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.
During the year under review, the number of shares in issue increased by 121 600 shares as a result of options exercised in terms of the Tiger Brands (1985) Share Option Scheme.
| 2015 | 2014 | |||
| Shares under option at the beginning of the year | 106 600 | 458 400 | ||
|---|---|---|---|---|
| Exercised and paid in full | (106 600) | (351 800) | ||
| Shares under option at the end of the year | – | 106 600 |
The above table excludes Spar and Adcock Ingram employees. Refer to note 24.2 which reflects details including both Spar and Adcock employees.
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.
Details of dividends declared and paid during the year are outlined in note 10 to the annual financial statements.
The attributable interest of the company in the profits and losses of its subsidiaries and associated companies is as follows:
| (R’million) | 2015 | 2014 | ||
| Subsidiaries | ||||
| Total income after taxation | 1 056,5 | 1 370,4 | ||
| Associate companies | ||||
| Total income after taxation | 602,8 | 596,9 |
Details of the registered and beneficial shareholders of the company are outlined on page 195.
The following movements in the directorate were recorded during the year under review:
31 May 2015 RMW Dunne
31 March 2015 MO Ajukwu
13 July 2015 NP Doyle
13 July 2015 YGH Suleman
All retiring directors are eligible and offer themselves for re-election.
The names of the directors who presently hold office are set out on pages 13 and 14 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, 1 221 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.
| 2015 | 2014 | |||||
| Name of director | Direct number of shares |
Indirect number of shares |
Direct number of shares |
Indirect number of shares |
||
| RMW Dunne | – | – | – | 2 500 | ||
|---|---|---|---|---|---|---|
| SL Botha | 1 221 | – | 1 221 | – | ||
| 1 221 | – | 1 221 | 2 500 | |||
There were no changes to the direct and indirect beneficial interests of directors from 30 September 2015 to the date the integrated annual report was released.
At the annual general meeting of shareholders held in February 2015, 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 2015, 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 R1,1 billion.
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 197.
Special resolutions were passed on 30 April 2015 relating to the adoption of the revised memorandum of incorporation (MoI) by subsidiary companies.
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.
Details in respect of the retirement funds of the group are set out in note 34 of the annual financial statements.
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. In respect of the group’s assets programme, cover of R6 billion per individual loss is purchased. 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.
As set out in the chairman’s report on page 2, a decision was taken by Tiger Brands Limited on 16 November 2015 not to extend any further financial support to TBCG.
Subject to regulatory approvals, with effect from 11 December 2015, Tiger Brands Limited has reached agreement with the board of TBCG and Dangote Industries Limited (DIL) in terms of which DIL will provide TBCG with an immediate cash injection of N10 billion (R0,7 billion). In return Tiger Brands will sell its 65,7% shareholding in TBCG to DIL for a nominal consideration of $1 and write off its shareholder loans to TBCG of R0,7 billion. In addition, Tiger Brands will settle outstanding debt guaranteed on behalf of TBCG amounting to R0,4 billion. On a pro forma basis, assuming the agreement between Tiger Brands Limited and DIL had been concluded on 30 September 2015, Tiger Brands would not have reflected a loss on disposal of its interest in TBCG as at that date.
There were no other material subsequent events that occurred during the period subsequent to 30 September 2015, but prior to these consolidated annual financial statements being authorised for issue.