NOTICE OF AGM
2022
CONTENTS
ANNUAL GENERAL MEETING 1 Letter to shareholders
- Shareholders' diary
- Summarised consolidated statement of financial position
- Summarised consolidated statement of profit or loss and other comprehensive income
- Headline earnings
- Summarised consolidated statement of changes in equity
- Summarised consolidated statement of cash flows
- Summarised consolidated segmental analysis
8 Notes to the summarised consolidated annual financial statements
10 Audit report
11 Notice of annual general meeting
19 Form of proxy ibc Administration
SHAREHOLDER
INFORMATION
LETTER TO SHAREHOLDERS
Dear shareholder,
On behalf of the board of directors ("the board"), you are invited to attend the annual general meeting ("meeting") of enX Group Limited ("enX" or "the company") which will be held on Wednesday, 15 March 2023 at 9:00 at enX Boardroom, 9th Floor, Katherine Towers,
1 Park Lane, Wierda Valley, Gauteng.
In line with enX's focus on sustainability and commitment towards creating a greener environment, the integrated report, the consolidated annual financial statements and governance reports will not be mailed to all shareholders. Instead, these documents may be viewed on the company's website www.enxgroup.co.za or can be requested from the company secretary at enx@acorim.co.za or telephonically on +27 10 013 2703.
The board recognises the importance of its shareholders' presence at the meeting. This is an opportunity for you to meet and engage with members of the board regarding the company's performance for the year ended 31 August 2022 and to participate in discussions relating to items included in this meeting notice. The chairpersons of the various board committees, senior members of management as well as the company's external auditors will be present to respond to questions from shareholders.
The date on which you must be registered as a shareholder in the company's register for the purposes of being entitled to attend and vote at the meeting is Friday, 10 March 2023 (record date). The last day to trade in enX shares in order to be eligible to vote at the meeting is therefore Tuesday, 7 March 2023. Only shareholders who are physically present at the meeting or represented by a valid proxy or letter of representation will be entitled to vote on any matter put to a vote of shareholders. If you are unable to attend the meeting, you are welcome to forward any questions you would like to address to the members of the board to the company secretary at enx@acorim.co.za and they will be answered on the day of the meeting. All questions should be sent by Friday, 10 March 2023.
Yours sincerely,
PC Baloyi
Chairman
SHAREHOLDERS' DIARY
Financial year-end | 31 August |
Audited 2022 results released | 3 November 2022 |
2022 annual integrated report published | 15 December 2022 |
Annual general meeting | 15 March 2023 |
Interim results announcement | May 2023 |
enX AGM NOTICE 2022 1
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at | As at | ||
31 August 2022 | 31 August 2021 | ||
R'000 | R'000 | ||
ASSETS | |||
Non-current assets | 2 918 894 | 3 185 840 | |
Property, plant, equipment and right of use assets | 198 511 | 259 561 | |
Leasing assets | 2 350 086 | 2 769 789 | |
Intangible assets | 99 612 | 33 375 | |
Investment in associate | 118 668 | 103 852 | |
Unlisted investments and receivables | 141 464 | 851 | |
Deferred taxation | 10 553 | 18 412 | |
Current assets | |||
2 991 923 | 2 334 733 | ||
Trade, other receivables and derivatives | 1 056 706 | 810 697 | |
Inventories | 854 188 | 665 356 | |
Taxation receivable | 26 942 | 2 663 | |
Bank and cash balances | 1 054 087 | 856 017 | |
Disposal group held for sale | - | 2 794 679 | |
Total assets | 5 910 817 | 8 315 252 | |
EQUITY AND LIABILITIES | |||
Capital and reserves | 2 264 961 | 2 661 950 | |
Stated capital | 2 495 999 | 3 134 092 | |
Other reserves | (725 200) | (733 554) | |
Accumulated profits/(loss) | 445 124 | 224 597 | |
Equity attributable to equity holders of the parent | 2 215 923 | 2 625 135 | |
Non-controlling interests | 49 038 | 36 815 | |
Non-current liabilities | |||
1 208 285 | 2 046 164 | ||
Interest-bearing liabilities | 895 171 | 1 700 071 | |
Lease liabilities | 45 909 | 93 415 | |
Employee benefits | 61 033 | 1 179 | |
Deferred taxation | 206 172 | 251 499 | |
Current liabilities | |||
2 437 571 | 1 493 253 | ||
Interest-bearing liabilities | 790 837 | 359 556 | |
Lease liabilities | 12 516 | 30 584 | |
Trade, other payables, provisions and derivatives | 1 328 982 | 1 083 882 | |
Shareholder for dividend | 273 661 | - | |
Taxation payable | 31 575 | 19 231 | |
Liabilities associated with disposal group held for sale | - | 2 113 885 | |
Total equity and liabilities | 5 910 817 | 8 315 252 | |
Supplementary information: | |||
Number of shares in issue | 182 312 650 | 182 312 650 | |
Weighted number of shares in issue (net of treasury shares) | 181 366 763 | 181 366 763 | |
Net asset value per share (cents)# | 1 222 | 1 447 | |
Net tangible asset value per share (cents) | 1 167 | 1 434 | |
- Equity attributable to equity holders of the parent/Number of ordinary shares in issue net of treasury shares.
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SUMMARISED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Restated* | |||
For the year ended | for the year ended | ||
31 August 2022 | 31 August 2021 | ||
R'000 | R'000 | ||
Continuing operations | |||
Revenue | 5 556 460 | 4 210 281 | |
Cost of sales | (4 061 703) | (2 853 157) | |
Gross profit | 1 494 757 | 1 357 124 | |
Expected credit losses | (14 260) | 30 085 | |
Operating expenses | (1 035 783) | (1 046 649) | |
Operating profit before items listed below | 444 714 | 340 560 | |
Impairment of goodwill, intangible assets and property, plant and equipment | (25 440) | (1 721) | |
Operating profit before net finance costs and earnings from associate | 419 274 | 338 839 | |
Net finance costs | (104 747) | (152 495) | |
Interest received | 31 449 | 5 455 | |
Interest expense | (136 196) | (157 950) | |
Share of profits from associate | 26 655 | 32 936 | |
Profit before taxation | 341 182 | 219 280 | |
Taxation | (67 090) | (55 593) | |
Profit after taxation | 274 092 | 163 687 | |
Attributable to: | |||
Equity holders of the parent | 270 682 | 161 355 | |
Non-controlling interests | 3 410 | 2 332 | |
Net profit after taxation ("PAT") | 274 092 | 163 687 | |
Discontinued operations | |||
(Loss)/profit for the year from discontinued operations | (41 342) | 138 503 | |
Net profit after taxation ("PAT") | 232 750 | 302 190 | |
Attributable to: | |||
Equity holders of the parent | 229 340 | 299 858 | |
Continuing operations | 270 682 | 161 355 | |
Discontinued operations | (41 342) | 138 503 | |
Non-controlling interests | 3 410 | 2 332 | |
Net profit after taxation | 232 750 | 302 190 | |
Other comprehensive income net of taxation: | |||
Profit after taxation | 232 750 | 302 190 | |
Items that may be reclassified subsequently to profit or loss: | |||
- Foreign currency translation reserve | 8 354 | (95 870) | |
Total comprehensive income | 241 104 | 206 320 | |
2 enX AGM NOTICE 2022 | enX AGM NOTICE 2022 3 |
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SUMMARISED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (continued)
Restated* | |||
For the year ended | for the year ended | ||
31 August 2022 | 31 August 2021 | ||
R'000 | R'000 | ||
Attributable to: | |||
Equity holders of the parent | 237 694 | 203 988 | |
Non-controlling interests | 3 410 | 2 332 | |
Total comprehensive income | 241 104 | 206 320 | |
Earnings per share from continuing operations | |||
Basic earnings per share (cents) | 149 | 89 | |
Diluted earnings per share (cents)** | 149 | 89 | |
Headline earnings per share (cents) | 160 | 90 | |
(Loss)/earnings per share from discontinued operations | |||
Basic (loss)/earnings per share (cents) | (23) | 76 | |
Diluted (loss)/earnings per share (cents)** | (23) | 76 | |
Headline earnings per share (cents) | 106 | 118 | |
- During the year, the Group entered into an agreement with Highest Mountain to divest its ownership in Austro. This divestment was effective from 30 June 2022 and resulted in Austro being recognised as a discontinued operation in 2022. Therefore, the statement of profit or loss and other comprehensive income for 2021 has been represented in accordance with IFRS 5 to take into account the additional disposal.
- The dilutionary instruments in issue have an anti-dilutionary effect in the prior year.
HEADLINE EARNINGS
Restated* | |||
For the year | For the year | ||
ended | ended | ||
31 August 2022 | 31 August 2021 | ||
R'000 | R'000 | ||
Profit after taxation attributable to equity holders of the parent | 229 340 | 299 858 | |
Adjusted for: | |||
Profit on disposal of property, plant and equipment | (4 229) | (3 417) | |
Impairment of goodwill, intangible assets and property, plant and equipment | 25 440 | 114 519 | |
Loss/(profit) on disposal of subsidiary | 20 364 | (32 819) | |
Taxation effect on adjustments | (5 939) | (874) | |
Headline earnings attributable to ordinary shareholders | 481 130 | 377 267 | |
Profit after taxation attributable to equity holders of the parent - continuing operations | 270 682 | 161 355 | |
Adjusted for: | |||
Loss on disposal of property, plant and equipment | 871 | 189 | |
Impairment of goodwill, intangible assets and property, plant and equipment | 25 440 | 1 721 | |
Taxation effect on adjustments | (7 367) | (535) | |
Headline earnings attributable to ordinary shareholders - continuing operations | 289 626 | 162 730 | |
(Loss)/profit after taxation attributable to equity holders of the parent - discontinued | |||
operations | (41 342) | 138 503 | |
Adjusted for: | |||
Profit on disposal of property, plant and equipment | (5 100) | (3 606) | |
Impairment of goodwill, intangible assets and property, plant and equipment | 216 155 | 112 798 | |
Loss/(profit) on disposal of subsidiary | 20 364 | (32 819) | |
Taxation effect on adjustments | 1 428 | (339) | |
Headline earnings attributable to ordinary shareholders - discontinued operations | 191 505 | 214 537 | |
- During the year, the Group entered into an agreement with Highest Mountain Proprietary Limited to divest its ownership in Austro. The divestment was effective from 30 June 2022 and resulted in Austro being recognised as a discontinued operation in 2022. The prior year has been restated as to include EIE SA, Austro and Impact Handling (UK) as a discontinued operation in terms of IFRS 5. The Total operations EPS and HEPS remained unchanged with only the split between continuing and discontinuing operations having changed.
4 enX AGM NOTICE 2022
SUMMARISED
ANNUAL FINANCIAL
STATEMENTS
SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended | For the year ended | ||
31 August 2022 | 31 August 2021 | ||
R'000 | R'000 | ||
Stated capital | 2 495 999 | 3 134 092 | |
Balance at beginning of the year | 3 134 092 | 3 134 092 | |
Capital distribution | (638 093) | - | |
Other reserves | |||
(725 200) | (733 554) | ||
Balance at beginning of the year | (733 554) | (595 867) | |
Foreign currency translation reserve | 8 354 | (95 870) | |
Reclassification of reserves on disposal of subsidiary | - | (41 518) | |
Share-based payment settlement | - | (299) | |
Accumulated profits | |||
445 124 | 224 597 | ||
Balance at beginning of the year | 224 597 | (75 261) | |
Reclassification to non-controlling interests | (8 813) | - | |
Total comprehensive income for the year | 229 340 | 299 858 | |
Non-controlling interest | |||
49 038 | 36 815 | ||
Balance at beginning of the year | 36 815 | 34 483 | |
Reclassification to non-controlling interests | 8 813 | - | |
Total comprehensive income/(loss) for the year | 3 410 | 2 332 | |
Total shareholders' interests | 2 264 961 | 2 661 950 | |
SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended | For the year ended* | ||
31 August 2022 | 31 August 2021 | ||
R'000 | R'000 | ||
Cash flows from operating activities | 519 058 | 611 621 | |
Cash generated from operations before working capital movements | 1 330 718 | 1 930 719 | |
Working capital movements | (512 799) | (983 796) | |
Interest received | 32 104 | 9 323 | |
Interest paid | (204 939) | (307 717) | |
Taxation paid | (126 026) | (36 908) | |
Cash flows from investing activities | |||
500 147 | 391 788 | ||
Capital expenditure | (43 509) | (80 759) | |
Proceeds on disposal of assets | 14 465 | 10 857 | |
Business combinations | - | (12 947) | |
Dividend received from associate | 11 839 | - | |
Net proceeds on disposal of subsidiary | 517 352 | 474 637 | |
Cash flows from financing activities | |||
(817 098) | (1 005 191) | ||
Proceeds from interest-bearing liabilities | 2 160 857 | 3 360 712 | |
Repayment of interest-bearing liabilities | (2 568 226) | (4 322 382) | |
Deferred vendor consideration paid | - | (30 319) | |
Repayment of lease liability | (45 297) | (13 202) | |
Capital distribution | (364 432) | - | |
Net increase/(decrease) in cash and cash equivalents | 202 107 | (1 782) | |
Effects of exchange rate changes on cash and cash equivalents | 249 | (27 019) | |
Cash and cash equivalents at beginning of the year | 851 731 | 880 532 | |
Total group cash and cash equivalents at end of the year | 1 054 087 | 851 731 | |
- The 2021 comparative information has been restated on account of the correction of a classification error in respect of the cash flow arising from the acquisition of leasing assets. During the current reporting period the group determined that the classification of the cash outflow arising from the acquisition of leasing assets was incorrectly classified under investing activities instead of under operating activities. The group assessed the guidance provided in IAS 16 Property, Plant and Equipment and IAS 7 Statement of Cash Flows in respect of assets held for rentals which are subsequently disposed of in the course of the group's ordinary activities and determined that the classification of the cash outflow arising from the acquisition of leasing assets should be classified under operating activities despite diversity in practice of the classification of the related cash flows in the industry.
enX AGM NOTICE 2022 5
SUMMARISED | SUMMARISED |
ANNUAL FINANCIAL | ANNUAL FINANCIAL |
STATEMENTS | STATEMENTS |
SUMMARISED CONSOLIDATED
SEGMENTAL ANALYSIS
GROUP, FINANCING | |||||||||||
EQUIPMENT(3) | FLEET | PETROCHEMICALS | AND CONSOLIDATION | TOTAL(3) | |||||||
For the year | For the year | For the year | For the year | For the year | For the year | For the year | For the year | For the year | For the year | ||
ended | ended | ended | ended | ended | ended | ended | ended | ended | ended | ||
31 August | 31 August | 31 August | 31 August | 31 August | 31 August | 31 August | 31 August | 31 August | 31 August | ||
2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||
R'000 | R'000 | R'000 | R'000 | R'000 | R'000 | R'000 | R'000 | R'000 | R'000 | ||
Revenue(1) | 397 189 | 318 936 | 2 225 925 | 1 768 842 | 2 966 626 | 2 167 438 | (33 280) | (44 935) | 5 556 460 | 4 210 281 | |
- South Africa | 395 869 | 318 936 | 2 081 804 | 1 612 668 | 2 786 954 | 2 005 630 | - | 2 995 | 5 264 627 | 3 940 229 | |
- Rest of World | - | - | 129 441 | 136 318 | 162 392 | 145 687 | - | - | 291 833 | 282 005 | |
- Intercompany | 1 320 | - | 14 680 | 19 856 | 17 280 | 16 121 | (33 280) | (47 930) | - | (11 953) | |
EBITDA(2) | |||||||||||
29 619 | (7 885) | 739 268 | 760 413 | 187 262 | 116 704 | (23 612) | 21 377 | 932 537 | 890 609 | ||
Depreciation and amortisation(4) | (15 378) | (21 671) | (478 775) | (510 551) | (21 077) | (17 427) | 1 967 | (2 121) | (513 263) | (551 770) | |
Earnings/(loss) before interest and taxation(5) | |||||||||||
14 241 | (29 556) | 260 493 | 249 862 | 166 185 | 99 277 | (21 645) | 19 256 | 419 274 | 338 839 | ||
- South Africa | 14 241 | (29 556) | 232 435 | 204 507 | 147 573 | 90 362 | (21 645) | 19 256 | 372 604 | 284 569 | |
- Rest of World | - | - | 28 058 | 45 355 | 18 612 | 8 915 | - | - | 46 670 | 54 270 | |
Net finance costs | (3 796) | (7 330) | (103 755) | (125 565) | (24 649) | (20 104) | 27 453 | 504 | (104 747) | (152 495) | |
Interest received | 309 | 273 | 8 347 | 10 224 | 3 708 | 1 407 | 19 085 | (6 449) | 31 449 | 5 455 | |
Interest expense | (4 105) | (7 603) | (112 102) | (135 789) | (28 357) | (21 511) | 8 368 | 6 953 | (136 196) | (157 950) | |
Share of profits from associate | - | - | - | - | 26 655 | 32 936 | - | - | 26 655 | 32 936 | |
Profit/(loss) before taxation(2, 3) | |||||||||||
10 445 | (36 886) | 156 738 | 124 297 | 168 191 | 112 109 | 5 808 | 19 760 | 341 182 | 219 280 | ||
Total assets | 279 554 | 311 877 | 3 209 421 | 3 255 128 | 1 855 414 | 1 441 564 | 566 428 | 3 306 683 | 5 910 817 | 8 315 252 | |
- Goodwill and intangible assets | 418 | 806 | 21 586 | 30 498 | 77 608 | 2 071 | - | - | 99 612 | 33 375 | |
- Leasing assets | - | 508 | 2 350 086 | 2 769 280 | - | - | - | 1 | 2 350 086 | 2 769 789 | |
- Investment in associate | - | - | - | - | 118 668 | 103 852 | - | - | 118 668 | 103 852 | |
- Inventories | 135 624 | 116 865 | 32 292 | 18 411 | 686 272 | 530 080 | - | - | 854 188 | 665 356 | |
- Trade, other receivables and derivative financial assets | 69 144 | 67 232 | 223 004 | 217 646 | 756 022 | 508 095 | 8 536 | 17 724 | 1 056 706 | 810 697 | |
- Other assets | 74 368 | 126 466 | 582 453 | 219 293 | 216 844 | 297 466 | 557 892 | 494 279 | 1 431 557 | 1 137 504 | |
Disposal group held for sale | - | - | - | - | - | - | - | 2 794 679 | - | 2 794 679 | |
Total liabilities | |||||||||||
133 106 | 122 094 | 1 982 814 | 2 267 571 | 1 145 472 | 1 042 476 | 384 464 | 2 221 161 | 3 645 856 | 5 653 302 | ||
- Interest-bearing liabilities and overdraft | 5 500 | 64 | 1 465 001 | 1 680 362 | 199 775 | 307 982 | 15 732 | 71 219 | 1 686 008 | 2 059 627 | |
- Deferred vendor consideration | - | - | - | - | - | - | - | - | - | - | |
- Trade, other payables, provisions and derivatives | 125 879 | 71 582 | 315 447 | 312 991 | 873 769 | 675 243 | 287 548 | 23 012 | 1 602 643 | 1 082 828 | |
- Other liabilities | 1 727 | 50 448 | 202 366 | 274 218 | 71 928 | 59 251 | 81 184 | 13 045 | 357 205 | 396 962 | |
Liabilities associated with disposal group held for sale | - | - | - | - | - | - | - | 2 113 885 | - | 2 113 885 | |
Capital expenditure net of proceeds | |||||||||||
1 006 | 5 528 | 770 600 | 830 278 | 8 674 | 1 574 | 118 | 185 | 780 398 | 837 565 | ||
Number of employees | 181 | 181 | 387 | 422 | 173 | 168 | 9 | 9 | 750 | 780 | |
GEOGRAPHICAL SEGMENTATION | |||||||||||
Total assets | 279 554 | 311 877 | 3 209 421 | 3 255 128 | 1 855 414 | 1 441 564 | 566 428 | 3 306 683 | 5 910 817 | 8 315 252 | |
- South Africa | 279 554 | 311 877 | 2 742 449 | 2 797 541 | 1 767 499 | 1 370 050 | 566 428 | 3 306 683 | 5 355 930 | 7 786 151 | |
- Rest of World | - | - | 466 972 | 457 587 | 87 915 | 71 514 | - | - | 554 887 | 529 101 | |
Total liabilities | |||||||||||
133 106 | 122 094 | 1 982 814 | 2 267 571 | 1 145 472 | 1 042 476 | 384 464 | 2 221 161 | 3 645 856 | 5 653 302 | ||
- South Africa | 133 106 | 122 094 | 1 814 156 | 2 098 133 | 1 113 474 | 1 010 521 | 384 464 | 2 221 161 | 3 445 200 | 5 451 909 | |
- Rest of World | - | - | 168 658 | 169 438 | 31 998 | 31 955 | - | - | 200 656 | 201 393 | |
- No single customer exceeds 10% of group revenue.
- Excludes intercompany management fees.
- During the year the Group entered into an agreement with Highest Mountain to divest its ownership in Austro. This divestment was effective from 30 June 2022 and resulted in Austro being recognised as a discontinued operation in 2022. Therefore the statement of profit or loss and other comprehensive income for 2021 has been represented in accordance with IFRS 5 to take into account the additional disposal. The comparative numbers in the segment have represented and exclude Austro.
- Total depreciation and amortisation includes depreciation disclosed as part of cost of sales.
- Earnings/(loss) before interest and taxation include impairments of goodwill, intangible assets and property of R25.4 million (2021: R1.7 million).
6 enX AGM NOTICE 2022 | enX AGM NOTICE 2022 7 |
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
enX Group Ltd. published this content on 13 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 December 2022 08:05:01 UTC.