notes to the annual financial statements for the year ended 24 June 2012

31. Commitments

  2012
Rm
  2011
Rm
Commitments in respect of capital expenditure approved by directors:      
Contracted for      
Stores to be opened 231.6   520.1
Distribution centre to be opened 11.3  
Stores to be refurbished 46.4   117.9
Purchase of land 26.4  
Purchase of plant and equipment 43.5   17.9
Purchase of new system software 9.1   40.3
Purchase of new computer hardware 8.5   8.5
Purchase of motor vehicles 0.4  
Store relocations 20.4   12.0
Store conversions 72.0  
Minor revamps 2.1   11.6
Other 0.4   9.9
  472.1   738.2
Not contracted for      
Stores to be opened 322.6   225.5
Stores to be refurbished 29.2   57.9
Purchase of plant and equipment 35.3   15.0
Purchase of new system software 4.0  
Purchase of new computer hardware 53.1   58.1
Purchase of motor vehicles 28.7  
Store relocations 54.7   115.8
Store conversions 39.1   45.9
Minor revamps   43.5
Minority buyouts and acquisitions 30.0  
Other 1.6   31.4
  598.3   593.1
  1,070.4   1,331.3

  • Massmart has the right of first refusal on the sale of any shares by the minority shareholders in various CBW stores. Historically Massmart has exercised this right. The amount to be paid in future, should Massmart exercise its rights, totals R259.9 million (2011: R244.2 million).
  • Capital commitments will be funded using current facilities.

32. Operating lease commitments

  2012
Rm
  2011
Rm
Land and buildings      
Year 1 1,329.8   1,082.1
Years 2 to 5 5,104.2   4,595.3
Subsequent to year 5 5,799.3   4,616.0
  12,233.3   10,293.4
Plant and equipment      
Year 1 5.5   5.8
Years 2 to 5 7.4   6.4
  12.9   12.2
Other      
Year 1 9.8   10.8
Years 2 to 5 15.0   17.4
Subsequent to year 5   0.2
  24.8   28.4
  12,271.0   10,334.0

  • Promissory notes that represent commitments under non-cancellable operating leases of R303.9 million (2011: R485.2 million) entered into by Masstores (Pty) Ltd on behalf of certain Makro stores are included in operating lease commitments in land and buildings. These leases terminate in December 2020 and have a discounted present value of R262.8 million (2011: R338.0 million), discounted at 15% (2011: 15%). In accordance with IAS 17 Leases, the rentals paid are amortised over the entire remaining lease period on a straight-line basis.

33. Contingent liabilities

  2012
Rm
  2011
Rm
Contingent liabilities  

  • Other than noted below, there are no current or pending legal or arbitration proceedings, of which the Group is aware, which would have a material effect on the Group's financial position.
  • The Competition Appeal Court issued judgement on 9 March 2012, approving the Walmart/Massmart merger subject to two conditions relating to prior retrenchments and Massmart's voluntary undertaking to create a Supplier Development Fund. Massmart has taken all necessary and reasonable steps to reinstate those employees who were subject to the retrenchment and presented themselves for reinstatement. With respect to the Supplier Development Fund condition, all parties to the litigation have now presented their views and we are now awaiting a final ruling from the court.

34. Related-party transactions

  2012
Rm
  2011
Rm
Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.

Compensation of key management personnel:
     
       
The remuneration of executive directors and other key management (defined as the 17-person Massmart Executive Committee) during the year was as follows:      
Short-term benefits (salaries, benefits and short-term incentives) 56.3   46.6
Retirement benefits 3.0   2.4
Other long-term benefits 5.7   13.8
Gains on exercise of share options 54.1   297.9
  119.1   360.7

  • The remuneration of directors and key executives is determined by the Nomination and Remuneration Committee having regard to the performance of individuals and market trends. There were six additional members on the Executive Committee in the current year. Two were appointed at the end of the previous financial year, and thus were not accounted for in the numbers above in the previous financial year. One was appointed after the current financial year-end, and thus was not accounted for in the numbers above for the current year.
  • The gains on exercise of share options in 2011 arise mainly as a result of the Walmart acquisition in June 2011.

Other related-party transactions:

  • Transactions between the Company and Walmart (its Holding Company) are accounted for in Walmart transaction, integration and related costs in the income statement. These costs comprise professional fees, integration costs, expatriate employment costs, share-based payments, travel, consulting costs and other direct expenses relating to the Walmart transaction, of which certain amounts remain unpaid at the reporting date. The income statement detail is disclosed in note 6.
  • From time to time, in the normal course of business, Massmart and its divisions make use of private aircraft hired from competitively selected charter companies, two of which operate aircraft indirectly beneficially owned by the Group's Chairman, Mark Lamberti.
  • The Group holds cash reserves on behalf of the Lamberti Education Foundation Trust. Further details relating to these cash reserves can be found in note 28.
  • Loans to directors have been disclosed in note 17.
  • The post-retirement medical aid liability, Massmart Pension Fund and Massmart Provident Fund are managed for the benefit of past and current employees of the Group. Further details can be found in note 25 and note 30, respectively.

35. Directors' emoluments

The comments below provide further background and context to the figures disclosed in this note, Directors' emoluments, and Interests of directors in the Company's Share Scheme (note 36).

GM Pattison

Following a third party executive remuneration analysis which assessed positions of similar stature and complexity, the Nomination and Remuneration Committee awarded Grant a 4.3% increase to his salary and allowances for the 2012/13 financial year, from R3.74 million to R3.90 million. Grant did not receive a bonus for this financial year.

During the 2012 financial year Grant converted and sold 149,000 Massmart options, realising a pre-tax gain on exercise of share options of R19.9 million.

Through the Share Scheme, Grant holds 733,021 Massmart shares and options of which 42,202 shares and 158,603 options are held in the Pattison Family Trust, of which Grant is a beneficiary. The average length of time that he has held these is 4.8 years and the average strike price is R77.99 per share. The Pattison Family Trust also directly owns 218,055 Massmart shares.

GRC Hayward

Following a third party executive remuneration analysis which assessed positions of similar stature and complexity, the Nomination and Remuneration Committee awarded Guy an 8.9% increase to his salary and allowances for the 2012/13 financial year, from R2.75 million to R3.00 million. Guy did not receive a bonus for this financial year.

During the 2012 financial year Guy converted and sold 36,750 Massmart options, realising a pre-tax gain on exercise of share options of R5.0 million.

Through the Share Scheme, Guy holds 628,406 Massmart shares and options of which 19,912 shares are held in the Bluett-Hayward Trust, of which Guy is a beneficiary. The average length of time that he has held these is 3.1 years and the average strike price is R103.51 per share. Guy also owns 36,517 Massmart shares directly.

I Zwarenstein

Ilan was appointed to the Board on 7 May 2012. His salary and allowances for the 2012 financial year, as reflected in the table, are representative of his salary and allowances during his time in this role. In his previous position, Ilan received an ad hoc bonus of two months' salary for this financial year and this is reflected in the prescribed officer section of the table.

Ilan did not convert and sell any Massmart options in his capacity as Financial Director.

Through the Share Scheme, Ilan holds 202,659 options. The average length of time that he has held these is 1.2 years and the average strike price is R137.76 per share.

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1. In order to match incentive awards with the performance to which they relate, bonuses above reflect the amounts approved
in respect of each year and not amounts paid in that year.
2. Held in terms of the rules of the Company's share scheme.
3. Appointed 7 May 2012.
4. Resigned 20 August 2012.

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1. In order to match incentive awards with the performance to which they relate, bonuses above reflect the amounts accrued
in respect of each year and not amounts paid in that year.
2. Held in terms of the rules of the Company's share scheme.
* Resigned 20 June 2011.



36. Interests of directors in the Company's share scheme

Details of directors' shares and share options per director:

  Relevant date   Sub-
scription
price
R
  Market
price
R
  Number of
shares/
share
options
  Gain on
sale/
exercise
R'000
  Expiry date
Pattison, GM                      
Balance at the beginning of the previous year             1,562,298        
Shares traded 26 May 2004   29.87   121.93   (35,919)        
Shares traded 23 May 2006   54.13   148.00   (382,500)   35,904    
Shares traded 24 May 2007   94.25   148.00   (28,052)   1,508    
Shares traded 26 May 2008   72.86   148.00   (43,480)   3,264    
Shares traded 27 May 2009   77.56   148.00   (43,929)   3,092    
Options exercised 27 August 2001   10.95   121.93   (50,000)   5,549    
Options exercised 27 August 2001   10.95   148.00   (51,000)   6,990    
Options exercised 1 April 2005   41.91   148.00   (204,000)   21,640    
New shares/options granted                    
Balance at the beginning of the year             723,418   77,947    
Options exercised 27 August 2001   10.95   148.51   (49,000)   6,732    
Options exercised 1 April 2005   41.91   173.89   (100,000)   13,159    
New shares/options granted 1 September 2011   153.84       158,603        
Balance at the end of the year             733,021   19,891    
Comprising: 1 April 2005   41.91       96,000       31 March 2015
  23 May 2006   54.13       367,500       22 May 2016
  24 May 2007   94.25       26,948       23 May 2017
  26 May 2008   72.86       41,768       25 May 2018
  27 May 2009   77.56       42,202       26 May 2019
  1 September 2011   153.84       158,603       31 August 2021
                       
                       
Hayward, GRC                      
Balance at the beginning of the previous year             1,032,898        
Shares traded* 10 March 2000   14.61       (8,643)        
Shares traded* 26 May 2004   29.87       (43,881)        
Shares traded 1 April 2005   41.91   148.00   (102,000)   10,820    
Shares traded 23 May 2006   54.13   148.00   (76,500)   7,180    
Shares traded 24 May 2007   94.25   148.00   (25,445)   1,362    
Shares traded 1 April 2008   66.91   148.00   (20,729)   1,680    
Shares traded 26 May 2008   72.86   148.00   (38,070)   2,860    
Shares traded 27 May 2009   77.56   148.00   (109,753)   7,728    
Options exercised 13 November 2000   12.25   121.93   (100,000)   10,968    
Options exercised 27 August 2001   10.95   121.93   (75,000)   8,324    
Options exercised 27 August 2001   10.95   148.00   (38,250)   5,242    
New shares/options granted                    
Balance at the beginning of the year             394,627   56,164    
Options exercised 27 August 2001   10.95   148.51   (36,750)   5,043    
New shares/options granted 1 September 2011   153.84       120,987        
New shares/options granted 16 May 2012   159.62       149,542        
Balance at the end
of the year
            628,406   5,043    
Comprising: 1 April 2005   41.91       98,000       31 March 2015
  23 May 2006   54.13       73,500       22 May 2016
  24 May 2007   94.25       24,444       23 May 2017
  1 April 2008   66.91       19,912       31 March 2018
  26 May 2008   72.86       36,573       25 May 2018
  27 May 2009   77.56       105,448       26 May 2019
  1 September 2011   153.84       120,987       31 August 2021
  16 May 2012   159.62       149,542       15 May 2022
* These shares were transferred to a private trading account.            
Zwarenstein, I                      
Balance on date appointed as Executive Director             110,983        
New shares/options granted 16 May 2012   159.62       91,676        
Balance at the end
of the year
            202,659        
Comprising: 1 April 2008   66.91       8,226       31 March 2018
  26 May 2008   72.86       24,111       25 May 2018
  27 May 2009   77.56       14,705       26 May 2019
  1 September 2011   153.84       63,941       31 August 2021
  16 May 2012   159.62       91,676       15 May 2022
                       

37. Principal subsidiaries

Details of Massmart's material subsidiary companies are as follows:

Name of company   Number
of shares in issue
000s
  Place of incorporation
and operation
  Ownership
%
  Voting
power
%
  Principal activity   Shares at
book value
Rm
  Indebt-
edness
Rm
2012                            
De La Rey 1001 Building Materials (Pty) Ltd     South Africa   100   100   Selling of building materials   28.4   154.6
Massbuild (Pty) Ltd     South Africa   100   100   Wholesale and retail of DIY products    
Jumbo Cash and Carry
(Pty) Ltd
    South Africa   100   100   Wholesale cash and carry   74.5  
Masscash Holdings (Pty) Ltd     South Africa   100   100   Holding company   1.0  
Massmart International Holdings Ltd     Mauritius   100   100   Holding company     81.4
Massmart Management & Finance Company (Pty) Ltd     South Africa   100   100   Management, investment and finance     (106.8)
Masstores (Pty) Ltd   200   South Africa   100   100   Retailing, warehousing, mass merchandising     (478.0)
                        103.9   (348.8)
2011                            
De La Rey 1001 Building Materials (Pty) Ltd     South Africa   100   100   Selling of building materials   28.4   154.6
Massbuild (Pty) Ltd     South Africa   100   100   Wholesale and retail of DIY products     992.3
Jumbo Cash and Carry
(Pty) Ltd
    South Africa   100   100   Wholesale cash and carry   74.5  
Masscash Holdings (Pty) Ltd     South Africa   100   100   Holding company   1.0  
Massmart International Holdings Ltd     Mauritius   100   100   Holding company     81.5
Massmart Management & Finance Company (Pty) Ltd     South Africa   100   100   Management, investment and finance     34.0
Masstores (Pty) Ltd   200   South Africa   100   100   Retailing, warehousing, mass merchandising     (478.0)
                        103.9   784.4

  • The above details are given in respect of interests in subsidiaries, where material. A full list of subsidiaries is available to shareholders, on request, at the registered office of the Company.

38. Notes to the cash flow statement

    2012
Rm
  2011
Rm
38.1 Cash flow from trading      
Profit before taxation 1,834.1   1,504.1
Adjusted for:      
Depreciation, amortisation and impairment 610.7   486.3
Net loss on disposal of property, plant and equipment 12.6   4.0
Interest income (68.8)   (33.2)
Interest expense 183.9   140.4
Investment income (0.1)   (46.8)
Dividend income (3.8)   (2.1)
Share-based payment expense 66.1   110.7
Unrealised foreign exchange loss (24.0)   3.9
Other non-cash movements (44.4)   (72.6)
Other Walmart non-cash movements 48.3   170.1
Supplier Development Fund   100.0
Share-based payment expense 47.7   70.1
Depreciation 0.6  
    2,614.6   2,264.8
38.2 Working capital movements      
Increase in inventories (1,373.4)   (589.3)
Increase in trade receivables and prepayments (369.4)   (241.9)
Increase in trade payables 1,814.6   207.2
Decrease in provisions (17.9)   (1.4)
    53.9   (625.4)
38.3 Taxation paid      
Normal taxation:      
Amounts owing at the beginning of the year (148.1)   (179.8)
Amounts owing at the end of the year 238.0   148.1
Other (0.8)  
Receiver of Revenue balance acquired on current year acquisitions (0.2)   (1.7)
Taxation charged to the income statement (excluding deferred taxation) (684.5)   (611.7)
    (595.6)   (645.1)
38.4 Investment to maintain operations      
Land and buildings/leasehold improvements (89.9)   (25.6)
Vehicles (35.1)   (27.4)
Fixtures, fittings, plant and equipment (334.6)   (152.5)
Computer hardware (90.5)   (44.0)
Computer software (87.0)   (95.9)
    (637.1)   (345.4)
38.5 Investment to expand operations      
Land and buildings/leasehold improvements (158.9)   (310.4)
Vehicles (26.1)   (21.4)
Fixtures, fittings, plant and equipment (461.5)   (415.1)
Computer hardware (40.2)   (46.0)
Computer software (14.7)   (12.5)
Right of use (9.0)   (37.6)
    (710.4)   (843.0)
38.6 Proceeds on disposal of property, plant and equipment      
Vehicles 3.3   20.5
Fixtures, fittings, plant and equipment 6.2   4.4
Computer equipment and software 0.7   0.3
    10.2   25.2
38.7 Proceeds on disposal of assets classified as held for sale 6.5   15.0
38.8 Investment in subsidiaries      
Fair value of assets and liabilities acquired in subsidiaries:      
Cash and cash equivalents (18.8)   0.7
Inventories (105.0)   (23.6)
Trade and other receivables and prepayments (51.3)   (0.5)
Tangible assets (106.9)   (82.2)
Intangible assets (0.1)  
Taxation 0.2   1.7
Trade payables 158.9   16.8
Provisions 208.6   3.1
Long-term debt 57.2   20.1
Deferred taxation (3.1)   3.1
Goodwill (486.4)   (185.0)
Minorities   75.5
Total purchase price (346.7)   (170.3)
Less: Cash and cash equivalents of subsidiary 18.8   (0.7)
Cash impact of acquisition, net of cash and cash equivalents acquired (327.9)   (171.0)
38.9 Other investing activities including minority interests acquired      
Offshore investment 72.9   (26.4)
Cost of acquiring minority interests (25.8)   (48.3)
Other 3.6   96.0
    50.7   21.3
38.10 Cash and cash equivalents at the end of the year      
Cash on hand and balances with banks 1,305.4   1,549.1
Bank overdrafts (632.6)   (804.7)
Cash and cash equivalents at the end of the year 672.8   744.4

39. Financial instruments

Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balances.

The capital structure of the Group consists of debt, more specifically medium-term interest-bearing debt and equity attributable to equity holders of the parent, comprising share capital, share premium, other reserves and retained profit. (See note 21 and 22.)

The targeted level of gearing is determined after consideration of the following key factors:

  • the needs of the Group to fund current and future capital expenditure to achieve its stated production growth target; and
  • the desire of the Group to maintain its gearing within levels considered to be acceptable taking into account potential business opportunities and the position of the Group in the business cycle.
  • maximum gearing ratio;
  • minimum interest cover; and
  • specified levels of shareholders' equity

The Group's general banking facility can be analysed as follows:

  2012
Rm
  2011
Rm
Available cash reserves 672.8   778.4
General banking facility 3,311.9   2,233.5
  3,984.7   3,011.9

Significant accounting policies
Details of significant accounting policies, including the recognition criteria, the basis for measurement and the basis on which income and expenses are recognised, in respect of each category of financial asset, financial liability and equity instrument, are disclosed under the notes in accounting policies (in note 1).

Categories of financial instruments
Fair values of financial instruments

All financial instruments have been classified according to the relevant IAS 39 Financial Instruments: Recognition
and Measurement category. There is no difference between their fair value and carrying value and they are accounted for as follows:

Financial assets
Fair value through profit or loss (FVTPL)

These are held at fair value and any adjustments are taken to the income statement. Listed investments are carried
at market value by reference to stock exchange quoted selling prices.

Loans and receivables
These are held at amortised cost less any impairment losses recognised to reflect irrecoverable amounts.

Held-to-maturity investments
These are held at amortised cost less any impairment losses recognised to reflect irrecoverable amounts.

Available-for-sale investments
These are held at fair value and any adjustment to fair value is taken to other comprehensive income.

Financial liabilities
Fair value through profit or loss (FVTPL)

These are held at fair value and any adjustments are taken to the income statement.

Liability at amortised costs
These are held as non-trading liabilities and are shown at amortised cost.

The cash flows expected from the Group's participation in export partnerships over the next two to five years cannot, in the opinion of the directors, be accurately fair valued and therefore have not been discounted. For fair presentation purposes, it is noted that any fair value impairment in the amounts due to the Group by virtue of its participation in such partnerships would result in a corresponding reduction in the fair value of the related deferred tax liability. Consequently, such fair value impairment would have no impact on either the statement of cash flows or income statement of the Group.

  Total
Rm
  Non-
financial
instrument
Rm
  Financial
instrument
Rm
  FVTPL
Rm
  Liability at
amortised
cost
Rm
  Loans and
receivables
Rm
  Held-to-
maturity
investments
Rm
  Available- for-
sale
financial
assets
Rm
2012                              
Non-current assets                              
Property, plant and equipment 3,520.6   3,520.6            
Goodwill 2,521.4   2,521.4            
Other intangibles 347.1   347.1            
Investments 321.9     321.9   313.1     3.0   0.1   5.7
Bare dominium revaluation 82.0     82.0   82.0        
Investment in offshore trading structure 177.2     177.2   177.2        
Participation in insurance cell-captive on extended warranties 18.8     18.8   18.8        
Participation in insurance cell-captive on premium contributions 35.1     35.1   35.1        
Trencor export partnership 3.0     3.0       3.0    
Other unlisted investments 0.1     0.1         0.1  
Other listed investments 5.7     5.7           5.7
Other financial assets 134.6     134.6       134.6    
Housing and staff loans 0.5     0.5       0.5    
Employee share trust loans 82.4     82.4       82.4    
Finance lease deposit 37.6     37.6       37.6    
Loan to a related party 13.9     13.9       13.9    
Other loans 0.2     0.2       0.2    
Deferred taxation 330.2   330.2            
Current assets                              
Inventories 7,615.6   7,615.6            
Trade, other receivables and prepayments 2,953.9   122.6   2,831.3   20.9     2,810.4    
Trade and other receivables 2,920.0   88.7   2,831.3   20.9     2,810.4    
Prepayments 33.9   33.9            
Taxation 21.0   21.0            
Cash and bank balances 1,305.4     1,305.4       1,305.4    
Non-current assets classified as held for sale 103.2     103.2           103.2
Total assets 19,174.9   14,478.5   4,696.4   334.0     4,253.4   0.1   108.9

  Total
Rm
  Non-
financial
instrument
Rm
  Financial
instrument
Rm
  FVTPL
Rm
  Liability at
amortised
cost
Rm
  Loans and
receivables
Rm
  Held-to-
maturity
investments
Rm
  Available-
for-
sale
financial
assets
Rm
2012                              
Non-current liabilities                              
Non-current liabilities –interest-bearing 852.7     852.7     852.7      
Medium-term bank loans 777.2     777.2     777.2      
Capitalised finance lease 75.5     75.5     75.5      
Non-current liabilities –interest-free 345.8   342.8   3.0     3.0      
Minority shareholders' loans 3.0     3.0     3.0      
Operating lease liability 342.8   342.8            
Non-current provisions 259.0   105.9   153.1     153.1      
Deferred taxation 28.5   28.5            
Current liabilities                              
Trade and other payables 11,302.0   652.8   10,649.2   4.0   10,645.2      
Trade payables 8,908.8     8,908.8     8,908.8      
Operating lease liability 62.1   62.1            
Sundry payables and other accruals 2,331.1   590.7   1,740.4   4.0   1,736.4      
Provisions 139.7   9.0   130.7     130.7      
Taxation 259.0   259.0            
Other current liabilities 648.9     648.9     648.9      
Medium-term payable 110.2     110.2     110.2      
Medium-term bank loans 503.8     503.8     503.8      
Capitalised finance lease 34.9     34.9     34.9      
Bank overdrafts 632.6     632.6     632.6      
Non-current liabilities classified as held for sale 141.9     141.9     141.9      
Total liabilities 14,610.1   1,398.0   13,212.1   4.0   13,208.1      
2011                              
Non-current assets                              
Property, plant and equipment 2,717.8   2,717.8            
Goodwill 2,049.4   2,049.4            
Other intangibles 309.0   309.0            
Investments 367.6     367.6   360.0     3.6   0.1   3.9
Bare dominium revaluation 70.6     70.6   70.6        
Investment in offshore trading structure 250.0     250.0   250.0        
Participation in insurance cell-captive on extended warranties 5.8     5.8   5.8        
Participation in insurance cell-captive on premium contributions 25.7     25.7   25.7        
Trencor export partnership 3.6     3.6       3.6    
Other unlisted investments 8.0     8.0   7.9       0.1  
Other listed investments 3.9     3.9           3.9
Other financial assets 137.9     137.9       137.9    
Housing and staff loans 0.7     0.7       0.7    
Employee share trust loans 91.8     91.8       91.8    
Finance lease deposit 45.3     45.3       45.3    
Other loans 0.1     0.1       0.1    
Deferred taxation 265.0   265.0            
Current assets                              
Inventories 6,199.7   6,199.7            
Trade, other receivables and prepayments 2,562.7   47.5   2,515.2       2,515.2    
Trade and other receivables 2,515.2     2,515.2       2,515.2    
Prepayments 47.5   47.5            
Taxation 22.5   22.5            
Cash and bank balances 1,549.1     1,549.1       1,549.1    
Restricted cash held on behalf of Massmart Employee Share Trusts' beneficiaries* 1,093.6     1,093.6       1,093.6    
Total assets 17,274.3   11,610.9   5,663.4   360.0     5,299.4   0.1   3.9
* These amounts represent the net cash proceeds held in the three Massmart Employee Share Trusts, and the corresponding liability to the beneficiaries, as a result of the Walmart transaction. The cash was distributed to beneficiaries shortly after 26 June 2011. The Massmart Employee Share Trusts are consolidated with the Group results. In the statement of cash flows, the two amounts have been contra'd in the cash inflow from financing activities.

  Total
Rm
  Non-
financial
instrument
Rm
  Financial
instrument
Rm
  FVTPL
Rm
  Liability at
amortised
cost
Rm
  Loans and
receivables
Rm
  Held-to-
maturity
investments
Rm
  Available-
for-
sale
financial
assets
Rm
2011                              
Non-current liabilities                              
Non-current liabilities –interest-bearing 598.7     598.7     598.7      
Medium-term bank loans 540.2     540.2     540.2      
Capitalised finance lease 58.5     58.5     58.5      
Non-current liabilities –interest-free 417.3   414.3   3.0     3.0      
Minority shareholders' loans 3.0     3.0     3.0      
Operating lease liability 414.3   414.3            
Non-current provisions 167.0   167.0            
Deferred taxation 22.2   22.2            
Current liabilities                              
Trade and other payables 9,381.8   (0.3)   9,382.1   3.7   9,378.4      
Trade payables 7,553.9     7,553.9     7,553.9      
Operating lease liability (21.8)   (21.8)            
Income received in advance 21.5   21.5            
Sundry payables and other accruals 1,828.2     1,828.2   3.7   1,824.5      
Massmart Employee Share Trusts' beneficiaries liability* 1,093.6     1,093.6     1,093.6      
Provisions 26.8   26.8            
Taxation 170.6   170.6            
Other current liabilities 409.9     409.9     409.9      
Medium-term payable 92.7     92.7     92.7      
Medium-term bank loans 294.9     294.9     294.9      
Capitalised finance lease 22.3     22.3     22.3      
Bank overdrafts 804.7     804.7     804.7      
Total liabilities 13,092.6   800.6   12,292.0   3.7   12,288.3      
* These amounts represent the net cash proceeds held in the three Massmart Employee Share Trusts, and the corresponding liability to the beneficiaries, as a result of the Walmart transaction. The cash was distributed to beneficiaries shortly after 26 June 2011. The Massmart Employee Share Trusts are consolidated with the Group results. In the statement of cash flows, the two amounts have been contra'd in the cash inflow from financing activities.

Financial risk management
The Group does not trade in financial instruments but, in the ordinary course of business operations, the Group is exposed to a variety of financial risks arising from the use of financial instruments. These risks include:

  • market risk (comprising interest rate risk, currency risk and other price risk);
  • liquidity risk; and
  • credit risk.

The Group has developed a comprehensive risk management process to facilitate, control and monitor these risks. This process includes formal documentation of policies, including limits, controls and reporting structures. The Executive Committee is responsible for risk management activities within the Group.

Market risk management
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The market risks to which the Group is primarily exposed include currency risk, interest rate risk, and other price risk. Market risk is managed by identifying and quantifying risks on the basis of current and future expectations and ensuring that all trading occurs within defined parameters. This involves the review and implementation of methodologies to reduce risk exposure. The reporting on the state of the risk and risk practices to executive management is part of this process. The processes set up to measure, monitor and mitigate these market risks are described below. There has been no change to the Group's exposure to market risk or the manner in which it manages and measures the risk since the prior period.

Interest rate management
During the year, the position of the Group alternated between having surplus cash and being in a borrowed position. The size of the Group's position, be it either surplus cash or borrowings, exposes it to interest rate risk. The interest-bearing debt funding requirements and the investment of surplus cash funds are managed by Massmart through its own commercial bank facilities.

The carrying amount of the Group's financial assets and liabilities at reporting date that are subject to interest rate risk is as follows:

  Subject to interest
rate movement
  Non-interest
bearing
Rm
   
  Fixed
Rm
  Floating
Rm
    Total
Rm
2012              
Financial assets              
Investments              
Bare dominium revaluation     82.0   82.0
Investment in offshore trading structure     177.2   177.2
Participation in insurance cell-captive on extended warranties     18.8   18.8
Participation in insurance cell-captive on premium contributions     35.1   35.1
Trencor export partnership   3.0     3.0
Other unlisted investments     0.1   0.1
Other listed investments     5.7   5.7
Other financial assets              
Housing and staff loans 0.5       0.5
Employee Share Trust loans     82.4   82.4
Finance lease deposit 37.6       37.6
Loan to a related party     13.9   13.9
Other loans     0.2   0.2
Trade, other receivables and prepayments              
Trade and other receivables     2,831.3   2,831.3
Cash and bank balances   1,305.4     1,305.4
Non-current assets classified as held for sale     103.2   103.2
Total financial assets 38.1   1,308.4   3,349.9   4,696.4
Financial liabilities              
Non-current liabilities – interest-bearing              
Medium-term bank loans 777.2       777.2
Capitalised finance lease 75.5       75.5
Non-current liabilities – interest-free              
Minority shareholders' loans     3.0   3.0
Non-current provisions   58.2   94.9   153.1
Trade and other payables              
Trade payables     8,908.8   8,908.8
Sundry payables and other accruals     1,740.4   1,740.4
Provisions   124.1   6.6   130.7
Other current liabilities              
Medium-term payable   110.2     110.2
Medium-term bank loans 503.8       503.8
Capitalised finance lease 34.9       34.9
Bank overdrafts   632.6     632.6
Non-current liabilities classified as held for sale     141.9   141.9
Total financial liabilities 1,391.4   925.1   10,895.6   13,212.1
2011              
Financial assets              
Investments              
Bare dominium revaluation     70.6   70.6
Investment in offshore trading structure     250.0   250.0
Participation in insurance cell-captive on extended warranties     5.8   5.8
Participation in insurance cell-captive on premium contributions     25.7   25.7
Trencor export partnership   3.6     3.6
Other unlisted investments     8.0   8.0
Other listed investments     3.9   3.9
Other financial assets              
Housing and staff loans 0.7       0.7
Employee share trust loans     91.8   91.8
Finance lease deposit 45.3       45.3
Other loans     0.1   0.1
Trade, other receivables and prepayments              
Trade and other receivables     2,515.2   2,515.2
Cash and bank balances   1,549.1     1,549.1
Restricted cash held on behalf of Massmart Employee Share Trusts’ beneficiaries   1,093.6     1,093.6
Total financial assets 46.0   2,646.3   2,971.1   5,663.4
Financial liabilities              
Non-current liabilities – interest-bearing              
Medium-term bank loans 540.2       540.2
Capitalised finance lease 58.5       58.5
Non-current liabilities – interest-free              
Minority shareholders’ loans     3.0   3.0
Trade and other payables              
Trade payables     7,553.9   7,553.9
Sundry payables and other accruals     1,828.2   1,828.2
Massmart Employee Share Trusts' beneficiaries liability     1,093.6   1,093.6
Other current liabilities              
Medium-term payable 92.7       92.7
Medium-term bank loans 294.9       294.9
Capitalised finance lease 22.3       22.3
Bank overdrafts   804.7     804.7
Total financial liabilities 1,008.6   804.7   10,478.7   12,292.0

Interest rate sensitivity
The Group is sensitive to the movements in the SA prime interest rate. The rates of sensitivity represent management’s assessment of the possible change in interest rates. The average interest rate for the Group for the year was 7.11% (2011: 7.22%), and the variable interest paid was R53.0 million (2011: R59.4 million). If the SA prime interest rate increased and decreased by 50 average basis points (2011: increased and decreased by 50 average basis points) at year-end, the income for the year would have decreased and increased by R3.7 million, respectively (2011: decreased and increased by R4.1 million, respectively).

Currency risk management
All foreign-denominated trading liabilities are covered by forward exchange contracts. Foreign-denominated assets are not covered by forward exchange contracts.

The carrying amount of the Group's foreign currency-denominated monetary assets at reporting date is as follows:

  South African
Rand
Rm
  US Dollar
Rm
  Euro
Rm
  Other
Rm
  Total
Rm
2012                  
Investments 139.5   177.2     5.2   321.9
Trade receivables 2,697.3       134.0   2,831.3
Cash and bank balances 270.3   (11.9)   11.3   403.1   672.8
  3,107.1   165.3   11.3   542.3   3,826.0
2011                  
Investments 117.6   250.0       367.6
Trade receivables 2,409.6   0.4     105.2   2,515.2
Cash and bank balances 1,414.3   104.4   10.2   309.1   1,838.0
  3,941.5   354.8   10.2   414.3   4,720.8

Foreign currency sensitivity
The US Dollar is the primary currency to which the Group is exposed.

In the past, the US Dollar movement against the Rand has been a good proxy for the Group’s exposure to the basket of African currencies. During the 2009 financial year, this relationship broke as the African currencies weakened considerably and can be seen in the graph below. In the 2010 and the 2011 financial years, the relationship was restored. For the current year, the relationship was maintained, except for Malawi, where the Kwacha was devalued by 50% in May 2012. This distorts the graph as illustrated below which indicates that the African basket weakened against the Rand:

This graph shows the annual change of closing spot rates at each financial year-end.

The table below indicates the Group's sensitivity at year-end to movements in the relevant foreign currencies on financial instruments, excluding forward exchange contracts. The rates of sensitivity are the rates used when reporting the currency risk to the Executive Committee of the Group and represents management’s assessment of the possible change in reporting foreign currency exchange rates.

Currency Spot rate
June 2012
  Spot rate
June 2011
  Rm
5% increase
  Rm
5% decrease
US Dollar 8.4049   6.9508   0.4   (0.4)
Pound Sterling 13.1009   11.0958    
Euro 10.5201   9.8651   0.1   (0.1)
Botswana Pula 1.0854   1.0680   0.4   (0.4)
Ghanaian New Cedi 4.3563   4.6419   0.5   (0.5)
Malawian Kwacha 0.0311   0.0469   8.5   (8.5)
Mauritian Rupee 0.2730   0.2524   0.1   (0.1)
Mozambican New Metical 0.3037   0.2456   0.6   (0.6)
Namibian Dollar 1.0000   1.0000    
Nigerian Naira 0.0517   0.0449   0.7   (0.7)
Tanzanian Shilling 0.0053   0.0044   0.9   (0.9)
Ugandan Shilling 0.0034   0.0028   1.1   (1.1)
Zambian Kwacha 0.0016   0.0015   0.4   (0.4)

For each 5% increase, profit is increased and the financial asset is increased, for each 5% decrease, profit is decreased and the financial asset is decreased.

Forward foreign exchange contracts
Forward exchange contracts are entered into to manage exposure to fluctuations in foreign currency exchange rates on specific trading transactions. The Group's policy is to enter into forward contracts for all committed foreign currency purchases.

Forward foreign exchange contracts have been accounted for according to IAS 39 Financial Instruments: Recognition and Measurement. Fair value has been determined using money market derivative rates at 24 June 2012 (26 June 2011) and the net gain or exposure on the contracts has been reflected in the financial statements.

At year-end, the open forward exchange contracts were as follows:

  Foreign
currency
millions
  Fair value
adjustment
Rm
  Contract
equivalent
Rm
  Average
exchange rate
2012              
US Dollar 75.7   16.8   627.5   8.3
Sterling 0.4   0.1   5.0   13.1
Euro 0.2     2.0   10.7
Swiss Francs     0.4   8.8
Australian Dollar 0.1     0.6   8.1
      16.9   635.5    
2011              
US Dollar 62.8   (3.6)   442.5   7.0
Sterling 0.2     2.5   11.5
Euro 0.1     1.3   10.0
      (3.6)   446.3    

Forward foreign exchange contracts sensitivity
The following table indicates the Group's sensitivity of the outstanding forward exchange contracts at the reporting date to movements in the US Dollar. The US Dollar is the primary currency in which the Group has entered into forward foreign exchange contracts. The rates of sensitivity are the rates used when reporting the currency risk to the Executive Committee of the Group and represents management’s assessment of the possible change in foreign currency exchange rates. The Rand/US Dollar year-end rate was R8.40 (2011: R6.95).

  US Dollar
Rm
5% increase
  Rm
5% decrease
2012      
Profit/(loss) 34.8   (29.6)
Derivative financial assets/(liabilities) 32.2   (32.2)
Equity 2.6   (2.6)
2011      
Profit/(loss) 18.3   (25.6)
Derivative financial assets/(liabilities) 21.9   (21.9)
Equity 0.9   (0.9)

Liquidity risk management
Liquidity risk is the risk that the Group will be unable to meet a financial commitment in any location or currency. This risk is minimised through the holding of cash balances and sufficient available borrowing facilities (refer to note 24). In addition, detailed cash flow forecasts are regularly prepared and reviewed so that the cash needs of the Group are managed according to its requirements.

The following table details the Group's contractual maturity for its non-derivative financial liabilities. The table has been compiled based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to repay the liability. The cash flows include both the principal and interest payments.

  Repayable
within 1 year
Rm
  Repayable
2 – 5 years
Rm
  Repayable
after 5 years
Rm
  Total
Rm
2012              
Financial liabilities              
Non-current and current liabilities – interest-bearing:              
Medium-term payable 110.2       110.2
Medium-term bank loans 593.4   887.4     1,480.8
Capitalised finance lease 41.9   80.7   0.2   122.8
Non-current liabilities – interest-free:              
Minority shareholders’ loans     3.1   3.1
Provisions 130.7   153.1     283.8
Trade and other payables:              
Trade payables 8,908.8       8,908.8
Sundry payables and other accruals 1,740.4       1,740.4
Bank overdrafts 632.6       632.6
Non-current liabilities classified as held for sale 141.9       141.9
Total undiscounted cash flows of the Group’s financial liabilities 12,299.0   1,121.2   3.3   13,424.4
Less: Future finance charges             (212.3)
Total financial liabilities             13,212.1

  Repayable
within 1 year
Rm
 
Repayable
2 – 5 years
Rm
  Repayable
after 5 years
Rm
  Total
Rm
2011              
Financial liabilities              
Non-current and current liabilities – interest-bearing:              
Medium-term payable 92.7       92.7
Medium-term bank loans 361.6   575.3     936.9
Capitalised finance lease 29.5   67.3     96.8
Non-current liabilities – interest-free:              
Minority shareholders’ loans     3.0   3.0
Trade and other payables:              
Trade payables 7,553.9       7,553.9
Sundry payables and other accruals 1,828.2       1,828.2
Massmart Employee Share Trusts’ beneficiaries liability 1,093.6       1,093.6
Bank overdrafts 804.7       804.7
Total undiscounted cash flows of the Group’s financial liabilities 11,764.2   642.6   3.0   12,409.8
Less: Future finance charges             (117.8)
Total financial liabilities             12,292.0

Credit risk management
Potential areas of credit risk include trade and consumer accounts receivable and short-term cash investments. Credit risk arises from the risk that a counterparty may default or not meet its obligations timeously. Trade accounts receivable consist primarily of a large, widespread customer base. Group companies regularly monitor the financial position of their customers. Where considered appropriate, credit guarantee insurance is used. The granting of credit is controlled by application and account limits. Provision is made for both specific and general bad debts, and at the year-end management did not consider there to be any material credit risk exposure that was not already covered by credit guarantee insurance or bad debt provisions. Further details relating to trade and other receivables can be found in note 20.

The carrying amount of the financial assets represents the Group's maximum exposure to credit risk without taking into consideration any collateral provided:

  Maximum credit risk
  2012
Rm
  2011
Rm
Investments:      
Trencor export partnership 3.0   3.6
Trade, other receivables and prepayments:      
Trade and other receivables 2,831.3   2,515.2
Cash and bank balances 1,305.4   2,642.7
  4,139.7   5,161.5

40. Segmental reporting

Primary business segments
The Group is organised into four divisions for operational and management purposes, being Massdiscounters, Masswarehouse, Massbuild and Masscash. Massmart reports its primary business segment information on this basis. The principal offering for each division is as follows:

Massdiscounters – general merchandise discounter and food retailer
Masswarehouse – warehouse club
Massbuild – home improvement retailer and building materials supplier
Masscash – food wholesaler, retailer and buying association

  Total
Rm
  Corporate
Rm
  Mass-
discounters
Rm
  Mass-
warehouse
Rm
  Massbuild
Rm
  Masscash
Rm
2012                      
Sales 61,209.1     14,805.7   15,370.6   8,138.0   22,894.8
Operating profit before interest and taxation 1,949.2   (205.4)   656.2   848.4   397.2   252.9
Trading profit before interest and taxation* 2,265.3     749.8   844.5   389.8   281.2
Net finance (costs)/income (115.1)   (306.6)   63.2   61.8   45.5   21.0
Operating profit before taxation 1,834.1   (512.0)   719.4   910.2   442.7   273.9
Trading profit before taxation* 2,456.8     813.0   906.3   435.3   302.2
Inventory 7,615.6   8.6   2,661.2   1,793.2   1,198.3   1,954.3
Total assets 19,174.9   (2,763.5)   5,912.0   4,838.7   4,298.5   6,889.2
Total liabilities 14,610.1   (6,237.5)   5,775.7   5,032.5   4,131.3   5,908.1
Net capital expenditure** 1,337.3   (106.6)   505.9   318.9   304.9   314.2
Depreciation and amortisation 594.2   16.1   213.2   110.2   119.7   135.0
Impairment losses 16.5           16.5
Non-cash items other than depreciation and impairment 54.7   (34.7)   51.9   22.5   18.3   (3.3)
Cash flow from operating activities 1,122.9   385.7   (136.1)   76.5   209.9   586.9
Cash flow from investing activities (1,608.0)   187.1   (505.9)   (455.8)   (304.9)   (528.5)
Cash flow from financing activities 345.9   (1,070.1)   607.7   245.5   332.9   229.9
 
 
2011                      
Sales 52,950.1     13,332.5   12,722.9   7,271.0   19,623.7
Operating profit before interest and taxation 1,611.3   (543.3)   711.7   726.3   328.9   387.7
Trading profit before interest and taxation* 2,182.9     744.0   749.0   315.1   374.8
Net finance (costs)/income (107.2)   (255.9)   38.0   54.2   39.6   16.9
Operating profit before taxation 1,504.1   (799.2)   749.7   780.5   368.5   404.6
Trading profit before taxation* 2,331.6     782.0   803.2   354.7   391.7
Inventory 6,199.7   1.0   2,283.8   1,239.2   1,062.1   1,613.6
Total assets 17,274.3   (911.3)   5,212.5   3,952.6   3,708.5   5,312.0
Total liabilities 13,092.6   (4,090.2)   5,123.9   4,163.4   3,541.6   4,353.9
Net capital expenditure** 1,148.2   238.7   336.3   188.4   140.8   244.0
Depreciation and amortisation 476.3   14.8   169.2   87.4   108.5   96.4
Impairment losses 10.0           10.0
Non-cash items other than depreciation and impairment 274.4   213.4   33.7   (32.4)   65.5   (5.8)
Cash flow from operating activities 113.5   (41.1)   81.6   (7.3)   (13.0)   93.3
Cash flow from investing activities (1,297.9)   (225.1)   (336.4)   (167.5)   (169.5)   (399.4)
Cash flow from financing activities 615.3   (119.1)   223.4   27.3   350.5   133.2
 

The corporate column includes certain consolidation entries.

All inter-company transactions have been eliminated in the above results.

Additional information can be found in the Operational review.

* Trading profit before taxation is earnings before corporate net interest, asset impairments, BEE transaction IFRS 2 charges, foreign exchange movements, loss on disposal of business, assets classified as held for sale and Walmart-related costs.
** Net capital expenditure is defined as capital expenditure less disposal proceeds.

Secondary geographic segments
The Group's four divisions operate in two principal geographical areas – South Africa and the rest of Africa.

  Total
2012
Rm
  South Africa
2012
Rm
  Rest of Africa
2012
Rm
  Total
2011
Rm
  South Africa
2011
Rm
  Rest of Africa
2011
Rm
Sales 61,209.1   56,456.2   4,752.9   52,950.1   49,044.1   3,906.0
Segment assets 19,174.9   18,036.1   1,138.8   17,274.3   16,492.4   781.9
Net capital expenditure 1,337.3   1,212.1   125.2   1,148.2   1,086.6   61.6

All inter-company transactions have been eliminated in the above results.

41. Value added statement

  2012
June
Rm
  %   2011
June
Rm
  %
Sales, royalties, franchise fees, rentals and management and administration fees (inclusive of VAT) 69,167.1       60,457.4    
Cost of sales (49,957.1)       (43,281.8)    
Interest and investment income 81.8       89.9    
Net costs of services and other operating expenses (4,405.3)       (3,953.8)    
Value added 14,886.5       13,311.7    
Applied as follows:              
To employees as salaries, wages and other benefits 4,456.6   29.9   3,766.3   28.3
To Government as taxation 8,435.4   56.7   8,009.9   60.2
To shareholders as dividends 838.8   5.6   822.5   6.2
To lenders as interest 183.9   1.2   140.4   1.1
Depreciation and amortisation 594.8   4.0   476.3   3.6
Minorities 36.3   0.2   41.7   0.3
Net earnings retained 340.7   2.4   54.6   0.3
Total 14,886.5   100.0   13,311.7   100.0

42. Critical accounting judgements and key sources of estimation uncertainty

Critical judgements in applying the Group's accounting policies

In the process of applying the Group's accounting policies, which are described in note 1, management has not made any critical judgements that have a significant effect on the amounts recognised in the financial statements, apart from those involving estimations discussed below and the Walmart Supplier Development Fund discussed in note 33.

Key sources of estimation uncertainty

  • Property, plant and equipment
    Property, plant and equipment is depreciated over its useful life taking into account, where appropriate, residual values. Assessment of useful lives and residual values are performed annually, taking into account factors such as technological innovation, maintenance programmes, market information and management considerations. In assessing the residual values, the remaining life of the asset, its projected disposal value and future market conditions are taken into account. For more detail on property, plant and equipment, please see note 13.
  • Goodwill impairment
    Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. The carrying amount of goodwill at the reporting date was R2,521.4 million (2011: R2,049.4 million). The impairment recognised in the current and prior year relates to the impairment of certain acquired goodwill in Masscash. Details of the impairment loss calculation are provided in note 14.
  • Inventory provisions
    Inventory provisions include shrinkage, obsolescence and write-downs which take into account historical information related to sales trends and stock counts and represent the expected write-down between the estimated net realisable value and the original cost. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. For more detail on the provisions, please see note 19.
  • Allowance for doubtful debts
    The Group assesses its doubtful debt allowance at each reporting date. Key assumptions applied are the estimated debt recovery rates and the future market conditions that could affect recovery. For more detail on the allowance, please see note 20.
  • Fair value of options granted
    The fair value of options granted in terms of IFRS 2 Share-based Payment is obtained using option pricing models. Assumptions include expected volatility, expected life, risk-free rate and expected dividend yield. By obtaining an external valuation by accredited valuators, management is of the opinion that the risk relating to estimation uncertainty has been mitigated. For more detail on the valuations, please see note 22.
  • Provision for post-retirement medical aid
    Post-retirement healthcare benefits are provided to certain retired employees. Actuarial valuations are performed to assess the financial position of the fund. Assumptions used include the discount rate, healthcare cost inflation, mortality rates, withdrawal rates and membership. By obtaining an external valuation by accredited valuators, management is of the opinion that the risk relating to estimation uncertainty has been mitigated. Details can be found in note 25.
  • Deferred tax assets
    Deferred tax assets are raised to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised. Assessment of future taxable profit is performed at every reporting date, in the form of future cash flows using a suitable growth rate. For more detail on deferred taxation, please see note 18.

43. Events after the reporting date

There are no material post-reporting date events.

44. Shareholder analysis

The following analysis of shareholders was extracted from the shareholders' register as at June 2012:

  Number   %   Number of shares   %
Shareholder spread              
1 – 1,000 shares 5,348   84.1   1,266,527   0.6
1,001 – 10,000 shares 753   11.8   2,237,457   1.0
10,001 – 100,000 shares 183   2.9   5,452,895   2.5
100,001 – 1,000,000 shares 52   0.8   16,136,229   7.5
1,000,001 shares and over 20   0.4   191,031,353   88.4
  6,356   100.0   216,124,461   100.0
Distribution of shareholders              
Walmart subsidiary: Main Street 830 (Pty) Ltd 1     113,859,293   52.7
Unit trusts/mutual fund 96   1.5   47,438,191   21.9
Pension funds 88   1.4   24,516,172   11.3
Other managed funds 45   0.8   10,421,292   4.8
Sovereign wealth 17   0.3   5,539,885   2.6
Private investors 22   0.3   4,162,808   1.9
Custodians 14   0.2   4,021,684   1.9
Charity 6   0.1   1,069,317   0.5
Insurance companies 4   0.1   907,142   0.4
Exchange-traded fund total 2     890,720   0.4
American Depositary Receipts 3     507,811   0.2
Investment trust 3     243,383   0.1
Local authority 1     30,166  
Remainder 6,054   95.3   2,516,597   1.3
  6,356   100.0   216,124,461   100.0
Non-public/public shareholders              
Non-public shareholders:              
Walmart subsidiary: Main Street 830 (Pty) Ltd 1     113,859,293   52.7
Directors and Group Executives of the Company 4   0.1   1,110,467   0.5
Share trusts 1     43,152  
Public shareholders 6,350   99.9   101,111,549   46.8
  6,356   100.0   216,124,461   100.0
Custodians and managers holding 3% or more              
The following custodians and managers held beneficially, directly or indirectly, more than 3% of the Company’s shares:              
  • Aberdeen Asset Management Group
        24,868,287   11.5
  • Public Investment Corporation
        12,403,856   5.7
  • JP Morgan Asset Management
        10,037,877   4.6