To view the PDF file, sign up for a MySharenet subscription.

PBT GROUP LIMITED - Audited Consolidated Annual Financial Statements for Financial Year Ended 31 March 2024, Distribution Declaration

Release Date: 28/06/2024 07:07
Code(s): PBG     PDF:  
Wrap Text
Audited Consolidated Annual Financial Statements for Financial Year Ended 31 March 2024, Distribution Declaration

PBT Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1936/008278/06)
JSE Share code: PBG ISIN: ZAE000256319
("PBT Group")


DISTRIBUTION OF INTEGRATED ANNUAL REPORT
AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2024–
SHORT FORM ANNOUNCEMENT
DISTRIBUTION DECLARATION
NOTICE OF ANNUAL GENERAL MEETING
B-BBEE ANNUAL COMPLIANCE REPORT


DISTRIBUTION OF INTEGRATED ANNUAL REPORT

PBT Group shareholders are advised that the Company's integrated annual report ("IAR") containing its audited
consolidated annual financial statements ("2024 AFS") and notice of annual general meeting ("AGM") for the year ended
31 March 2024 was published today, Friday, 28 June 2024.

An electronic version of the IAR, the 2024 AFS and the auditor's report thereon will be available on the Company's website
at https://www.pbtgroup.co.za/investor-relations/ from today. A shareholder booklet containing the notice of AGM and a
summary of the 2024 AFS will be posted to relevant shareholders on Friday, 5 July 2024. Copies of the IAR, the 2024 AFS
and the notice of AGM may be requested from the Company Secretary at anastassia.sousa@pbtgroup.co.za.


2024 AFS – SHORT FORM ANNOUNCEMENT

INTRODUCTION

PBT Group Limited is a leading data, analytics and software engineering professional services organisation delivering enterprise
scale solutions and services to an international client base.

PBT Group takes ownership of clients' challenges – transforming their data into tangible assets that greatly assist in streamlining
operations as well as their predictive and analytical capabilities.

Technological integration is a key enabler in providing clients with custom-made solutions or services in support of their
organisational objectives. As a technology agnostic organisation, PBT Group is best positioned to optimise clients' operations
without allowing product or technology to limit their options.


HIGHLIGHTS

                                                              31 March     31 March       Year-on-
                                                                2024         2023           year
 CONTINUING OPERATIONS
                                                               (FY2024)     (FY2023)       change
                                                                 ZAR          ZAR             %
 Revenue                                           million      1 072        1 041           3.0
 Earnings before interest, taxation,
                                                   million       139           147          (5.6)
 depreciation and amortisation
 Operating profit                                  million       132           140          (5.7)
 Profit before taxation                            million       136           140          (3.1)
 Profit for the year                               million        97           102          (5.1)
 Profit attributable to owners of the parent       million        64            72         (11.2)
 Cash generated from operations                    million       144           138           4.3
 Earnings per share                                cents        62.6          82.0         (23.6)
 Headline earnings per share                       cents        62.7          82.2         (23.8)
 Normalised headline earnings*                     million        70            77          (8.9)
 Normalised headline earnings per share*           cents        67.2          74.8         (10.2)

  Total ordinary cash distribution                 cents          60            58           3.4
   Interim ordinary cash distribution paid         cents          26            25           4.0
   Final ordinary cash distribution declared       cents          34            33           3.0

   * Normalised headline earnings adjusts for the impact of IFRS 2. This is a more accurate reflection of the underlying earnings generated by PBT
   Group.


   AUDITORS: UNMODIFIED AUDIT OPINION

   The 2024 AFS were audited by BDO South Africa Inc, who expressed an unmodified audit opinion thereon. A copy of
   the auditor´s report is included in the 2024 AFS:
   https://www.pbtgroup.co.za/investor-relations/



   DISTRIBUTION DECLARATION

   The Company's distribution policy is to consider an interim and a final distribution in respect of each financial year. At
   its discretion, the Board of Directors may consider a special or ad hoc distribution, where appropriate. Depending on
   the perceived need to retain funds for expansion or operating purposes, the Board of Directors may also elect not to
   pay distributions.

   On Monday, 24 June 2024, the Board of Directors resolved to declare a capital reduction distribution of 17.00 cents
   per PBT ordinary share and a dividend distribution of 17.00 cents per PBT ordinary share (collectively "the
   Distribution"). The total Distribution will equate to R35.4 million.

   The implications of the Distribution on shareholders are as follows:

   • The gross dividend of 17.00 cents per PBT ordinary share from income reserves will be subject to dividend
     withholding tax at a rate of 20%. Consequently, a net final dividend of 13.60 cents per share will be distributed to
     those shareholders who are not exempt from paying dividend tax. In terms of dividend tax legislation, the dividend
     tax amount due will be withheld and paid over to the South African Revenue Services by a nominee company,
     stockbroker or Central Securities Depository Participant ("CSDP") (collectively "regulated intermediary") on behalf
     of the shareholders. All shareholders should declare their status to their regulated intermediary, as they may qualify
     for a reduced dividend tax rate or exemption.

   • The capital reduction distribution of 17.00 cents per PBT ordinary share is not subject to dividend withholding tax
     as it is paid out of capital reserves. As the capital reduction distribution will be regarded as a return of capital and
     may therefore have potential capital gains tax consequences, shareholders are advised to consult their tax advisers
     regarding the impact of the capital reduction distribution.

   As at the date of declaration of the Distribution there were 104 163 255 PBT ordinary shares in issue. The Company's
   income tax reference number is 9725148713.

   In compliance with the Companies Act, the Directors confirm and have resolved that the Company will satisfy the
   solvency and liquidity test immediately after the payment of the Distribution.

   In accordance with the provisions of Strate Proprietary Limited, the electronic settlement and custody system used by
   the JSE Limited, the relevant dates for the Distribution are as follows:

   Last day to trade "cum Distribution"                Tuesday, 16 July 2024
   First trading day "ex Distribution"                 Wednesday, 17 July 2024
   Record date                                         Friday, 19 July 2024
   Payment date                                        Monday, 22 July 2024

No share certificates may be dematerialised or rematerialised between Wednesday, 17 July 2024, and Friday, 19 July
2024, both days inclusive. Only the shareholders recorded in the Company's share register as at record date are
entitled to receive the Distribution declared.

Payments for certificated shareholders will be transferred electronically to their bank accounts on the payment date.
Shareholders who hold dematerialised shares will have their accounts at their CSDP or stockbroker credited on
Monday, 22 July 2024.

******
This short-form announcement is the responsibility of the Board of Directors of the Company and is extracted from the
2024 AFS. It is therefore a summary of the financial information in the 2024 AFS and does not contain full or complete
details of the Company's financial results and is itself not audited.

Any investment decision by investors and/or shareholders should be based on consideration of the full 2024 AFS,
included in the Company's IAR, which has been published in accordance with paragraph 3.46A(c) of the JSE Limited
Listings Requirements as follows:

Company's website: https://www.pbtgroup.co.za/investor-relations/
JSE website: https://senspdf.jse.co.za/documents/2024/JSE/ISSE/PBGE/YE2024.pdf

Electronic copies of the IAR containing the 2024 AFS and the auditor's report on the 2024 AFS can be requested from
the Company Secretary at no charge via e-mail at the following address: anastassia.sousa@pbtgroup.co.za and are
also available for inspection at the Company's registered office (by appointment) during office hours.



NOTICE OF AGM

Notice is hereby given that the next AGM of the shareholders of the Company will be held entirely by electronic
communication, on Friday, 2 August 2024 at 10:00, to consider and, if deemed fit, to pass with or without modification
all of the ordinary and special resolutions set out in the notice of AGM attached to the IAR.

Participation in the meeting

The Board has determined the following salient dates in respect of the AGM:


                                                                                                               2024
Record date to receive the notice of the AGM                                                         Friday, 28 June
Date of posting the notice of AGM                                                                     Friday, 5 July
Last date to trade to be eligible to vote                                                           Tuesday, 23 July
Record date to be eligible to attend, participate and vote at the AGM
                                                                                                      Friday,26 July
For administrative purposes, preferable date by which forms of proxy for the
AGM are requested to be lodged, by 10:00am on                                                     Wednesday, 31 July
AGM at 10:00am                                                                                      Friday, 2 August
Results of AGM published on SENS on                                                                 Friday, 2 August
B-BBEE ANNUAL COMPLIANCE REPORT

In accordance with paragraph 16.21 (g) and Appendix 1 to Section 11 of the JSE Limited Listings Requirements, notice is
hereby given that the Company´s annual compliance report in terms of section 13G(2) of the B-BBEE Act, as submitted to
the Broad Based Black Economic Empowerment Commission, is available on PBT's website at
https://www.pbtgroup.co.za/investor-relations/



Registered Office
PBT House
2 Mews Close
Waterford Mews
Century City
7441

By order of the Board:
Tony Taylor                                            Elizna Read
Non-Executive Chairman                                 Chief Executive Officer

28 June 2024
Cape Town

Sponsor
Questco Corporate Advisory Proprietary Limited

Date: 28-06-2024 07:07:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.