 65 500 62 217 5 834 6 511 58 282 45 666Intercompany trade receivables – – 11 223 11 375 10 522 5 725 701 5 650 867 4 242 867 519 – 3 723 747 1 188 (12 837) (16 805)

SEGMENT ASSETS 8 369 888 5 905 902 4 098 369 2 229 344 3 591 389 1 785 519 506 980 443 825 2 334 301 2 039 627 629 859 507 205 1 704 442 1 532 422 1 024 215 816 250 913 003 820 681


LIABILITIES Non-current liabilities Long-term borrowings 1 591 953 1 089 470 403 869 271 841 403 869 271 841 – – 500 339 498 276 19 666 52 921 480 673 445 355 – – 687 745 319 353 Non-controlling interest put options and other financial liability 209 339 – 209 339 – 209 339 – – – – – – – – – – – – –Fund reserves 346 740 341 681 – – – – – – 346 740 341 681 76 826 79 681 269 914 262 000 – – – –Current liabilities Short-term borrowings 439 353 258 343 285 614 77 739 285 614 77 739 – – 132 952 160 813 58 191 39 458 74 761 121 355 – – 20 787 19 791Insurance-related liabilities 45 511 139 559 – – – – – – – – – – – – – – 45 511 139 559Trade and other payables and provisions 3 265 952 2 407 912 1 302 196 680 191 1 250 077 618 184 52 119 62 007 868 108 843 027 202 644 188 941 665 464 654 086 903 671 690 421 191 977 194 273Intercompany trade payables – – 23 189 41 869 17 937 36 831 5 252 5 038 5 149 3 695 5 149 3 695 – – 851 555 (29 189) (46 119)

SEGMENT LIABILITIES 5 898 848 4 236 965 2 224 207 1 071 640 2 166 836 1 004 595 57 371 67 045 1 853 288 1 847 492 362 476 364 696 1 490 812 1 482 796 904 522 690 976 916 831 626 857


Net capex 579 514 190 999 212 717 275 930 212 937 203 849 (220) 72 081 158 193 (141 824) 93 005 (201 016) 65 188 59 192 76 888 53 475 131 716 3 418

South Africa 514 546 59 726Australia 65 188 59 192Africa and other (220) 72 081

Net operating assets 5 072 222 3 259 858 2 772 984 1 533 142 2 323 375 1 156 360 449 609 376 782 1 114 304 849 056 345 240 234 888 769 064 614 168 480 230 368 383 704 704 509 277


Basis of preparation and accounting policies

The Condensed Consolidated Financial Statements for the year ended 30 June 2013 have been prepared in accordance with the framework concepts and measurement and recognition requirements of International Financial Reporting Standards (“IFRS”), in particular the presentation and disclosure requirements of International Accounting Standard (“IAS”) 34 Interim Financial Reporting, the South African Institute of Chartered Accountants’ Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council, the Listings Requirements of the JSE Limited and the Companies Act of South Africa.

The accounting policies used in the preparation of the reviewed final results for the year ended 30 June 2013, are in terms of IFRS and are consistent with those applied in the Audited Financial Statements for the year ended 30 June 2012, except for the accounting policy adopted in respect of non-controlling interest put option liability for the year ended 30 June 2013 and except for the standards and amendments to standards that became effective on 1 January 2012: Amendment to IAS 12 – Deferred Tax: Recovery of Underlying Assets; and those effective on 1 July 2012: Amendment to IAS 1 – Presentation of Financial Statements: Presentation of Items of Other Comprehensive Income. These amendments have been applied for the first time in Super Group’s financial year commencing 1 July 2012. The amendments did not result in any material changes to the accounting policies.

The Condensed Consolidated Financial Statements are presented in Rand, which is Super Group’s presentation currency.

These results have been compiled under the supervision of the Chief Financial Officer, C Brown CA(SA), BCompt (Hons), MBL.

Year ended Year ended 30 June 30 June


R’000 R’000

1. Interest-bearing borrowingsAustralian interest-bearing borrowings 486 604 494 906Asset-based finance 896 840 349 581Property and other borrowings 501 175 339 143

Interest-bearing borrowings 1 884 619 1 183 630

2. Share statisticsTotal issued less treasury shares (’000) 289 415 289 195Weighted number of shares (’000) 289 394 299 013Diluted weighted number of shares (’000) 300 775 308 009Net asset value per share (cents) 1 220,5 1 044,3

3. Capital commitments

Authorised but not yet contracted for capital commitments, excluding full maintenance lease assets 508 585 174 640

Capital commitments will be funded from normal operating cash flows and the utilisation of existing borrowing facilities

4. Related party transactionsThe Group, in the ordinary course of business, entered into various sales and purchase transactions on an arm’s length basis with related parties.

5. Subsequent eventsOther than the matters disclosed, the directors are not aware of any matter or circumstance arising subsequent to the reporting date up to the date of this report, which will affect these results.

Salient Features


6. Business combinations

PurchaseInterest consideration

Subsidiaries and Nature of Operating Date acquired transferredbusinesses acquired business segment acquired (%) R’000

Digistics LogisticsSupply ChainSouth Africa

1 October2012 50,1 120 400

Safika Oosthuizens LogisticsSupply Chain South Africa

1 March2013 75 262 500

Other immaterial acquisitions Dealership Dealerships1 August 2012/1 October 2012 100 26 384

Total purchase consideration transferred 409 284

OtherFair value of assets Safika immaterialacquired and liabilities assumed Total Digistics Oosthuizens acquisitionsat date of acquisition: R’000 R’000 R’000 R’000

AssetsProperty, plant and equipment 612 613 106 989 504 737 887Intangible assets 216 432 72 200 144 232 –Goodwill 36 675 62 104 (38 377) 12 948Inventories 31 108 – 17 378 13 730Trade and other receivables 629 878 433 116 196 762 –Income tax receivable 2 371 – 2 371 –Cash and cash equivalents 191 655 100 486 91 169 –

1 720 732 774 895 918 272 27 565

LiabilitiesDeferred tax liabilities 113 905 18 137 95 768 –Interest-bearing borrowings 474 270 89 513 384 757 –Trade and other payables 549 677 480 828 68 849 –Provisions 14 953 7 657 6 115 1 181Income tax payable 297 297 – –

1 153 102 596 432 555 489 1 181

Acquirees’ carrying amount at acquisition 567 640 178 463 362 793 26 384Less: Non-controlling interests (158 356) (58 063) (100 293) –

Net assets acquired 409 274 120 400 262 490 26 384Purchase consideration transferred – Cash (191 655) (100 486) (91 169) –

Net cash ouflow 217 619 19 914 171 321 26 384

The non-controlling interests have been calculated using the present ownership instruments’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets.

Goodwill has been recognised on the acquisitions of the Digistics and Dealership’s businesses amounting to R62,1 million and R12,9 million, respectively.

The acquisition of the Safika Oosthuizens business has resulted in negative goodwill of R38,4 million which has been recognised in profit or loss for the year. The negative goodwill has been excluded from the calculation of headline earnings.

OtherSafika immaterial

Impact of the acquisitions on the Total Digistics Oosthuizens acquisitionsresults of the Group R’000 R’000 R’000 R’000

From the dates of acquisition, the acquired businesses contributed:Revenue 1 002 954 423 618 412 388 166 948Attributable profit 37 238 12 231 24 973 34


Notes

Super Group Limited(Incorporated in the Republic of South Africa)Registration number 1943/016107/06ISIN: ZAE000161832 Share code: SPG(“Super Group” or “the Group” or “the company”)

directors: Executive: P Mountford (Chief Executive Officer) and C Brown (Chief Financial Officer)Non-Executive: P Vallet (Chairman of the company), N Davies*, J Newbury*, V Chitalu*#, D Rose* and Dr E Banda**Independent #Zambian

Company Secretary:N Redford

registered office:27 Impala Road, Chislehurston, Sandton, 2196

transfer secretaries:Computershare Investor Services Proprietary Limited(Registration number 2004/003647/07)Ground floor, 70 Marshall Street, Johannesburg, 2001(PO Box 61051, Marshalltown, 2107)

Sponsor:Deutsche Securities (SA) Proprietary Limited(Registration number 1995/011798/07)3 Exchange Square, 87 Maude Street, Sandton, 2196

investor relations: Keyter Rech Investor Solutions CC(Registration number 2008/156985/23)5 2nd Road, Hyde Park, 2196

Company Information

www.supergroup.co.za

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