Pick n Pay HOLDINGS LIMITED RF AND ITS SUBSIDIARIES

Nature of business

The Company, which is domiciled and incorporated in the Republic of South Africa and listed on the JSE, the recognised securities exchange in South Africa, was formed with the sole purpose of holding a controlling interest in Pick n Pay Stores Limited. The Company will redistribute any dividend received from Pick n Pay Stores Limited, less operating expenses. For the directors’ report of Pick n Pay Stores Limited, refer to here.

Overview of financial results, activities and borrowings

The reviews of financial results, activities and borrowings of the Pick n Pay Stores Limited Group are contained in the Chief Finance Officer’s report of the integrated annual report.

Audit and risk committee

We draw your attention to the audit and risk committee report where we set out the responsibilities of the committee and how it has discharged these responsibilities during the period.

Share value

The directors consider that the ratio of the dividend declared per share for the period of Pick n Pay Holdings Limited RF (PWK) of 57.25 cents, to that of Pick n Pay Stores Limited (PIK), 118.10 cents, determines the relative value of a Pick n Pay Holdings Limited RF share, which, based on these figures, is 48.5% (2014: 48.0%) of a Pick n Pay Stores Limited share.

Dividends declared

The directors have declared a final dividend (dividend 67) of 47.85 cents per share out of income reserves. The dividend is subject to dividend withholding tax at 15%. The last day to trade in order to participate in the dividend (CUM dividend) will be Friday, 5 June 2015. The shares will trade EX dividend from the commencement of business on Monday, 8 June 2015 and the record date will be Friday, 12 June 2015. The dividends will be paid on Monday, 15 June 2015. Refer to here for a detailed analysis.

Investment

The Company’s sole asset is its 52.8% (2014: 53.6%) direct shareholding in its subsidiary, Pick n Pay Stores Limited, and its only source of income is the dividend received from Pick n Pay Stores Limited. After taking into account the Pick n Pay Stores Limited treasury shares held by the Group and FSP shares, the Company’s effective holding in Pick n Pay Stores Limited at period end is 53.8% (2014: 53.8%).

Share capital

The issued ordinary share capital remained unchanged during the period at 527 249 082 shares.

As at period end, the Pick n Pay Employee Share Purchase Trust and a subsidiary company held 9 257 784 (2014: 9 193 760) and 1 848 703 (2014: 1 848 703) shares in the Company, respectively. These shares are held to meet obligations of options granted.

Going concern

These financial statements have been prepared on the going-concern basis.

The Board has performed a formal review of the Company and its subsidiaries’ ability to continue trading as going concerns in the foreseeable future and, based on this review, consider that the presentation of the financial statements on this basis is appropriate.

The Group ensures that it complies with the liquidity and solvency requirements for any dividend payment and provision of financial assistance as per the requirements of the Companies Act, 2008.

Legal proceedings

The Company and its subsidiaries are not involved, and have not in the 2015 financial period been involved, in any legal or arbitration proceedings which may have or have had a material effect on the financial position of the Pick n Pay Group of Companies, nor is the Company aware of any such proceedings that are pending or threatened. Refer to here of the integrated annual report for the legal report of Pick n Pay Stores Limited.

Special resolutions

On 2 June 2014 the Company’s shareholders approved the following special resolutions as tabled in the notice to the annual general meeting:

Directors’ fees for the 2016 financial period

Shareholders approved the directors’ fees.

Provision of financial assistance to related or inter-related companies and others

The shareholders resolved, in terms of the provisions of section 45 of the Companies Act, 2008, that the Company may from time to time provide direct or indirect financial assistance to any related or inter-related company on such terms and conditions as determined by the Board.

General approval to repurchase Company shares

Shareholders resolved that the Company or any of its subsidiaries may acquire issued shares of the Company or its listed subsidiary company, upon such terms and conditions and in such amounts as the directors of the Company may determine from time to time.

Acquisition of such shares is subject to the Memorandum of Incorporation of the Company, the provisions of the Companies Act, 2008, and the Listings Requirements of the JSE, provided further that acquisitions by the Company and its subsidiaries of shares in the Company or its holding company may not, in the aggregate, exceed in any one financial year 5% of the Company’s issued share capital, or its holding company’s issued share capital.

Directors and secretary

In terms of the Company’s Memorandum of Incorporation the directors listed below retire by rotation and they offer themselves for re-election:

Raymond Ackerman
René de Wet

Information pertaining to the directors and the Company Secretary appear here.

Directors’ interest in shares
	2015 %	2014 %
Beneficial	0.9	0.9
Non-beneficial	50.6	50.6
Total	51.5	51.5

The directors’ interest in shares, which includes their FSP allocations where applicable, is their effective direct shareholding in the Company, excluding treasury shares. For further details refer to the remuneration report.