| A. CAPITAL EXPENDITURE |
|
|
|
|
| Incurred |
4 322,0 |
|
2 618,4 |
|
| – Tangible assets |
667,1 |
|
469,6 |
|
| – Intangible assets |
3 654,9 |
|
2 148,8 |
|
| Contracted |
651,8 |
|
171,5 |
|
| – Tangible assets |
525,5 |
|
158,8 |
|
| – Intangible assets |
126,3 |
|
12,7 |
|
| Authorised but not contracted for |
1 242,2 |
|
3 713,6 |
|
| – Tangible assets |
1 052,0 |
|
456,4 |
|
| – Intangible assets |
190,2 |
|
3 257,2 |
|
| B. OPERATING PROFIT HAS BEEN ARRIVED AT AFTER
CHARGING/(CREDITING): |
|
|
|
|
| Depreciation of property, plant and equipment |
294,5 |
|
252,7 |
|
| Amortisation of intangible assets |
255,7 |
|
212,3 |
|
| Net impairment of property, plant and equipment |
9,6 |
|
32,3 |
|
| Net impairment of intangible assets |
59,6 |
|
112,7 |
|
| Impairment of goodwill |
— |
|
43,6 |
|
| Share-based payment expenses – employees |
31,2 |
|
31,5 |
|
| Transaction costs |
37,3 |
|
— |
|
| Restructuring costs |
151,8 |
|
73,5 |
|
| Insurance compensation |
— |
|
(63,0) |
|
| Settlement of product litigation |
43,0 |
|
— |
|
| C. INVESTMENT INCOME |
|
|
|
|
| Interest received |
298,8 |
|
275,4 |
|
| D. FINANCING COSTS |
|
|
|
|
| Interest paid |
(842,3) |
|
(754,7) |
|
| Capital raising fees |
(51,9) |
|
(26,8) |
|
| – Transactions |
(49,5) |
|
(26,8) |
|
| – Trading |
(2,4) |
|
— |
|
| Net foreign exchange (losses)/gains |
(34,3) |
|
2,5 |
|
| Fair value gains on financial instruments |
77,5 |
|
24,0 |
|
| Notional interest on financial instruments |
(1,7) |
|
2,1 |
|
| Preference share dividends paid |
— |
|
(23,1) |
|
| |
(852,7) |
|
(776,0) |
|
| E. PROFIT AFTER TAX FOR THE YEAR FROM DISCONTINUED OPERATIONS |
|
|
|
|
| Profit after tax for the year from discontinued operations |
— |
|
1,7 |
|
| Profit on the sale of the Campos facility and related products in Brazil |
— |
|
121,9 |
|
| Profit on the sale of the personal care products in South Africa |
— |
|
35,6 |
|
| |
— |
|
159,2 |
|
| F. CURRENCY TRANSLATION MOVEMENTS |
|
|
|
|
| Currency translation movements on the translation of the offshore b usinesses is
as a result of the difference between the weighted average exchange rate used
for trading results and the closing exchange rate applied in the statement of
financial position. For the year the weaker closing Rand translation rate
significantly increased the Group net asset value. |
|
|
|
|
| G. GOODWILL MOVEMENT |
|
|
|
|
| Opening balance |
5 343,9 |
|
4 626,6 |
|
| Acquisition of subsidiaries |
176,5 |
|
104,3 |
|
| Impairment of goodwill |
— |
|
(43,6) |
|
| Translation of foreign operations |
452,8 |
|
656,6 |
|
| |
5 973,2 |
|
5 343,9 |
|
| H. INTANGIBLE ASSETS MOVEMENT |
|
|
|
|
| Opening balance |
11 869,8 |
|
8 916,7 |
|
| Additions |
3 654,9 |
|
2 148,8 |
|
| – GSK pharmaceutical products* |
2 196,6 |
|
— |
|
| – Novartis pharmaceutical products# |
459,5 |
|
— |
|
| – GSK OTC products^ |
586,1 |
|
1 589,2 |
|
| – Other |
412,7 |
|
559,6 |
|
| Disposals |
(0,5) |
|
(2,8) |
|
| Amortisation |
(255,7) |
|
(212,3) |
|
| Acquisition of subsidiaries |
1 246,1 |
|
4,2 |
|
| Software projects implemented |
14,0 |
|
22,2 |
|
| Impairment |
(94,5) |
|
(112,7) |
|
| Impairment losses reversed |
34,9 |
|
— |
|
| Hyperinflationary adjustment – Venezuela |
0,8 |
|
0,4 |
|
| Translation of foreign operations |
2 463,2 |
|
1 105,3 |
|
| |
18 933,0 |
|
11 869,8 |
|
| * |
The transaction relating to the acquisition of a portfolio of 25 established pharmaceutical products from GSK for the Australian market
became effective on 1 December 2012. |
| # |
A selected territory agreement with Novartis Pharma AG for the acquisition of two pharmaceutical products, Enablex and Tofranil,
became effective on 1 August 2012. |
| ^ |
A multi-territory agreement was concluded with GSK in April 2012 for the acquisition of a portfolio of established OTC products in
selected territories including South Africa, Australia and Brazil. The leading products include recognised household brands such as
Phillips Milk of Magnesia, Dequadin, Solpadeine, Cartia, Zantac and Borstol. The deal was effective 1 May 2012 except for certain
markets which required competition authority approval: South Africa, Swaziland, Namibia, Kenya, Tanzania and the product, Zantac, in
Australia. Competition authority approval was granted in Australia, South Africa and Swaziland during July and August 2012. Namibia,
Kenya and Tanzania received competition authority approval in September 2012, October 2012 and February 2013 respectively. |
|
| I. CONTINGENT LIABILITIES |
|
|
|
|
| There are contingent liabilities in respect of: |
|
|
|
|
| Additional payments in respect of the Quit worldwide intellectual property rights |
— |
|
8,1 |
|
| Contingency relating to product litigation |
25,9 |
|
21,3 |
|
| Contingencies arising from labour cases |
4,3 |
|
4,2 |
|
| Import duty contingency |
10,4 |
|
10,8 |
|
| Other contingent liabilities |
2,0 |
|
3,3 |
|
| J. TAX CONTINGENCY |
|
|
|
|
Following an audit, the South African Revenue Services (SARS) has issued tax
assessments on various South African companies relating to prior years. Aspen
has objected to these assessments and has filed a review application to have
the assessments set aside. Aspen is confident that it will succeed in this dispute
based on the outcome of recent court cases dealing with similar matters. Due to
the uncertainties inherent in the process, the timing of the resolution of the
dispute and the outcome thereof cannot be determined. |
|
|
|
|
| K. GUARANTEES TO FINANCIAL INSTITUTIONS |
|
|
|
|
| Material guarantees given by Group companies for indebtedness of subsidiaries
to financial institutions |
5 600,6 |
|
5 003,0 |
|
L. ACQUISITION OF SUBSIDIARIES AND BUSINESSES
2013 |
|
|
|
|
| Aspen Global Incorporated and Aspen Asia Pacific (Pty) Ltd concluded agreements with Nestlé on 29 April 2013 in
respect of the acquisition of certain rights to intellectual property licenses and 100% of the shares in the infant
nutritionals business previously conducted by Pfizer which distributes a portfolio of infant nutritional products in
Australia |
|
| |
|
|
Total
R‘million |
|
| Fair value of assets and liabilities acquired in subsidiary |
|
|
|
|
| Property, plant and equipment |
|
|
1,7 |
|
| Intangible assets |
|
|
1 246,1 |
|
| Deferred tax |
|
|
9,9 |
|
| Inventories |
|
|
74,2 |
|
| Trade and other receivables |
|
|
294,5 |
|
| Trade and other payables |
|
|
(274,3) |
|
| Fair value of net assets acquired |
|
|
1 352,1 |
|
| Goodwill acquired |
|
|
176,5 |
|
| Purchase consideration |
|
|
1 528,6 |
|
| Deferred receivable |
|
|
50,0 |
|
| Cash outflow on acquisition |
|
|
1 578,6 |
|
The initial accounting for this business combination has been reported on a provisional basis and will only be
finalised in the year ending 30 June 2014.Post-acquisition revenue included in the statement of comprehensive income was R137,3 million. The estimation
of post-acquisition operating profits is impracticable and not reasonably determinable as the operations of the
infant nutritionals business have not yet fully transitioned to Aspen. The determination and disclosure of historical
audited revenue and operating profits for the 12 months preceding the effective date is not possible as the
information for the full period is not available |
| Goodwill |
| The goodwill arising on acquisition of the infant nutritionals business recognises: |
| – the future benefits of rebranding rights on the existing and future infant milk product range; and |
| – the synergies from the consolidation of the infant milk business with Aspen’s existing Australian consumer
business including cost savings and increased sales force coverage benefits. |
| The total amount of goodwill recognised is not tax deductible. |
| 2012 |
| Aspen Pharmacare Holdings Ltd acquired the remaining 40% minority shareholding in Shelys Africa Ltd effective
from 14 April 2012. This increased the ownership in Shelys Africa Ltd to 100%.
Aspen Pharmacare Holdings Ltd acquired a further 42,5% shareholding in Brimpharm SA (Pty) Ltd effective from
31 May 2012. This increased the ownership in Brimpharm SA (Pty) Ltd to 92,5%. |
|
| |
|
|
|
| Shelys Africa Ltd purchase consideration |
|
|
141,8 |
|
| Brimpharm SA (Pty) Ltd purchase consideration |
|
|
39,8 |
|
| AHN Pharma (Pty) Ltd purchase consideration |
|
|
45,4 |
|
| Final payment for the Sigma business |
|
|
88,6 |
|
| As per the statement of cash flows |
|
|
315,6 |
|
| |
|
|
|
|
| M. PROCEEDS FROM SALE OF ASSETS HELD FOR SALE |
|
|
|
|
| Campos facility and related products in Brazil |
— |
|
175,0 |
|
| Personal care products in South Africa |
— |
|
75,4 |
|
| |
— |
|
250,4 |
|
| N. PREPAYMENT IN ANTICIPATION OF ACQUISITION |
|
|
|
|
| Aspen Pharmacare Holdings Ltd concluded agreements with Nestlé S.A. in respect of the acquisition of certain
rights to intellectual property licenses, net assets and shares in the infant nutritionals businesses previously
conducted by Pfizer which distribute a portfolio of infant nutritional products in Australia and certain southern
African territories (South Africa, Botswana, Namibia, Lesotho, Swaziland and Zambia). The consideration for all
territories was paid following approval by the Australian competition authorities on 29 April 2013. The approval
from the South African competition authority remains pending and consequently the purchase consideration
payment relating to the southern African territories has been classified as a prepayment. |
|
|
