Statutory information

Authorised and issued share capital

Details of authorised and issued share capital are set out in notes 24 and 25 of the annual financial statements and in the statement of changes in equity on pages 140 to 142.

During the year under review, the number of shares in issue increased by 400 800 shares as a result of options exercised in terms of the Tiger Brands (1985) Share Option Scheme.

Share purchase and share option schemes

Tiger Brands (1985) Share Option Scheme

	2014	2013
Shares under option at the beginning of the year	458 400	735 330
Adjustments	–	–
Exercised and paid in full	(351 800)	(276 930)
Forfeited	–	–
Shares under option at the end of the year	106 600	458 400

The above table excludes Spar and Adcock Ingram employees. Refer to note 24.2 which reflects details including both Spar and Adcock employees.

Subsidiaries, associates and investments

Financial information concerning the principal subsidiaries, associates and investments of Tiger Brands Limited is set out in Annexure A to C of the annual financial statements.

Dividends

Details of dividends declared and paid during the year are outlined in note 10 to the annual financial statements.

Attributable interest

The attributable interest of the company in the profits and losses of its subsidiaries and associated companies is as follows:

(R’million)	2014	Restated* 2013
Subsidiaries
Total income after taxation	1 370,4	2 011,2
Associate companies
Total income after taxation	596,9	515,1

*The amounts have been restated due to the adoption of IAS 19R.

Major shareholders

Details of the registered and beneficial shareholders of the company are outlined on pages 250 to 252.

Directors

There were no changes to the composition of the board during the year.

All retiring directors are eligible and offer themselves for re-election.

The names of the directors who presently hold office are set out on page 20 of this report.

No director holds 1% or more of the ordinary shares of the company. The directors of the company beneficially hold, directly and indirectly, 3 721 ordinary shares of its issued ordinary shares.

The register of interests of directors in shares of the company is available to the members on request.

Details of the directors’ shareholding (direct and indirect beneficial) are reflected below.

	2014		2013
Name of director	Direct number of shares	Indirect number of shares	Direct number of shares	Indirect number of shares
RMW Dunne	–	2 500	–	5 000
SL Botha	1 221	–	1 221	–
	1 221	2 500	1 221	5 000

Share repurchase

At the annual general meeting of shareholders held in February 2014, shareholders passed a special resolution authorising the company, or a subsidiary, to acquire the company’s own ordinary shares. Notwithstanding the approval obtained, during the period to 30 September 2014, no further shares were acquired as the directors did not deem it appropriate.

The company, through its subsidiary Tiger Consumer Brands Limited, has previously purchased a total of 10 326 758 shares at an average price of R106,67 per share, for a total consideration of R1 101,5 million.

American Depository Receipt facility

With effect from 9 September 1994, a sponsored American Depository Receipt (ADR) facility was established. This ADR facility is sponsored by the Bank of New York Mellon and details of the administrators are reflected under administration on page 249.

Special resolutions

A special resolution had been passed by Tiger Consumer Brands Limited to provide financial assistance to Dangote Flour Mills Plc (DFM) in respect of a loan provided by Tiger Consumer Brands Limited, in the South African equivalent, to a maximum of NGN10 billion in terms of a loan agreement signed by the parties during May 2014.

No other special resolutions were passed during the year under review that would have affected the capital structure, borrowing powers or any other material matter that affects the understanding of the group were passed by subsidiary companies during the year under review.

Retirements funds

Details in respect of the retirement funds of the group are set out in note 34 of the annual financial statements.

Insurance and risk management

The group’s practice regarding insurance includes an annual assessment, in conjunction with the group’s insurance brokers, of the risk exposure relative to assets and possible liabilities arising from business transactions. In addition, the group’s insurance programme is monitored by the risk and sustainability committee.

All risks are considered to be adequately covered, except for political risks in the case of which as much cover as is reasonably available has been arranged. Self-insurance programmes are in operation covering primary levels of risk at a cost more advantageous than open-market premiums. Regular risk management audits are conducted by the group’s risk management consultants, whereby improvement areas are identified and resultant action plans implemented accordingly. Assets are insured at current replacement values.

Events subsequent to the year ended 30 September 2014

There were no material subsequent events that occurred during the period subsequent to 30 September 2014, but prior to these financial statements being authorised for issue.