|Libstar shareholders are advised that the annual general meeting of the Company was held at 10h00 on Monday, 20 May 2019 ("Annual General Meeting"). As at Friday, 10 May 2019, being the Annual General Meeting Record Date ("Voting Record Date"), the total number of Libstar ordinary shares in issue ("Libstar Issued Ordinary Shares") was 681 921 408.|
The Libstar Issued Ordinary Shares eligible to vote by being present in person or by submitting proxies was 524 488 592, being 77% of the Libstar Issued Ordinary Shares. The audited annual financial statements of the Libstar group and the reports of the board of directors of the Company, the Audit and Risk Committee and the Social and Ethics Committee for the financial year ended 31 December 2018 were presented to the shareholders.
|Shareholders are advised that the Company has established a share repurchase programme in terms of which the Company and/or its subsidiaries may repurchase up to 20,457,642 ordinary shares in the Company ("Libstar Shares"), constituting 3% of the total issued ordinary share capital of Libstar ("Repurchase Programme").|
The Repurchase Programme will be effected in accordance with the general authority to repurchase shares for cash, which was granted in terms of a special shareholder resolution dated 13 April 2018 ("General Authority"). The General Authority is subject to the provisions of the Company?s Memorandum of Incorporation and the JSE Listings Requirements, the salient terms of which are set out in paragraph 2.3 of Section 10 of the pre-listing statement dated 24 April 2018. The Repurchase Programme will not impact the Company?s commitment to pursue its growth strategies.
The Company has entered into an agreement with RMB Morgan Stanley to conduct the Repurchase Programme. Libstar Shares purchased in terms of the Repurchase Programme may not be made at a price greater than 10% above the volume weighted average trading price of Libstar Shares over the five trading days immediately preceding any particular repurchase. This will be effected through the order book operated by the JSE Limited.
|Shareholders are referred to the SENS announcement in which the Company advised that Ms Phumzile Langeni has resigned as an independent non-executive director of Libstar, chairman of the Audit and Risk Committee and chairman of the Social and Ethics Committee, effective 31 December 2018. Ms Langeni?s resignation was necessitated by her recent appointment as the President?s Special Investment Envoy. Libstar thanks Ms Langeni for her valuable input and wishes her the best in her new role.|
The Company announces the appointment of Ms Sibongile Masinga as an independent non-executive director of Libstar with effect from 14 December 2018. Sibongile will assume the roles of chairman of the Audit and Risk Committee and Chairman of the Social and Ethics Committee.
The Company welcomes Ms Masinga and looks forward to her contribution whilst wishing her all the best in her new role.
|Shareholders are advised that Phumzile Langeni has resigned as an independent non-executive director of the board of directors of Libstar Holdings Ltd. and as chairperson of the Libstar audit committee, effective 31 December 2018.|
Shareholders will be kept informed in relation to the appointment of a replacement independent non- executive director and chairperson of the Libstar audit committee.
|Libstar released its maiden interim results following its listing therefore there are no comparatives. Revenue from continuing operations was R4.5 billion, gross profit was R944.6 million and operating profit came to R223.5 million. Profit for the period from continuing operations was recorded at R65.1 million and headline earnings per share from continuing operations was 13 cents per share.|
The board will, at the next year-end reporting date, assess the full year operational performance of the Group and make an appropriate recommendation as to the declaration of a dividend to shareholders. Accordingly, the Company will not declare an interim dividend. The Company has an initial target dividend pay-out ratio of 30-40% of profit after tax. The amount, timing and frequency of future dividends will be at the sole discretion of the Board and will be a function of the profitability, growth opportunities and strategy of the Group.
Although market conditions are expected to remain tough, the Group is looking forward to a stronger performance in the second half of the year.
There are growth opportunities across our business driven by the completion of several earnings- enhancing projects and the introduction of higher-margin innovative new products. We have started producing a new range of dairy products which are already selling extremely well and are launching other products, including private label wet condiments and prepared meals. We are commissioning a par-bake artisanal breads and rolls facility in the fourth quarter.
We are focused on margin improvements through lower cost manufacturing and packaging as well as procurement and other supply chain efficiencies. We are also concentrated on the more resilient upper- end of the market.
Benefits from the integration of recently acquired businesses are coming through. Additionally, the integration of Denny Foods into Montagu Foods has been a success and there are further consolidation exercises underway.
We are not expecting any repeat of the once-off incidents from the first half of the year which reduced our revenues quite considerably. Dickon Hall's trading is catching up following the strike earlier in the year.
Libstar's Normalised EBITDA is typically weighted 60% towards the second half of the year, particularly in the fourth quarter.
|Shareholders are advised that:|
- Earnings per share (?EPS?) and headline earnings per share (?HEPS?) from continuing operations is expected to be between 11 cents and 14 cents or between 44% and 56% lower than the 25 cents for the comparative period;
- EPS from discontinued operations is expected to be between 1.3 cents loss and 0.7 cents loss or between 57% and 77% higher than the 3 cents loss for the comparative period; and
- HEPS from discontinued operations is expected to be between 1.2 cents loss and 0.8 cents loss or between 40% and 60% higher than the 2 cents loss for the comparative period.
EPS and HEPS include the effect of the issue of 120 million shares at R12.50 per share in terms of the Group?s initial public offering (IPO), which increased the weighted average number of shares in issue (net of treasury shares) from 468.9 million shares in the comparative period to 523.3 million in the current period, an increase of 11.6%.
In a challenging trading environment, Libstar has shown strong revenue growth during the reporting period. However, gross profit margins were negatively impacted by a national oversupply of fresh mushrooms and the lower-margin Sonnendal Dairies business acquisition which has enhanced the Group?s yoghurt manufacturing capabilities.
Despite these market conditions, Adjusted EBIT, presented in accordance with the accounting policies set out in the Group?s pre-listing statement dated 24 April 2018, and after adjustment for amortisation of customer contracts, unrealised foreign exchange movements, share appreciation rights as well as other non-operating expenditure, is expected to be between R310 million and R320 million compared to R319.4 million for the comparative period. Adjusted EBITDA is expected to be between R385 million to R400 million or 1% to 5% higher than the R381.3 million for the comparative period.
Libstar expects to publish its reviewed interim financial results for the six months ended 30 June 2018 on Tuesday, 4 September 2018.
|Further to the Pre-listing Statement, the pricing announcement dated 4 May 2018 and the listing of Libstar on the JSE on 9 May 2018, shareholders are herewith provided with an update on the stabilisation action undertaken by the Stabilisation Manager: As at the close of trading on Monday, 21 May 2018, the Stabilisation Manager had, in terms of the Sponsor and Placement Agreement, repurchased in full 36 532 298 Ordinary Shares comprising the Over-allotment Option.|
|Further to the company?s listing on the main board of the JSE Limited on Wednesday, 9 May 2018 and the company?s intention to align its governance structures further to the listing, shareholders are advised of the following changes to the board of directors (?Board?) and Board Committees, effective 9 May 2018: |
* Wendy Luhabe has been appointed as Chairperson of the Board. Wahid Suleiman Hamid will remain a non-executive director of the Board.
* Phumzile Langeni has been appointed as Chairperson to the Social and Ethics Committee.
* JP Landman has been appointed as Lead-independent Director and Chairperson to the Investment and Strategy Committee.
* Wendy Luhabe has been appointed as Chairperson to the Nominations Committee.
|Libstar was founded in 2005 as an investment holding company investing in companies operating in the Fast Moving Consumer Goods (FMCG) industry. The company focuses on the food, beverage, household and personal care segments of the market.|
Headquartered in Johannesburg, South Africa, Libstar has annualised net revenues in excess of R7 billion. The group consists of 28 business units that operate nationally across 31 sites located in Gauteng, Mpumalanga, Kwa-Zulu Natal, Western Cape and Eastern Cape provinces.
Libstar offers its customers a wide range of products with the convenience of a single supplier with nationwide presence, and distribution and manufacturing capacity. The group concentrates on supplying the needs of the foods service industry, private label segments of larger retailers and the manufacturing of products for brand owners, as well as its own branded products.