Business combinations
|
Subsidiaries and businesses acquired |
|
Nature of
business |
Operational
segment |
Date
acquired |
Interest
acquired
(%) |
|
Purchase
consideration
transferred
Rm |
|
|
Lehnkering Group |
|
Logistics |
Logistics |
January 2012 |
100 |
|
1 892 |
|
|
Transport Holdings Botswana Group |
|
Transport logistics |
Logistics |
March 2012 |
80 |
|
66 |
|
|
Accordian Investments (Pty) Ltd |
|
Distributor & importer |
Distributorships |
July 2011 |
60 |
|
(11) |
|
|
Watts Truck Centre Limited (Glouchester) |
|
Vehicle sales & services |
Automotive retail |
February 2012 |
100 |
|
26 |
|
|
Bobcat Group |
|
Industrial equipment |
Distributorships |
June 2012 |
67,5 |
|
19 |
|
|
Individual immaterial business combinations |
|
|
|
|
|
|
249 |
|
|
Total purchase consideration transferred |
|
|
|
|
|
|
2 241 |
|
Reason for the acquisitions
We acquired a further 20% interest in Accordian Investments, a previously held associate in which we held 40% resulting in its acquisition as a subsidiary,
to expand our distribution business.
Lehnkering Group, was acquired to expand the International logistics business and to benefit from synergies within the shipping business.
Watts Truck Centre (Glouchester), was acquired to expand our automotive retail business within the United Kingdom.
Bobcat Group, was acquired to expand our distribution business.
We acquired a further 40% interest in Transport Holdings Botswana, a previously held associate in which we held 40% resulting in its acquisition as a
subsidiary, to expand our logistics business within Africa.
|
Fair value of assets acquired
and liabilities assumed at date of
acquisition: |
|
Total
Rm |
Lehnkering
Group
Rm |
Transport
Holdings
Botswana
Group
Rm |
Accordian
Investments
(Pty) Ltd
Rm |
|
Watts Truck
Centre
Limited
(Glouchester)
Rm |
Bobcat
Group
Rm |
Individually
immaterial
acquisitions
Rm |
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
Intangible assets |
|
872 |
857 |
3 |
|
|
|
1 |
11 |
|
|
Investments, loans, associates and joint ventures |
|
55 |
40 |
3 |
|
|
|
|
12 |
|
|
Property, plant and equipment |
|
1 045 |
935 |
11 |
2 |
|
4 |
11 |
82 |
|
|
Transport fleet |
|
467 |
245 |
54 |
|
|
|
|
168 |
|
|
Vehicles for hire |
|
50 |
|
|
|
|
|
47 |
3 |
|
|
Non-current financial assets |
|
16 |
11 |
|
|
|
|
|
5 |
|
|
Deferred tax assets |
|
97 |
91 |
|
|
|
2 |
|
4 |
|
|
Inventories |
|
383 |
98 |
3 |
142 |
|
56 |
70 |
14 |
|
|
Tax in advance |
|
28 |
25 |
|
|
|
|
2 |
1 |
|
|
Trade and other receivables |
|
2 097 |
1 807 |
70 |
57 |
|
38 |
39 |
86 |
|
|
Loans due by group entities |
|
52 |
40 |
|
|
|
|
12 |
|
|
|
Cash resources |
|
312 |
256 |
19 |
|
|
8 |
3 |
26 |
|
|
|
|
5 474 |
4 405 |
163 |
201 |
|
108 |
185 |
412 |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Retirement benefit obligations |
|
342 |
342 |
|
|
|
|
|
|
|
|
Interest-bearing borrowings |
|
1 476 |
1 161 |
32 |
118 |
|
|
35 |
130 |
|
|
Deferred tax liabilities |
|
435 |
395 |
11 |
|
|
|
5 |
24 |
|
|
Non-current financial liabilities |
|
1 |
|
|
|
|
|
|
1 |
|
|
Trade and other payables and provisions |
|
2 492 |
2 055 |
60 |
112 |
|
106 |
87 |
72 |
|
|
Loans due to group entities |
|
142 |
8 |
|
16 |
|
|
39 |
79 |
|
|
Current tax liabilities |
|
44 |
39 |
1 |
|
|
|
|
4 |
|
|
|
|
4 932 |
4 000 |
104 |
246 |
|
106 |
166 |
310 |
|
|
Acquirees carrying amount at acquisition |
|
542 |
405 |
59 |
(45) |
|
2 |
19 |
102 |
|
|
Less: Non-controlling interests |
|
(58) |
|
(28) |
18 |
|
|
(6) |
(42) |
|
|
Net assets acquired |
|
484 |
405 |
31 |
(27) |
|
2 |
13 |
60 |
|
|
Purchase consideration transferred |
|
2 241 |
1 892 |
66 |
(11) |
|
26 |
19 |
249 |
|
|
Cash |
|
2 147 |
1 892 |
52 |
2 |
|
26 |
6 |
169 |
|
|
Contingent consideration |
|
76 |
|
|
|
|
|
13 |
63 |
|
|
Fair value of other assets transferred |
|
5 |
|
|
5 |
|
|
|
|
|
|
Fair value of previously held interest |
|
13 |
|
14 |
(18) |
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess of purchase price over net assets acquired |
|
1 757 |
1 487 |
35 |
16 |
|
24 |
6 |
189 |
|
Trade and other receivables acquired had gross contractual amounts of R2 110 million of which R13 million was doubtful. None of the goodwill is expected
to be deductible for tax purposes. Non-controlling interests have been calculated based on their proportionate share in net assets.
Details of contingent consideration
The contingent consideration requires the group to pay the vendors an additional total amount of R76 million over three years if the entities’ net profit after
tax exceeds certain earnings targets.
Acquisition costs
Acquisition costs amounting to R51 million has been excluded from the purchase consideration and have been recognised as an expense during the year.
|
Impact of the acquisitions on the
results of the Group |
|
Total |
Lehnkering
Group |
Transport
Holdings
Botswana
Group |
Accordian
Investments
(Pty) Ltd |
Watts Truck
Centre
Limited
(Glouchester) |
Bobcat
Group |
Individually
immaterial
acquisitions |
|
|
From the dates of acquisition, the |
|
|
|
|
|
|
|
|
|
|
acquired businesses contributed: |
|
|
|
|
|
|
|
|
|
|
Revenue |
|
4 214 |
2 993 |
121 |
464 |
119 |
|
517 |
|
|
Attributable profit |
|
111 |
96 |
3 |
|
1 |
|
11 |
|
|
Had all the acquisitions been consolidated from 1 July 2011 the income statement would have included: |
|
|
|
|
|
|
|
|
|
|
Revenue |
|
7 817 |
5 867 |
313 |
464 |
317 |
223 |
633 |
|
|
Attributable profit |
|
214 |
180 |
13 |
|
3 |
4 |
14 |
|
|