|
The Group holds the following investments in and loans to associates and joint ventures:
|
| Cost and share of reserves |
Loans |
Investments and loans |
|
| |
| |
|
| |
|
| |
| Other associates |
53 536 |
| 41 258 |
4 067 |
| — |
57 603 |
| 41 258 |
| Other joint ventures |
22 611 |
| 14 344 |
44 536 |
| 22 763 |
67 147 |
| 37 107 |
|
| 76 147 |
| 55 602 |
48 603 |
| 22 763 |
124 750 |
| 78 365 |
| Disclosed as: |
|
|
|
|
|
|
|
|
|
| – Non-current assets |
76 147 |
| 55 602 |
22 745 |
| 7 394 |
98 892 |
| 62 996 |
| – Current assets |
— |
| — |
25 858 |
| 15 369 |
25 858 |
| 15 369 |
Loans to associates and joint ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total loans |
Current |
Non-current |
|
| |
|
|
| |
|
| |
|
| |
| I Talk Holdings Proprietary Limited |
40.50% |
Linked to prime |
18 678 |
| 1 934 |
— |
| 1 934 |
18 678 |
| — |
| I Talk Financial Services Proprietary Limited |
30.38% |
0% |
7 259 |
| 7 394 |
7 259 |
| — |
— |
| 7 394 |
| T3 Telecoms SA Proprietary Limited |
50% |
0% |
14 544 |
| 13 435 |
14 544 |
| 13 435 |
— |
| — |
| Wozza Airtime Proprietary Limited |
50% |
Prime + 2% |
4 055 |
| — |
4 055 |
| — |
— |
| — |
| Blu Train Proprietary Limited2 |
64.68% |
Linked
to prime |
4 067 |
| — |
— |
| — |
4 067 |
| — |
|
|
|
| 48 603 |
| 22 763 |
25 858 |
| 15 369 |
22 745 |
| 7 394 |
| 1 |
T3 Telecoms SA Proprietary Limited has been reclassified as a joint venture. The prior year figures have been restated for this. There is no further impact on the financial statements in this regard. |
| 2 |
The Group does not control Blue Train, as they do not control the Board of Directors. |
The loans as at 31 May 2022 are neither past due nor impaired with a low risk of default. The carrying amount of the loans approximates their fair value.
The loans to I Talk Holdings and Blue Train are repayable on demand. All other loans are payable within 12 months.
|
| Joint venture
| Associate
|
|
| Blue Label
|
|
| Company
|
Mexico S.A. de C.V.
| Cell C Limited
|
| Principal activity
| Distributor of terminals
to vend e-tokens of value
| Network provider
|
| Country of incorporation
| Mexico |
South Africa |
|
| |
| |
|
| |
| Cost and share of reserves at the beginning of the year |
— |
| 138 234 |
— |
| — |
| Acquisition of associates and joint ventures |
— |
| — |
— |
| — |
| Share of (losses)/profits from associates and joint ventures |
— |
| (6 554) |
— |
| — |
| Share of results after tax |
— |
| (6 554) |
— |
| — |
| Amortisation of intangible assets |
— |
| — |
— |
| — |
| Deferred tax on intangible assets amortisation |
— |
| — |
— |
| — |
| Foreign currency translation reserve |
— |
| (6 191) |
— |
| — |
| Dividends received |
— |
| — |
— |
| — |
| Diluted |
— |
| — |
— |
| — |
| Disposed of |
— |
| (125 489) |
— |
| — |
| Cost and share of reserves at the end of the year |
— |
| — |
— |
| — |
| Loans to associates and joint ventures |
|
|
|
|
|
|
| Loans at the beginning of the year |
— |
| — |
— |
| — |
| Loans granted to associates and joint ventures |
— |
| — |
— |
| — |
| Loans repaid by associates and joint ventures |
— |
| — |
— |
| — |
| Expected credit loss |
— |
| — |
— |
| — |
| Loans at the end of the year |
— |
| — |
— |
| — |
| Closing net book value |
— |
| — |
— |
| — |
| Share of (losses)/profits from associates and joint ventures |
— |
| (6 554) |
— |
| — |
| 1 |
T3 Telecoms SA Proprietary Limited has been reclassified as a joint venture. The prior year figures have been restated for this. There is no further impact on the financial statements in this regard. |
| * |
The Group also has interests in a number of individually immaterial associates and joint ventures that are accounted for using the equity method which are aggregated under "Other associates" and "Other joint ventures". |
|
| Other associates*
| Other joint ventures*
| Total
|
|
|
|
|
|
|
|
|
|
|
|
| Company
|
|
|
|
|
|
|
|
|
|
| Principal activity
|
|
|
|
|
|
|
|
|
|
| Country of incorporation
| |
| |
|
| |
|
| |
|
| |
| |
|
| |
|
| |
| Cost and share of reserves at the beginning of the year |
41 258 |
| 34 103 |
14 344 |
| 25 118 |
55 602 |
| 197 455 |
| Acquisition of associates and joint ventures |
17 682 |
| 5 500 |
— |
| — |
17 682 |
| 5 500 |
| Share of (losses)/profits from associates and joint ventures |
(770) |
| 4 289 |
8 812 |
| 5 216 |
8 042 |
| 2 951 |
| Share of results after tax |
325 |
| 5 443 |
8 812 |
| 5 216 |
9 137 |
| 4 105 |
| Amortisation of intangible assets |
(1 521) |
| (1 602) |
— |
| — |
(1 521) |
| (1 602) |
| Deferred tax on intangible assets amortisation |
426 |
| 448 |
— |
| — |
426 |
| 448 |
| Foreign currency translation reserve |
1 251 |
| (2 634) |
— |
| — |
1 251 |
| (8 825) |
| Dividends received |
(5 885) |
| — |
— |
| (14 000) |
(5 885) |
| (14 000) |
| Diluted |
— |
| — |
(545) |
| — |
(545) |
| — |
| Disposed of |
— |
| — |
— |
| (1 990) |
— |
| (127 479) |
| Cost and share of reserves at the end of the year |
53 536 |
| 41 258 |
22 611 |
| 14 344 |
76 147 |
| 55 602 |
| Loans to associates and joint ventures |
|
|
|
|
|
|
|
|
|
| Loans at the beginning of the year |
— |
| — |
22 763 |
| 9 488 |
22 763 |
| 9 488 |
| Loans granted to associates and joint ventures |
4 115 |
| — |
22 450 |
| 52 259 |
26 565 |
| 52 259 |
| Loans repaid by associates and joint ventures |
— |
| — |
(1 805) |
| (39 204) |
(1 805) |
| (39 204) |
| Expected credit loss |
(48) |
| — |
1 128 |
| 220 |
1 080 |
| 220 |
| Loans at the end of the year |
4 067 |
| — |
44 536 |
| 22 763 |
48 603 |
| 22 763 |
| Closing net book value |
57 603 |
| 41 258 |
67 147 |
| 37 107 |
124 750 |
| 78 365 |
| Share of (losses)/profits from associates and joint ventures |
(770) |
| 4 289 |
8 812 |
| 5 216 |
8 042 |
| 2 951 |
|
|
|
|
|
|
| Associate |
| Company |
Cell C Limited |
| Principal activity |
Mobile network |
| Country of incorporation |
South Africa |
| Financial year-end* |
31 December |
|
| |
|
| Statement of financial position |
|
|
|
| Non-current assets |
12 833 049 |
| 13 565 997 |
| Current assets |
5 305 662 |
| 6 228 984 |
|
| 18 138 711 |
| 19 794 981 |
| Total equity |
(8 007 848) |
| (5 559 338) |
| Non-current liabilities |
5 280 021 |
| 5 800 315 |
| Current liabilities |
20 866 538 |
| 19 554 004 |
|
| 18 138 711 |
| 19 794 981 |
| Effective percentage held |
45 |
| 45 |
| Net assets |
(8 007 848) |
| (5 559 338) |
| Company net assets |
(15 307 778) |
| (12 859 268) |
| Carrying value of purchase price allocations net of deferred taxation |
7 299 930 |
| 7 299 930 |
|
|
|
|
|
| Interest in associate and joint ventures |
(3 603 532) |
| (2 501 702) |
| Goodwill |
1 317 776 |
| 1 317 776 |
| Accumulated impairment |
(2 521 152) |
| (2 521 152) |
| Accumulated losses not guaranteed |
4 806 908 |
| 3 705 078 |
| Balance at the end of the year |
— |
| — |
|
|
|
|
|
|
|
|
| Statement of comprehensive income for the year ended |
|
|
|
| Revenue |
13 302 733 |
| 13 954 861 |
| Net (loss)/profit before taxation |
(2 448 510) |
| 2 363 748 |
| Taxation |
— |
| 89 619 |
| Net (loss)/profit after taxation |
(2 448 510) |
| 2 453 367 |
| Other comprehensive (loss)/ income |
— |
| — |
| Losses not guaranteed/(profits not recognised)** |
2 448 510 |
| (2 453 367) |
| Total comprehensive (loss)/income |
— |
| — |
| Effective percentage held |
45 |
| 45 |
| Share of total comprehensive (loss)/income |
— |
| — |
| * |
Where the financial year differs from the Group's year-end of 31 May, special purpose accounts are prepared to coincide with the Group's reporting period. These special purpose accounts are adjusted for the Group's equity-accounted adjustments. |
| ** |
The Group will resume recognising its share of the profits only after its share of the profits equals the share of accumulated losses not recognised. |
Impairment of associates and joint ventures
The following investments were tested for impairment in line with IAS 36, by comparing the recoverable amount against the carrying value of the investments.
The recoverable amount is the higher of fair value less cost of disposal and the value-in-use. The value-in-use calculation applies cash flow projections based on financial budgets approved by the Board of Directors for the forthcoming year and forecasts for up to five years which are based on assumptions of the business, industry and economic growth. Cash flows beyond this period are extrapolated using terminal growth rates, which do not exceed the expected long-term economic growth rate.
Cell C Limited
The key assumptions used for the value-in-use calculations of Cell C Limited are as follows:
|
|
|
|
|
|
|
|
|
|
| 2022 |
| 2021 |
|
| |
|
|
|
| Cell C Limited |
15.6 |
4.0 |
16.3 |
| 19.9 |
4.0 |
18.8 |
A limited scope desktop valuation was performed in order to determine the value-in-use of Cell C based on cash flow projections incorporated in its five-year business plan. Assumptions relating to the business, the industry and economic growth were applied. Cash flows beyond this point were then extrapolated, applying terminal growth rates. The discount rates used are pre-tax and reflect specific risks related to Cell C. The valuation does not take into account the effects of any planned future restructuring or recapitalisation.
The Prepaid Company's equity share of the value as at 31 May 2022 remained at Rnil, however there was a decline in value compared to the prior year attributable to the following:
(a) An increase in interest-bearing borrowings due to unfavourable exchange rate fluctuations and capitalised interest expense.
(b) A decrease in cash flow generation over the forecast period.
(c) A decrease in the assessed loss tax shield value due to delayed utilisation thereof.
The Group's remaining exposure to Cell C is as follows:
|
|
|
|
|
|
| |
|
| Concentration of credit risk: |
|
|
|
| Trade receivables |
2 612 065 |
| 1 677 193 |
| Loss allowance on trade receivables to Cell C |
(26 717) |
| (4 220) |
| Payables due to Cell C: |
|
|
|
| Trade payables |
(851 473) |
| (456 902) |
The Airtime Purchase transaction and the Umbrella Restructure Term Sheet referred to in note 2(e) are non-binding and do not create any unilateral obligation on the Group's behalf. There are no guarantees issued by the Group relating to any obligation of Cell C.
There is indirect exposure to Cell C as a result of the derivative liability. This results from the potential extinguishment of the derivative liability, linked to the solvency and liquidity of Cell C. Refer to note 3.7.
There is indirect exposure to Cell C as a result of the subscription sharing arrangement, refer to note 1.2 and 4.2.
Financial guarantee in respect of Cell C's facility
On 2 August 2018, Cell C procured R1.4 billion of funding from a consortium of financial institutions for a tenure of 12 months, secured by airtime to the value of R1.75 billion. In the event of default, The Prepaid Company would be required to purchase such inventory from the consortium on a piecemeal basis over a specified period that was agreed upon. These purchases would be made in lieu of purchases that would have been made from Cell C within that period.
An extension was concluded on 31 May 2020 with an agreed quantum of airtime purchases required to be made by The Prepaid Company on a monthly basis. This would have resulted in the Cell C facility reducing to nil by 31 March 2021. However, as at 31 May 2021, the above funding had declined to R182 million, as a result of The Prepaid Company purchasing from the security airtime. This outstanding balance was paid by way of The Prepaid Company purchasing approximately R35 million per month from the security airtime, commencing June 2021. The facility has been settled at year-end.
|