Directors' report for the year ended 30 June 2009

Nature of business

The nature of the business and operations is dealt with here.

Financial performance

The net attributable profit for the year amounted to R1 518 million (2008: R870 million loss). The headline earnings per share for the year was 715 cents (2008: 718 cents).

The results for the year are set out in the income statement here of this report.

Share capital

The authorised and issued share capital is detailed in note 17 to the financial statements here.

The number of shares in issue at 30 June 2009 were as follows:

            
     Repurchased    
    Company  shares  Net 
Ordinary shares   212 129 870  (23 864 456) 188 265 414 
Preferred ordinary shares   14 516 617     14 516 617 
Deferred ordinary shares   16 781 968     16 781 968 
Total issued share capital   243 428 455  (23 864 456) 219 563 999 
The number of non-redeemable, non-participating preference shares
 in issue are:  		 4 540 041     4 540 041 


The preference shares are classified as interest bearing debt in the balance sheet due to the cumulative nature of their dividend rights.

Directors and secretary

The names of the directors and secretary who presently hold office are set on here of this report.

In accordance with the articles of association, Messrs JR McAlpine and A Tugendhaft and Ms P Langeni retire by rotation at the forthcoming annual general meeting but, being eligible, offer themselves for re-election.

The aggregate interest of the directors in the issued ordinary share capital of the company is disclosed here to the financial statements here.

Imperial Holdings Share Appreciation Rights, Deferred Bonus and Conditional Share Plan Schemes

Details of the rights granted in terms of the schemes are set out in note 17 to the financial statements here.

Capital distribution and dividend

Details of the dividend are set out here to the financial statements on here.

Subsidiaries

Details of the company’s principal subsidiaries are reflected in Annexure A to the financial statements here.

The attributable interest of the company in the aggregate income and losses of its subsidiaries after taxation for the year under review was as follows:

         
   2009   2008   
   Rm  Rm 
Income  1 884  2 356 
Losses  722  2 814  

Changes to holdings in material subsidiaries and businesses were as follows:

Acquired by Imperial Holdings Limited  Nature of business  Percentage interest 
U-Drive Car & Van Rental (Pty) Limited  Light commercial vehicle rental  100% 
Gage Car Hire (Pty) Limited  Car hire  50% 
Volition Consulting Services (Pty) Limited  Logistics consulting  50% plus one share 
Express Hauliers (Pty) Limited  Logistics  60% 
Rustgold Transport (Pty) Limited  Logistics  55% 
Key Delta Isando  Vehicle dealership  100% 
Tip Trans Holdings (Pty) Limited  Logistics  60% 
Logistics Transport Services (Pty) Limited  Logistics  70% 
        
Acquired by Imperial Austria GmbH       
Multinaut Donaulogistik Gesellschaft GmbH  Logistics  75% 
Hansmann Logistic GmbH  Vehicle logistics  100% 
Garex Sp.z.o.o.  Logistics  52% 


Disposals

The businesses of Safair (Pty) Limited and shares in Safair Lease Finance (Pty) Limited were sold to an Irish based group, Aergo Limited.

The group’s interests in Tourism Investment Corporation Limited were sold to Primetime Trading 6 (Pty) Limited.

The group’s interest in Carne Express was sold to outside parties.

Special resolutions

The company passed the following special resolutions:

  • Granting to the directors of the company a general authority for the acquisition by the company or any subsidiary, of ordinary shares in the company; and
  • Granting to the directors of the company a specific authority for the acquisition by the company or any subsidiary, of ordinary shares in the company held by share schemes.


None of the other subsidiaries passed any special resolutions, the nature of which might be significant to members in their appreciation of the state of affairs of the group.

Post balance sheet events

The group’s 49,9% interest in Imperial Bank Limited was sold to Nedbank Limited with effect from 1 July 2009. The transaction remains subject to certain conditions precedent.

In terms of the Ukhamba Black Economic Empowerment transaction, 886 269 deferred ordinary shares have converted to ordinary shares with effect from 1 July 2009. These shares will be listed on the Johannesburg Securities Exchange.

Accounting policies

The principal accounting policies of Imperial Holdings Limited and the disclosures made in the annual financial statements conform to International Financial Reporting Standards.

There were no changes to accounting policies during the year under review.