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Group
The Group is controlled by Rallen (Pty) Ltd which owns 57,06% (2017: 55,96%) of its issued share capital. The Group purchases
product from its subsidiaries (previously associates), Ceramic Industries (Pty) Ltd and the Ezee Tile group (see note 14.2).
Other related parties listed are related due to the sharing of key management personnel.
Outstanding balances at year end are unsecured, interest-free and settlement occurs in cash on 30-day terms. There have
been no guarantees provided or received for any related-party receivables or payables. For the year ended 30 June 2018,
the Group has not made any provision for doubtful debts relating to amounts owed by related parties (2017: Rnil) nor
incurred any bad debt expense in the current year (2017: Rnil). This assessment is undertaken each financial year through
examining the financial position of the related party and the market in which the related party operates.
Details of related-party transactions are as follows:
| |
|
Aggregate value
of transactions |
|
Balances owing
at year end |
|
| Related party |
Nature of
transactions |
2018
Rm’s |
|
2017
Rm’s |
|
2018
Rm’s |
|
2017
Rm’s |
|
| Ceramic Industries (Pty) Ltd |
Inventory purchases |
1 018 |
|
898 |
|
70 |
|
51 |
|
| Ezee Tile group |
Inventory purchases |
264 |
|
269 |
|
16 |
|
20 |
|
Key management personnel and prescribed officers comprise only the executive Board and directors of Ceramic.
Remuneration paid to key management personnel of the Group is provided below. Nil balances were owing at year end
(2017: nil).
Directors’ shareholding
The directors’ interest in the stated share capital of the Company as at 30 June 2018 is as follows:
| |
|
Beneficial
direct |
Beneficial
indirect |
Total |
% held |
Non-
beneficial
direct |
Non-
beneficial
indirect |
Total |
% held |
|
| At 30 June 2018
|
|
|
|
|
|
|
|
|
|
|
| Director |
|
|
|
|
|
|
|
|
|
|
| G A M Ravazzotti |
|
7 186 731 |
443 434 655 |
450 621 386 |
34,79 |
— |
— |
— |
— |
|
| S du Toit |
|
— |
29 125 |
29 125 |
0,00 |
— |
— |
— |
— |
|
| J N Potgieter |
|
4 597 257 |
— |
4 597 257 |
0,35 |
— |
— |
— |
— |
|
| B G Wood |
|
1 683 587 |
— |
1 683 587 |
0,13 |
— |
— |
— |
— |
|
| N P Khoza |
|
— |
864 304 |
864 304 |
0,07 |
— |
— |
— |
— |
|
| At 30 June 2017 |
|
|
|
|
|
|
|
|
|
|
| Director |
|
|
|
|
|
|
|
|
|
|
| G A M Ravazzotti |
|
3 637 088 |
345 980 215 |
349 617 303 |
33,83 |
— |
— |
— |
— |
|
| S I Gama# |
|
200 000 |
— |
200 000 |
0,02 |
— |
— |
— |
— |
|
| S du Toit |
|
— |
23 873 |
23 873 |
0,00 |
— |
— |
— |
— |
|
| J N Potgieter |
|
4 000 000 |
— |
4 000 000 |
0,39 |
— |
— |
— |
— |
|
| B G Wood |
|
1 804 197 |
— |
1 804 197 |
0,17 |
— |
— |
— |
— |
|
# Beneficial interest in BEE Special Purpose Entity. Resigned on 29 January 2018.
Directors’ participation in share incentive schemes
Directors’ holdings under the Share Appreciation Rights Scheme are set out in the table below:
| Director |
Awards held at
1 July 2017 |
|
Awarded
during
the year |
Vested and
exercised
during
the year |
Forfeited
during
the year |
Awards
held at
30 June 2018 |
|
| J N Potgieter |
4 000 000 |
|
— |
(750 000) |
— |
3 250 000 |
|
| B G Wood |
2 587 500 |
|
— |
(150 000) |
— |
2 437 500 |
|
| T T A Mhlanga* |
— |
|
500 000 |
— |
— |
500 000 |
|
* Appointed on 11 May 2018.
Directors’ holdings under the Executive Retention Plan are set out in the table below:
| Director |
Awards held at
1 July 2017 |
|
Awarded
during
the year |
Vested and
exercised
during
the year |
Forfeited/
cancelled
during the year |
Awards held at
30 June 2018 |
|
| J N Potgieter |
4 000 000 |
|
— |
— |
— |
4 000 000 |
|
| B G Wood |
1 500 000 |
|
— |
— |
— |
1 500 000 |
|
Prescribed officers’ holdings under the Ceramic Industries Retention Scheme are set out in the table below:
| Prescribed officers |
Awards held at
1 July 2017 |
|
Awarded
during
the year |
Vested and
exercised
during
the year |
Forfeited/
cancelled
during the year |
Awards held at
30 June 2018 |
|
| L Foxcroft |
207 069 |
|
— |
— |
— |
207 069 |
|
| T Molefakgotla |
165 656 |
|
— |
— |
— |
165 656 |
|
Refer to note 6 for further details pertaining to these schemes.
Directors remuneration
All figures in
R000’s |
Salary |
Bonus
performance-related
payments |
Provident
fund and
medical
contributions |
Gain on
share
scheme
awards |
Other |
|
|
Total
2018 |
|
Total
2017 |
|
| Executive
directors |
|
|
|
|
|
|
|
|
|
|
|
| N Booth# |
— |
— |
— |
— |
— |
|
|
— |
|
11 046 |
|
| J N Potgieter |
2 660 |
— |
440 |
17 522 |
316 |
|
|
20 938 |
|
15 491 |
|
| B G Wood |
2 112 |
— |
338 |
5 356 |
163 |
|
|
7 969 |
|
10 626 |
|
| T T A Mhlanga* |
1 471 |
106 |
233 |
— |
178 |
|
|
1 988 |
|
|
|
| 2018 |
6 243 |
106 |
1 011 |
22 878 |
657 |
|
|
30 895 |
|
— |
|
| 2017 |
6 308 |
2 329 |
1 028 |
25 883 |
1 615 |
|
|
|
|
37 163 |
|
| # |
Retired 28 February 2017. |
| * |
Appointed on 11 May 2018. |
All figures in
R000’s |
Base
salary |
Short-term*
incentives |
Provident
fund and
medical
contributions |
Gain on
share
scheme
awards† |
Other |
|
|
Total
2018 |
|
Total
2017 |
|
| Prescribed
officers# |
|
|
|
|
|
|
|
|
|
|
|
| L Foxcroft |
2 709 |
2 379 |
662 |
8 619 |
1 009 |
|
|
15 378 |
|
— |
|
| T Molefakgotla |
1 541 |
1 190 |
368 |
6 895 |
670 |
|
|
10 664 |
|
— |
|
| 2018 |
4 250 |
3 569 |
1 030 |
15 514 |
1 679 |
|
|
26 042 |
|
|
|
| 2017 |
— |
— |
— |
— |
— |
|
|
|
|
— |
|
| * |
Relates to previous financial years. |
| # |
Emoluments for full financial year (July 2017 to June 2018). |
| † |
Emoluments for full financial year (July 2017 to June 2018). |
| All figures in R000’s |
Board
fees |
Other |
|
|
Total
2018 |
|
Total
2017 |
|
| Non-executive directors |
|
|
|
|
|
|
|
|
| G A M Ravazzotti |
1 610 |
— |
|
|
1 610 |
|
1 359 |
|
| S I Gama° |
117 |
— |
|
|
117 |
|
236 |
|
| S M du Toit |
772 |
— |
|
|
772 |
|
752 |
|
| A Zannoni* |
— |
— |
|
|
— |
|
69 |
|
| S G Pretorius |
453 |
— |
|
|
453 |
|
479 |
|
| N Medupe |
416 |
— |
|
|
416 |
|
320 |
|
| M V Mtetwa# |
244 |
— |
|
|
244 |
|
94 |
|
| N P Khoza+ |
28 |
— |
|
|
28 |
|
— |
|
| 2018 |
3 640 |
— |
|
|
3 640 |
|
|
|
| 2017 |
3 309 |
— |
|
|
|
|
3 309 |
|
| Aggregate emoluments of directors who served during the year |
|
|
|
|
60 577 |
|
40 472 |
|
| * |
Retired on 25 November 2016. |
| # |
Appointed on 28 January 2017. |
| ° |
Resigned on 29 January 2018. |
| + |
Appointed on 11 May 2018. |
Company
The Company owns 100% of the issued share capital of Italtile Ceramics (Pty) Ltd and receives dividends and management fees from its subsidiary.
The Company receives preference share dividends from Four Arrow Investments 256 (Pty) Ltd. This is a special purpose entity
set up as part of the BEE transaction. Previously, the Italtile Foundation Trust acquired the Italtile Limited shares which were
held by Arrow Creek Investments 74 (Pty) Ltd – the transaction was funded by an interest free loan from Italtile Limited (refer
to note 6 for further details).
The Company receives interest from the loan to the Italtile Empowerment Trust. This entity was set up by the Board as part of
the BEE transaction.
All related-party transactions are concluded at arm’s length with the exception of the Foundation Trust loan which is interest
free. There have been no guarantees provided or received for any related-party receivables or payables. For the year ended
30 June 2018, the Company has not made any provision for doubtful debts relating to amounts owed by related parties
(2017: Rnil) nor incurred any bad debt expense in the current year (2017: Rnil). This assessment is undertaken each financial
year through examining the financial position of the related party and the market in which the related party operates.
Details of related-party transactions are as follows:
| |
|
Aggregate value of
transactions |
|
Balances owing
at year end |
|
| Related party |
Nature of transactions |
2018
Rm’s |
2017
Rm’s |
|
2018
Rm’s |
2017
Rm’s |
|
| Four Arrows Investments 256 (Pty) Limited |
Preference share dividends |
5 |
11 |
|
— |
125 |
|
| Italtile Empowerment Trust |
Interest |
— |
— |
|
102 |
68 |
|
| Italtile Ceramics (Pty) Ltd |
Dividends and management fees |
166 |
336 |
|
3 654 |
545 |
|
| Italtile Foundation Trust |
Interest free loan |
— |
— |
|
121 |
121 |
|
Refer to notes 6, 15 and 19 for further disclosure relating to terms of balances owing at year end.
Key management personnel and prescribed officers comprise only the executive Board members. Remuneration paid
to key management personnel of the Company is provided above. No balances were owing at year end (2017: nil).
|