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Integrated Annual Report 2014

Financial highlights

Revenue (Rm)

Revenue up

3 000

12%

2 500
2 000
1 500
1 000
500

to R2.83 billion

0
2009

2010

2013 2014

2011 2012

Operating margin at record high of

Operating profit (Rm)

20.0%

600
500
400
300

up from 18.5%

200
100
0
2010

2013 2014

2011 2012

Profit before tax up

400

2009

300

to R567 million

Headline earnings per share (cents)


500

23%

200
100

2009

2010

2013 2014

2011 2012

Dividends per share (cents)


300

Headline earnings up

20%

to 406 cents per share

250
200
150

50
0
2009

2010

2011 2012

2013 2014

Net borrowings to equity improved (%)

Dividend up

100

20%

to 300 cents per share

50
40
30

Market capitalisation exceeds milestone

20
10
0
-10
2009

2010

2011 2012

2013 2014

R10 billion

Contents
About Famous Brands
IFC

Financial highlights

Highlights

Trading footprint

Business model

Franchise network

Board of directors

10

Leadership

12

Chairmans statement

16

Group Chief Executives report

Report to stakeholders
24

Six-year review

24

Definitions

25

Value added statement

26

Corporate governance and sustainability


report

Financial results
40

Annual financial statements

41

Report by the audit committee

41

Declaration by the Company Secretary

42

Directors responsibilities and approval

43

Report of the independent auditors

44

Report of the directors

46

Statements of profit or loss and other


comprehensive income

47

Statements of financial position

48

Statements of changes in equity

49

Statements of cash flows

50

Notes to the annual financial statements

96

Annexure A: Schedule of investments in


subsidiaries

97

Shareholder analysis

97

Shareholders diary

98

Notice of annual general meeting

103

Form of proxy

IBC

Administration

Highlights

Vision
To become Africas
first choice branded
food services
franchisor by 2015.

Group highlights
20th

13th consecutive year of record


Share price exceeded R100
Fit

Strategic intent
Our business is focused
on building capability
across brands, logistics
and manufacturing,
which provides a total
solution to our investment
partners and consumers.

anniversary since listing

>

Champions

milestone

4 Purpose business transformation

project successfullyconcluded

Brand highlights
Gained

momentum in local, international

and Rest of Africamarkets


Opened 165 new
and revamped 185
Acquired 49%

Core beliefs

turnover and profits

restaurants

of Mr Biggs in Nigeria

Launched Steers

in London and Debonairs


Pizza in Mumbai

>

Quality
> Innovation
> Speed
> Agility
> Integrity
> Humility

Logistics highlights
Achieved record R2
Reported best

billion annual turnover

ever operating margin

Advanced owner-driver empowerment

programme
Manufacturing highlights
Significantly

improved yields, efficiencies

and utilities usage


Commissioned Coega Cheese plant
in Coega DevelopmentZone
Derived robust growth from integration
of acquisitions and new business

Famous Brands

Integrated Annual Report 2014


Page 1

Trading footprint

Total number of restaurants at 28 February 2014

Domestic

International

Total

509
497

382
157
10
16
12
144
1
5
18
15
12
58
3
9
10
8
23

42
30
94
64
10

10

3
2

14
1

551
527
94
446
167
10
16
12
154
1
8
20
15
12
72
4
9
10
8
24
36

Steers
Wimpy
Wimpy UK
Debonairs Pizza
FishAways
House of Coffees
Brazilian Caf
tashas
Mugg & Bean
Blacksteer
OHagans
KEG
Giramundo
Vovo Telo
Milky Lane
Juicy Lucy
The Brewers Guild
Creative Coffees
Net Caf
Europa
Fego Caff

35

Turn n Tender

Mr Biggs

171

171

The Bread Basket

Total

1 1935
935

443
443

2 2378
378

Business model
SA operations and logistics
Brand portfolio
Steers
Wimpy
Debonairs Pizza
Mugg & Bean
FishAways
Milky Lane
Europa
Fego Caff
Pubs:
KEG
The Brewers
Guild
OHagans

Famous Brands

Centres of
excellence
Gauteng
Mpumalanga
Free State
KwaZulu-Natal
Eastern Cape
Western Cape

International operations
Brand portfolio
Steers
Wimpy
Debonairs
Pizza
Mugg & Bean
FishAways
Milky Lane
Europa
Fego Caff
Pubs:
KEG
OHagans
Mr Biggs

Integrated Annual Report 2014


Page 2

Country
representation
Namibia
Botswana
Swaziland
Lesotho
Mozambique
Zambia
Tanzania
UAE
Nigeria
Ivory Coast
Zimbabwe
Kenya
Malawi
Mauritius
Sudan
DRC
India
United Kingdom

Joint venture partnerships


Brand portfolio
tashas
Vovo Telo
Giramundo
House of
Coffees
Net Caf
Turn n
Tender
The Bread
Basket
Wakaberry

Marketing

Country
representation

Casual
dining

South Africa

Wimpy
Mugg &
Bean
Europa
Fego
Caff
Pubs
tashas
Vovo Telo
House of
Coffees
Net Caf
Turn n
Tender
The Bread
Basket

QSR

Retail
wholesale

Sauce
advertising

Steers
Debonairs
Pizza
FishAways
Milky Lane
Giramundo
Mr Biggs
Wakaberry

Steers
Wimpy
Mugg &
Bean
Trufruit
Aqua
Monte
Baltimore

Point of sale
Social media
Locality
marketing
Website
development

Franchise network

Total
restaurants

2 378

94

UK

Sudan

Dubai

179

Nigeria

India

Ivory Coast

DRC

Kenya

10

30

Zambia

Tanzania

Zimbabwe

Malawi

28

Botswana

Mauritius

35

Namibia

1 935

South Africa

Manufacturing

Wholly owned
Product

Location

Product

Location

Meat and chicken

Gauteng and Western


Cape
Gauteng and Western
Cape
Gauteng

Coffee

Gauteng

Cheese

Eastern Cape (Coega)

Speciality breads

Gauteng

Gauteng and
KwaZulu-Natal
KwaZulu-Natal

Choice meat cuts

Gauteng

Bakery
Sauces and spices
Ice-cream
Fruit juice

Mozambique

Swaziland

Development

Joint venture

25

Franchise enquiries
Strategic alliance
partnerships
Plans
Costing
Project management

Famous Brands

Corporate
Finance
Human resources
Information technology
Legal
Procurement
Demand planning

Integrated Annual Report 2014


Page 3

Building
brand capability
Famous Brands

Integrated Annual Report 2014


Page 4

Famous Brands

Integrated Annual Report 2014


Page 5

Board of directors

Non-executive director
Peter, a founding member of the company, has made an
important contribution to the Famous Brands Group since
1974. He has served on various portfolio committees over the
years, assuming the position of Chairman of the listed entity
upon listing in November 1994. As from March 2007, Peter
assumed the position of non-executive Chairman. On
24October 2013, Peter retired as non-executive Chairman.
Hehas remained on the board as a non-executive director.

Panagiotis Halamandaris (67)

Non-executive director
Periklis was one of the original founding members of the
Group and has in excess of 20years experience in the food
and franchising industry. He was appointed to the board of
Famous Brands Limited in 1994 and was responsible for
expanding the operations of the Group beyond the borders
ofSouth Africa. Periklis resigned from the board during the
course of 1999 to concentrate on his private business. In
March 2001, he was reappointed to the board as a nonexecutive director.

Periklis Halamandaris (59)

Non-executive director
Theofanis has made a significant contribution to the Group
since 1974 through the fulfilment of various responsibilities. He
assumed the position of Chief Executive Officer in March 2001,
after serving as the Group Managing Director for three years.
After retiring as Chief Executive Officer in May 2010, Theofanis
took over from John Halamandres as Deputy Chairman of the
Group. In 2014, he became a non-executive director.

Theofanis Halamandaris (63)

Famous Brands

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Non-executive director
With experience in all aspects of Famous Brands business,
John retired from executive management in March 2001.
Afounding member of the company, he served as Managing
Director from November 1994 until March 1997, after which he
assumed the role of Chief Executive Officer until his
appointment as non-executive Deputy Chairman in March
2001, a position he held until May 2010. John continues to
serve on the Famous Brands board in the capacity of nonexecutive director.

John Lee Halamandres (60)

Group Chief Executive


Kevin joined the Group in February 2000 as Managing Director
of the Steers brand. He has anexcellent business record,
combining food, beverage and franchising. Kevin
has held senior executive positions in a number of blue-chip
companies including SABreweries, Distell and Foodcorp.
Prior to joining the Group, Kevin was a partner andManaging
Director of KEG Franchising. In March2001, Kevin was
appointed Chief Operating Officer, a position he held for nine
years, before being appointed Chief Executive of Famous
Brands in May 2010. Effective 1 March 2014, Kevin assumed
the role of Group Chief Executive.

Kevin Alexander Hedderwick (61)

Independent non-executive director


Member of the audit committee and
remuneration committee
BAdmin, MBA
Bheki is currently Chief Executive of the Chamber of Mines.
Prior to this appointment, he was the director of the Wits
Business School. He is also Chairman of Smartvest, CapAfrica,
Brait South Africa, Pretoria Portland Cement and a Deputy
Chairman at Tiger Brands. He brings to the board a wealth of
expertise in BEE, employment equity, change management
and corporate governance gained as former Chief Executive
Officer of Business Unity South Africa, and from experience
attained in a range of positions held at companies including
Transnet, Tongaat Hulett Sugar, SABreweries and Ford Motor
Company.

Bheki Lindinkosi Sibiya (57)

Famous Brands

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Board of directors continued

Non-executive director
BEcon and International Studies, CA (England and Wales)
Khumo is a business executive with extensive experience in
finance, mergers and acquisitions, private equity and
corporate strategy. Between June 2007 and June 2013, he
served as Group Chief Mergers and Acquisitions Officer for
MTN Group Limited and was a board member of several of its
key subsidiaries and joint venture companies.
Khumo was previously head of Principal Investments at
Investec Bank Limited and a member of the executive
committee of Investecs South African operations. Prior to
taking responsibility for the Principal Investments division in
2005, he was a member of Investecs Corporate Finance
division for seven years.

Khumo Shuenyane (42)

Prior to joining Investec in 1998, Khumo worked for Arthur


Andersen for six years from 1992, where he completed his
articles with the firm in Birmingham, England.
Khumo was appointed to the board of Famous Brands Limited
in February 2014.

Non-executive director
Chairman of the audit committee and
remuneration committee
BCom, LLB, LLM, H Dip Tax Law, H Dip Company Law
Hymie has been a non-executive director of Famous Brands
Limited since its listing on the JSE in 1994. Heisa senior
partner of HR Levin Attorneys and his experience spans more
than 40 years. His areas of expertise include corporate law,
mergers, local and international taxation, acquisitions and
listings. Hymie is also a non-executive director of several listed
and non-listed companies and Chairman of some of them.
Hymie retired from the board and committees on 27 February
2014.

Hymie Reuvin Levin (69)

Non-executive director
Chairman of the social and ethics committee and
member of the audit committee
BCom, LLB, LLM
Chris is a commercial, corporate finance, tax and trustattorney
and his expertise includes cross-bordertransactions, mergers
and acquisitions, BEE transactions and advising on stock
exchange listings both locally and internationally. He currently
serves as a non-executive director of four companies listed on
the JSE and as a trustee of various trusts. His experience as a
non-executive director of listed companies spans over a
decade. Hecommenced his legal career at HRLevin Attorneys
where he is now one of the two senior partners. Chris joined
the Famous Brands Limited board in December 2011.

Christopher Hardy Boulle (42)

Famous Brands

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Chief Executive Officer Food Services


Member of the social and ethics committee
BCom
Darren commenced his career at Pleasure Foods Limited while
studying for and completing a BCom degree. After
participating in the management buyout of Pleasure Foods in
1996 he held executive roles at Whistle Stop and Wimpy
before joining Famous Brands in 2003. He served as Managing
Director of Wimpy in South Africa and later the United
Kingdom. He was appointed Chief Operating Officer
Franchising division in May 2011 and in January 2013 assumed
the position of ChiefOperating Officer. Effective 1 March 2014,
Darren assumed the role of Chief Executive Officer Food
Services.

Darren Paul Hele (42)

Independent Chairman
Member of the remuneration committee
BEcon Honours
Santie is currently Chancellor of the Nelson Mandela
Metropolitan University in Port Elizabeth and a non-executive
director of Tiger Brands and ImperialHoldings.
She served as an executive director of the MTN group
(2003 to 2010) and prior to that, of Absa Bank (1996 to 2003).
She commenced her career at Unilever, which culminated in
her appointment as Commercial Sales Director of VdB
Foodservice in 1996.
Santie has received a range of awards including Marketer of
the Year (Marketing Federation of South Africa, 2002)
and Business Woman of the Year (2010). Santie joined the
Famous Brands Limited board in June 2012.

Santie Botha (49)

Group Financial Director


FCIS, MBA
Norman joined Famous Brands in September 2012 asChange
Management Executive, responsible for managing and driving
the Fit 4 Purpose business model transformation intervention.
Norman is a 21-year veteran of SA Breweries Beer division,
where he held a number of executive positions in finance,
both locally and internationally. Prior to joining Famous Brands,
Norman founded and managed twoconsulting companies and
a software services company, all within the supply chain field.
Norman assumed the role of Group Financial Director from
1July 2013.

Norman Richards (60)

Famous Brands

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Leadership

Arlene Botha (51)

Darryl Denton (46)

Group Human Resources Executive

Group Manufacturing and Technical Executive

Arlene has extensive experience in the human


resources field, having started her career in the
brewing industry while completing her postgraduate
diploma in management human resources at Wits
Business School. She later joined the soft drinks
industry and thereafter spent some time with a
multi-national tobacco company, before joining
Famous Brands in October 2008.

Darryl has extensive experience in the manufacturing


field. Hebegan his career in the brewing industry in
which he served for 20 years. He subsequently
worked for five years inthe household and cosmetics
FMCG manufacturing field. He has a diploma in supply
chain management, as well as acertification in
production and inventory management. Darryl joined
Famous Brands in January 2013.

Mark Hedderwick (53)


Chris Botha (55)

Managing Executive Emerging Markets


Group IT Executive
Chriss career in information technology spans
30years, with 20 of those being in a senior
management role. During his career, he has facilitated
the design and implementation of business systems
for organisations operating in the financial, utilities,
mining and FMCG business space, including the
evaluation, selection and implementation of ERP
solutions. Before joining Famous Brands, Chris
managed his own IT consulting business for six years,
assisting clients to define their IT governance
frameworks based on King III and establishing IT
strategies to support business objectives. Chris was
appointed Famous Brands Group IT Executive
inJuly2012.

Famous Brands

Integrated Annual Report 2014


Page 10

Mark has extensive experience in the retail industry.


In 1989, he turned to mainstream food retail and
became one of the pioneering members of the Spar
groups entry into the Eastern Cape whereafter he
was appointed to the Spar National Guild board of
directors in 1995. In 2001, he and his family emigrated
to Perth, Australia, where they owned and ran a
franchised restaurant. Having returned to South Africa
in 2003, he rejoined the Spar group and was
appointed as Divisional Marketing and Merchandise
Director in the Eastern Cape region and subsequently
the Northern and Southern Inland regions. He joined
Famous Brands in March 2010 as Managing Executive
of the Wimpy brand. In March 2013, he was appointed
Managing Executive Emerging Markets.

Derrian Nadauld (41)

Managing Executive International Markets

Pedja Turanjanin (46)


Derrian joined Famous Brands in May 2000 as a
member of the Debonairs Pizza operations team.
Overthe past 12 years, he has held various
operational, management and executive roles within
Debonairs Pizza, Steers, Coffee Brands and Wimpy.
Between November 2008 and December 2011,
Derrian served as Managing Executive of Debonairs
Pizza and was appointed Managing Executive of
Wimpy in January 2012. In March 2013, he was
appointed Chief Marketing Officer. In March 2014,
hewas appointed Managing Executive International
Markets.

Geoff Pyle (50)

Group Procurement Executive


Pedja started his career in a family business with
hisfather, while studying engineering at Sarajevo
University. Upon arrival in South Africa in 1991, he
joined Steers Holdings. After starting at Steers
Restaurants he moved into operations and thereafter
into manufacturing and logistics. Pedja was appointed
Group Procurement and Quality Assurance Executive
and was later Managing Executive Developing
Brands and Markets. In November 2012, he moved
back into the position of Group Procurement
Executive.

Group Financial Executive and Company Secretary


Geoff completed his accounting articles at Ernst &
Young before qualifying as a Chartered Accountant
in 1991. From 1992 to 2006, Geoff was employed by
the Edcon group where he held various financial
positions including Group Executive Treasury. He is
well versed in all aspects of retail financial
management, including treasury, tax, management
accounting, company secretarial, insurance and risk
management. In the three years prior to his
appointment at Famous Brands in 2009, he managed
his own consultancy business.

Famous Brands

Integrated Annual Report 2014


Page 11

Chairmans statement

Overview
Almost 20 years ago, on 9 November
1994, Famous Brands listed on the
Johannesburg Securities Exchange (JSE)
at a price of R1.65 per share, equating
to a market capitalisation of R41 million.

O BE
PIC T IED
L
P
P
SU

The past two decades have witnessed


the Group expand almost beyond
recognition from the business it was
then comprising only the Steers brand
and a limited supply chain component,
to the enterprise it is today, with a
market capitalisation in excess of
R10billion, positioned within the JSEs
top 100 companies.
Famous Brands is also now proudly
Africas leading branded food services
franchisor with 18 restaurant brands
inour portfolio, a network of
2378restaurants across southern
Africa, the United Kingdom, India and
the United Arab Emirates, and a
vertically integrated food services
business model that includes
substantial logistics and manufacturing

Panagiotis Halamandaris, non-executive director

operations.
In this momentous anniversary year, it

20th anniversary of JSE listing


20-year compound growth in revenue of 22.4%
20-year compound growth in operating profit of 25.3%
20-year compound growth in earnings per share of 18.3%
20-year compound growth in dividends of 20.7%
20-year compound growth in share price of 23.4%
Board and management restructured for new era

gives me pleasure to report once again


on a performance which endorses
theGroups respected standing in the
industry and among its stakeholders.

Results
Revenue increased by 12% to
R2.83billion (2013: R2.52 billion), while
profit before tax improved 23% to
R567million (2013: R462 million).
Headline earnings per share grew 20%
to 406 cents per share (2013: 339 cents).

Famous Brands

Integrated Annual Report 2014


Page 12

Net interest paid decreased 19% to

Market recognition

improvement targets to attain a level 6

R3.2million (2013: R4.0 million), a

Once again we were honoured to

status. As current opportunities exist in

reflection of the Groups well-managed

receive accolades from both our

the elements of preferential

working capital cycle.

consumers, via a range of food service

procurement and employment equity,

industry awards, and from the financial

we are confident that this will be

Cash generated by operations before

market in the form of recognition in the

realised post confirmation of our

changes in working capital improved by

Sunday Times Business Times Top 100

audited financial results.

20% to R602 million (2013: R503 million).

Companies Survey and the Financial

Working capital requirements absorbed

Mails Top Companies Competition. In

Labour relations

R8 million (2013: R21 million) due to

the Business Times survey, the Group

Unionisation of employees within the

reduced bulk beef inventories.

was placed in fifth position for 2013 and

company continues to grow and is

achieved Royal Company status

currently at 71% of the bargaining unit.

After changes in working capital, cash

(awarded to companies which have

A national recognition agreement has

generated by operations increased by

been placed within the top 20 positions

been concluded between the Group

23% to a healthy R594 million (2013:

for three consecutive years). We were

and a majority union representing 68%

R482 million).

placed third in Financial Mails 2013

of our workforce. This agreement

competition, which follows on from our

governs the relationship between both

After tax payments of R167 million and

first place in 2012, a remarkable

parties and dictates the rules of

dividend payments of R271 million,

achievement given that very seldom

engagement. Despite increased tension

totalling R438 million (2013:

does any company feature in the top 20

in the broader South African industrial

R360million), net cash retained from

for two consecutive years, let alone in

relations arena during the year, the

operations grew to R152 million (2013:

the top three.

Groups relations with its labour force


remained cordial.

R119 million).
No bank finance was raised during the

Sustainability and
transformation

Human capital development

period (2013: R130 million) and loans of

Broad-based black economic

Famous Brands has embarked on a

R101 million were repaid.

empowerment

programme with the Nelson Mandela

The Group is currently investigating

Metropolitan University aimed at

Net capital expenditure of R112 million

opportunities to effect a broad-based

sourcing and developing talent in the

(2013: R162 million) was incurred on

black economic empowerment (BBBEE)

form of interns and graduate trainees.

acquisitions of businesses and

transaction which will enhance our

During the review period, two

associated companies, supply chain

progress in achieving transformation

engineering interns were seconded to

expansion, fleet upgrade and IT systems

targets. In this regard, management is

the Group, affording them a practical

enhancement.

inthe process of exploring optimal

opportunity to achieve their

relationships and structures.

qualification, while two graduates


(marketing and logistics) are undergoing

The Group is ungeared and has net


cash on hand of R26 million. This strong

Having achieved a level 7 BBBEE

a rigorous traineeship with a view to

position facilitates further growth,

compliance rating during the previous

future permanent employment.

whether by acquisition or organically.

financial year, we set stringent

Famous Brands

Integrated Annual Report 2014


Page 13

Chairmans statement continued

Directorate

Dividends and dividend policy

our employees for their unwavering

During the reporting period, several

The final gross dividend of 170 cents

dedication and enthusiasm, which

changes were made to the composition

per share, together with the interim

underpins our performance and the

of the board in line with the Groups

gross dividend of 130 cents per share,

respected status we enjoy in our

continued efforts to improve our

equate to total dividends of 300 cents

industry.

compliance with King III.

per share (2013: 250 cents per share)


declared for the year, an increase of

It is with heartfelt sincerity that I extend

Accordingly, in October 2013, I resigned

20%. The dividend has been declared

my gratitude to everyone who has been

my position as non-executive

from income reserves. The dividend

a part of the history of this Group and

Chairman, and our lead independent

cover is 1.35 times, and is considered

contributed to its success over the past

director, Santie Botha, was appointed as

sustainable in light of Famous Brands

two decades. Notable among them are

my successor in the position of

strong cash generating ability. In

our franchise and strategic alliance

Independent Chairman.

considering future dividend

partners, joint venture partners,

declarations, the board will be guided

institutional and individual

Hymie Levin retired as a non-executive

by the Groups cash requirements

shareholders, suppliers, financiers and

director in February 2014. Hymie has

based on future cash flow forecasts.

service providers. Your long-standing


loyalty has been invaluable.

served on and provided wise counsel to


the board since 1994 and I would like

Appreciation

tothank him for his invaluable

The past 20 years have been an

Finally, our business exists because of

contribution to Famous Brands.

extraordinary journey for Famous

our consumers your support has

Brands, myself, as Chairman over that

made Famous Brands the company it is

Khumo Shuenyane was appointed as

period, and for my fellow founding

today. We will continue to challenge

an independentnon-executive director,

shareholders who remain board

ourselves to ensure our offering

while ChrisBoulles status changed

members today. From its humble

remains your first choice.

from alternate non-executive director

origins in 1958, we are enormously

to non-executive director. Both

proud of the heights this company has

appointments were effective in

attained and even more excited about

February 2014.

the potential that lies ahead for this


business.

In addition to these board changes, a

Panagiotis Halamandaris

nominations committee was

Credit must be paid to our Group Chief

constituted during the period. This

Executive, Kevin Hedderwick, for

committees key roles include

hisexceptional leadership and to his

identification and evaluation of suitable

executive management team and all

candidates for appointment to the


board, as well as succession planning.

Famous Brands

Integrated Annual Report 2014


Page 14

Non-executive director

Message from Santie Botha, Independent Chairman

landscape. Critically, any such potential


opportunities will need to meet two
criteria: they must be synergistic with
Famous Brands core competencies;
and they must add significant value to
all stakeholders.
To carry this strategy forward, structural
changes have already been effected. As
at 1 March 2014, Chief Executive Kevin
Hedderwicks designation changed to
Group Chief Executive; his primary
responsibility is now Group strategy
with an overarching focus on future
growth of the business and unlocking
further value for stakeholders. Darren
Hele, formerly Chief Operating Officer,
has been appointed as Chief Executive
Officer Food Services, assuming
responsibility for the operational
component of the business previously
managed by Kevin. I am confident that
this new management structure will
optimise growth opportunities under
Kevins visionary leadership, while
ensuring that existing operations
continue to perform at their peak under
Darrens stewardship.

Outlook
Santie Botha, Independent Chairman

In my capacity as recently appointed


Independent Chairman of Famous
Brands, I follow in the footsteps of
someone who has not only steadfastly
chaired the Group since its listing in
1994, but was one of the original
founders of the company in the early
1960s. Panagiotis extensive and
long-standing contribution is
inextricably linked to the success of
thisbusiness.
I am delighted that we retain his
experience as a non-executive director
and I look forward to working closely
with him and my fellow board
members.
I am privileged to be entrusted with the
task of chairing the board as we guide
the business through its next chapter.

Step-change for the business


In an increasingly competitive
environment, and driven by the need to
ensure continued robust growth over
the next five years, a long-term
strategic programme has been
implemented across the Group, which
will effect a major step change in the
business.
This initiative will have its foundations
inthe Groups core competencies:
leadership, brands, manufacturing,
logistics and franchising, and will be
underpinned by the business strong
balance sheet.
The heart of the business, which is food
services, will continue to be expanded
through acquisitive, organic and
numeric growth, while additional
opportunities for expansion will be
explored in the broader leisure

We anticipate that the difficult trading


conditions experienced this year will
persist and possibly intensify. Subdued
economic growth, political uncertainty,
labour unrest and increased living costs
will have a negative impact on
consumer sentiment and spend, and
retailers will need to compete fiercely
to achieve real growth.
I am satisfied that Famous Brands
investment proposition, centred on
providing a holistic solution to
investment partners and consumers,
together with its planned strategic
initiatives aimed at boosting growth
position the Group well to optimally
manage future adverse conditions.

Santie Botha
Independent Chairman

Famous Brands

Integrated Annual Report 2014


Page 15

Group Chief Executives report

Year in review
Macro-economic environment
Confronted by continued economic
hardship, South African consumers,
specifically those in the middle-income
segment which comprises the bulk of
the domestic market, demonstrated
substantially reduced confidence levels
and restrained disposable income,
particularly during the second half of
the year.

Industry overview
Industry statistics reveal that 62.5% of
all South Africans aged 15+ visit quick
service (QS) and casual dining (CD)
restaurants at least once a month or
more, which is 13% higher than four
years ago. However, if this trend is
interrogated closely, the following
observations are evident,
contextualised by the subdued
economic environment experienced
during the year:
> While the overall percentage of
consumers eating out of home has
grown, more people are visiting QS
and CD restaurants less often, but
spending more on those occasions.
> Consumers sustained demand for
value offerings has promoted
increased competition among
industry participants and intensified
pressure on margins, resulting in
operators deviating from traditional
menu offerings and recognised meal
times to gain market share.

Kevin A Hedderwick, Group Chief Executive

Revenue up 12% to R2.83 billion


Profit before tax up 23% to R567 million
Operating margin at record high of 20.0% up from 18.5%
Headline earnings per share up 20% to 406 cents
Dividend up 20% to 300 cents per share
Market capitalisation exceeds milestone R10

billion

Long-term growth strategy implemented and gaining


momentum

Famous Brands

Integrated Annual Report 2014


Page 16

Notably, as global markets consistently


delivered pedestrian growth, South
Africa and the broader African
continent continued to attract
international players seeking expansion
opportunities. This trend is expected to
persist and will have an important
impact on the industry landscape in
future.

Review of the Groups


performance

Divisional report
Franchising

In my 2013 report I noted that our


stated goal is to become Africas first
choice integrated branded food
services franchisor by 2015 by building
capability across our brands, logistics
and manufacturing operations,
providing a holistic solution to our
investment partners and consumers.

The Groups Franchising division


comprises three regions, namely: South
Africa, Rest of Africa and international
(United Kingdom (UK), Middle East, India
and Mauritius).

It is therefore very satisfying to report


on a year which featured not only
strong results but also substantial
progress made on the programmes
which will achieve this goal and drive
the Groups future growth trajectory.

System-wide sales across the Groups


franchise network grew 13.0%, while
like-on-like sales increased 6.7%.
Across the brand portfolio, the Group
opened 165 new restaurants and
revamped 185.
Each of the three regions is reported
onseparately below.

In this regard, the implementation


ofour Group-wide business
transformation programme, Fit 4
Purpose, was successfully concluded
during the period. This initiative centres
on Famous Brands getting closer to our
two key stakeholders our customers
(franchise partners) and our consumers,
and has already started delivering
results in line with our projections.

South Africa
Overview
Revenue increased 13% to R538 million
(2013: R477 million), with operating
profit rising in line with turnover growth
to R325 million (2013: R287 million). The
operating profit margin improved to
60.4% from 60.1% in the prior year.

Results

System-wide sales, including new


restaurants opened, increased 11.4%,
while like-on-like sales grew 5.8%.

In our 13th consecutive year of


reporting record turnover and profit,
Group revenue increased by 12% to
R2.83 billion (2013: R2.52 billion), while
operating profit grew 21% to
R566million (2013: R466 million). The
operating margin attained a record high
of 20.0%, up from 18.5% in the prior
year, and one year ahead of plan. This
improvement is a remarkable
achievement given higher input costs,
and is a reflection of increased
system-wide sales, intensive cost
containment and improved efficiencies
across the business.

Market penetration
During the period, 144 restaurants were
opened locally and 181 were revamped.
Although this performance was behind
target, management is cognisant that
implementation of the Fit 4 Purpose
project and the general economic
slow-down were contributing factors.
An increase in commercial
development activity was experienced
and the Group now has a significant
presence in a range of new malls
including Cradlestone (Johannesburg),
Dihlabeng (Bethlehem), Secunda Mall
and Kalahari Mall (Upington). We
anticipate that, while future growth
from new mall activity will be lower
than previous years, we are optimistic

that our focused approach on entering


new markets where we have little or no
presence will prove rewarding.
The strategic relationships with our
petroleum partners remained strong.
During the period, a number of Wimpy
restaurants on key Engen sites were
revamped, while the Shell Ultra City
upgrade programme has enabled us to
showcase four of our brands at the
reopened Middelburg Ultra City.

Brand highlights
Mainstream brands
Solid performances were reported
across the portfolio:
> While the Groups mother brand,
Steers, delivered slower growth for
the period contained by intense
competitor pricing, the brand has
embarked on an aggressive
programme to defend and gain
market share. Steers has also
recently launched a flame-grilled
chicken offering, which has been
very well accepted and at present
accounts for on average 10% of sales.
> Wimpy continues to hold its coffee
and breakfast category leadership
position despite the warzone
environment of this market segment.
The brand is currently the subject of
a 360 degree review strategy
designed to position it for long-term
category pre-eminence. In a first for
the Group, Wimpy was awarded the
food service licence at Pretoriuskop,
Satara and Letaba in the Kruger
National Park.
> Debonairs Pizza reported another
year of strong growth, recording an
increase of 18.6% in customer count,
largely due to the appeal of its
innovative product and use of
technology, as well as increased
consumption in the lower LSM
market segment. The brand will
exceed the 500 restaurant milestone
this year, which is phenomenal given
its age.

Famous Brands

Integrated Annual Report 2014


Page 17

Group Chief Executives report continued

> Despite the slow-down in the CD


category, Mugg & Bean reported a
7% growth in customer count. The
brand proved resilient in the face of
aggressive competitive pricing
strategies primarily due to ongoing
product innovation and generous
meal portions. Mugg & Beans
restaurant network now exceeds 150;
among its new markets are the
Lower Sabie and Olifants camps in
the Kruger National Park.
> FishAways continued to deliver
stellar results in the growing seafood
QS restaurant segment. Robust
organic and numeric growth were
underpinned by a 20.7% increase in
customer count. This growth was
largely fuelled by the brands
premium quality positioning relative
to other fish and chip shop
competitors.
Emerging brands
The Groups recently acquired and
emerging brands continued to gain
traction in their respective markets and
play an important role in bolstering the
mainstream brand portfolio.
Under a restructured, specialist
management team, Vovo Telo
continues to grow and gain interest
from consumers, landlords and
investors. The brands maiden entry into
KwaZulu-Natal, featuring a new format
design restaurant in Umhlanga, has
attracted rave reviews.
Europa and Fego Caff have both
undergone reformatting since
acquisition and the positive response to
their revamp programme has gained
good momentum during the review
period. Fegos partnership with Shell
Ultra City at a trial site in Middelburg
has been very successful and augurs
well for future collaboration.
Net Cafs roll-out across the Netcare
group continues to progress well, with
seven existing unbranded sites
converted to the brand during the year.
Post conversion, Net Caf offerings
have recorded double-digit turnover
growth and in some cases doubled
their turnover.

Famous Brands

Integrated Annual Report 2014


Page 18

The Groups specialist bakery and


delicatessen offering, The Bread
Basket, has been reformatted and
scaled-down to present an improved
investment proposition for potential
new franchisees. This express format
design will be taken to market in the
forthcoming period.
Roll-out of Turn n Tender has been
restrained while the offering underwent
fine-tuning. It is expected that growth of
this brands footprint will gain traction
in the year ahead.
Brand rationalisation
In line with the Groups stated best-inclass strategy, management
continuously re-evaluates its brand
repertoire to ensure the portfolios
relevance. In this regard, the Juicy Lucy
and Blacksteer Home of Shisanyama
brands were exited, while House of
Coffees, Brazilian Caf, and McGintys
were scaled back. The contribution of
these brands to Group turnover and
profitability is negligible.
Building brand capability
In the forthcoming period, priority
initiatives will include concluding and
taking to market the re-engineered
Wimpy brand and repositioned Steers
brand, and continuing to exploit the
potential of Debonairs Pizza as per
capita consumption in the pizza
category continues to grow in parallel
with that of the chicken category.
An ambitious target of 243 new
restaurants has been set for the year
ahead.
Subsequent event
Acquisition of Wakaberry Frozen
Yoghurt Bar
With effect from 1 April 2014, the
Groupacquired a 70% stake in the
Wakaberry Frozen Yoghurt Bar
business (Wakaberry), the pioneer
and brand leader in the frozen yoghurt
category in South Africa. Established in
2011 in Durban, this first-to-market,
self-serve frozen yoghurt brand
currently consists of 33 franchised
stores extending across eight provinces.

We anticipate that by June 2014, the


total network will comprise 40+
restaurants, with further openings
scheduled for the balance of the year.
This acquisition will add capacity to our
best-in-class brand portfolio at the
front-end of the business, while
simultaneously adding volumes at
theback-end through integration into
the supply chain.
The purchase consideration fell below
the threshold of a categorised
transaction in terms of the Listings
Requirements of the JSE Limited and
was settled from cash reserves.
Rest of Africa
Overview
The Group has traded in this region for
almost 20 years and has a presence in
14 countries. We have ambitious and
deliberate plans to grow our business
outside of South Africa, and foresee
ouroperations in the Rest of Africa
becoming increasingly significant to
theGroup over time.
This division reported an increase in
system-wide sales of 32.5%, while
like-on-like sales grew 17.9%. The Rest
of Africa region now comprises 8.5% of
total system-wide sales.
Noteworthy among the brands
represented in this region, Debonairs
Pizzas growth continued to surge,
recording like-on-like turnover of 26.3%,
while Mugg & Bean has attracted strong
consumer interest which has stimulated
master licensee and franchise
enquiries.
Market penetration
During the period, 16 new restaurants
were opened and four revamped.
Acquisition of 49% stake in UAC
Restaurants Limited
Effective as at 1 October 2013, the
Group concluded an agreement with
UAC of Nigeria plc, a leading diversified
conglomerate, to acquire a 49% stake in
their hitherto wholly owned company,
UAC Restaurants Limited (UACR), which
houses the flagship Mr Biggs brand,

the single-largest food franchise brand


in Africa, north of the South African
border. UACR comprises 165 franchised
restaurants across Nigeria and a small
logistics and manufacturing
component.
The acquisition was funded out of cash
reserves and fell below the threshold of
a categorised transaction in terms of
the Listings Requirements of the JSE
Limited.
This transaction is in line with our
first-to-market strategy and boosts
our goal to meaningfully expand our
presence in the broader African QS
restaurant market, a burgeoning,
low-consumption per capita sector.
During the period, stabilisation and
consolidation of the MrBiggs network
commenced, and Famous Brands best
operating practices are in the process
of being implemented acrossthe
business.
The Group plans to grow this footprint
in Nigeria by 10 restaurants this year.
Building brand capability
The Group will continue to build on
existing momentum in the region in line
with its first-to-market and narrow-anddeep strategy.
Across the focused Rest of Africa brand
repertoire, the plan is to open 41 new
restaurants this year and to enter
Angola and Ghana, where we currently
do not have representation.
International
United Kingdom
Overview
Weak economic growth exacerbated by
adverse climatic conditions reduced the
trading environment in the QS and CD
categories in the UK to one of the most
competitive globally. Statistics reveal a
mere 1.7% increase in sales and an
increase in visits of 0.9% across the
industry for the period.
Notwithstanding this context, the
Groups operation recorded one of its

best ever results a reflection of the


successful campaign to deliver
improved value across the offering, as
well as the decision to compete more
aggressively in the previously neglected
breakfast segment. The significantly
better-managed cost base was also an
important contributor to the improved
results.
Revenue Sterling decreased by 6%,
while revenue in Rand terms improved
11% to R92 million (2013: R83 million).
Operating profit rose to R13 million
(2013: R5 million) as no repeat
impairment of the UK goodwill was
required.
The operating profit margin grew
strongly to 14.0% from 6.5% in the
prioryear.
Market penetration
During the period, the Group opened its
first Steers UK restaurant, situated in
Clapham, London. Initial turnover
reported exceeded all expectations, but
has declined in the interim, attributable
to severe weather conditions and our
underestimating the UK consumers
preference to be seated when
consuming QS restaurant meals. Given
the premium cost of retail space in this
market, we are addressing this
challenge through future store designs.
Three restaurants were added to the
Wimpy network during the year.
Building brand capability
The existing Wimpy Twickenham
restaurant will be converted to the
Steers brand in June and an additional
new Steers restaurant is planned for
later in the year. Two new Wimpy
restaurants are also planned for the
forthcoming period.
India
The Group opened its pilot Debonairs
Pizza restaurant in Mumbai in July 2013,
in collaboration with our master licence
partner, Diwa Hospitality Private
Limited. A further restaurant has
subsequently also been opened in

thecity. Management is satisfied with


the progress delivered by these
restaurants, and recognises that
expansion in this market will be slow
but steady.
Middle East
We have established a strong platform
for growth in the Middle East and North
Africa regions with the signing of a
master licence agreement for Saudi
Arabia, Lebanon, Morocco, Iran and
Egypt. The agreement applies to our
Steers, Wimpy and Debonairs Pizza
brands in all of these countries, as well
as our Mugg & Bean brand in Morocco
and Egypt.
This agreement has been concluded
with Xcelium, a bespoke food services
business created by parent company,
Xcelium Holdings LLC, domiciled in
Lebanon, and a leading developer of
telecommunications in Africa.
The Groups premium offering, tashas,
will open its first international
restaurant in Dubai in June.
Domestically, this brand consistently
proves that those consumers who have
money to spend continue to do so;
tashas delivered 20% like-on-like
growth for the period. We anticipate a
similarly positive response from the
affluent consumers which the Dubai
restaurant will serve.

Supply chain
The Groups supply chain comprises
itsLogistics and Manufacturing
businesses, which are managed and
measured separately.
The results delivered by both divisions
were extremely pleasing. Consolidated
revenue increased by 12% to
R2.15billion (2013: R1.92 billion), while
operating profit rose 27% to
R204million (2013: R161 million). The
operating margin was 9.5% up from
8.4% in the comparative period.

Famous Brands

Integrated Annual Report 2014


Page 19

Group Chief Executives report continued

Divisional report
Logistics
A key component of the Fit 4 Purpose
programme was closer alignment of
our Franchising and Logistics
businesses. The six distribution centres
established to support the franchise
operations all delivered strong growth,
exceeding for the first time the
milestone R2.0 billion mark, which is an
improvement of 12% over the prior
year. This result is in line with our
brands system-wide sales growth,
together with the additional turnover
derived from growing the basket of
products supplied to our franchisees.
The divisions operating profit improved
29% to R82 million, while a best ever
operating margin of 4.0% (2013: 3.5%)
was reported despite a contextual
environment characterised by aboveinflation increases in labour and diesel
and the impact of e-toll costs.
This division reported a number of
highlights for the period, including:
> The relocation of our Eastern Cape
distribution centre to a new worldclass facility at the Coega
Development Zone;
> The advancement of phase 2 of the
owner-driver programme, whereby
drivers are empowered to acquire
their own vehicles; and
> The introduction to the Gauteng
region of FLO, a routing and
scheduling software programme
which will transform and add
efficiencies to these disciplines.
Capital expenditure of R8 million was
employed on new and replacement
fleet and warehouse racking.

Building logistics capability


The following capability enhancing
projects will be prioritised in the
forthcoming period:
> The owner-driver programme which
extends across three of the six
distribution facilities, has increased
its contribution of cases delivered to
40.2% of all cases compared to 26.8%
in the prior year. This contribution is
expected to continue to grow in the
forthcoming period;

Famous Brands

Integrated Annual Report 2014


Page 20

> A robust review of the Groups


capacity at Midrand factoring into
consideration the possible take-back
of frozen product distribution for
Wimpy in Gauteng;
> Roll-out of a demand replenishment
planning programme which will be
implemented across the Group; and
> National roll-out of the FLO software
programme to enhance routing and
scheduling across the business.
Capital expenditure of R8 million has
been budgeted for the forthcoming
period.

Divisional report
Manufacturing
This division reported very creditable
results for the period, attributable to
significant improvements in yields and
efficiencies and substantial savings on
utilities usage.
Revenue increased by 30% to
R927million (2013: R715 million), while
operating profit improved by 25% to
R122 million (2013: R98 million). The
divisions operating margin declined to
13.1% (2013: 13.6%) due to deliberate
margin absorption in the sauce and
spice plant, meat processing plant and
ice-cream plant, in line with the Groups
strategy to support franchisees value
offering to consumers.
These results include the full-year
contribution of Famous Brands Coffee
Company for the first time and take-on
of additional franchised brand coffee
business. In addition, the Coega Cheese
business was successfully turned
around after initial start-up
shortcomings and produced an
improved performance in the latter six
months of the year.
A range of integration projects were
successfully concluded during the
period, including:
> Turn n Tender sauce products into
Famous Brands sauce and spice
plant;
> Various speciality bread products into
the Famous Brands Great Bakery
Company; and

> Steers (sirloin) business into the


Famous Brands Choice Meats
Company.
In addition, Mugg & Beans retail
products were launched during the
period.
Capital expenditure of R23 million was
incurred in the period, primarily relating
to new equipment installed to increase
capacity in the sauce, meat and coffee
plants.

Building manufacturing
capability
A range of capacity and capability
building projects will be implemented
over the next year aimed at leveraging
opportunities in the supply chain.
Among them are:
> expanding Famous Brands Coffee
Companys range to include espresso
capsules;
> preparing for take-on of the
manufacture of frozen yoghurt
product for Wakaberry;
> expanding the supply of product from
our Famous Brands Great Bakery
Company and Famous Brands Choice
Meats Company to parts of the
franchised network;
> optimising the contribution from and
profitability of Coega Cheese; and
> commissioning of the pastry
manufacturing plant in Lagos to
service the Mr Biggs network.
Capital expenditure of R18 million has
been budgeted for in the forthcoming
period.

The future
Building Group capability
In the Chairmans statement, reference
was made to the major step-change
strategy we have crafted to ensure the
Groups continued vigorous growth in
future years.
This strategy centres on cautious
expansion into the related leisure
sector by leveraging Famous Brands
core competencies: leadership, brands,
manufacturing, logistics and retail, and

will be underpinned by the Groups


strong balance sheet.
Integral to this strategy is the continued
growth of the Groups bedrock Food
Services business through organic,
numeric and acquisitive growth of
franchising; downstream growth
through expansion of logistics and
manufacturing services and products;
and upstream growth through
expanding our retail range.
When exploring potential prospects to
enter the leisure sector, we will ensure
that our key priorities are to identify
synergistic opportunities which grow
our existing business, enhance
shareholder value, and ensure
continued market confidence.
Structural changes have been
implemented to facilitate this business
evolution. Darren Hele, formerly Chief
Operating Officer, has been appointed
Chief Executive Officer Food Services
and will henceforth manage the
operational component of the business,
a job he is eminently well qualified to
do, having been with the Group at a
senior level since the acquisition of the
Pleasure Foods business in 2003.
Darrens move will enable me to focus
more keenly on pursuing growth
opportunities for theGroup.

Prospects
Unchanged from recent years, we
anticipate the period ahead to feature
intense competition as operators strive
to retain and gain market share; new
and non-traditional participants joining
the industry will exacerbate this
competitiveness. Value and quality will
remain the key drivers of growth as
cash-strapped consumers selectively
spend reduced disposable income,
while innovative marketing will afford
an important strategic advantage in
creating top-of-mind awareness. Margin
pressure, which has been the
watchword for several years, will
become more acute, both at Group and
franchisee level.

Rapid urbanisation and the emergence


of fast-growing economies in a number
of sub-Saharan countries will ensure
that the Rest of Africa remains an
appealing expansion prospect for South
African and international players. In this
regard, the race to be first-to-market
will intensify. The Groups long-standing
experience, sought-after brands and
solid partnerships in the region will
continue to facilitate its strong position.
Finally, I am confident that our cash
generative, integrated business model
ensures that Famous Brands will
continue to satisfy all stakeholders as
we build further capability across the
Group through our existing business
and explore new opportunities in the
leisure sector to optimise our growth
prospects.

Appreciation
Once again my extraordinary team has
proved equal to the challenging
environment in which we operate. The
executive management, ably supported
by our staff across the Group, have
delivered an impressive performance,
both in terms of the results we have
reported and their commitment to
implementing our programmes and
initiatives which will transform the
Group.

I would also like to extend my gratitude


to our petroleum partners, suppliers,
financiers, property developers and
landlords for their continued support.
This has been a pivotal year in shaping
Famous Brands future and my fellow
board members have provided
invaluable input into the strategic
process. I appreciate their guidance.
During the period, we co-opted new
joint venture partners and I would like
to take this opportunity to formally
welcome them into the Famous Brands
family.
To our customers who are the lifeblood
of the business, the competitive
environment presents a proliferation of
offerings and options, and we would
like to thank you for recognising and
rewarding our ever-expanding bouquet
of best-in-class brands.

Kevin A Hedderwick
Group Chief Executive

I would like to make special mention of


Darren Hele, who has worked closely
with me over the past decade and
whose appointment as Chief Executive
Officer Food Services is well deserved
and a reflection of our confidence in his
abilities.
Our franchise partners have been
enthusiastic regarding our strategy to
forge closer ties with them. The good
progress made and sound results
delivered are indicative that this
strategy will continue to be of mutual
benefit to all parties and I would like to
thank them for their commitment.

Famous Brands

Integrated Annual Report 2014


Page 21

Building logistics
capability
Famous Brands

Integrated Annual Report 2014


Page 22

Famous Brands

Integrated Annual Report 2014


Page 23

Six-year review

Growth %*

2014

2013

2012

2011

2010

2009

R000
R000
%
R000
R000
R000
%
R000

2 825 979
565 517
20.0
405 460
593 559
603 943
98.3
401 942

2 516 287
465 842
18.5
331 052
482 279
499 397
96.6
330 188

2 155 615
412 656
19.1
268 054
398 710
441 692
90.3
267 438

1 878 036
358 453
19.1
230 999
396 929
384 486
103.2
230 502

1 684 840
307 947
18.3
191 640
351 961
331 572
106.1
194 307

1 549 244
261 916
16.9
147 902
277 184
281 806
98.4
150 283

R000
R000
R000
R000

1 692 839
1 234 948
1 300 070
(25 699)

1 510 467
1 000 088
1 152 796
81 091

1 221 169
840 370
985 227
81 572

1 139 312
708 594
871 200
101 389

1 070 829
583 926
815 363
160 665

1 052 208
492 291
796 089
225 286

%
%
%
times
times
%

35.3
46.1
36.0
2.3
176.1
(2.1)

34.1
43.6
35.9
2.4
117.4
8.1

35.0
44.5
34.5
2.3
38.7
9.7

32.4
42.5
35.7
2.2
24.0
14.3

29.0
38.2
36.1
2.1
14.9
27.5

27.4
37.4
33.4
2.2
5.9
45.8

cents
cents
cents
times
cents
cents

405.9
406.2
300
1.4
367
1 244

337.6
339.1
250
1.4
204
1 022

277.6
278.3
200
1.4
151
874

241.8
242.0
155
1.6
51
740

202.5
205.6
114
1.8
(31)
615

159.3
159.2
76
2.1
(71)
521

cents
cents
cents
%
%
times

9 700
11 095
8 072
3.1
4.2
23.9
99 242 435

8 350
8 350
4 431
3.0
4.1
24.6
97 827 435

4 405
4 650
3 510
4.5
6.3
15.8
96 192 435

3 850
4 525
2 456
4.0
6.3
15.9
95 817 596

2 560
2 560
1 325
4.5
8.0
12.5
94 894 596

1 475
1 800
1 200
5.2
10.8
9.3
94 448 096

Rm

9 627

8 169

4 237

3 689

2 429

1 393

Statement of profit or loss and other


comprehensive income and cash flows
Revenue
Operating profit before impairment losses
Operating profit margin
Profit after taxation
Cash generated by operations
EBITDA
Cash realisation rate
Headline earnings for the year

12.8
16.6

21.7

Statement of financial position


Total assets
Total equity
Net assets
Net debt

20.2

Profitability and asset management


Return on total assets
Return on net assets
Return on equity
Net asset turn
Interest cover
Net debt/equity

Shareholders ratios
Earnings per share
Headline earnings per share
Dividends per share
Dividend cover
Net tangible asset value per share
Net asset value per share

31.6

Stock exchange statistics


Market value per share
at year end
highest
lowest
Closing dividend yield
Closing earnings yield
Closing price to earnings ratio
Number of shares issued
Market capitalisation

47.2

*Five-year compound growth % p.a.

Definitions
Basic earnings per share: Net profit for the year divided by the weighted average number of
ordinary shares in issue during the year.

Closing price to earnings ratio: Market value per share divided by headline earnings per
share at year end.

Cash generated by operations: Comprises cash receipts from customers less cash paid to
suppliers and employees as reflected in the statement of cash flows.

Dividend cover: Headline earnings per share divided by dividends per share declared out of
earnings for the year.

Cash realisation rate: This ratio is calculated by expressing cash generated by operations as
a percentage of EBITDA and reflects the proportion of cash operating profit realised after
working capital movements.

EBITDA: Earnings before interest, taxation, depreciation, amortisation and impairment losses.

Closing dividend yield: Dividends per share as a percentage of market value per share at
year end.
Closing earnings yield: Headline earnings per share as a percentage of market value per
share at year end.

Famous Brands

Integrated Annual Report 2014


Page 24

Headline earnings: Net profit for the year adjusted for profit/loss on sale of property, plant
and equipment, investments and impairment losses.
Headline earnings per share: Headline earnings divided by the weighted average number of
ordinary shares in issue during the year.
Interest cover: Operating profit divided by net interest paid. (Measures the capability to
service borrowing obligations from current profit.)

Value added statement


for the year ended 28 February 2014

2014
R000

2013
R000

Wealth created
Turnover
Cost of materials and services
Share of profits from associates
Other income

2 825 979
(1 879 944)
5 140
9 223

2 516 287
(1 714 938)

5 499

960 398

100

806 848

100

Employees
Salaries, wages and related benefits

342 092

36

301 952

37

Providers of capital
Dividends to shareholders
Interest paid on borrowings and finance charges

270 946
12 435

Wealth distributed

223 748
9 468

283 381

29

233 216

29

161 985

17

130 821

16

Government
Company tax

Wealth retained for replacement of assets and


futuregrowth
Amortisation of intangibles, depreciation of property, plant and
equipment
Retained income

38 426
134 514

33 555
107 304

172 940

18

140 859

18

960 398

100

806 848

100

The value added statement shows the wealth that the Group has created through its activities and how this wealth has been
distributed to stakeholders. The statement reflects the amounts retained and reinvested in the Group for the replacement of
assets and the development of future operations.
.........................................................................................................................................................................................................................................................................................................................

Wealth distribution

18%
36%
17%

2014

Employees
Providers of capital
Government
Retained for future growth

29%

18%
37%
16%

2013

29%

.........................................................................................................................................................................................................................................................................................................................

Definitions continued
Net assets: Total assets other than cash, bank balances and deferred tax assets less
interest-free trading liabilities.

Operating profit: Profit before impairment losses, interest and taxation.

Net asset turn: Revenue divided by average net assets.

Operating profit margin: Operating profit as a percentage of revenue. (Measures the return
on revenue of the operating activities of the Group.)

Net asset value per share: Ordinary shareholders equity divided by number of shares
in issue.

Return on equity: Headline earnings as a percentage of average shareholders interest.


(Measures the return earned on the capital provided by the shareholders.)

Net debt: Total interest-bearing borrowings less cash. It is calculated by adding current and
non-current interest-bearing borrowings and bank overdrafts and deducting positive cash
balances.

Return on net assets: Operating profit as a percentage of average net assets. (Measures the
effectiveness with which net assets were utilised.)

Net tangible asset value per share: Ordinary shareholders equity less intangible assets
divided by the number of shares inissue.

Return on total assets: Operating profit as a percentage of average total assets. (Measures
the effectiveness with which the total assets were utilised.)

Famous Brands

Integrated Annual Report 2014


Page 25

Corporate governance and sustainability report

This corporate governance and


sustainability report is presented to
illustrate to shareholders how the
company:
> applies the principles of good
corporate governance;
> manages risk;
> considers its ongoing sustainability;
and
> invests in the wellbeing of its people
and society.
The board of directors of Famous
Brands is fully committed to business
integrity, fairness, transparency and
accountability in all of its activities. In
support of this commitment, the board
subscribes to sound corporate
governance in all aspects of the
business and to the ongoing
development and implementation
ofbest practices. In addition, a code
ofethics, which seeks to raise the
ethical awareness of conducting
business, is in place. Other than as
explained in the tables on pages 36 and
37, the company complies with the
Listings Requirements of the JSE Limited
(JSE Listings Requirements). Famous
Brands generally embraces the
principles incorporated in the Code of
Corporate Practices and Conduct
outlined in the third King Report (King III)
and our conduct is usually based on
those principles. The board, which
includes founding shareholders and
long-serving directors, does not meet
the independence criteria of King III
(refer to the explanatory note on page
36). We believe the individual members
apply their minds independently,
comply with the Companies Act of
South Africa, and act in the interests of
all shareholders motivated also by their
personal shareholdings in the company.
Their leadership, wise counsel and
in-depth knowledge are all attributes
that add value to the deliberations of
the board. Our Integrated Annual Report
deals with most of the requirements of
an integrated report as required by King
III but there is limited detailed reporting
on our impact on the environment. This
is because the board believes that our
activities do not severely impact the
environment nor threaten the
sustainability of either the companys

Famous Brands

Integrated Annual Report 2014


Page 26

existing operations or the environment


which future generations will inherit.

The board
During the year under review, the board
of Famous Brands underwent
significant changes, which include:
> Mr P Halamandaris stepped down as
non-executive Chairman effective
23October 2013;
> Ms SL Botha, previously the lead
independent director was appointed
as Independent Chairman effective
23 October 2013;
> Mr HR Levin retired from the board
on 27 February 2014;
> Mr CH Boulle, previously alternate
non-executive director was
appointed as a non-executive
director on 27 February 2014;
> Mr K Shuenyane was appointed as
independent non-executive director
on 27 February 2014; and
> The Group Financial Director (FD),
MrSJ Aldridge, retired on 30 June
2014 and was replaced by
MrNSRichards.
These changes have significantly
enhanced the independence of the
board in terms of the King III
requirements. Certain of the founding
shareholders occupy non-executive
positions on the board. There is a clear
balance of power and authority to
ensure that no single director has
unfettered powers in decision making.
The primary functions of the board,
which is governed by a charter, are to:
> review and approve corporate
strategy;
> determine the Groups purpose and
values;
> retain full and effective control of the
Group;
> approve and oversee major capital
expenditures, acquisitions and
disposals;
> review and approve annual budgets
and business plans;
> monitor operational performance and
management;
> endeavour to ensure that information
technology (IT) governance is
appropriate for the size and
complexity of the business;

> endeavour to ensure that the Group


complies with sound codes of
business behaviour;
> endeavour to ensure that appropriate
control systems are in place for the
proper management of risk, financial
control and compliance with all laws
and regulations;
> appoint the Group Chief Executive
(Group CE) and ensure succession
planning for executive management
is in place;
> regularly identify and monitor key risk
areas;
> oversee the companys disclosure
and communication process; and
> ensure that enlightened practices are
in place to attract talent and provide
meaningful employment in a
transforming society.
The board met four times during
thepast financial year. Details of the
directors in office during the year and
their attendance at board and
committee meetings are set out on
page 30.
There are no service contracts with
non-executive directors. Executive
directors service agreements may be
terminated with three months notice.
In terms of the memorandum of
incorporation, not less than one-third of
the non-executive directors have to
retire on a rotational basis each year at
the companys annual general meeting
(AGM). The retiring directors are those
who have been the longest in office.
The retiring directors may offer
themselves for re-election. The
appointment of new directors is subject
to confirmation by shareholders at the
first AGM after their appointment.
Biographical details of all directors are
set out on pages 6 to 9 of the Integrated
Annual Report.
The daily management and
administration of the Groups affairs is
the responsibility of the Group CE. In
addition to the board charter, he is
guided by an approvals framework,
which sets out the respective
responsibilities of the board and
executive management.

All directors have access to the advice


and services of the Company Secretary.
In appropriate circumstances, they may
seek independent professional advice
about the affairs of the company at the
companys expense. The director
concerned would initially discuss and
clear the matter with the Chairman or
the Company Secretary unless this
would be inappropriate.
A nominations committee responsible
for appointments to the board has been
constituted. Appointments to the board
are made in a formal and transparent
manner and are a matter for the board
as a whole. The committee comprises
all non-executive directors as identified
on pages 6 to 9 and they are guided by
an approved policy document. Taking
into consideration theskills and
expertise necessary on the board, any
of the directors may propose an
individual to serve on the board. Such a
nomination will only be effective once
approved by a majority of directors
passed in a properly constituted
manner. Appointments made by the
directors require approval by
shareholders at the next AGM.
An orientation and induction
programme for directors is in place.
Directors have unrestricted access to
company information and records.
Procedures are in place to address
situations where directors may have
aconflict of interest. A register of
directors declarations of interests is
maintained.

Company Secretary
Mr JG Pyle (CA)SA held office as
Company Secretary throughout the
year and maintained an arms length
relationship with the board. The board
considers him to be suitably competent
and qualified to fulfil the role. His
biographical details and curriculum
vitae (CV) are set out on page 11 of this
Integrated Annual Report. Mr Pyle
resigned from the company with effect
from 31 July 2014.

Board sub-committees
To enable the board to discharge its
numerous responsibilities and duties,
certain of these responsibilities have
been delegated to board committees.
The following committees have been
constituted:
> Audit committee;
> Remuneration committee;
> Social and ethics committee; and
> Nominations committee.
Charters approved by the board govern
the activities of these committees. All
are chaired by non-executive directors
and are directly responsible to the
board, which retains ultimate
responsibility.
Audit committee
The audit committee consists of three
non-executive directors and meets at
least twice a year. Mr HR Levin retired
as Chairman and member of the audit
committee on 27 February 2014.
Subsequently, MrKShuenyane was
nominated by the board as a member
of the audit committee and accepted
the nomination on 15 May 2014.
Shareholders will be asked to approve
his appointment to the audit committee
at the AGM to be held on 24July 2014.
Independent non-executive directors
will then comprise a majority of
committee members.
The Group CE, Group FD, as well as
internal and external auditors attend
meetings as invitees. The committee is
entirely satisfied with the competence
and expertise of the Group FD and has
reported as such to the board, which
endorses the recommendation. The
committee provides support to the
board on good corporate governance
and on the risk profile and risk
management of the Group. Both
internal and external auditors have
unfettered access to the Chairman of
the audit committee. The role of the
committee is, inter alia:
> to review the effectiveness of the
Groups systems of internal controls,
including financial controls and
business risk management, and to

>

>

>

>

>
>

>

endeavour to ensure that effective


internal control systems are
maintained;
to satisfy itself of the expertise,
resources and experience of the
companys finance function;
to monitor and supervise the
effective functioning and
performance of the internal audit
function;
to ensure that the scope of the
internal audit function has no
limitations imposed by management
and that there is no impairment of its
independence;
to evaluate the independence,
effectiveness and performance of the
external auditors and obtain
assurance from the auditors that
adequate accounting records are
being maintained;
to appoint the external auditors on
an annual basis;
to ensure that the respective roles
and functions of external audit and
internal audit are sufficiently clarified
and co-ordinated; and
to review financial statements and
the Integrated Annual Report for
proper and complete disclosure of
timely, reliable and consistent
information and to confirm that the
accounting policies used are
appropriate.

Remuneration committee
The charter of this committee provides
for at least three members of which the
majority must be non-executive. The
Chairman, Mr B Sibiya, is a nonexecutive director. The committee
meets three times a year.
The key mandate of the committee is
tocompile emolument proposals in
accordance with the Groups
remuneration strategy. This is designed
and tailored to:
> continue to attract, retain and
motivate executives of the highest
calibre;
> enable the Group to remain an
employer of choice; and
> ensure a blend of skills that
consistently achieves predetermined
business objectives and targets.

Famous Brands

Integrated Annual Report 2014


Page 27

Corporate governance and sustainability report continued

The committee approves the


appointment terms and remuneration
for all executive directors. It is
also responsible for making
recommendations to the board on
all fees payable by the company to
non-executive directors for
membership of both the board and
sub-committees. Impartial directors
consider such recommendations prior
to submission to shareholders for
approval.

>

>

The committee plays an integral role


insuccession planning, particularly in
respect of the Group CE and executive
management.
>
Social and ethics committee
The social and ethics committee
comprises a non-executive Chairman,
Mr C Boulle, two executive directors
and the Transformation Manager. In
addition to performing the secretarial
function for the committee, the
Company Secretary also actively
participates in the deliberations of
themeeting, which is also attended by
the Human Resources Executive. The
committee meets at least three times a
year and its charter includes the
following duties:
> Review and approve the policy,
strategy and structures to manage
social and ethics issues within the
Group;
> Oversee the monitoring, assessment
and measurement of the companys
activities relating to good corporate
citizenship, including the Groups
promotion of equality, prevention
ofunfair discrimination, reduction of

Famous Brands

Integrated Annual Report 2014


Page 28

>

>

>

>

corruption, contribution to
development of the communities in
which its activities are predominantly
conducted or within which its
services are predominantly marketed,
and record sponsorship, donations
and charitable giving;
Review the adequacy and
effectiveness of the Groups
engagement and interaction with its
stakeholders;
Research, evaluate and make
recommendations to the board
regarding the appropriate nature,
extent and methods of
implementation of transformation at
all levels within the Group;
Create an enabling environment
within the Group which encourages
and develops a new way of doing
business which embraces and
celebrates diversity;
As a group substantially invested in
South Africa, develop a skilled and
motivated workforce whose profile is
representative of the demographics
of the country;
Report to the board on the
transformation work undertaken, and
the extent of any action taken by
management to address areas
identified for improvement;
Oversee the monitoring, assessment
and measurement of the Groups
consumer relationships, including the
Groups advertising, public relations
and compliance with consumer
protection laws;
Oversee the monitoring of the
Groups labour and employment
practices, including the Groups
standing in terms of the International

Labour Organisation Protocol on


decent work and working conditions,
the Groups employment
relationships and its contribution
towards the educational
development of its employees;
> Determine clearly articulated ethical
standards (code of ethics) to be
adopted by the Group, thus achieving
a sustainable ethical corporate
culture; and
> Consider the implications of and
compliance with the JSEs Socially
Responsible Investment (SRI) Index.

Ethics
The Groups code of ethics requires all
directors and employees to act with
honesty and integrity, and to maintain
the highest ethical standards. The code
deals with compliance with laws and
regulations, conflicts of interest,
relationships with customers and
suppliers, remuneration, outside
employment and confidentiality.

Stakeholder communication
The board ensures that material
matters of interest and concern to
shareholders and other stakeholders
are addressed transparently in the
Groups public disclosure and
communication. The Group CE and
Group FD meet with shareholders and
analysts, as well as with the financial
press, in order to ensure accurate
reporting of Group matters. All pertinent
Group announcements are placed on
the Groups website.

Stakeholders material issues


Stakeholders

Relationship

Explanation

Material matters

Communication forum

Private
shareholders
and
institutional
investors

Shareholders

Achieve returns in
the form of
dividends from
trading and
financial
performance and
capital
appreciation from
the market value
of Famous Brands
shares.

> Governance and


compliance
> Share price, dividends,
return on investment,
profitability
> Management
competence
> Business model
> Growth strategy
acquisitive and organic
> Business risk
management

>
>
>
>
>
>
>
>
>
>

Our franchisees

Franchisee
partners across
our portfolio of
brands

Achieve returns
from their
investment into
franchise
businesses from
trading operations
and capital growth
from strong cash
flows.

>
>
>
>

> National franchisee forums


> Personal contact
> Operations audits and
reviews
> Operations campaigns
> Web and call-in support

>
>
>
>
>

Strong brands
Marketing spend
Product quality
Efficient, effective and
competitive supply
chain
Franchise and
business management
support
Ease of doing business
Competitive pricing
Track record of
success
Famous Brands
reputation

Integrated Annual Report


Interim report
Trading updates
Results presentations
Analyst reviews
Press interviews
AGM
Website
Conference calls
One-on-one interactions
with investors/analysts

Our consumers

Purchasers of
products from
our franchisees

Franchisees
provide consumers
with offerings of
superior quality at
affordable prices.

> Strong brands


> Location and
convenience
> Availability of quality
products
> Excellent service ethic
> Competitive pricing
> Satisfaction assured

> Operations audits


and reviews
> Web and call-in support
for consumers
> Digital and social media

Suppliers

Provision of
goods and
services to
Famous Brands

Supply
arrangements with
suppliers to
provide key inputs
into our
manufacturing
plants, distribution
operations and
routine operations
processes.

> Sales forecasts


> Continuity of supply
> Stockholding and
ordering processes
> Credit worthiness
> Supplier sustainability
and viability
> BBBEE

> Executive meetings


> Procurement interactions
> Integrated Annual Report

Derive interest and


fee income from
Famous Brands.
Wish to fund
acquisitions. Desire
to provide services
related to Africa
expansion.

> Annual financial


statements
> Revenue, growth and
cash flows
> Credit ratings

> Integrated Annual Report


> Regular executive
interactions

Reliance on
Famous Brands for
their livelihood and
personal
development to
meet career
aspirations.

> Career development


> Remuneration
> Leadership succession
planning
> Skills retention and
development
> BBBEE

> Policy documentation


> Performance reviews and
development discussions
> Retirement fund reports
> Business feedback
sessions

Bankers

Employees and
executives

Transaction
banking and
financiers

Staff

Famous Brands

Integrated Annual Report 2014


Page 29

Corporate governance and sustainability report continued

Stakeholders material issues continued


Stakeholders

Relationship

Explanation

Material matters

Communication forum

Government

Tax collection
and
transformation

Reliance on Famous
Brands to collect
and remit employeerelated and other
indirect taxes, to pay
direct taxes and to
progress BBBEE.

>
>
>
>
>

>
>
>
>

Municipalities

Provision of
municipal
services and
utilities

Famous Brands is
reliant upon the
services provided;
Famous Brands
behaving as a good
corporate citizen in
terms of usage of
services, utilities and
effluent.

> Usage of utilities


> Payment for services

> Executive meetings


> Integrated Annual Report

Community

Communities
within which
we do business

Consumers of our
products; where
Famous Brands
behaves as a good
corporate citizen.

> Provision of quality


products
> Locality corporate
social investment
> Group corporate
social investment

> Customer interactions


> Digital and social media
> Integrated Annual Report

PAYE, SDL, UIF


VAT
Income tax
Dividend tax
BBBEE codes

Integrated Annual Report


Statutory returns
Correspondence
BBBEE certification

Attendance at board and committee meetings during the year ended 28 February 2014

Number of meetings
Board/committee member
SJ Aldridge**
SL Botha
CH Boulle
P Halamandaris
P Halamandaris (Jnr)
T Halamandaris
JL Halamandres
KA Hedderwick
DP Hele
J Legote
HR Levin***
JG Pyle (Company Secretary)
NS Richards****
BL Sibiya

Board

Audit
committee

Remuneration
committee

Social and
ethics
committee

n/a
3
2
n/a
n/a
n/a
1
3
n/a
n/a
2
n/a
n/a

1
n/a
3
n/a
n/a
n/a
n/a
n/a
3
3
n/a
3
2

n/a

1
4
3
4
1
1
4
4
4
n/a
2
4
4
3

1*
n/a
3
3*
n/a
n/a
1
3*
n/a
n/a
2
3*
3*
2

*By invitation
**Retired 30 June 2013
***Retired 27 February 2014
****Appointed 1 July 2013

Mr HR Levin was unable to attend two of the board meetings during the year and was represented at these meetings by his
alternate, Mr CH Boulle.

Famous Brands

Integrated Annual Report 2014


Page 30

Risk management and internal


controls
The board, which is accountable for the
total process of risk management and
internal control, delegates responsibility
for such activities to responsible
executives. Importantly, risk
management remains an integral part
of executive managements function
and includes management of both
operational and business risks. The
board is satisfied with the effectiveness
of the risk management process within
the Group.

The internal control environment is


constantly under review and subject to
continual and ongoing improvements.
Acornerstone of internal control is
monthly individual business unit
financial reviews. This forum examines
results against budget and the prior
year rigorously and reviews assets for
impairment.
The internal audit department has a
responsibility to review high-risk areas.
Although the head of the internal audit

function reports directly to the Group


FD, the committee has satisfied itself
that the independence of the function
is upheld. The incumbent has direct
access to the Chairman of the audit
committee.
A formal process of business risk
assessment is done at least annually.
Key risks are highlighted and, together
with further control actions, are
reported to the board. Major risks
identified are:

Major risks identified


Risk

Specific exposure

Current controls

Action steps

Carrying value of
investments and
intangibles

Carrying value of UK
investments and
intangibles.

Budgets, forecasts and monthly


business and financial reviews.

Board composition

Majority of board
members do not meet
King III independence
criteria.

In the choice of apply or


explain, we explained that the
founding shareholders are
non-executive and act
independently.

> Rightsize the business.


> Improve operating margins.
> Enhance brand offerings.
> Improve independence of the

Executive succession
and retention

Ability to attract, retain


and lock in executives.

Bi-annual executive succession


review.

BBBEE and
transformation

Potential erosion of
strategic alliance
partnerships.

Shift business to level 4


compliance.

Disaster recovery

Disaster recovery plan


for the main business
systems and services
requires enhancement.

Core financial management


systems and databases are
replicated to a secondary onsite
facility. The network has been
upgraded to eliminate a single
point of failure.

Labour unrest affecting


production and
deliveries.

A national recognition
agreement has been signed.

Industrial action

board.
> Board composition is
currently under review.
> Revised share option scheme
introduced and in place.
> Executive development.
> BBBEE ownership and board
representation is to be
addressed.
> Capacity to invest in training
and CSI to be reviewed.
> Offsite disaster recovery
environment to be
established.

> Robust contingency plans in


place.
> Each facility has shop
steward representation at a
national level.
> Regular union engagement.

Our strong portfolio of brands is supported by ongoing marketing investment and is backed up by a successful and integrated
business model. These factors, combined with excellent management, detailed control and strong cash generation are key factors
in mitigating the above-mentioned risks.

Famous Brands

Integrated Annual Report 2014


Page 31

Corporate governance and sustainability report continued

Directors shareholding

Sustainability report

The direct and indirect holdings, and


share options of the directors of
Famous Brands Limited at 28 February
2014 are set out in notes 26 and 28
respectively.

Going concern
Based on positive forward financial
projections, the directors are confident
that the Group operates a highly
sustainable business model which will
continue as a going concern in the
years ahead. The annual financial
statements set out in this Integrated
Annual Report have been prepared in
accordance with International Financial
Reporting Standards and they are based
on appropriate accounting policies that
have been consistently applied.

Non-executive directors do not


participate in the share incentive
scheme.

Personal share dealings


The board complies with requirements
of the JSE in relation to restrictions on
the trading of Famous Brands shares by
directors and employees during defined
closed periods. Closed periods extend
from 31 August and 28 February, being
the commencement of interim and year
end reporting dates, until 24 hours after
the date of announcement of the
results. Closed periods also include any
other period during which the company
is trading under cautionary
announcement. The Company Secretary
notifies all directors, qualifying
executives and employees with
sensitive information prior to the
commencement of the closed trading
periods of the prohibitions contained in
the JSE Listings Requirements and the
Financial Markets Act, 2012 (FMA),
relating to share dealings while in
possession of price-sensitive
information. Details of directors share
dealings are disclosed to the listings
division of the JSE and communicated
through the Securities Exchange News
Service (SENS). These dealings are
disclosed at board meetings. There is a
process in place in terms of the
requirements of the JSE for directors to
obtain prior clearance before dealing in
the companys shares.

Compliance with King III


principles
As can be seen from the table at the
end of this corporate governance and
sustainability report, the company
complies with most principles and an
explanation is provided where there is
non-compliance.

Famous Brands

Integrated Annual Report 2014


Page 32

Human capital
Key areas of focus are:
> empowerment and talent
management;
> employee satisfaction and morale;
> group health and wellness;
> employment equity, skills
development and broad-based black
economic empowerment;
> industrial relations;
> remuneration, benefits and
performance bonuses;
> legislative compliance; and
> employee safety.
Empowerment and talent
management
Human capital is considered a core
corporate asset at Famous Brands, with
the calibre of our people being a key
ingredient to our success. This means
hiring the best and helping them fulfil
their potential thus building
management capability. Key
competitive advantage will arise from a
team of motivated, well-trained
employees passionate about what they
do. At Famous Brands we believe true
empowerment gives people
responsibility and also the freedom to
live up to that responsibility.
Talent management (performance and
potential) is measured through our
bi-annual human capital reviews.
Performance is assessed through a
scorecard measurement process
against clearly defined accountabilities
or goals set out at the commencement
of the year. Potential is identified

through ranking employees and


managers on a people balance sheet
and managing training and
development opportunities arising from
that intervention. Remuneration
recommendations including
discretionary performance-based
bonuses are linked to the assessment
process. Key to the sustainability and
future of our business is managing the
succession pipeline, in particular, of
senior and executive employees. Our
current target is to ensure a 1:2
succession cover ratio of the leadership
level, meaning that each leader has at
least two potential successors. One
who can fill the position within a short
time span and the second, in the long
term. Key performance indicators (KPIs)
are included in executive and
management scorecards in support of
this sustainability imperative. Famous
Brands believes in motivating the entire
workforce and has an annual
recognition ceremony where
appreciation is shown to those specific
employees who have demonstrated
dedication, devotion and commitment
to their work beyond the norm.
Internal recruitment and promotion is a
natural part of our growth culture
where employees are positioned to
align their capabilities with our business
plan. Where additional skills are needed
they are recruited externally in an
efficient, rigorous and cost-effective
process. The challenge is to balance the
development of employees through
promotional opportunities with the
attraction of talent from the external
market.
Employee satisfaction and morale
Annual morale measurements continue
to act as an indicator of overall
organisational health. Our climate
survey scores translate into business
unit action plans and our effectiveness
is monitored by successfully utilising
this tool as the people barometer of
the business. Our most recent survey in
September 2013 indicated a high level
of employee engagement and
motivation.

Group health and wellness


The Group complies with the
requirements as prescribed by the
Occupational Health and Safety Act.
Safety, health environment and quality
assurance (SHEQ) committees are in
place and are functional across the
Group. SHEQ committees meet every
month.
> All accidents and/or occupational
diseases associated with our
production and/or manufacturing
activities are recorded and reported
on.
> Health and safety risk assessments
are conducted by an approved
inspection authority every three
years
Shortcomings are identified.
Required corrective actions are
incorporated into management
KPIs, and monitored and appraised.
> Programmes and procedures are in
place to mitigate main health and
safety risks
Training including standard
operating procedures is
undertaken.
Mandatory safety training is
provided to improve safety at work.
There is recognition that HIV/AIDS,
among other challenges faced by South
African businesses, is a serious concern
and thus Famous Brands is in full
support of the government in the fight
against the pandemic. In alignment with
the Employment Equity Act, No. 55 of
1998, which focuses on
non-discrimination against employees
diagnosed with the disease, we ensure
a high level of confidentiality. Famous

Brands partners with an outsourced


third party, Occupational Care South
Africa, a level 3 empowered supplier, to
address the wellness needs of our
employees. Assistance takes the form
of on-site primary and occupational
care in addition to external referrals for
professional and medical support. This
service includes the management of
life-threatening diseases where the
company is committed to providing
education and, in instances, medication
to improve the quality of life of affected
employees. The benefits of this
confidential programme are:
> the company bears the costs of this
intervention;
> referrals to general practitioners are
paid for by the company;
> costs of medication are paid for by
the company;
> assistance with access to and
delivery of medication to affected
employees;
> employees are attended to by
experienced counsellors who
educate the patient and the family
about the disease; and
> treatment and monitoring during
pregnancy to reduce the risk of
mother to child transmission.
Employment equity, skills
development and broad-based
black economic empowerment
(BBBEE)
Famous Brands supports the principles
of BBBEE and has developed its own
transformation policy and strategy,
which is contained in the companys
equity policy and equity plan. Executive

committee members take


accountability for the implementation
of the strategy in their respective
functional areas. Progress is monitored
by the recently appointed
Transformation Manager to ensure that
initiatives are carried out across the
organisation with integrity and
conviction and there is ongoing
executive support. BBBEE compliance is
measured using the Generic Tourism
Sector Code scorecard and targets are
aligned to the Department of Trade and
Industrys BBBEE Codes of Practice. The
Group has attained level 7 contributor
status and should achieve level 6 at the
next review in June 2014. The efforts
are focused on contributing to a
sustainable, equitable society and the
transformation of our sector. Reports
are submitted to the social and ethics
committee, which meets at least three
times a year.
The objectives of the employment
equity plan are to achieve equity in the
workplace through the promotion of
equal opportunities and fair treatment
for all its workforce, as well as
applicants for employment by:
> eliminating unfair discrimination that
may exist in policies, practices,
procedures and the work
environment;
> implementing affirmative action
measures to redress the
disadvantages experienced by
designated groups in the past;
> promoting diversity and respect for
all employees; and
> achieving equitable representation of
all demographic groups at all levels
and in all categories of the workforce
as the ultimate tangible objective.

Workforce composition

Category
Black
Asian
Coloured
Indian
White
Total

Percentage

Number
Total workforce

Women

71.98
0.14
4.45
2.14
21.29

1 038
2
64
31
307

177
2
35
10
156

100.00

1 442

380

Famous Brands

Integrated Annual Report 2014


Page 33

Corporate governance and sustainability report continued

As a requirement of the Employment


Equity and Skills Development Acts,
Famous Brands has appointed a forum
to enforce implementation of the acts.
Compliance is monitored via acceptable
procedures and guidelines. We are
committed to creating a culture of
learning and all stakeholders concerned
are considered. Reporting to the social
and ethics committee is a nominated
skills representative who is responsible
for monitoring targets and progress
against our committed plans. Our
registered Skills Development Facilitator
is tasked with the submission of plans
and reports (including workplace skills
plan and actual training report) to the
Departments of Labour and Culture,
Arts, Tourism, Hospitality, Sport and
Education Training Authority
(CATHSETA) on an annual basis. The
budget for skills and development is
measured accordingly, and deviations
from the set plan are managed. During

the course of the year, 46 black


employees, of whom 13 were female,
received certified training. In addition
tothis, significant training was done
inthe franchising operations area of
thebusiness, where franchise
managers and operations executives
were multi-skilled in support of the
Fit4Purpose intervention.
In an initiative with the Nelson Mandela
Metropolitan University, the company
has undertaken an intern and graduate
traineeship programme. Two interns
and two graduates are currently in the
programme, which allows for
experiential learning while completing
their respective curriculum.
During the fiscal 2014 year, 9 175 of our
franchisees and their employees
underwent training at our training
institute in Midrand and at facilities at
our Centres of Excellence located in

Cape Town, Durban, Port Elizabeth,


Bloemfontein and Nelspruit. This
training included the following:
> back of house;
> front of house;
> business and financial management;
and
> health and safety.
Industrial relations
During last year, the company moved
from the historic management of
multi-unions per site to the signing of a
national recognition agreement with the
Security, Cleaning, Manufacturing and
Allied Workers Union (SCMAWU), a
union which enjoys a 68% majority
status across the operations. The
agreement governs our relationship
with respect to wage negotiations and
related substantive issues. Unions
represented across the Group are as
follows:

Union representation
Number of
employees

% of bargaining
unit

% of unionised
employees

SCMAWU
HOTELICCA
NASECGU
FAWU
MEWUSA
PTAWU

610
15
6
2
2
1

67.7
1.7
0.7
0.2
0.2
0.1

95.9
2.4
0.9
0.3
0.3
0.2

Total unionised employees

636

70.6

100.0

Union

Total bargaining unit

901

Total non-unionised employees

265

29.4

Total bargaining unit employees

901

100.0

The Group Human Resources Executive, together with two appointed line executives, engage with the union regarding negotiations
and various other bargaining unit employee-related matters.

Famous Brands

Integrated Annual Report 2014


Page 34

The Group has a grievance policy, which


together with the disciplinary
procedures manual, is contained in the
staff services manual. The content of
the staff services manual is covered
during employee induction and copies
are available to employees
electronically or in hard copy.
During the course of fiscal 2014, there
were no incidents of industrial action in
the Group.
Remuneration, benefits and
performance bonuses
The remuneration committee has
adopted a remuneration policy. Famous
Brands has an ambitious growth
objective that requires the Groups
remuneration strategies to be
sufficiently robust and innovative to
attract and retain people with the
requisite skills. The remuneration policy
and practices support the vision,
mission and strategies of the Group.
This policy has as its objectives to:
> continue to attract, retain and
motivate employees of the highest
calibre;
> enable the Group to remain an
employer of choice;
> ensure that appropriately talented
and trained people are available to
achieve the business strategy;
> determine the package of every
individual using the policy as a
guideline; and
> align the Group with market data and
practices.
Management is guided by this policy
and responsible for its implementation.
The remuneration committee will revise
the policy when necessary and as
circumstances change.
The primary role of the remuneration
committee is to assist the board in
fulfilling its corporate governance
responsibilities with regard to
remuneration. The committee sets and
closely monitors executive
remuneration for the Group. In
allocating awards, the committee is
guided by actual individual performance
against individual scorecard goals. The
committee approves the remuneration
packages of key management, including
the total discretionary bonus pool
available for distribution to
management.

Executive compensation comprises a


guaranteed cost to company pay
package paid monthly and two variable
elements:
> Short-term cash incentives in the
form of performance bonuses
expressed as a percentage of total
package; and
> Longer-term share options.
Both variable incentives have been
created within the Group for the
purposes of executive retention and to
enable executives to create individual
long-term wealth as they align their
personal interests with those of the
company. Performance is measured via
a 3 plus 1 scorecard mechanism.
The scorecard comprises three
technical goals plus one development
goal. The technical goals include profit,
market-share and customer service
components.
The remuneration process for other
employees is:
> Management assesses performance
of administration employees against
measurable scorecards aligned with
the business objectives on an annual
basis.
> Employee rewards are influenced by
individual and company performance
and employees are recognised by
way of a discretionary performance
bonus.
> Aggregate bonus pool amounts are
reported to the remuneration
committee; and bargaining unit
employees enjoy a basic plus
benefits remuneration scheme where
Famous Brands contributes to their
provident fund. They also qualify for a
guaranteed bonus.
Famous Brands remains committed to
equitable and competitive pay practices
when compared to the national market
and regular benchmarking with credible

institutions confirms this. The


remuneration committee is accountable
for ensuring that enlightened
remuneration objectives are achieved.
Legislative compliance
The Group continues to comply with
legislation governing the employment
relationship in line with the
requirements of the Department of
Labour and CATHSETA. These include
the Labour Relations Act, Employment
Equity Act and the Skills Development
Act. There are systems in place to
monitor changes to legislation and if
changes occur, the implications on our
operations are assessed and
communicated to relevant stakeholders.
Employee safety
All necessary precautions and
measures are taken to ensure the
safety of employees, and the number of
incidents involving injury during the
year was negligible. All properties
adhere to strict guidelines in terms of
monitoring and implementing health
and safety requirements. This is done
through health and safety committees
as well as appointed responsible people
in terms of the Occupational Health and
Safety Act. Health and safety training in
respect of fire prevention and fire
fighting as well as basic first aid is
mandatory for all staff. All Group
premises and facilities are included in
this process.
Community involvement
The company is of the belief that the
communities we serve should be better
off as a result of our presence.
Consequently, our franchisees invest in
locality projects. In addition to this, the
company supported the following
community-based projects:

Summary of community project involvement


Project

Rand value

Sport sponsorships
Donation of product
CSI

3 306 400
211 316
1 037 328

An employee-driven initiative, KIDS, resulted in employees making donations of gifts


to children in need during the Christmas season.

Famous Brands

Integrated Annual Report 2014


Page 35

Corporate governance and sustainability report continued

Corporate governance
Analysis of the application of the corporate governance principles as recommended in the King III Report
Ethical leadership and corporate citizenship
Effective leadership based on an ethical foundation
Responsible corporate citizen
Effective management of ethics
Board and directors
The board is the focal point for and custodian of corporate governance
Strategy, risk, performance and sustainability are inseparable
The board provides effective leadership based on ethical foundation
The board ensures the company is and is seen to be a responsible corporate citizen
The board ensures that the companys ethics are managed effectively
The company has an effective and independent audit committee
Explanation:
At the AGM to be held on 24 July 2014, shareholders will be asked to ratify the appointment of Mr K Shuenyane. Independent directors will
then comprise a majority of audit committee members.
The board is responsible for the governance of risk
The board is responsible for information technology (IT) governance
The board ensures that the company complies with applicable laws and considers adherence to non-binding rules, codes and standards
The board ensures that there is an effective risk-based internal audit
The board appreciates that stakeholders perceptions affect the companys reputation
The board ensures the integrity of the companys Integrated Annual Report
The board reports on the effectiveness of the companys system of internal controls
The board and directors act in the best interests of the company
The board should consider business rescue proceedings or other turnaround mechanisms as soon as the company is financially
distressed as defined in the Act
The board chair is an independent non-executive director
The board appointed the Group CE and a framework for the delegation of authority has been established
The board should comprise a balance of power, with a majority of non-executive directors who are independent
Explanation:
The board comprises a majority of non-executive directors, including founding shareholders and directors who do not meet the
independence criteria of King III although the individual members apply their minds independently, comply with the Companies Act and
act in the interests of all shareholders. Future appointments to the board will be proposed mindful of King III independence criteria.
Directors are appointed through a formal process
Formal induction and ongoing training of directors is conducted
Explanation:
An induction programme exists but there is not a formal development programme. Legislative changes are briefed to the board.
The board is assisted by a competent, suitably qualified and experienced Company Secretary
The performance of the board, its committees and individual directors should be assessed every year
Explanation:
The assessment is of the boards performance as a whole.
The board has appointed well-structured committees without abdicating its responsibilities
An agreed governance framework between the Group and its subsidiary boards is in place
Directors and executives are fairly and responsibly remunerated
Remuneration of directors and prescribed officers is disclosed
Explanation:
Only directors are designated as prescribed officers.
Shareholders approve the companys remuneration policy
Explanation:
A non-binding advisory vote is included in the notice of the AGM to be held on 24 July 2014.
Audit committee
The company has an effective and independent audit committee
Explanation:
At the AGM to be held on 24 July 2014 shareholders will be asked to ratify the appointment of Mr K Shuenyane. Independent directors will
then comprise a majority of committee members.
Audit committee members should be suitably skilled and experienced independent non-executive directors
Explanation:
See note above with regard to independent directors.
The audit committee should be chaired by an independent non-executive director
Explanation:
The Chairman of the audit committee retired on 27 February 2014.
The audit committee oversees integrated reporting
The audit committee applies a combined assurance model to provide a co-ordinated approach to all assurance activities
The audit committee satisfies itself as to the expertise, resources and experience of the companys finance function
The audit committee oversees internal audit
The audit committee is integral to the risk management process
The audit committee oversees the external audit process
The audit committee reports to the board and shareholders as to how it has discharged its duties

Famous Brands

Integrated Annual Report 2014


Page 36

Principle
applied

Governance of risk

Principle
applied

The board is responsible for the governance of risk

The board determines the level of risk tolerance

The audit committee assists the board in carrying out its risk responsibilities

The board has delegated to management the responsibility to design, implement and monitor the risk management plan

The board ensures that risk assessments are performed on a continual basis

The board ensures that frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks

The board ensures that management considers and implements appropriate risk responses

The board ensures continual risk monitoring by management

The board receives assurance regarding the effectiveness of the risk management process
Explanation:
The cost of obtaining external assurance is not warranted.
The board ensures that there are processes in place enabling complete, timely, relevant, accurate and accessible risk disclosure to
stakeholders

Governance and information technology


The board is responsible for the governance of information technology (IT)

IT is aligned with the performance and sustainability objectives of the company

The board has delegated to management the responsibility for the implementation of an IT governance framework

The board monitors and evaluates significant IT investments and expenditure

IT is an integral part of the companys risk management

The board ensures that IT assets are managed effectively

The audit committee assists the board in carrying out its IT responsibilities

Compliance with laws, rules, codes and standards


The board ensures that the company complies with applicable laws and considers adherence to non-binding rules, codes and standards

The board and each individual director and senior manager has a working understanding of the effect of laws, rules, codes and standards
applicable to the company and its businesses

Compliance risk forms an integral part of the companys risk management process

The implementation of an effective compliance framework and process has been delegated to management

Internal audit
The board ensures that there is an effective risk-based internal audit function

Internal audit follows a risk-based approach to its plan

Internal audit provides a written assessment of the effectiveness of the companys system of internal controls and risk management

The audit committee is responsible for overseeing internal audit

Internal audit is strategically positioned to achieve its directives

Governing stakeholder relationships


The board appreciates that stakeholders perceptions affect the companys reputation

The board has delegated to management to proactively deal with stakeholder relationships

The board strives to achieve an appropriate balance between its various stakeholder groupings in the best interests of the company

There is equitable treatment of shareholders

Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence

The board ensures that disputes are resolved effectively, efficiently and as expeditiously as possible

Integrated reporting and disclosure


The board ensures the integrity of the companys Integrated Annual Report

Sustainability reporting and disclosure is be integrated with the companys financial reporting

Sustainability reporting and disclosure should be independently assured


Explanation:
The cost of obtaining external assurance is not warranted.

Famous Brands

Integrated Annual Report 2014


Page 37

Building manufacturing
capability
Famous Brands

Integrated Annual Report 2014


Page 38

Famous Brands

Integrated Annual Report 2014


Page 39

Annual financial statements

The reports and statements set out below were prepared under the supervision of Mr NS Richards, Group Financial Director, and
comprise the annual financial statements presented to the shareholders.

Contents
Report by the audit committee

41

Declaration by the Company Secretary

41

Directors responsibilities and approval

42

Report of the independent auditors

43

Report of the directors

44

Statements of profit or loss and other comprehensive


income

46

Statements of financial position

47

Statements of changes in equity

48

Statements of cash flows

49

Notes to the annual financial statements

50

Annexure A: Schedule of investments in subsidiaries

96

Shareholder analysis

97

Level of assurance
These annual financial statements have been audited in compliance with the applicable requirements of the Companies Act of
South Africa.

Exchange rates
The following significant exchange rates were applied in the preparation of the Groups results:

2014

2013

Rand to GB Pound

average
closing

15.77
18.00

13.31
13.39

Rand to Euro

average
closing

13.34
14.78

10.82
11.58

Rand to US Dollar

average
closing

10.00
10.80

8.39
8.85

Euro to GB Pound

average
closing

1.18
1.22

1.23
1.16

Rand to Zambian Kwacha

average
closing

0.54
0.54

0.60
0.60

average

16.39

closing

15.50

Rand to Nigerian Naira

Report by the audit committee


for the year ended 28 February 2014

In terms of section 94 of the Companies Act of South Africa,


the report by the audit committee, which is chaired by
MrCHBoulle, is presented below. During the financial year
ended, in addition to the duties set out in the audit
committees charter (a summary of which is provided on
page27 of this report) the audit committee carried out its
functions, inter alia, as follows:
> Nominated the appointment of RSM Betty & Dickson
(Johannesburg) as the registered independent auditor after
satisfying itself through enquiry that RSM Betty & Dickson
(Johannesburg) is independent as defined in terms of the
Companies Act of South Africa;
> Determined the fees to be paid to RSM Betty & Dickson
(Johannesburg) and its terms of engagement;
> Ensured that the appointment of RSM Betty & Dickson
(Johannesburg) complied with the legislation relating to the
appointment of auditors; and
> Approved a non-audit services policy which determines the
nature and extent of any non-audit services which RSM
Betty & Dickson (Johannesburg) may provide to the Group.

The audit committee has satisfied itself through enquiry that


RSM Betty & Dickson (Johannesburg) and Ms J Kitching, the
designated auditor, are independent of the Group.
The audit committee is entirely satisfied with the competence
and expertise of the Group Financial Director.
The audit committee recommended the financial statements
for the year ended 28 February 2014 for approval to the board.
The board has subsequently approved the financial
statements which will be open for discussion at the
forthcoming annual general meeting.

CH Boulle
Audit committee Chairman

RSM Betty & Dickson (Johannesburg) provides non-audit


services to the Group and the audit committee has preapproved the contract for tax administration services by
theauditor.

Declaration by the Company Secretary

I certify that Famous Brands Limited has lodged with the Companies and Intellectual Property Commission all such returns as are
required of a public company in terms of the Companies Act of South Africa and that all such returns are to the best of my
knowledge and belief true, correct and up to date.

JG Pyle
Company Secretary
15 May 2014

Directors responsibilities and approval

The directors are required by the Companies Act of South


Africa to maintain adequate accounting records and are
responsible for the content and integrity of the annual
financial statements and related financial information included
in this report. It is their responsibility to ensure that the annual
financial statements present fairly the state of affairs of the
Group as at the end of the financial year and the results of its
operations and cash flows for the year then ended, in
conformity with International Financial Reporting Standards
(IFRS), the SAICA Financial Reporting Guides as issued by the
Accounting Practices Committee and Financial Reporting
Pronouncements as issued by the Financial Reporting Council,
the Companies Act of South Africa and the Listings
Requirements of the JSE Limited. The external auditors are
engaged to express an independent opinion on the annual
financial statements.
The annual financial statements are prepared in accordance
with IFRS and are based on appropriate accounting policies
consistently applied and supported by reasonable and prudent
judgements and estimates.
The directors acknowledge that they are ultimately responsible
for the system of internal financial control established by the
Group and place considerable importance on maintaining a
strong control environment. To enable the directors to meet
these responsibilities, the board of directors sets standards for
internal control aimed at reducing the risk of error or loss in a
cost-effective manner. The standards include the proper
delegation of responsibilities within a clearly defined
framework, effective accounting procedures and adequate
segregation of duties to ensure an acceptable level of risk.
These controls are monitored throughout the Group and all
employees are required to maintain the highest ethical
standards in ensuring the Groups business is conducted in a
manner that, in all reasonable circumstances, is above

reproach. The focus of risk management in the Group is on


identifying, assessing, managing and monitoring all known
forms of risk across the Group. While operating risk cannot be
fully eliminated, the Group endeavours to minimise it by
ensuring that appropriate infrastructure, controls, systems and
ethical behaviour are applied and managed within
predetermined procedures and constraints.
The audit committee, together with the internal auditors,
perform an oversight role in matters related to financial and
internal controls.
The directors are of the opinion, based on the information and
explanations given by management, that the system of
internal control provides reasonable assurance that the
financial records may be relied on for the preparation of the
annual financial statements. However, any system of internal
financial control can provide only reasonable, and not
absolute, assurance against material misstatement or loss.
The directors have reviewed the Groups cash flow forecast for
the subsequent year and, in light of this review and the current
financial position, they are satisfied that the Group has access
to adequate resources to continue in operational existence for
the foreseeable future. The annual financial statements set out
on pages 44 to 97, which have been prepared on the going
concern basis, were approved by the board of directors on
15May 2014 and are signed on its behalf by:

SL Botha
Independent Chairman

KA Hedderwick
Group Chief Executive

Report of the independent auditors

To the shareholders of Famous Brands Limited


and subsidiaries
We have audited the consolidated and separate annual
financial statements of Famous Brands Limited, as set out on
pages 46 to 97, which comprise the statements of financial
position as at 28 February 2014, and the statements of profit
or loss and other comprehensive income, statements of
changes in equity and statements of cash flows for the year
then ended, and the notes, comprising a summary of
significant accounting policies and other explanatory
information.

Directors responsibility for the annual financial


statements
The companys directors are responsible for the preparation
and fair presentation of these consolidated and separate
annual financial statements in accordance with International
Financial Reporting Standards, the SAICA Financial Reporting
Guides as issued by the Accounting Practices Committee and
Financial Reporting Pronouncements as issued by the
Financial Reporting Standards Council, and the requirements
of the Companies Act of South Africa, and for such internal
control as the directors determine is necessary to enable the
preparation of annual financial statements that are free from
material misstatements, whether due to fraud or error.

Auditors responsibility
Our responsibility is to express an opinion on these
consolidated and separate annual financial statements based
on our audit. We conducted our audit in accordance with
International Standards on Auditing. Those standards require
that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance whether the
annual financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the annual
financial statements. The procedures selected depend on the
auditors judgement, including the assessment of the risks of
material misstatement of the annual financial statements,
whether due to fraud or error. In making those risk
assessments, the auditor considers the internal control
relevant to the entitys preparation and fair presentation of the
annual financial statements in order to design audit
procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness
of the entitys internal control. An audit also includes
evaluating the appropriateness of accounting policies used
and the reasonableness of accounting estimates made by
management, as well as evaluating the overall presentation of
the annual financial statements.

We believe that the audit evidence we have obtained is


sufficient and appropriate to provide a basis for our audit
opinion.

Opinion
In our opinion, the consolidated and separate annual financial
statements present fairly, in all material respects, the
consolidated and separate financial position of Famous Brands
Limited as at 28 February 2014, and its consolidated
andseparate financial performance and its consolidated and
separate cash flows for the year then ended in accordance
with International Financial Reporting Standards, the SAICA
Financial Reporting Guides as issued by the Accounting
Practices Committee and Financial Reporting Pronouncements
as issued by the Financial Reporting Standards Council, and
the requirements of the Companies Act of South Africa.

Other reports required by the Companies Act


As part of our audit of the consolidated and separate annual
financial statements for the year ended 28 February 2014, we
have read the directors report, the report by the audit
committee and the declaration by the Company Secretary for
the purpose of identifying whether there are material
inconsistencies between these reports and the audited
consolidated and separate annual financial statements. These
reports are the responsibility of the respective preparers.
Based on reading these reports we have not identified
material inconsistencies between these reports and the
audited annual financial statements. However, we have not
audited these reports and accordingly do not express an
opinion on these reports.

RSM Betty & Dickson (Johannesburg)


Registered Auditors
Per: J Kitching CA(SA) RA
Partner
15 May 2014
Randburg

Report of the directors

The directors have pleasure in submitting their report for the


year ended 28 February 2014.

Nature of business
Famous Brands Limited is a holding company listed on the JSE
Limited under the category Consumer Services: Travel and
Leisure. Famous Brands Limited is Africas leading quick
service and casual dining restaurant franchisor. The global
footprint of the Group now stands at 2 378 franchised
restaurants spread across South Africa, 14 other African
countries, the Middle East, India and the United Kingdom. Its
franchise brand portfolio includes Steers, Wimpy, Debonairs
Pizza, Mugg & Bean, FishAways, Longhorn, House of Coffees,
Coffee Couture, Brazilian Caf, tashas, KEG, OHagans,
Giramundo, Vovo Telo Bakery & Caf, Milky Lane, Blacksteer,
The Brewers Guild, Europa, Fego Caff, Net Caf, The Bread
Basket, Turn n Tender, Wakaberry and Mr Biggs. The Group
manufactures and supplies its franchisees, the retail trade and
broader hospitality industry with a wide range of meat, cheese,
sauces, bakery, ice-cream, coffee, other hot beverage
products, fruit juice and mineral water products.

Final ordinary
The directors declared a final gross ordinary dividend No. 39 of
170 cents per ordinary share, payable on 14 July 2014 to
ordinary shareholders recorded in the books of the company
at the close of business on 4 July 2014.

Share capital
The authorised and issued share capital of the company at
28February 2014 is set out in note 16 to the annual financial
statements.
Issued during the year
The company issued 1 415 000 ordinary shares for a cash
subscription of R37.8 million to participants of the Famous
Brands Share Incentive Scheme.
Shareholder spread
In terms of the JSE Listings Requirements, Famous Brands
Limited complies with the minimum shareholder spread
requirements, with 65.90% (2013: 62.82%) of ordinary shares
being held by the public at 28 February 2014. Details of the
companys shareholder spread are as recorded on page 97.

Directors responsibilities
The responsibilities of the companys directors are detailed on
page 42 of this report.

Corporate governance and sustainability

Material shareholders
According to information received by the directors, besides
the directors themselves, there were three shareholders
beneficially holding, directly or indirectly, at 28 February 2014
5.0% or more of the ordinary share capital. They were:
> Arisaig Africa Consumer Fund 12.90% (2013: 9.67%).
> Public Investment Corporation 7.28% (2013: 2.46%).
> Coronation Life Managers Limited 6.48% (2013: 20.20%).

The corporate governance and sustainability report is set out


on pages 26 to 37.

Staff share incentive scheme and option scheme

Financial statements and results


The companys and Groups results and financial position are
reflected in the annual financial statements on pages 44 to 97.

Details are reflected in note 28.

Tangible and intangible assets


There was no major change in the nature or the use of the
property, plant, equipment and intangible assets owned by the
company or any of its subsidiaries during the year under
review.

Directors and Company Secretary

Dividends

During the year under review, the board underwent significant


changes, which include the following:
> Mr P Halamandaris stepped down as non-executive
Chairman effective 23 October 2013;
> Ms SL Botha, previously the lead independent director, was
appointed as Independent Chairman effective 23 October
2013;
> Mr HR Levin retired from the board effective 27 February
2014;
> Mr CH Boulle, previously alternate non-executive director,
was appointed as a non-executive director effective
27February 2014;

The following information relates to the dividends in respect of


the year under review:
Interim ordinary
The directors declared an interim gross ordinary dividend
No.38 of 130 cents per ordinary share, which was paid on
9December 2013 to ordinary shareholders recorded in the
books of the company at the close of business on
29November 2013.

The names of the directors and the Company Secretary of the


company at the date of this report are detailed on pages 6 to 9
and 11.

> Mr K Shuenyane was appointed as independent nonexecutive director effective 27 February 2014; and
> Mr SJ Aldridge retired effective 30 June 2013 and was
replaced by Mr NS Richards as Group Financial Director.

Special resolutions passed by subsidiaries


No special resolutions of any significance were passed by any
subsidiaries during the year under review.

Borrowing powers
In terms of the companys memorandum of incorporation
Messrs P Halamandaris and P Halamandaris (Jnr) retire at the
AGM, and being eligible, offer themselves for re-election.

Subsidiaries
Details of the companys subsidiary companies are contained
in Annexure A to the annual financial statements. The
company had an interest in its subsidiaries aggregate profit
after taxation of R427 million (2013: R339 million) and in their
losses after taxation of R5 million (2013: R0.6 million).

Acquisitions
The Group acquired 51% of the following businesses during
the year:
> The Bread Basket (subsequently renamed Famous Brands
Great Bakery Company Proprietary Limited) effective
1April 2013, for a purchase consideration of R5.5 million.
> Turn n Tender Steakhouse (Pink Potato Trading 103
Proprietary Limited) effective 1 June 2013, for a purchase
consideration of R9.3 million.

Subsequent events
Subsequent to 28 February 2014 the Group acquired 70% of
the following business:
> Wakaberry effective 1 April 2014.
The initial purchase consideration was R48 million with a
potential second tranche consideration to be paid after the
audited results to 30 June 2014 are analysed. The acquisition
aligns with the Groups strategy to leverage its business model
by building capability across brands, logistics and
manufacturing operations providing a total solution to
investment partners and consumers.

Special resolutions
On 25 July 2013 shareholders approved the following special
resolutions:
> Approval of non-executive directors remuneration for
services as directors.
> General authority to repurchase shares of the company.
At the next AGM to be held on 24 July 2014 shareholders will
be asked to renew the above two approvals as set out in the
notice to shareholders.
A third special resolution of a general authority to provide
financial assistance to related or inter-related entities is also
proposed.

The company has unlimited borrowing powers in terms of


itsMemorandum of Incorporation.

Statements of profit or loss and other comprehensive income


for the year ended 28 February 2014

Group
2013
R000

2014
R000

2013
R000

2 825 979
(1 598 583)

2 516 287
(1 463 721)

988

986

Gross profit
Selling and administrative expenses

1 227 396
(661 879)

1 052 566
(586 724)

988
2 227

986
578

Operating profit
Share of profit of associates
Dividends received from subsidiaries

565 517
5 140

465 842

3 215

270 003

1 564

222 000

Operating profit before interest and taxation


Net interest (paid)/received

570 657
(3 212)

465 842
(3 969)

273 218
36

223 564
41

567 445
(161 985)

461 873
(130 821)

273 254
(2 236)

223 605
(845)

Profit after taxation for the year


Exchange differences on translating foreign operations*

405 460
59 029

331 052
19 337

271 018

222 760

Total comprehensive income for the year

464 489

350 389

271 018

222 760

Profit after taxation attributable to


Owners of Famous Brands Limited
Non-controlling interests

401 637
3 823

328 805
2 247

271 018

222 760

Total comprehensive income attributable to


Owners of Famous Brands Limited

460 666

348 142

271 018

222 760

3 823

2 247

Notes
Revenue
Cost of goods sold

Profit before taxation


Taxation

4
5

Non-controlling interests

2014
R000

Company

Earnings per share attributable to owners of


Famous Brands Limited
Basic (cents per share)

406

338

Diluted (cents per share)

405

334

* This item may be reclassified subsequently to profit or loss.

Statements of financial position


at 28 February 2014

Group

Company

2014
R000

2013
R000

2014
R000

2013
R000

205 575
870 344
52 934

194 080
800 470

11 075

11 587

323 107
712

282 247
1 866

1 139 928

1 006 137

323 819

284 113

177 511
6 834
277 867
90 699

167 277
2 780
249 537
84 736

998

308
1 740

552 911

504 330

998

2 048

1 692 839

1 510 467

324 817

286 161

101 031
101 241
1 022 093

63 256
38 964
889 523

102 401
47 495
170 271

64 626
44 247
168 423

Equity attributable to owners of Famous Brands Limited


Non-controlling interests

1 224 365
10 583

991 743
8 345

320 167

277 296

Total equity
Non-current liabilities
Long-term borrowings
Deferred lease liabilities
Deferred tax liabilities

1 234 948

1 000 088

320 167

277 296

1 123
52 612

77 313
2 544
50 599

2 544

53 735

130 456

2 544

290 995
65 000
2 544
29 344
3 672
1 067
11 534

261 348
88 514
5 271
12 283
1 604
1 246
9 657

256

2 544

1 067
783

40

4 120

1 202
959

404 156

379 923

4 650

6 321

1 692 839

1 510 467

324 817

286 161

Notes

Assets
Non-current assets
Property, plant and equipment
Intangible assets
Investments in associates
Investments in subsidiaries
Deferred tax assets

9
10
11
12
13

Total non-current assets


Current assets
Inventories
Current tax assets
Trade and other receivables
Cash and cash equivalents

14
15
22.7

Total current assets


Total assets

Equity and liabilities


Capital and reserves
Issued capital and share premium
Other reserves
Retained earnings

16
17

18
19
13

Total non-current liabilities


Current liabilities
Trade and other payables
Short-term borrowings
Deferred lease liabilities
Non-controlling shareholder loans
Share-based payment liability
Shareholders for dividends
Current tax liabilities
Total current liabilities
Total equity and liabilities

20
18
19
21
28.2

Statements of changes in equity


for the year ended 28 February 2014

Notes

Share
capital
R000

Nondistributable
Share
premium reserves
R000
R000

Attributable to
owners of
Foreign
NonFamous
currency
Brands controlling
translation Retained
interests
Limited
reserve earnings
R000
R000
R000
R000

Total
equity
R000

Group
28 February 2013
Balance at 1 March 2012
Issue of capital and share
premium
Recognition of share-based
payments
Total comprehensive income for
the year
Payment of dividends
Non-controlling interest arising
on business combination

36 075

16

26 203

28 016

(13 845)

783 584

5 456
19 337
8

Balance at 28 February 2013


28 February 2014
Balance at 1 March 2013
Issue of capital and share
premium
Recognition of share-based
payments
Total comprehensive income for
the year
Payment of dividends
Non-controlling interest arising
on business combination
Disposal of non-controlling
interest

962

328 805
(222 866)

5 578

840 370

26 219

26 219

5 456

5 456

348 142
(222 866)

2 247
(882)

350 389
(223 748)

1 402

1 402

978

62 278

33 472

5 492

889 523

991 743

8 345 1 000 088

978

62 278

33 472

5 492

889 523

991 743

8 345 1 000 088

14

37 761

37 775

37 775

3 248

3 248

460 666
(269 067)

3 823 464 489


(1 879) (270 946)

3 248
59 029
8

Balance at 28 February 2014

834 792

992

100 039

36 720

962

37 445

38 791

16

26 203

401 637
(269 067)

64 521 1 022 093 1 224 365

508

508

(214)

(214)

10 583 1 234 948

Company
28 February 2013
Balance at 1 March 2012
Issue of capital and share
premium
Recognition of share-based
payments
Total comprehensive income for
the year
Payment of dividends

Balance at 28 February 2014

245 747

245 747

26 219

26 219

5 456

5 456

222 760
(222 886)

222 760
(222 886)

222 760
(222 886)

5 456

Balance at 28 February 2013


28 February 2014
Balance at 1 March 2013
Issue of capital and share
premium
Recognition of share-based
payments
Total comprehensive income for
the year
Payment of dividends

168 549

978

63 648

44 247

168 423

277 296

277 296

978

63 648

44 247

168 423

277 296

277 296

14

37 761

37 775

37 775

3 248

3 248

271 018
(269 170)

271 018
(269 170)

271 018
(269 170)

170 271

320 167

320 167

3 248

8
992

101 409

47 495

Statements of cash flows


for the year ended 28 February 2014

Group
Notes

2014
R000

Company
2013
R000

2014
R000

2013
R000

Cash flows from operating activities


Receipts from customers
Paid to suppliers and employees
Cash generated from operations
Dividends received
Net interest (paid)/received
Income taxes paid
Net cash flow from operating activities
Dividends paid to owners of Famous Brands Limited

2 794 588
(2 201 029)

2 482 019
(1 999 740)

989
(945)

986
(1 196)
(210)
222 000
41
(986)

22.1

593 559

482 279

22.2

(3 212)
(166 748)

(3 969)
(136 507)

44
270 003
36
(1 258)

22.3

423 599
(271 125)

341 803
(223 173)

268 825
(269 305)

220 845
(222 355)

152 474

118 630

(480)

(1 510)

(25 642)
(18 428)

(49 608)
(18 433)

1 809
(7 492)
250
(5 500)
(9 022)
(221)
(47 794)

2 239
(4 291)

(85 000)
(7 257)

(221)

(401)

(112 040)

(162 350)

(221)

(401)

37 775

26 219

17 061

(100 827)

12 283
130 000
(86 325)

37 775
(37 816)

26 219
(23 653)

(45 991)

Net cash flow from operating activities after


dividends

Cash flows from investing activities


Payments for property, plant and equipment
expansion
replacement
Proceeds from disposal of property, plant and
equipment
Payments for intangible assets
Proceeds from disposal of intangible assets
Net cash outflow on acquisition of business operations
Net cash outflow on investment in subsidiary
Net cash outflow on disposal of subsidiary
Net cash outflow on investment in associates

22.4
22.5
22.6

Net cash flow from investing activities

Cash flow from financing activities


Proceeds from issue of equity instruments of Famous
Brands Limited
Repayment of group loans
Cash contributed by non-controlling shareholders
Proceeds from interest-bearing borrowings
Repayment of interest-bearing borrowings
Net cash flow from financing activities

82 177

(41)

2 566

Net movement in cash and cash equivalents


Effects of exchange rate changes on the balance of
cash held in foreign currencies
Cash and cash equivalents at the beginning of the year

(5 557)

38 457

(742)

655

11 520
84 736

5 699
40 580

1 740

1 085

Cash and cash equivalents at the end of the year 22.7

90 699

84 736

998

1 740

Notes to the annual financial statements


for the year ended 28 February 2014

Accounting policies
1.

Presentation of annual financial


statements

The annual financial statements have been prepared in


accordance with International Financial Reporting Standards,
the SAICA Financial Reporting Guides as issued by the
Accounting Practices Committee and Financial Reporting
Pronouncements as issued by the Financial Reporting
Standards Council, and the Companies Act of South Africa. The
annual financial statements have been prepared on the
historical cost basis, except for the measurement of certain
financial instruments at fair value, and incorporate the
principal accounting policies set out below. They are presented
in South African Rands.
These accounting policies are consistent with the previous
period, except for the changes set out in note 2 New
standards and interpretations.
1.1

Significant judgements and sources of


estimation uncertainty
In preparing the annual financial statements, management is
required to make estimates and assumptions that affect the
amounts represented in the annual financial statements and
related disclosures. Use of available information and the
application of judgement are inherent in the formation of
estimates. Actual results in the future could differ from these
estimates which may be material to the annual financial
statements. The areas involving a higher degree of judgement
or complexity, or areas where assumptions and estimates are
significant to the annual financial statements include:
Allowance for doubtful debts
Past experience indicates a reduced prospect of collecting
debts over the age of three months. Trade receivable balances
are regularly assessed by management and provided for
based upon information available. Debt arising from the sale of
products to franchisees and franchise fees due, although past
due, are generally regarded as recoverable if the related
trading outlet continues to operate.
Allowance for slow-moving, damaged and obsolete
inventory
Judgement is used to write inventory down to the lower of
cost or net realisable value. Management has made estimates
of the selling price and direct cost to sell on certain inventory
items. The writedown is included in the operating profit.
Consolidated financial statements
No significant judgements or assumptions were necessary
indetermining whether control over the investments in
subsidiaries existed. Control over the investees was
established by virtue of the Groups representation on
therespective companys board of directors, involvement
inthedaily operations and majority ownership.

Options granted
Management uses the Black-Scholes-Merton model, which
takes account of the vesting period (European style option), to
determine the value of the options at issue date. Additional
details regarding the estimates are included in note 28
Share-based payments.
Impairment testing
The recoverable amounts of cash-generating units and
individual assets have been determined based on the higher
of value-in-use calculations and fair values less costs to sell.
These calculations require the use of estimates and
assumptions. It is reasonably possible that the assumptions
may change which may then impact our estimations and may
then require a material adjustment to the carrying value of
intangible and tangible assets.
The Group reviews and tests the carrying value of assets when
events or changes in circumstances suggest that the carrying
amount may not be recoverable. In addition, intangible assets
are tested on an annual basis for impairment. Assets are
grouped at the lowest level for which identifiable cash flows
are largely independent of cash flows of other assets and
liabilities. If there are indications that impairment may have
occurred, estimates are prepared of expected future cash
flows for each group of assets. Expected future cash flows
used to determine the value-in-use of intangible and tangible
assets are inherently uncertain and could materially change
over time.
Provisions
Provisions were raised and management determined an
estimate amount based on the information available.
Taxation
Judgement is required in determining the provision for income
taxes due to the complexity of legislation. There are many
transactions and calculations for which the ultimate tax
determination is uncertain during the ordinary course of
business. Where the final tax outcome of these matters is
different from the amounts that were initially recorded, such
differences will impact the income tax and deferred tax
provisions in the period in which such determination is made.
The Group recognises the net future tax benefit related to
deferred income tax assets to the extent that it is probable
that the deductible temporary differences will reverse in the
foreseeable future. Assessing the recoverability of deferred
income tax assets requires the Group to make significant
estimates related to expectations of future taxable income.
Estimates of future taxable income are based on forecast cash
flows from operations and the application of existing tax laws
in each jurisdiction. To the extent that future cash flows and
taxable income differ significantly from estimates, the ability of
the Group to realise the net deferred tax assets recorded at
the end of the reporting period could be impacted.

Leases
Management has applied its judgement to classify all lease
agreements that the Group is party to as operating leases, as
they do not transfer substantially all the risks and rewards of
ownership to the Group. Furthermore, as the operating lease
in respect of premises is only for a relatively short period of
time, management has made a judgement that it would not
bemeaningful to classify the lease into separate components
for the land and for the buildings for the current lease, and
theagreement will be classified in its entirety as an operating
lease.

expectations differ from previous estimates, the change is


accounted for as a change in accounting estimate.

Property, plant and equipment


Management has made certain estimates with regard to the
determination of estimated useful lives and residual values of
items of property, plant and equipment, as disclosed further in
note 1.2.

The gain or loss arising from the derecognition of an item of


property, plant and equipment is included in profit or loss
when the item is derecognised. The gain or loss arising from
the derecognition of an item of property, plant and equipment
is determined as the difference between the net disposal
proceeds, if any, and the carrying amount of the item.

1.2
Property, plant and equipment
The cost of an item of property, plant and equipment is
recognised as an asset when:
> it is probable that future economic benefits associated with
the item will flow to the Group; and
> the cost of the item can be measured reliably.

Each part of an item of property, plant and equipment, with a


cost that is significant in relation to the total cost of the item, is
depreciated separately.
The depreciation charge for each period is recognised in profit
or loss unless it is included in the carrying amount of another
asset. Depreciation commences once the asset is brought
intouse.

1.3
Intangible assets
An intangible asset is recognised when:
> it is probable that the expected future economic benefits
that are attributable to the asset will flow to the entity; and
> the cost of the asset can be measured reliably.

Property, plant and equipment are initially measured at cost.

Intangible assets are initially recognised at cost.

Costs include costs incurred initially to acquire or construct an


item of property, plant and equipment and costs incurred
subsequently to add to, replace part of, or service it. If a
replacement cost is recognised in the carrying amount of an
item of property, plant and equipment, the carrying amount of
the replaced part is derecognised.

Expenditure on research (or on the research phase of an


internal project) is recognised as an expense when it
isincurred.

Property, plant and equipment are carried at cost less


accumulated depreciation and any impairment losses.
Property, plant and equipment are depreciated on the
straight-line basis over their expected useful lives to their
estimated residual value.
The useful lives of items of property, plant and equipment
have been assessed as follows:
Item
Average useful life
Buildings
50 years
Leasehold property
Over expected
remaining term of
thelease
Plant and machinery
5 to 15 years
Furniture, fixtures and office equipment 4 to 10 years
Motor vehicles
5 to 8 years
IT equipment
5 years
Computer software
3 to 5 years
The residual value, useful life and depreciation method of each
asset are reviewed at the end of each reporting period. If the

An intangible asset arising from development (or from the


development phase of an internal project) is recognised when:
> it is technically feasible to complete the asset so that it will
be available for use or sale;
> there is an intention to complete and use or sell it;
> there is an ability to use or sell it;
> it will generate probable future economic benefits;
> there are available technical, financial and other resources
to complete the development and to use or sell the
asset;and
> the expenditure attributable to the asset during its
development can be measured reliably.
Intangible assets are carried at cost less any accumulated
amortisation and any impairment losses.
An intangible asset is regarded as having an indefinite useful
life when, based on all relevant factors, there is no foreseeable
limit to the period over which the asset is expected to
generate net cash inflows. Amortisation is not provided for on
these intangible assets, but they are tested for impairment
annually and whenever there is an indication that the asset
may be impaired. For all other intangible assets amortisation is
provided on a straight-line basis over their useful lives.

Notes to the annual financial statements continued


for the year ended 28 February 2014

The amortisation period and the amortisation method for


intangible assets are reviewed every year end.
Reassessing the useful life of an intangible asset with a finite
useful life after it was classified as indefinite is an indicator
that the asset may be impaired. As a result, the asset is tested
for impairment and the remaining carrying amount is
amortised over its useful life.
Internally generated brands, franchise agreements, recipes,
customer lists and items similar in substance are not
recognised as intangible assets.
Amortisation is provided to writedown the intangible assets,
on a straight-line basis, to their residual values as follows:
Item
Useful life
Trademarks
Indefinite
Lease premiums, franchise incentives Agreement period
or similar
1.4
Interests in subsidiaries
Company annual financial statements
In the companys separate annual financial statements,
investments in subsidiaries are carried at cost less any
accumulated impairment.
The cost of an investment in a subsidiary is the aggregate of:
> the fair value, at the date of exchange, of assets given,
liabilities incurred or assumed, and equity instruments
issued by the company; plus
> any costs directly attributable to the purchase of the
subsidiary.
An adjustment to the cost of a business combination
contingent on future events is included in the cost of the
combination if the adjustment is probable and can be
measured reliably.
1.5
Financial instruments
Classification
The Group classifies financial assets and financial liabilities into
the following categories:
> Financial assets at fair value through profit or loss
designated.
> Loans and receivables.
> Financial liabilities at fair value through profit or loss
designated.
> Financial liabilities measured at amortised cost.
Classification depends on the purpose for which the financial
instruments were obtained/incurred and takes place at initial
recognition. Classification is reassessed on an annual basis,
except for derivatives and financial assets designated as held
at fair value through profit or loss, which shall not be classified
out of the fair value through profit or loss category.

Initial recognition and measurement


Financial instruments are recognised initially when the Group
becomes a party to the contractual provisions of the
instruments.
The Group classifies financial instruments, or their component
parts, on initial recognition as a financial asset, a financial
liability or an equity instrument in accordance with the
substance of the contractual arrangement.
Financial instruments are measured initially at fair value,
except for equity investments for which a fair value is not
determinable, which are measured at cost and are classified
as available-for-sale financial assets.
For financial instruments which are not at fair value through
profit or loss, transaction costs are included in the initial
measurement of the instrument.
Subsequent measurement
Loans and receivables are subsequently measured at
amortised cost, using the effective interest rate method, less
accumulated impairment losses.
Gains or losses arising on remeasurement of financial assets
and liabilities held at fair value through profit or loss
recognised in profit or loss.
Financial liabilities at amortised cost are subsequently
measured at amortised cost, using the effective interest
ratemethod.
Derecognition
Financial assets are derecognised when the rights to receive
cash flows from the investments have expired or have been
transferred and the Group has transferred substantially all
risks and rewards of ownership.
Fair value determination
The fair values of quoted investments are based on current bid
prices. If the market for a financial asset is not active (and for
unlisted securities), the Group establishes fair value by using
valuation techniques. These include the use of recent arms
length transactions, reference to other instruments that are
substantially the same, discounted cash flow analysis, and
option-pricing models making maximum use of market inputs
and relying as little as possible on entity-specific inputs.
Impairment of financial assets
At each reporting date, the Group assesses all financial assets,
other than those held at fair value through profit or loss, to
determine whether there is objective evidence that a financial
asset or group of financial assets has been impaired.
For amounts due to the Group, significant financial difficulties
of the debtor, probability that the debtor will enter bankruptcy
and default of payments, are all considered indicators of
impairment.
Impairment losses are recognised in profit or loss.

Impairment losses are reversed when an increase in the


financial assets recoverable amount can be related objectively
to an event occurring after the impairment was recognised,
subject to the restriction that the carrying amount of the
financial asset at the date that the impairment is reversed
shall not exceed what the carrying amount would have been
had the impairment not been recognised.
Reversals of impairment losses are recognised in profit or loss.
Where financial assets are impaired through use of an
allowance account, the amount of the loss is recognised in
profit or loss within operating expenses. When such assets are
written off, the write-off is made against the relevant
allowance account. Subsequent recoveries of amounts
previously written off are credited against operating expenses.
Loans to/from Group companies
These include loans to and from subsidiaries and associates
and are recognised initially at fair value plus direct transaction
costs.
Loans to Group companies are classified as financial assets
held at fair value through profit or loss.
Loans from Group companies are classified as financial
liabilities held at fair value through profit or loss.
Loans to shareholders, directors, managers and employees
These financial assets are classified as loans and receivables.
Trade and other receivables
Trade receivables are measured at initial recognition at fair
value, and are subsequently measured at amortised cost using
the effective interest rate method. Appropriate allowances for
estimated irrecoverable amounts are recognised in profit or
loss when there is objective evidence that the asset is
impaired. Significant financial difficulties of the debtor,
probability that the debtor will enter bankruptcy or financial
reorganisation, breach of contract and default or delinquency
in payments (more than 90 days overdue), are considered
indicators that the trade receivable is impaired. The allowance
recognised is measured as the difference between the assets
carrying amount and the present value of estimated future
cash flows discounted at the effective interest rate computed
at initial recognition.
The carrying amount of the asset is reduced through the use
of an allowance account and the amount of the loss is
recognised in profit or loss within operating expenses. When a
trade receivable is uncollectable, it is written off against the
allowance account for trade receivables. Subsequent
recoveries of amounts previously written off are credited
against operating expenses in profit or loss.
Trade and other receivables are classified as loans and
receivables.

Trade and other payables


Trade payables are initially measured at fair value, and are
subsequently measured at amortised cost, using the effective
interest rate method.
Other payables are classified as other financial liabilities.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and
demand deposits and other short-term, highly liquid
investments that are readily convertible to a known amount
ofcash and are subject to an insignificant risk of changes
invalue. These are initially and subsequently recorded at
fairvalue.
Bank overdraft and borrowings
Bank overdrafts and borrowings are initially measured at fair
value, and are subsequently measured at amortised cost,
using the effective interest rate method. Any difference
between the proceeds (net of transaction costs) and the
settlement or redemption of borrowings is recognised over
the term of the borrowings in accordance with the Groups
accounting policy for borrowing costs.
1.6
Taxation
Current tax assets and liabilities
Current tax for current and prior periods is, to the extent
unpaid, recognised as a liability. If the amount already paid in
respect of current and prior periods exceeds the amount due
for those periods, the excess is recognised as an asset.
Current tax liabilities (assets) for the current and prior periods
are measured at the amount expected to be paid to
(recovered from) the tax authorities, using the tax rates (and
tax laws) that have been enacted by the end of the reporting
period.
Deferred tax assets and liabilities
A deferred tax liability is recognised for all taxable temporary
differences, except to the extent that the deferred tax liability
arises from:
> the initial recognition of goodwill; or
> the initial recognition of an asset or liability in a transaction
which:
is not a business combination; and
at the time of the transaction, affects neither accounting
nor taxable profit (tax loss).
A deferred tax liability is recognised for all taxable temporary
differences associated with investments in subsidiaries,
branches, associates, and interests in joint ventures, except to
the extent that both of the following conditions are satisfied:
> the parent, investor or venturer is able to control the timing
of the reversal of the temporary difference; and
> it is probable that the temporary difference will not reverse
in the foreseeable future.

Notes to the annual financial statements continued


for the year ended 28 February 2014

A deferred tax asset is recognised for all deductible temporary


differences to the extent that it is probable that taxable profit
will be available against which the deductible temporary
difference can be utilised, unless the deferred tax asset arises
from the initial recognition of an asset or liability in a
transaction that:
> is not a business combination; and
> at the time of the transaction, affects neither accounting
profit nor taxable profit (tax loss).

Operating leases lessor


Operating lease income is recognised as income on a
straight-line basis over the lease term.
Initial direct costs incurred in negotiating and arranging
operating leases are added to the carrying amount of the
leased asset and recognised as an expense over the lease
term on the same basis as the lease income.
Income from leases is included in operating profit.

A deferred tax asset is recognised for all deductible temporary


differences arising from investments in subsidiaries, branches,
associates and interests in joint ventures, to the extent that it
is probable that:
> the temporary difference will reverse in the foreseeable
future; and
> taxable profit will be available against which the temporary
difference can be utilised.
A deferred tax asset is recognised for the carry forward of
unused tax losses and/or unutilised capital allowances and
recognised to the extent that it is probable that future taxable
profit will be available against which the unused tax losses and
unutilised capital allowances can be recovered.
Deferred tax assets are reviewed at each reporting period and
are adjusted if recovery is no longer probable.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply to the period when the asset
is realised or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted by the
end of the reporting period.
Tax expenses
Current and deferred taxes are recognised in profit or loss for
the period, except to the extent that the tax arises from:
> a transaction or event which is recognised, in the same or a
different period, to other comprehensive income; or
> a business combination.
Current tax and deferred taxes are charged or credited to
other comprehensive income if the tax relates to items that
are credited or charged, in the same or a different period, to
other comprehensive income.
Current tax and deferred taxes are charged or credited directly
to equity if the tax relates to items that are credited or
charged, in the same or a different period, directly in equity.
1.7
Leases
A lease is classified as a finance lease if it transfers
substantially all the risks and rewards incidental to ownership.
A lease is classified as an operating lease if it does not transfer
substantially all the risks and rewards incidental to ownership.

Operating leases lessee


Operating lease payments are recognised as an expense on a
straight-line basis over the lease term. The difference between
the amounts recognised as an expense and the contractual
payments are recognised as a deferred lease asset or liability.
This liability is not discounted.
Any contingent rents are expensed in the period in which they
are incurred.
1.8
Inventories
Inventories are measured at the lower of cost or net realisable
value.
Net realisable value is the estimated selling price in the
ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make
thesale.
The cost of inventories comprises all costs of purchase, costs
of conversion and other costs incurred in bringing the
inventories to their present location and condition.
The cost of inventories of items that are not ordinarily
interchangeable and goods or services produced and
segregated for specific projects is assigned using specific
identification of the individual costs.
The cost of inventories is assigned using the weighted average
cost formula. The same cost formula is used for all inventories
having a similar nature and use to the entity.
When inventories are sold, the carrying amount of those
inventories is recognised as an expense in the period in which
the related revenue is recognised. The amount of any
writedown of inventories to net realisable value and all losses
of inventories are recognised as an expense in the period the
writedown or loss occurs. The amount of any reversal of any
writedown of inventories, arising from an increase in net
realisable value, is recognised as a reduction in the amount of
inventories recognised as an expense in the period in which
the reversal occurs.

1.9
Impairment of assets
The Group assesses at each end of the reporting period
whether there is any indication that an asset may be impaired.
If any such indication exists, the Group estimates the
recoverable amount of the asset.

The increased carrying amount of an asset other than goodwill


attributable to a reversal of an impairment loss does not
exceed the carrying amount that would have been determined
had no impairment loss been recognised for the asset in prior
periods.

Irrespective of whether there is any indication of impairment,


the Group also:
> tests intangible assets with an indefinite useful life or
intangible assets not yet available for use for impairment
annually by comparing its carrying amount with its
recoverable amount. This impairment test is performed
during the annual period and at the same time every period;
and
> tests goodwill acquired in a business combination for
impairment annually.

A reversal of an impairment loss of assets carried at cost less


accumulated depreciation or amortisation other than goodwill
is recognised immediately in profit or loss. Any reversal of an
impairment loss of a revalued asset is treated as a revaluation
increase.

If there is any indication that an asset may be impaired, the


recoverable amount is estimated for the individual asset.
Ifitisnot possible to estimate the recoverable amount of
theindividual asset, the recoverable amount of the
cash-generating unit to which the asset belongs is determined.

If the company reacquires its own equity instruments, the


consideration paid, including any directly attributable
incremental costs (net of income taxes) on those instruments
is deducted from equity until the shares are cancelled or
reissued. No gain or loss is recognised in profit or loss on the
purchase, sale, issue or cancellation of the companys own
equity instruments. Consideration paid or received shall be
recognised directly in equity.

The recoverable amount of an asset or a cash-generating


unitis the higher of its fair value less costs to sell and its
value-in-use.
If the recoverable amount of an asset is less than its carrying
amount, the carrying amount of the asset is reduced to its
recoverable amount. That reduction is an impairment loss.
An impairment loss of assets carried at cost less any
accumulated depreciation or amortisation is recognised
immediately in profit or loss. Any impairment loss of a revalued
asset is treated as a revaluation decrease.
Goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the cash-generating
units, or groups of cash-generating units, that are expected to
benefit from the synergies of the combination.

1.10 Share capital and equity


An equity instrument is any contract that evidences a residual
interest in the assets of an entity after deducting all of its
liabilities.

Shares in the company held by the Steers Share Incentive Trust


are classified as treasury shares. The number of shares held is
deducted from the number of issued shares and the weighted
average number of shares in the determination of earnings
per share.
1.11 Share-based payments
Goods or services received or acquired in a share-based
payment transaction are recognised when the goods or as the
services are received. A corresponding increase in equity is
recognised if the goods or services were received in an
equity-settled share-based payment transaction or a liability if
the goods or services were acquired in a cash-settled
share-based payment transaction.

An impairment loss is recognised for cash-generating units if


the recoverable amount of the unit is less than the carrying
amount of the units. The impairment loss is allocated to
reduce the carrying amount of the assets of the unit in the
following order:
> First, to reduce the carrying amount of any goodwill
allocated to the cash-generating unit; and then
> to the other assets of the unit, pro rata on the basis of the
carrying amount of each asset in the unit.

When the goods or services received or acquired in a


share-based payment transaction do not qualify for
recognition as assets they are recognised as expenses.

An entity assesses at each reporting date whether there is any


indication that an impairment loss recognised in prior periods
for assets other than goodwill may no longer exist or may
have decreased. If any such indication exists, the recoverable
amounts of those assets are estimated.

If the fair value of the goods or services received cannot be


estimated reliably, or if the services received are employee
services, their value and the corresponding increase in equity
are measured, indirectly, by reference to the fair value of the
equity instruments granted.

For equity-settled share-based payment transactions the


goods or services received and the corresponding increase in
equity are measured, directly, at the fair value of the goods or
services received provided that the fair value can be estimated
reliably.

Notes to the annual financial statements continued


for the year ended 28 February 2014

For cash-settled share-based payment transactions, the goods


or services acquired and the liability incurred are measured at
the fair value of the liability. Until the liability is settled, the fair
value of the liability is remeasured at each reporting date and
at the date of settlement, with any changes in fair value
recognised in profit or loss for the period.
If the share-based payments granted do not vest until
thecounterparty completes a specified period of service,
theGroup accounts for those services as they are rendered
by thecounterparty during the vesting period (or on a
straight-line basis over the vesting period).
If the share-based payments vest immediately and are
simultaneously exercised, the expense for services received is
recognised in full.
1.12 Employee benefits
Short-term employee benefits
The cost of short-term employee benefits (those payable
within 12 months after the service is rendered, such as paid
annual leave and sick leave, bonuses, and non-monetary
benefits such as medical care) are recognised in the period in
which the service is rendered and are not discounted.
The expected cost of compensated absences is recognised as
an expense as the employees render services that increase
their entitlement or, in the case of non-accumulating
absences, when the absence occurs.
The expected cost of profit-sharing and bonus payments is
recognised as an expense when there is a legal or
constructive obligation to make such payments as a result of
past performance.
Defined contribution plans
Payments to defined contribution retirement benefit plans are
charged as an expense as they fall due.
1.13 Provisions and contingencies
Provisions are recognised when:
> the Group has a present obligation as a result of a past
event;
> it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation;
and
> a reliable estimate can be made of the obligation.
The amount of a provision is the present value of the
expenditure expected to be required to settle the obligation.
Where some or all of the expenditure required to settle a
provision is expected to be reimbursed by another party, the
reimbursement shall be recognised when, and only when, it is
virtually certain that reimbursement will be received if the
entity settles the obligation. The reimbursement shall be

treated as a separate asset. The amount recognised for the


reimbursement shall not exceed the amount of the provision.
Provisions are not recognised for future operating losses.
If an entity has a contract that is onerous, the present
obligation under the contract shall be recognised and
measured as a provision.
After their initial recognition contingent liabilities recognised in
business combinations that are recognised separately are
subsequently measured at the higher of:
> the amount that would be recognised as a provision; and
> the amount initially recognised less cumulative amortisation.
Contingent assets and contingent liabilities are not recognised.
Contingencies are disclosed in note 23.
1.14 Revenue
Revenue from the sale of goods is recognised when all the
following conditions have been satisfied:
> the Group has transferred to the buyer the significant risks
and rewards of ownership of the goods;
> the Group retains neither continuing managerial
involvement to the degree usually associated with
ownership nor effective control over the goods sold;
> the amount of revenue can be measured reliably;
> it is probable that the economic benefits associated with the
transaction will flow to the Group; and
> the costs incurred or to be incurred in respect of the
transaction can be measured reliably.
When the outcome of a transaction involving the rendering of
services can be estimated reliably, revenue associated with
the transaction is recognised by reference to the stage of
completion of the transaction at the end of the reporting
period. The outcome of a transaction can be estimated reliably
when all the following conditions are satisfied:
> the amount of revenue can be measured reliably;
> it is probable that the economic benefits associated with the
transaction will flow to the Group;
> the stage of completion of the transaction at the end of the
reporting period can be measured reliably; and
> the costs incurred for the transaction and the costs to
complete the transaction can be measured reliably.
When the outcome of the transaction involving the rendering
of services cannot be estimated reliably, revenue shall be
recognised only to the extent of the expenses recognised that
are recoverable.
Service revenue is recognised by reference to the stage of
completion of the transaction at the end of the reporting
period. Stage of completion is determined by services
performed to date as a percentage of total services to be
performed.

Revenue is measured at the fair value of the consideration


received or receivable and represents the amounts receivable
for goods and services provided in the normal course of
business, net of trade discounts and volume rebates and value
added tax.
Interest is recognised, in profit or loss, using the effective
interest rate method.
Franchise fees are recognised on the accrual basis in
accordance with the substance of the relevant agreements.
Dividends are recognised, in profit or loss, when the
companys right to receive payment has been established.

> weighted average of the borrowing costs applicable to the


entity on funds generally borrowed for the purpose of
obtaining a qualifying asset. The borrowing costs capitalised
do not exceed the total borrowing costs incurred.
The capitalisation of borrowing costs commences when:
> expenditures for the asset have occurred;
> borrowing costs have been incurred; and
> activities that are necessary to prepare the asset for its
intended use or sale are in progress.
Capitalisation is suspended during extended periods in which
active development is interrupted.

Franchise joining fees are recognised in the month when the


outlet opens for trading.

Capitalisation ceases when all the activities necessary to


prepare the qualifying asset for its intended use or sale are
substantially complete.

Design and project management revenue are recognised


using the stage of completion method.

All other borrowing costs are recognised as an expense in the


period in which they are incurred.

1.15 Advertising levies


The Group receives advertising levies from franchisees that
are utilised in the advertising and promotion of the Groups
brands. Advertising expenditure incurred in excess of the
levies received is carried forward as a prepaid expensed to be
set off against future levies. Any amounts not expensed are
carried forward as liabilities to set off against future
advertising expenditure.

1.18 Translation of foreign currencies


Foreign currency transactions
A foreign currency transaction is recorded, on initial
recognition in Rand, by applying to the foreign currency
amount the spot exchange rate between the functional
currency and the foreign currency at the date of the
transaction.

1.16 Cost of sales


When inventories are sold, the carrying amount of those
inventories is recognised as an expense in the period in which
the related revenue is recognised. The amount of any
writedown of inventories to net realisable value and all losses
of inventories are recognised as an expense in the period the
writedown or loss occurs. The amount of any reversal of any
writedown of inventories, arising from an increase in net
realisable value, is recognised as a reduction in the amount of
inventories recognised as an expense in the period in which
the reversal occurs.
The related cost of providing services recognised as revenue
in the current period is included in cost of sales.
1.17 Borrowing costs
Borrowing costs that are directly attributable to the
acquisition, construction or production of a qualifying asset
are capitalised as part of the cost of that asset until such time
as the asset is ready for its intended use. The amount of
borrowing costs eligible for capitalisation is determined as
follows:
> actual borrowing costs on funds specifically borrowed for
the purpose of obtaining a qualifying asset less any
temporary investment of those borrowings; and

At the end of the reporting period:


> foreign currency monetary items are translated using the
closing rate;
> non-monetary items that are measured in terms of historical
cost in a foreign currency are translated using the exchange
rate at the date of the transaction; and
> non-monetary items that are measured at fair value in a
foreign currency are translated using the exchange rates at
the date when the fair value was determined.
Exchange differences arising on the settlement of monetary
items or on translating monetary items at rates different from
those at which they were translated on initial recognition
during the period or in previous annual financial statements
are recognised in profit or loss in the period in which they
arise.
When a gain or loss on a non-monetary item is recognised to
other comprehensive income and accumulated in equity, any
exchange component of that gain or loss is recognised to
other comprehensive income and accumulated in equity.
When a gain or loss on a non-monetary item is recognised in
profit or loss, any exchange component of that gain or loss is
recognised in profit or loss.
Cash flows arising from transactions in a foreign currency are
recorded in Rand by applying to the foreign currency amount

Notes to the annual financial statements continued


for the year ended 28 February 2014

the exchange rate between the Rand and the foreign currency
at the date of the cash flow.
Investments in subsidiaries and associates
The results and financial position of a foreign operation are
translated into the functional currency using the following
procedures:
> assets and liabilities for each statement of financial position
presented are translated at the closing rate at the date of
that statement of financial position;
> income and expenses for each item of profit or loss are
translated at exchange rates at the dates of the
transactions; and
> all resulting exchange differences are recognised to other
comprehensive income and accumulated as a separate
component of equity.
Exchange differences arising on a monetary item that forms
part of a net investment in a foreign operation are recognised
initially to other comprehensive income and accumulated in
the translation reserve. They are recognised in profit or loss as
a reclassification adjustment through to other comprehensive
income on disposal of the net investment.
Any goodwill arising on the acquisition of a foreign operation
and any fair value adjustments to the carrying amounts of
assets and liabilities arising on the acquisition of that foreign
operation are treated as assets and liabilities of the foreign
operation.
The cash flows of a foreign subsidiary are translated at
theexchange rates between the functional currency and the
foreign currency at the average rate of the year or period.
1.19 Consolidation
Basis of consolidation
The consolidated annual financial statements incorporate the
annual financial statements of the company and all investees
which are controlled by the company.
Control exists when the company has power over the
investee; it is exposed to or has rights to variable returns from
involvement with the investee; and it has the ability to use its
power over the investee to affect the amount of the investors
returns.

Non-controlling interests in the net assets of consolidated


subsidiaries are identified and recognised separately from the
Groups interest therein, and are recognised within equity.
Losses of subsidiaries attributable to non-controlling interests
are allocated to the non-controlling interest even if this results
in a debit balance being recognised for non-controlling
interests.
Transactions that result in changes in ownership levels, where
the Group has control of the subsidiary both before and after
the transaction, are regarded as equity transactions and are
recognised directly in the statement of changes in equity.
The difference between the fair value of consideration paid or
received and the movement in non-controlling interest for
such transactions is recognised in equity attributable to the
owners of the parent.
Where a subsidiary is disposed of and a non-controlling
shareholding is retained, the remaining investment is
measured to fair value with the adjustment to fair value
recognised in profit or loss as part of the gain or loss on
disposal of the controlling interest.
Business combinations
The Group accounts for business combinations using the
acquisition method of accounting. The cost of the business
combination is measured as the aggregate of the fair values of
assets given, liabilities incurred or assumed and equity
instruments issued. Costs directly attributable to the business
combination are expensed as incurred, except the costs to
issue debt which are amortised as part of the effective interest
and costs to issue equity which are included in equity.
Contingent consideration is included in the cost of the
combination at fair value as at the date of acquisition.
Subsequent changes to the assets, liability or equity which
arise as a result of the contingent consideration, are not
effected against goodwill, unless they are valid measurement
period adjustments.

The results of subsidiaries are included in the consolidated


annual financial statements from the effective date of
acquisition to the effective date of disposal.

The acquirees identifiable assets, liabilities and contingent


liabilities which meet the recognition conditions of
IFRS3Business Combinations are recognised at their fair
values at acquisition date, except for non-current assets
(ordisposal group) that are classified as held-for-sale in
accordance with IFRS 5 Non-current Assets Held-for-sale and
Discontinued Operations, which are recognised at fair value
less costs to sell.

Adjustments are made when necessary to the annual financial


statements of subsidiaries to bring their accounting policies in
line with those of the Group.

Contingent liabilities are only included in the identifiable assets


and liabilities of the acquiree where there is a present
obligation at acquisition date.

All intra-group transactions, balances, income and expenses


are eliminated in full on consolidation.

On acquisition, the Group assesses the classification of the


acquirees assets and liabilities and reclassifies them where
the classification is inappropriate for Group purposes.
Non-controlling interests arising from a business combination,
which are present ownership interests, and entitle their
holders to a proportionate share of the entitys net assets in
the event of liquidation, are measured either at the present
ownership interests proportionate share in the recognised
amounts of the acquirees identifiable net assets or at fair
value. The treatment is not an accounting policy choice but is
selected for each individual business combination, and
disclosed in notes 22.4 and 22.5 for business combinations.
In cases where the Group held a non-controlling shareholding
in the acquiree prior to obtaining control, that interest is
measured to fair value as at acquisition date. The
measurement to fair value is included in profit or loss for the
year. Where the existing shareholding was classified as an
available-for-sale financial asset, the cumulative fair value
adjustments recognised previously to other comprehensive
income and accumulated in equity are recognised in profit or
loss as a reclassification adjustment.
Goodwill is determined as the consideration paid, plus the fair
value of any shareholding held prior to obtaining control, plus
non-controlling interest and less the fair value of the
identifiable assets and liabilities of the acquiree.
Goodwill is not amortised but is tested on an annual basis for
impairment. If goodwill is assessed to be impaired, that
impairment is not subsequently reversed.
Goodwill is recognised on consolidation of the foreign entities
and is considered an asset of that foreign group. In such cases
the goodwill is translated to the functional currency of the
Group at the end of each reporting period with the adjustment
recognised in equity through to other comprehensive income.
Investment in associates
An associate is an entity over which the Group has significant
influence and which is neither a subsidiary nor a joint venture.
Significant influence is the power to participate in the financial
and operating policy decisions of the investee but is not
control or joint control over those policies.
The results and assets and liabilities of associates are
incorporated in these consolidated financial statements
usingthe equity method of accounting, except when the
investment is classified as held-for-sale in accordance with
IFRS5Non-current Assets Held-for-sale and Discontinued
Operations. Under the equity method, investments in
associates are carried in the consolidated statement of
financial position at cost adjusted thereafter to recognise the
Groups share of the profit or loss and other comprehensive
income of the associate less any impairment losses. When the

Groups share of losses exceeds the Groups interest in that


associate, the Group discontinues recognising its share of
further losses. Additional losses are recognised only to the
extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the associate. The
most recent available financial statements of the associate are
used by the Group in applying the equity method.
An investment in an associate is accounted for using the
equity method from the date on which the investee becomes
an associate. On acquisition of the investment, an excess of
the cost of the investment over the Groups share of the net
fair value of the identifiable assets and liabilities of the
investee is recognised as goodwill, which is included within
the carrying amount of the investment. Any excess of the
Groups share of the net fair value of the identifiable assets
and liabilities over the cost of the investment, after
reassessment, is recognised immediately in profit or loss in
the period in which the investment is acquired.
When the Group reduces its level of significant influence or
loses significant influence, the Group proportionately
reclassifies the related items which were previously
accumulated in equity through other comprehensive income
to profit or loss as a reclassification adjustment. In such cases,
if an investment remains, that investment is measured to fair
value, with the fair value adjustment being recognised in profit
or loss as part of the gain or loss on disposal.
1.20

Shareholders for dividends and dividends


declared
Dividends payable are recognised as a liability in the period in
which they are declared.

2.

New standards and interpretations

2.1

Standards and interpretations effective and


adopted in the current year
In the current year, the Group has adopted the following
standards and interpretations that are effective for the current
financial year and that are relevant to its operations:
IFRS 10 Consolidated Financial Statements
The standard replaces the consolidation sections of
IAS27Consolidated and Separate Financial Statements and
SIC12Consolidation Special Purpose Entities. The standard
sets out a new definition of control, which exists only when an
entity is exposed to, or has rights to, variable returns from its
involvement with the entity, and has the ability to effect those
returns through power over the investee.
The effective date of the standard is for years beginning on or
after 1 January 2013.
The Group has adopted the standard for the first time in the
2014 annual financial statements.

Notes to the annual financial statements continued


for the year ended 28 February 2014

The adoption of this standard did not result in any material


change in the consolidation status of the Groups subsidiaries.

The related tax disclosures are also required to follow the


presentation allocation.

IAS 27 Separate Financial Statements


Consequential amendment as a result of IFRS 10. The
amended standard now only deals with separate financial
statements.

In addition, the amendment changed the name of the


statement of comprehensive income to the statement of profit
or loss and other comprehensive income.

The effective date of the amendment is for years beginning on


or after 1 January 2013.
The company has adopted the amendment for the first time in
the 2014 annual financial statements.
The impact of the amendment is not material.
IFRS 12 Disclosure of Interests In Other Entities
The standard sets out disclosure requirements for investments
in subsidiaries, associates, joint ventures and unconsolidated
structured entities. The disclosures are intended to provide
information about the significance and exposure to risks of
such interests. The most significant impact is the disclosure
requirement for unconsolidated structured entities or
off-balance sheet vehicles.
The effective date of the standard is for years beginning on or
after 1 January 2013.
The Group has adopted the standard for the first time in the
2014 annual financial statements.
The adoption of this standard has not had a material impact
on the results of the Group, but has resulted in more
disclosure than would have previously been provided in the
annual financial statements.
IFRS 13 Fair Value Measurement
The standard sets out guidance on the measurement and
disclosure of items measured at fair value or required to be
disclosed at fair value in terms of other IFRS.
The effective date of the standard is for years beginning on or
after 1 January 2013.
The Group has adopted the standard for the first time in the
2014 annual financial statements.
The adoption of this standard has not had a material impact
on the results of the Group, but has resulted in more
disclosure than would have previously been provided in the
annual financial statements.

The effective date of the amendment is for years beginning on


or after 1 July 2012.
The Group has adopted the amendment for the first time in
the 2014 annual financial statements.
The adoption of this amendment has not had a material
impact on the results of the Group, but has resulted in more
disclosure than would have previously been provided in the
annual financial statements.
IFRS 7 Disclosures Offsetting Financial Assets and
Financial Liabilities
The amendment requires additional disclosures for financial
assets and liabilities which are offset and for financial
instruments subject to master netting arrangements.
The effective date of the amendment is for years beginning on
or after 1 January 2013.
The Group has adopted the amendment for the first time in
the 2014 annual financial statements.
The adoption of this amendment has not had a material
impact on the results of the Group, but has resulted in more
disclosure than would have previously been provided in the
annual financial statements.
IAS 1 Annual Improvements for 2009 2011 cycle
Clarification is provided on the requirements for comparative
information. Specifically, if a retrospective restatement is
made, a retrospective change in accounting policy or a
reclassification, the statement of financial position at the
beginning of the previous period is only required if the impact
on the beginning of the previous period is material. Related
notes are not required, other than disclosure of specified
information.
The effective date of the amendment is for years beginning on
or after 1 January 2013.
The Group has adopted the amendment for the first time in
the 2014 annual financial statements.
The impact of the amendment is not material.

IAS 1 Presentation of Financial Statements


The amendment now requires items of other comprehensive
income to be presented as:
> those which will be reclassified to profit or loss; or
> those which will not be reclassified to profit or loss.

IAS 16 Annual Improvements for 2009 2011 cycle


Spare parts, standby equipment and servicing equipment
should only be classified as property, plant and equipment if
they meet the definition.

The effective date of the amendment is for years beginning on


or after 1 January 2013.
The Group has adopted the amendment for the first time in
the 2014 annual financial statements.
The impact of the amendment is not material.
IAS 32 Annual Improvements for 2009 2011 cycle
Tax effects of distributions made to holders of equity
instruments. Income tax relating to distributions made to
holders of equity instruments and tax effects of transaction
costs of equity transactions must be accounted for in
accordance with IAS 12 Income Taxes.
The effective date of the amendment is for years beginning on
or after 1 January 2013.
The Group has adopted the amendment for the first time in
the 2014 annual financial statements.
The impact of the amendment is not material.
IAS 32 Offsetting Financial Assets and Financial Liabilities
Clarification of certain aspects concerning the requirements
for offsetting financial assets and financial liabilities.
The effective date of the amendment is for years beginning on
or after 1 January 2013.
The Group has adopted the amendment for the first time in
the 2014 annual financial statements.
The adoption of this amendment has not had a material
impact on the results of the Group, but has resulted in more
disclosure than would have previously been provided in the
annual financial statements.
Transition guidance consolidated financial statements,
joint arrangements and disclosures of interests in other
entities
Transitional guidance for the application of IFRS 10, IFRS 11
and IFRS 12. The amendment limits the requirement to provide
adjusted comparative information to only the preceding
comparative period.
The effective date of the amendment is for years beginning on
or after 1 January 2013.
The Group has adopted the amendment for the first time in
the 2014 annual financial statements.
The impact of the amendment is not material.

2.2
Standards and interpretations early adopted
The Group has chosen not to early adopt any new standards
and interpretations.
2.3
Standards and interpretations not yet effective
The Group has chosen not to early adopt the following
standards and interpretations, which have been published and
are mandatory for the Groups accounting periods beginning
on or after 1 March 2014 or later periods:
IFRS 9 Annual Improvements for 2010 2012 cycle
The effective date of the amendment is for years beginning on
or after 1 July 2014.
The Group expects to adopt the standard for the first time in
the 2016 annual financial statements.
It is unlikely that the standard will have a material impact on
the Groups annual financial statements.
IFRS 9 Financial Instruments
The effective date of the amendment has not yet been
announced.
The adoption of this amendment is not expected to impact on
the results of the Group, but may result in more disclosure
than is currently provided in the annual financial statements.
IFRS 2 Annual Improvements for 2010 2012 cycle
The effective date of the amendment is for years beginning on
or after 1 July 2014.
The Group expects to adopt the amendment for the first time
in the 2016 annual financial statements.
It is unlikely that the amendment will have a material impact
on the Groups annual financial statements.
IFRS 3 Annual Improvements for 2010 2012 cycle
The effective date of the amendment is for years beginning on
or after 1 July 2014.
The Group expects to adopt the amendment for the first time
in the 2016 annual financial statements.
It is unlikely that the amendment will have a material impact
on the Groups annual financial statements.
IFRS 3 Annual Improvements for 2011 2013 cycle
The effective date of the amendment is for years beginning on
or after 1 July 2014.
The Group expects to adopt the amendment for the first time
in the 2016 annual financial statements.

Notes to the annual financial statements continued


for the year ended 28 February 2014

It is unlikely that the amendment will have a material impact


on the Groups annual financial statements.

The Group expects to adopt the amendment for the first time
in the 2016 annual financial statements.

IFRS 8 Annual Improvements for 2010 2012 cycle


The effective date of the amendment is for years beginning on
or after 1 July 2014.

It is unlikely that the amendment will have a material impact


on the Groups annual financial statements.

The Group expects to adopt the amendment for the first time
in the 2016 annual financial statements.

IAS 38 Annual Improvements for 2010 2012 cycle


The effective date of the amendment is for years beginning on
or after 1 July 2014.

It is unlikely that the amendment will have a material impact


on the Groups annual financial statements.

The Group expects to adopt the amendment for the first time
in the 2016 annual financial statements.

IFRS 13 Annual Improvements for 2010 2012 cycle


The effective date of the amendment is for years beginning on
or after 1 July 2014.

It is unlikely that the amendment will have a material impact


on the Groups annual financial statements.
2.4

The Group expects to adopt the amendment for the first time
in the 2016 annual financial statements.
It is unlikely that the amendment will have a material impact
on the Groups annual financial statements.
IAS 24 Annual Improvements for 2010 2012 cycle
The effective date of the amendment is for years beginning on
or after 1 July 2014.

Standards and interpretations not yet effective


or relevant
All other standards and interpretations that have been
published and are mandatory for the Groups accounting
periods beginning on or after 1 March 2014 or later periods
are not relevant to its operations.

Group

3.

2013
R000

2014
R000

2013
R000

2 234 862
591 117

1 984 508
514 988
16 791

988

986

2 825 979

2 516 287

988

986

4 871
3 998
3 235
763
33 555

3 083
3 635
3 096
539
30 472

336 776
(508)

12 435
(9 223)
94 123
(65 926)
3 554

295 805
(270)
2 040
9 468
(5 499)
83 930
(40 972)
2 750

602
(5 140)
3 248

(119)

5 456

720

(98)

2 068

691

164 213
308

135 228
(1 741)

1 082
1 154

435
410

(1 262)
(1 404)

130 821

2 236

845

Profit before taxation


Profit before taxation is arrived at after taking into
account, among other items, those detailed below:
Amortisation of intangible assets
Auditors remuneration
Audit fee
Fees for other services
Depreciation of property, plant and equipment
Directors remuneration
Executive directors
Non-executive directors
Less: Amounts paid by subsidiaries
Employee costs
Foreign exchange profit
Impairment of goodwill
Interest and finance charges paid
Interest received
Operating lease charges on immovable property
Operating lease charges recovered from sub-lessees
Operating lease charges on movable property
Loss/(profit) on disposal of property, plant, equipment,
intangibles and shares
Share of profit of associates
Share-based payments equity-settled
Share-based payments cash-settled

5.

2014
R000

Revenue
Sale of goods
Services rendered and franchise revenue
Financing element of revenue

4.

Company

1 338
13 197
1 338
(13 197)

(669)

(36)
19 321
(23 483)

711
12 211
711
(12 211)

(303)

(41)
16 222
(17 650)

Taxation
Normal taxation
Current taxation
Deferred taxation
Movement in deferred taxation due to change in
taxation rate
Overprovision prior years (deferred and current)
Secondary taxation on companies

(2 556)

20
161 985

Notes to the annual financial statements continued


for the year ended 28 February 2014

Group

5.

6.

Company

2014
%

2013
%

2014
%

2013
%

Reconciliation of rate of taxation


South African normal rate of taxation
Reduction in rate for year, due to:
Exempt income
Current taxation overprovision prior years
Increase in rate for year, due to:
Disallowable expenditure

28.0
(0.3)
(0.3)

0.8
0.8

28.0
(0.3)

(0.3)
0.6
0.6

28.0
(27.3)
(27.3)

0.1
0.1

28.0
(27.6)
(27.6)

Effective rate of taxation

28.5

28.3

0.8

0.4

Taxation continued

Earnings and diluted earnings per share


The calculation of basic earnings per ordinary share is
based on earnings of R401 636 259 (2013: R328805043)
and a weighted average number of shares in issue of
98 942 130 (2013: 97 377 435).
The calculation of diluted earnings per ordinary share
is based on diluted earnings of R403 123 034 (2013:
R331 515 822) and a weighted average number of
shares in issue of 99 577 130 (2013: 99 377 435), after
taking into account the effect of the possible issue of
635 000 (2013: 2 000 000) ordinary shares in the future
relating to the share incentive scheme.
Reconciliation between earnings and diluted
earnings

R000

R000

Attributable profit to owners of Famous Brands Limited


Adjustment for:
After taxation interest receivable on future share
placements

401 637

328 805

1 487

2 711

Diluted earnings

403 124

331 516

Earnings per share (cents)

406

338

Diluted earnings per share (cents)

405

334

Group

7.

Company

2014
R000

2013
R000

401 637

328 805

2 040
1 469

602

(119)

433

(86)

(183)

(128)

2014
R000

2013
R000

Headline earnings and diluted headline


earnings per share
The calculation of headline earnings per ordinary
shareis based on headline earnings of R401 941 099
(2013: R330 187 558) and a weighted average number
of shares in issue of 98 942 130 (2013: 97 377 435).
The calculation of diluted headline earnings per
ordinary share is based on diluted headline earnings
ofR403 427 874 (2013: R332 898 337) and a weighted
average number of shares in issue of 99 577 130
(2013:99 937 435), after taking into account the effect
of the possible issue of 635 000 (2013: 2 000 000)
ordinary shares in the future relating to the share
incentive scheme.
Reconciliation between earnings, headline
earnings and diluted headline earnings
Attributable profit to owners of Famous Brands Limited
Adjustments for:
Impairment of goodwill (gross)
Impairment of goodwill (net)
Loss/(profit) on disposal of property, plant, equipment
and intangibles (gross)
Loss/(profit) on disposal of property, plant, equipment
and intangibles (net)
Less: The remeasurements included in equityaccounted earnings of associates (gross)
Less: The remeasurements included in equityaccounted earnings of associates (net)

8.

Headline earnings
Adjustment for:
After taxation interest receivable on future share
placements

401 942

330 188

1 487

2 711

Diluted headline earnings

403 429

332 899

Headline earnings per share (cents)

406

339

Diluted headline earnings per share (cents)

405

335

140 433
128 737

117 308
105 578

140 433
128 737

117 308
105 578

269 170

222 886

269 170

222 886

Dividends
No. 37 of 142 cents, paid 15 July 2013
No. 38 of 130 cents, paid 9 December 2013
Dividends on treasury shares held through the share
incentive scheme

(103)
269 067

(20)

222 866

269 170

222 886

Dividends in the 2013 financial year were as follows:


No. 35 of 120 cents, paid 16 July 2012
No. 36 of 108 cents, paid 10 December 2012
Further information related to the dividend No. 39 declared subsequent to year end is available within the report of the
directors on page 44.

Notes to the annual financial statements continued


for the year ended 28 February 2014

Land and
buildings
R000

9.

Leasehold
improve- Plant and
ments equipment
R000
R000

Motor Computer
vehicles equipment
R000
R000

Furniture,
fittings
Computer and office
software equipment
R000
R000

Total
R000

Property,
plant and
equipment
2014

Group
Cost
Opening
balance
Additions
Acquired in
business
combination
Foreign
currency
translation
Disposals
Transfer
Closing
balance
Accumulated
depreciation
Opening
balance
Depreciation
for the year
Foreign
currency
translation
Disposals
Transfer
Closing
balance
Net carrying
amount

13 029
149

17 467
549

172 375
25 314

85 073
7 609

26 929
1 731

18 181
5 433

121

2 284

332

202

(2 582)

880

(8 338)

10 596

10 679

423

(1 800)
13 806

168

3 107

14
(4 778)
(2 671)

(99)
(1 318)

211 979

85 579

27 445

24 301

26 625 397 204

9 086

56 371

45 668

21 693

11 331

26 119 170 691

564

17 354

6 663

4 071

2 941

(852)
6 366

1
(3 538)
(4 463)

(60)
(994)

(17)
704

31 717 364 771


3 285 44 070

(6)
572

1 594
2 488

(6 694)
(10 139) (10 538)

1 962

33 555

(196)

878

(2 999)

1 498
2 377

(4 456)
(8 824) (10 538)

227

7 529

79 239

44 331

24 710

14 838

20 755 191 629

10 369

3 150

132 740

41 248

2 735

9 463

5 870 205 575

Land and buildings comprise Erf 344 Halfway House Ext. 17, Township Registration division I.R. in Gauteng province
measuring 7 505 square metres, Erf 219 Sunderland Ridge Ext. 1, Centurion in Gauteng province measuring 1 500 square
metres and Erf 218 Sunderland Ridge Ext. 1, Centurion in Gauteng province measuring 1 500 square metres.
The cost and net carrying amount of the land within land and buildings (see above) is R6 453 750 (2013: R6 453 750).
The fair value of land and buildings is estimated by the directors to be R12 500 000 (2013: R13 500 000). Land and
buildings are valued every three years by an independent valuer. The last valuation date was 28 February 2014.

9.

Computer
software
R000

Furniture,
fittings
and office
equipment
R000

Total
R000

24 602
2 388

13 875
4 306

29 153
2 415

298 284
68 041

232

70

127

2 981

(838)

(4 123)

(131)

24
(2)

559
(5 094)

17 467

172 375

85 073

26 929

18 181

31 717

364 771

299

7 012

43 140

40 632

18 000

10 212

23 250

142 545

124

1 586

13 569

7 426

3 796

1 119

2 852

30 472

488

(338)

(2 390)

(103)

19
(2)

507
(2 833)

423

9 086

56 371

45 668

21 693

11 331

26 119

170 691

12 606

8 381

116 004

39 405

5 236

6 850

5 598

194 080

Land and
buildings
R000

Leasehold
improvements
R000

Plant and
equipment
R000

Motor
vehicles
R000

Computer
equipment
R000

10 598
2 431

10 043
6 813

127 708
43 029

82 305
6 659

76

2 476

535

13 029

Property,
plant and
equipment
continued
2013

Group
Cost
Opening
balance
Additions
Acquired in
business
combination
Foreign
currency
translation
Disposals
Closing
balance
Accumulated
depreciation
Opening
balance
Depreciation
for the year
Foreign
currency
translation
Disposals
Closing
balance
Net carrying
amount

Notes to the annual financial statements continued


for the year ended 28 February 2014

2014

2013

Franchise
incentives,
lease
premiums
and
Tradesimilar
marks Goodwill
R000
R000
R000

10.

Total
R000

Trademarks Goodwill
R000
R000

Franchise
incentives,
lease
premiums
and
similar
R000

Total
R000

Intangible assets
Group
Cost
Opening balance
Acquisitions through
business
combinations
Additions
Disposal
Transfer
Impairment
Foreign currency
translation
Closing balance

374 735

414 298

7 525

(651)
(750)

8 753

19 767

7 492
(292)
750

808 800

16 278
7 492
(943)

282 947

402 621

14 329

699 897

85 000

5 019

(2 040)

4 291

90 019
4 291

(2 040)

21 843

27 312

4 291

53 446

6 788

8 698

1 147

16 633

402 702

450 363

32 008

885 073

374 735

414 298

19 767

808 800

8 330

8 330

4 920

4 920

Accumulated
amortisation
Opening balance
Amortisation for the
year
Disposal
Foreign currency
translation

4 871
(292)

4 871
(292)

3 083

3 083

1 820

1 820

327

327

Closing balance

14 729

14 729

8 330

8 330

402 702

450 363

17 279

870 344

374 735

414 298

11 437

800 470

Net carrying
amount

Trademarks
All the Groups trademarks have been assessed as indefinite life intangible assets. The trademark acquired in 2014
through business combinations related to the acquisition of the business of The Bread Basket. The trademarks acquired in
2013 as part of business combinations related to the acquisition of the businesses of Europa and Fego Caff. The
Blacksteer and Juicy Lucy trademarks were disposed of during the year.
The Group does not amortise its brands by value. In arriving at the conclusion that a brand has an indefinite life,
management considers that the Group is a brands business and expects to acquire, hold and support brands for an
indefinite period. The Group supports its brands through spending on consumer marketing and through significant
investment in promotional support.
Indefinite life trademarks are assessed as such, as management believes there is no foreseeable limit over which the
Group will continue to generate revenues from their continued use. Supporting this assumption is the fact that the brands
held are established, well known, and can reasonably be expected to generate revenues beyond the Groups strategic
planning horizon. In addition, the Group can continue to renew legal rights attached to such trademarks, without
significant costs, and intends to do so beyond the foreseeable future.
As disclosed in notes 18 and 23, until 11 November 2013, certain trademarks of the Group were hypothecated in favour of
Investec Bank Limited.
Goodwill
Goodwill acquired during the year ended February 2014 as part of business combinations related to the acquisition of
the Turn n Tender business (Pink Potato Trading 103 Proprietary Limited). Goodwill acquired during the year ended
February 2013 as part of business combinations related to the acquisition of the Famous Brands Coffee Company
Proprietary Limited.

10.

Intangible assets continued


Franchise incentives, lease premiums and similar
Franchise incentives and similar represent financial assistance given to franchisees in respect of fit-out costs. Together
with lease premiums, these are initially measured at cost and amortised over the period of the franchise agreements.
Impairment reviews of goodwill and indefinite life intangible assets
For the purposes of impairment testing, goodwill is allocated to the smallest cash-generating unit. Significant goodwill and
indefinite life intangible asset carrying amounts and the cash-generating units to which they relate are detailed below.

Trademarks
Domestic
Wimpy, Debonairs Pizza,
FishAways, Milky Lane, Steers,
tashas, Vovo Telo, KEG,
Mugg & Bean, Europa,
Fego Caff, The Bread Basket
International
Wimpy UK
Goodwill
Domestic
Wimpy, Debonairs Pizza,
FishAways, Steers, OHagans,
Famous Brands Coffee
Company, Turn n Tender
International
Wimpy UK

Unit(s) allocated

2014
Carrying
amount
R000

2013
Carrying
amount
R000

Local franchise and supply chain revenue stream

317 377

311 253

85 325

63 482

Local franchise and supply chain revenue stream

343 675

302 442

Famous Brands UK franchising revenue stream

106 688

79 376

Famous Brands UK franchising revenue stream

South African-based intangibles


The recoverable amounts of trademarks and goodwill have been determined on the basis of value-in-use calculations.
Value-in-use calculations use cash flow projections based on 2015 financial year budgets, approved by management,
extrapolated by a combination of volume growth rates and long-term growth rates of between 6% and 12% for four years.
These five-year cumulative cash flows are discounted using a pre-tax weighted average cost of capital of 14.7% (2013:
14.6%).
UK-based intangibles
The recoverable amounts of trademarks and goodwill and other intangibles have been determined on the basis of
value-in-use calculations. Value-in-use calculations use cash flow projections based on 2015 financial year budgets,
approved by management, extrapolated over the following four years with an annuity calculation thereafter to represent
aterminal value at an average growth rate of 3% (2013: 3%). The five-year cumulative cash flow was discounted using a
pre-tax weighted average cost of capital of 9.9% (2013: 9.9%). There was no impairment recognised in the current period.
For the period to February 2013 an impairment of R2 039 639 or GBP 153 000 was recognised.
Key assumptions used in value-in-use calculations include budgeted manufacturing margins and budgeted franchising
revenue streams. Such assumptions are based on historical results adjusted for anticipated future growth. These
assumptions are a reflection of managements past experience in the market in which these units operate.
Based on the above assumptions, managements calculations of recoverable amounts were greater than the carrying
amounts.
Sensitivity analysis
If the revised estimated pre-tax discount rate applied to the discounted cash flows had been 10% less favourable than
managements estimates, the Group would need to reduce the carrying value of the trademarks by Rnil (2013: Rnil) and
goodwill by Rnil (2013: R12 015 534). If the actual gross margin and the pre-tax discounted rate had been more favourable
than managements estimates, the Group would not be able to reverse any impairment losses that arose on trademarks, if
this resulted from the disposal of the relevant business in the cash-generating unit, as no previous trademark impairment
has been recognised. IAS 36 does not permit reversing an impairment loss for goodwill.

Notes to the annual financial statements continued


for the year ended 28 February 2014

11.

Investment in associates

Principal
activity

Place of
incorporation
and operation

Year end

Effective
date of
acquisition

Name of associate
UAC Restaurants Limited
Sauce Advertising Proprietary Limited

Quick service
restaurants
Advertising

Nigeria 31 Dec 2013


South Africa 28 Feb 2014

1 Oct 2013
1 Mar 2013

Proportion of
ownership
interest
and voting
power held by
Famous
Brands Group

Investment in
associate

2014

2013

R000

49%
35%

50 786
2 148
52 934

All of the above associates are accounted for using the equity method in these consolidated financial statements.
Summarised financial information in respect of the Groups material associate is set out below. The summarised financial information
below represents the associates financial statements prepared in accordance with IFRS.
UAC Restaurants Limited
UAC Restaurants Limited is a subsidiary of UAC of Nigeria plc, a leading diversified conglomerate with operations in foods, paints, logistics
and real estate, listed on the Nigerian stock exchange. The year end of UAC of Nigeria plc is 31 December 2013.
The latest available IFRS-compliant financial statements of UAC Restaurants Limited were at 31 December 2013 (stated in Nigerian Naira (N)).
Management accounts to 28 February 2014 were used to calculate the share of profits of associates post 31 December 2013.
31 December 2013
N000
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Revenue
Profit from continuing operations
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Dividends received from the associate during the year

896 289
331 876
(769 244)

1 534 064
285 431
285 431

285 431

Reconciliation of the above summarised financial information to the carrying amount of the interest in UAC Restaurants Limited
recognised in the consolidated financial statements:
N000
Net assets of the associate
Proportion of the Groups ownership interest

458 921
49%
R000

Net asset value of the Groups ownership interest


Goodwill
Carrying amount of the Groups interest in UAC Restaurants Limited

14 508
36 278
50 786

Aggregate information of associates that are not individually material


R000
The Groups share of profit from continuing operations

1 813

The Groups share of other comprehensive income

1 813

Aggregate carrying amount of the Groups interest in this associate

2 148

Group
2014
R000

12.

Company
2013
R000

2014
R000

2013
R000

Investment in subsidiaries
Unlisted shares at cost less amounts written off
Net amount owing to subsidiaries

335 699
(12 592)

332 656
(50 409)

323 107

282 247

A schedule of subsidiaries of the company is set out in


Annexure A.

13.

Deferred taxation
Movement
Balance at the beginning of the year
Acquired in business combinations
Adjustment in respect of the prior year
Foreign currency effect
Movement through profit and loss
Movement due to change in taxation rate
Analysis
Excess capital allowances over depreciation
Effect of taxation losses
Prepayments
Provisions
Other temporary differences
Trademark valuation upon business combinations

39 012

126
4 647
308
(2 556)

40 162
183

1 670
(1 741)
(1 262)

(1 866)

41 537

39 012

(712)

(1 866)

23 700
(5 667)
2 900
(6 502)
(10 492)

21 804
(261)
1 037
(6 139)
(11 715)

(712)

(1 866)

3 939
37 598

4 726
34 286

(712)

(1 866)

41 537

39 012

(712)

(1 866)

(11 075)
52 612

(11 587)
50 599

(712)

(1 866)

41 537

39 012

(712)

(1 866)

54 042
113 418
3 639
6 412

92 776
70 098

4 403

177 511

167 277

1 154

(2 276)

410

The deferred tax liability of R37 598 360 (2013:


R34286317) is associated with the valuation
ofthetrademarks under IFRS 3 Business
Combinations.This will only reverse on a change
intaxrate, an impairment of the trademark asset or
ondisposal ofthe businesses.
The balance comprises
Aggregate of deferred tax assets
Aggregate of deferred tax liabilities

14.

Inventories
Raw materials
Finished goods
Stock in transit
Consumables

Cost of goods sold during the period amounted to R1 598 583 135 (2013: R1 463 721 547).
Writedowns of inventories to their net realisable value and obsolete stock provisions, mainly relating to finished goods,
amounted to R135 115 (2013: R662 304), and have reduced gross inventories to the carrying amounts above.
There are no inventories pledged as security for liabilities.

Notes to the annual financial statements continued


for the year ended 28 February 2014

Group
2014
R000

15.

Company
2013
R000

2014
R000

2013
R000

Trade and other receivables


Gross trade receivables
Provisions for impairments

264 842
(4 474)

234 064
(4 133)

Net trade receivables


Prepayments
VAT receivable
Other

260 368
12 734
3 023
1 742

229 931
10 176
4 569
4 861

14
294

277 867

249 537

308

255 414
3 182
1 935
895
3 416

193 381
23 970
6 641
2 113
7 959

264 842

234 064

1 213

5 939

As disclosed in note 18, until 11 November 2013,


certain trade receivables of the Group were ceded in
favour of Investec Bank Limited.

Group
Credit quality of trade and other receivables
The Group has a wide customer base. No credit rating
has been obtained from banks. One debtor has a
current balance in excess of 5% of the trade
receivables balance amounting to R28 721 670
(2013: R18 227 427).
The table below illustrates the trade receivables
ageing analysis:
Less than 30 days
31 to 60 days
61 to 90 days
91 to 120 days
Over 120 days
It is the policy of the company to allow seven to
90-day payment terms.
Fair value of trade and other receivables
There is no material difference between the fair value
of trade and other receivables and their book value.
Trade and other receivables past due and not
impaired
Trade and other receivables that are less than three
months past due are not considered to be impaired
unless specific circumstances indicate otherwise.
At 28 February 2014, amounts further past due but
notimpaired were R1 211 738 (2013: R5 938 494).
Theageing of these amounts further past due but
notimpaired was as follows:
Over 120 days

Group

15.

Company

2014
R000

2013
R000

1 342
406
329
194
2 203

4 133

4 474

4 133

4 133
3 093
(2 752)

6 252
(1 618)
(501)

4 474

4 133

2014
R000

Trade and other receivables continued


Trade and other receivables impaired
At 28 February 2014, trade and other receivables were
impaired and provided for.
The amount of the provision at 28 February 2014 was
R4 474 415 (2013: R4 133 127).
The ageing of these receivables is as follows:
Less than 30 days
31 to 60 days
61 to 90 days
91 to 120 days
Over 120 days
Reconciliation of provisions for impairment of
trade and other receivables
Opening balance
Provision for impairment
Amounts written off as uncollectible

The maximum exposure to credit risk at the reporting date is the fair value of trade and other receivables above.
The Group does not hold any collateral as security.

2013
R000

Notes to the annual financial statements continued


for the year ended 28 February 2014

Group

16.

Company

2014
R000

2013
R000

2014
R000

2013
R000

Share capital
Share premium

992
100 039

978
62 278

992
101 409

978
63 648

Issued share capital and share premium

101 031

63 256

102 401

64 626

2 000

2 000

2 000

2 000

992

978

992

978

1 008

1 022

1 008

1 022

62 278
37 761

36 075
26 203

63 648
37 761

37 445
26 203

100 039

62 278

101 409

63 648

10 775

10 775

64 521
36 720

5 492
33 472

36 720

33 472

101 241

38 964

47 495

44 247

Issued share capital and share premium

Share capital
Authorised
200 000 000 (2013: 200 000 000) ordinary par value
shares of 1 cent each
Issued
99 242 435 (2013: 97 827 435) ordinary par value
shares of 1 cent each
Unissued
100 757 565 (2013: 102 172 565) ordinary par value
shares of 1 cent each
3% of the unissued shares are under the control of the
directors until the next annual general meeting.
7 272 538 (2013: 8 687 538) of the unissued ordinary
shares are specifically reserved for the share incentive
scheme, of which 635 000 (2013: 2 000 000) options
have already been offered to and accepted by
directors and employees.
Share premium
Balance at the beginning of the year
Premium on shares issued
Balance at the end of the year

17.

Other reserves
Capital profit on sale of the companys business to a
subsidiary
Foreign currency translation reserve
Share-based payments

Group

18.

Company

2014
R000

2013
R000

2014
R000

2013
R000

65 000

130 000

Secured loan from Investec Bank Limited bearing


interest at 2.25% above the three-month JIBAR rate.
The final quarterly instalment was paid on
16May2013.

8 214

Secured loan from Investec Bank Limited bearing


interest at 4.0% above the three-month JIBAR rate.
Thefinal quarterly instalment was paid on
11November2013.

27 613

65 000

165 827

65 000

88 514

Non-current liabilities

77 313

Repayable within two to five years

77 313

Interest-bearing borrowings
Secured loans
Secured loan from Absa Bank Limited bearing interest
at 1.25% above the three-month JIBAR rate. The final
quarterly repricing JIBAR rate was 6.925%
(2013:5.083%). The loan is repayable in quarterly
instalments which commenced on 31 May 2013 with a
final instalment on 28 February 2015. The current
instalment payable is R17 372 229 (2013: R18 325 142).
The loan arose to fund the acquisition of the Europa
and Fego Caff business and is secured by an
irrevocable and unconditional guarantee issued by the
company.

The above loans from Investec Bank Limited were


secured until 11 November 2013 by irrevocable,
unconditional, joint and severable guarantees issued
by the company and certain of its subsidiaries.
In terms of the memorandum of incorporation of the
company, the borrowing powers of the directors shall
be unlimited.
Repayments within one year will be funded by existing
cash balances and future cash inflows.
Total liabilities
Repayable within one year transferred to current
liabilities

Notes to the annual financial statements continued


for the year ended 28 February 2014

Group

19.

Company

2014
R000

2013
R000

2014
R000

2013
R000

7 815
(4 148)

8 823
(1 008)

6 664
(4 120)

8 128
(1 464)

Closing balance

3 667

7 815

2 544

6 664

Analysed as follows
Current liabilities
Non-current liabilities

2 544
1 123

5 271
2 544

2 544

4 120
2 544

3 667

7 815

2 544

6 664

137 106
136 479
6 364
9 526
1 520

116 574
128 142
6 488
9 341
803

254

40

290 995

261 348

256

40

Coega Dairy Holdings Proprietary Limited


The loan is unsecured, interest-free and has no fixed
terms of repayment.
Non-controlling shareholders of Famous Brands Great
Bakery Company Proprietary Limited
The loan is unsecured, interest-free and has no fixed
terms of repayment.
Non-controlling shareholders of Famous Brands
Coffee Company Proprietary Limited
The loan is unsecured, interest-free and has no fixed
terms of repayment.

23 666

12 283

5 279

399

Total non-controlling shareholder loans

29 344

12 283

Deferred lease liabilities


Opening balance
Movement during the year

Details of the lease rentals are disclosed in note 24.1.

20.

Trade and other payables


Trade payables
Accruals and deferred income
Advertising levy surplus
VAT payable
Other
Accruals and deferred income represent
miscellaneouscontractual liabilities that relate to
expenses that were incurred, but not paid for at the
year end and income received during the year, for
which the Group had not supplied the goods or
services at the end of the year.
The book value of trade payables, accruals and
deferred income is considered to be in line with their
fair values.
Other payables comprise miscellaneous minor items.

21.

Non-controlling shareholder loans

The book value of the loans is considered to be in line with the fair value.

Group
2014
R000

2013
R000

2014
R000

2013
R000

567 445

461 873

273 254

223 605

4 871
33 555

3 083
30 472

(3 957)

2 068
(4 148)

3 212

(942)
2 040
691
(1 008)
(2 119)
3 969

(270 003)

(4 120)

(36)

(222 000)

(1 464)

(41)

602
(5 140)
3 248

(119)

5 456

Cash generated before changes in working capital


Working capital changes
Increase in inventories
(Increase)/decrease in receivables
Increase/(decrease) in payables

601 756
(8 197)
(9 955)
(22 674)
24 432

503 396
(21 117)
(47 281)
(46 911)
73 075

(185)
229

12
217

2
(212)

(12)
(200)

Cash generated by operations

593 559

482 279

44

(210)

(6 877)
(161 985)
(2 248)
155
(493)
4 700

(11 330)
(130 821)
(1 150)

(83)
6 877

(959)
(2 236)
1 154

(166 748)

(136 507)

(1 258)

(986)

(1 246)
(270 946)
1 067

(671)
(223 748)
1 246

(1 202)
(269 170)
1 067

(671)
(222 886)
1 202

(271 125)

(223 173)

(269 305)

(222 355)

22.

Cash flow information

22.1

Reconciliation of profit before taxation to cash


generated by operations
Profit before taxation
Adjustments for:
Amortisation of intangible assets
Depreciation of property, plant and equipment
Dividends received
Foreign currency effect of equity loans
Impairment of goodwill
Movement in share-based payment liability
Movement in deferred lease liabilities
Movement in doubtful debts provision
Net interest paid/(received)
Loss/(profit) on disposal of property, plant,
equipment, intangibles and shares
Share of profits from associates
Share-based payments reserve

22.2

22.3

Company

Reconciliation of taxation paid during the year


Amounts owing at the beginning of the year
Amounts charged to profit and loss
Adjustment for deferred taxation
Acquisition of subsidiary
Foreign currency effect
Amounts owing at the end of the year
Reconciliation of dividends paid during the year
Amounts owing at the beginning of the year
Amounts charged to retained earnings
Amounts owing at the end of the year

720

783

(98)

(1 510)
(845)
410

959

Notes to the annual financial statements continued


for the year ended 28 February 2014

Group
2014
R000

22.

Cash flow information continued

22.4

Acquisition of business operations


Effective 1 April 2013, the Group acquired a 51% share
of the business assets of The Bread Basket (renamed
Famous Brands Great Bakery Company Proprietary
Limited) for a purchase consideration of R5.5 million.
The purchase consideration was allocated as follows:
Property, plant and equipment
Trademarks
Inventories
Net assets acquired
Non-controlling interests measured at their share of
the fair value of net assets

22.5

Company
2013
R000

3 034
7 525
225
10 784
(5 284)

Amount capitalised

5 500

Cash flow on acquisition of business

5 500

Effective 1 December 2012, the Group acquired the


business of Europa and Fego Caff for a purchase
consideration of R85.0 million. The purchase
consideration was allocated to trademarks

85 000

Net assets acquired

85 000

Cash flow on acquisition of business

85 000

Investment in subsidiary
Effective 1 June 2013, a 51% interest was acquired in
Pink Potato Trading 103 Proprietary Limited, for the
Turn n Tender Steakhouse business, for a purchase
consideration of R9.3 million. R8.8 million was
allocated to goodwill because of anticipated scale and
merger benefits related to both franchising and
manufacturing capabilities.
Fair value of assets and liabilities acquired
Property, plant and equipment
Trade and other receivables
Inventories
Cash and cash equivalents
Trade and other payables
Tax receivable
Net assets acquired
Non-controlling interests measured at their share of
the fair value of net assets
Amount capitalised

73
2 050
220
260
(1 721)
155
1 037
(508)
529

Goodwill

8 753

Purchase price
Less: Cash and cash equivalents

9 282
(260)

Cash flow on investment in subsidiary

9 022

2014
R000

2013
R000

Group
2014
R000

22.

Cash flow information continued

22.5

Investment in subsidiary continued


Effective 1 July 2012, a 60% interest was acquired in
Java Lava Beverage Manufacturers Proprietary Limited
(renamed Famous Brands Coffee Company Proprietary
Limited), a state-of-the-art coffee roasting and
packaging business, for a purchase consideration of
R7.3 million. R5.0 million was allocated to goodwill
because of anticipated scale and merger benefits
related to manufacturing capability.
Fair value of assets and liabilities acquired
Property, plant and equipment
Trade and other receivables
Inventories
Cash and cash equivalents
Other liabilities
Deferred tax liability

Company
2013
R000

2014
R000

2013
R000

2 981
4 178
3 103
3
(6 347)
(183)

Net assets acquired


Non-controlling interests measured at their share of
the fair value of net assets

3 735
(1 494)

Amount capitalised

2 241

Goodwill

5 019

Purchase price
Less: Cash and cash equivalents

7 260
(3)

Cash flow on investment in subsidiary

7 257

Revenues and operating profits of these acquisitions


have been incorporated into the Groups reporting
structures and additional synergies are not measured
separately.
The acquisition of these businesses and brands aligns
with our strategic intent to grow and develop
franchised leisure brands supported by the Groups
vertically integrated business model.
22.6

Investment in associates
Effective 1 March 2013, the Group acquired a 35%
stake in McEwan Advertising Proprietary Limited
(renamed Sauce Advertising Proprietary Limited)
Effective 1 October 2013, the Group acquired a 49%
stake in UAC Restaurants Limited in Nigeria which
houses the Mr Biggs brand

335

47 459

47 794

Notes to the annual financial statements continued


for the year ended 28 February 2014

Group

22.

Cash flow information continued

22.7

Cash and cash equivalents


Cash and cash equivalents included in the cash flow
statement comprise the following statement of
financial position items:
Cash and cash equivalents
As described in the accounting policies, certain bank
overdrafts payable on demand fluctuate from being
positive to overdrawn and are considered an integral
part of the Groups cash management for cash flow
statement purposes. At year end the total bank
overdraft amounted to R38 981 270 (2013:
R38469770).

Company

2014
R000

2013
R000

2014
R000

2013
R000

90 699

84 736

998

1 740

There is no material difference between the fair value


and the book value of cash and cash equivalents.

23.

Contingent liabilities

23.1

The company and its South African subsidiaries had issued an irrevocable, unconditional, joint and severable guarantee in
favour of Investec Bank Limited to secure the Groups obligations. The total Group obligation at year end amounts to Rnil
(2013: R35 827 272). As a further security, until 11 November 2013, certain companies within the Group had hypothecated
rights to trademarks in favour of Investec Bank Limited.

23.2

The company and its wholly owned South African subsidiaries have issued an unlimited suretyship in favour of FirstRand
Bank Limited to secure the banking facilities entered into by certain subsidiary companies.

23.3

Guarantees issued by banks in favour of trade creditors totalled R5 579 873 (2013: R18 520 763).

23.4

The company has issued an irrevocable and unconditional guarantee in favour of Absa Bank Limited to secure the Groups
obligations. The total Group obligation at year end amounts to R65 million (2013: R130 million).

24.

Commitments

24.1

Operating leases and consulting fees


The company and the Group have commitments arising from property leases for its own business operations and leases
entered into to secure key sites for franchised outlets. With regard to leases entered into to secure key sites, it is the
Groups policy to enter into sub-lease agreements with the franchisees on the same terms and conditions as those in the
main lease.
Lease rentals are negotiated on an average term of six years and escalated at an average rate of 9% p.a. No contingent rent
is payable.
In circumstances where the amounts recoverable are lower than the amounts payable, the Group immediately recognises
provisions for onerous contracts.
Certain operating commitments relating to computer equipment and professional fees exist.

Group

Company

2014
R000

24.

Commitments continued

24.1

Operating leases and consulting fees continued

2013
R000

2014
R000

2013
R000

The net future minimum rentals due under operating


leases are as follows:
Gross amounts due
Amounts recoverable from sub-lessees
The gross future minimum rentals due are repayable
as follows:
Payable within the next 12 months
Payable within two to five years
Thereafter
24.2

Capital expenditure
Approved by the directors but not contracted for

167 857
(115 059)

161 140
(87 048)

11 180
(11 180)

31 432
(31 432)

52 798

74 092

59 040
108 817

59 078
94 804
7 258

11 180

19 362
12 070

167 857

161 140

11 180

31 432

52 389

46 942

This capital expenditure relates to additions and


improvements to production facilities, motor vehicles,
franchise incentives, computer equipment and
furniture and fittings.
It is anticipated that this expenditure will be financed
by existing borrowing facilities and internally
generated funds.

25.

Retirement benefit plans


Employees within the Group are members of four provident funds. Three funds are administered by Liberty Life and one
fund by Borwa Financial Services. Each fund provides benefits on a defined contribution basis. The funds are subject to the
Pension Funds Act of 1956, as amended. All employees of the Group are eligible to be members of the funds. As at
28February 2014, the membership of the funds was 1 282 (2013: 1 232) employees. The Groups contribution to the
provident funds for the year was R20 665 309 (2013: R18 052 065). The market value of the investments of the various funds
as at 28February 2014 was R87.5 million (2013: R69.1 million).

26.

Directors interest in shares


Beneficial
Name of director
Executive
Mr KA Hedderwick
Mr DP Hele
Mr SJ Aldridge (retired: 30 June 2013)
Non-executive
Mr P Halamandaris
Mr P Halamandaris (Jnr)
Mr T Halamandaris
Mr JL Halamandres
Mr HR Levin (retired: 27 February 2014)

Total

Direct
000

Indirect
000

2014
000

2013
000

984
125

984
125

1 156
72
35

1 616
7 167
9 750
5 040

9 000
155

10 616
7 322
9 750
5 040

10 866
7 877
10 000
5 369
1 000

24 682

9 155

33 837

36 375

No director has any non-beneficial interest in the ordinary shares of the company.
The company has not been advised of any changes in the above interests of the directors during the period up to the date
of this report.

Notes to the annual financial statements continued


for the year ended 28 February 2014

27.

Directors remuneration

Name of director

For services
as directors
R000

28 February 2014
Executive
Mr KA Hedderwick
Mr DP Hele
Mr NS Richards
(appointed: 1 July 2013)
Mr SJ Aldridge
(retired: 30 June 2013)
Non-executive
Ms SL Botha
Mr HR Levin
(retired:27February2014)
Mr P Halamandaris
Mr P Halamandaris (Jnr)
Mr T Halamandaris
Mr JL Halamandres
Mr BL Sibiya
Mr CH Boulle
Less: Paid by subsidiaries

Remuneration
R000

Provident
fund contributions
Bonuses
R000
R000

Allowances
and
benefits
R000

Total
R000

4 461
2 213

2 634
1 218

246

108
114

7 203
3 791

974

480

40

1 494

709

709

262

262

57
192
50
50
192
230
305

57
192
50
50
192
230
305

1 338

1 338

8 357
(8 357)

4 332
(4 332)

246
(246)

262
(262)

14 535
(13 197)
1 338

Directors remuneration is only reflected from the date upon which an appointment commences and up to the date of
resignation.
Performance bonuses reflect the amounts accrued in respect of the year to which the performance relates.
IFRS 2 Share-based Payments amounts of R750 944 (2013: R1 645 241), R172 867 (2013: R943 996), R432 483 (2013:
R508363) and R250 315 (2013: R535 966) were recognised in respect of options granted to Mr KA Hedderwick,
MrTHalamandaris, Mr DP Hele and Mr SJ Aldridge respectively.
The directors share-based payment amounts are not included in the remuneration above.

27.

Directors remuneration continued

Name of director

For services
as directors
R000

28 February 2013
Executive
Mr T Halamandaris
Mr KA Hedderwick
Mr DP Hele (appointed: 1 June 2012)
Mr SJ Aldridge

Remuneration
R000

1 094
3 928
1 399
1 533

Bonuses
R000

2 016
876
612

Provident
fund contributions
R000

Allowances
and
benefits
R000

Total
R000

164

395
108
86

1 489
6 052
2 525
2 145

Non-executive
Ms SL Botha (appointed: 1 June 2012)
Mr H R Levin
Mr P Halamandaris
Mr P Halamandaris (Jnr)
Mr T Halamandaris
Mr JL Halamandres
Mr BL Sibiya
Mr CH Boulle

84

124
84
42
154
84
139

Less: Paid by subsidiaries

711

7 954
(7 954)

3 504
(3 504)

164
(164)

589
(589)

12 922
(12 211)

711

711

84

124
84
42
154
84
139

Notes to the annual financial statements continued


for the year ended 28 February 2014

28.

Share-based payments

28.1

Equity-settled share-based payments


Famous Brands Limited operates the Famous Brands Share Incentive Scheme. This enables directors, executive
management and specified directors of subsidiaries to benefit from the Famous Brands Limited share price performance.
This scheme confers the right to participants to acquire ordinary shares at the value of the Famous Brands Limited share at
the date that the option is granted. On acceptance of the option, the participant has the right to exercise the option at any
time, after vesting, during the option life, in as many tranches as the participant may elect. To receive shares, participants
must be either employed by or retirees of the company when the rights to the shares vest. The directors of the company
may amend the vesting period of the options by board resolution.
The scheme has a single type of vesting category as illustrated below.

Vesting category

Vests at
the end of
the year

% vesting

100

Type A

Expiry after
grant (years)
7

A reconciliation of the movement of all share options is detailed below:


Option exercise
price range (Rand)
Share incentive scheme
Opening balance
Options granted and accepted management
Options granted and accepted directors
Lapses
Allotted and issued

Number of
options

2014

2013

15.00 43.40
90.51
n/a

15.00 28.00

15.00 43.40
n/a
n/a
28.00 43.40
15.00 18.25

Options granted, shares not issued up to the end


oftheperiod

2014
2 000 000
50 000

(1 415 000)
635 000

2013
3 835 000

(200 000)
(1 635 000)
2 000 000

The last options were granted on 31 May 2013.


The following options have been granted and accepted, but delivery of shares will only take place in the future.
Number of ordinary shares
5 000
10 000

570 000
50 000
635 000

Option exercise price (Rand)


15.00
16.10
28.00
43.40
90.51

Last vesting date


Year to February 2012
Year to February 2013
Year to February 2014
Year to February 2015
Year to February 2017

28.

Share-based payments continued

28.1

Equity-settled share-based payments continued


Analysis of share options granted to executive directors is detailed below.

Subscription
price
Option
Rand
vesting date
Executive
Mr T Halamandaris
Mr KA Hedderwick
Mr DP Hele

Mr SJ Aldridge
(retired:30 June 2013)

19 May 2013
19 May 2013
30 May 2014
22 May 2012
19 May 2013
30 May 2014
19 May 2013
30 May 2014

28.00
28.00
43.40
16.10
28.00
43.40
28.00
43.40

Outstanding
as at
28February
2013

Granted
during the
period

Exercised
during the
period

250 000
300 000
150 000
100 000
100 000
100 000
100 000
50 000

250 000
300 000

1 150 000

100 000
100 000
100 000
850 000

Outstanding
as at
28February
2014

150 000

100 000

50 000
300 000

The share options granted have been valued, at grant date, using the Black-Scholes-Merton model which takes account of
the vesting period (European style option).
Expected volatility of the share price was determined by giving consideration to the historical volatility of the Famous
Brands Limited share price.
The weighted fair value of the options granted and the related assumptions utilised are detailed below.

Number of options granted and accepted


Weighted average fair value at grant date (Rand)
The principal inputs are as follows:
Weighted average share price (Rand)
Exercise price (Rand)
Expected life (years)
Expected volatility (%)
Risk-free interest rate (%)
Average expected dividend yield (%)

2014

2013

50 000
24.88

n/a

94.99
90.51
4.0
39.1
6.77
2.6

Notes to the annual financial statements continued


for the year ended 28 February 2014

28.

Share-based payments continued

28.2

Cash-settled share-based payments


For cash-settled share-based payments, the liability of the fair value of unexercised share appreciation rights which are
expected to vest, is determined initially at grant date and then revalued at each reporting date and amortised over the
applicable period.
During 2011, the Group introduced a share appreciation bonus scheme which allows certain senior managers, excluding
directors, to earn a bonus based upon the increase in the Famous Brands Limited share price between the grant date and
the vesting date. Executive directors have not been granted rights under this scheme. Participants are allocated a notional
number of shares (rights) and will be paid a cash bonus equal to the share price appreciation at the expiry of the three-year
period. No further rights have been granted since the first occurrence.
The scheme has a single type of vesting category, namely that rights vest and expire three years after the grant date.
Payment of the bonuses must occur within 10 business days of the vesting date.
Rights granted on 30 May 2011 amounted to 93 500 at a notional grant price of R43.40. After 5 000 rights lapsed, there were
88 500 rights outstanding at 29 February 2012. A further 20 000 rights lapsed in the period to 28 February 2013, leaving
68500 rights outstanding as at 28 February 2014 and 28 February 2013. No further rights have been granted since
May2011.
The share options granted have been valued at grant date using the Black-Scholes-Merton model. The principal inputs for
the valuations of the cash-settled share-based payments granted in May 2011 were the same as for the valuations of the
equity-settled share-based payments granted on the same date.
During 2014, the cash-settled share-based payment charge to profit or loss amounted to R2 067 600 (2013: R690 856).
Based upon the closing share price at 28 February 2014 of 9 700 cents (2013: 8 350 cents), the potential liability amounted
to R3 671 600 (2013: R1 604 000) and has been provided for.

29.

Related party transactions


The Group, in the ordinary course of business, entered into various transactions with related parties. These transactions
occurred under terms and conditions no more favourable to those entered into with third parties.

29.1

Franchise agreements
Directors have interests in 13 franchised outlets. Franchise fees and product sales have been charged under terms and
conditions no more favourable than those entered into with third parties.

29.2

Lease agreements
The Group has entered into lease agreements with an entity controlled by certain directors. The transactions were
concluded at market-related rates prevailing at the time of entering into the transactions.

29.3

Supply agreements
The Group has entered into a supply agreement with an entity controlled by certain directors. All products purchased were
concluded at market-related prices.

29.4

Professional fees
Professional fees have been paid to a firm of which two non-executive directors are partners. The transactions were
conducted at market-related rates prevailing at the time of entering into the transactions.

29.

Related party transactions continued

29.5

Management fees
Management fees have been paid to the non-controlling shareholders of certain subsidiary companies for providing
operational management services to the related businesses. The transactions were conducted at market-related rates
prevailing at the time of entering into the transactions.

29.6

Advertising fees
Advertising fees have been paid to an associate. The transactions were conducted at market-related fees prevailing at the
time of entering into the transactions.
The aggregate of the above transactions is as follows:

Sale of product and franchise fee revenue


Lease payments
Purchases of product
Professional fees paid
Management fees paid
Advertising fees paid to associate
Loans payable to related parties
Trade payables to related parties
Trade receivables from related parties
29.7

2014
R000

2013
R000

12 076
19 321
93 258
2 125
5 467
45 780
29 344
2 717
1 530

25 071
17 685
38 744
441
4 122

13 573
508
1 397

19 361
270 003

17 650
222 000

989

986

Transactions between the holding company and subsidiaries


Rent received
Dividends received
Management fees received by the company from the operating subsidiary for statutory
costs incurred

29.8

Directors remuneration
The remuneration for directors of the holding company paid during the year by subsidiaries within the Group has been
disclosed in note 27. Executive directors are defined as key management.

29.9

Employees remuneration
The remuneration to all employees amounted to R336 776 365 (2013: R295 804 577).

Notes to the annual financial statements continued


for the year ended 28 February 2014

30.

Risk management
The board of directors has approved strategies for the management of financial risks, which are in line with corporate
objectives. These guidelines set up the short-term and long-term objectives and actions to be taken in order to manage the
financial risks that the Group faces.
The major guidelines of this policy are the following:
> Minimise interest rate, currency and market risk for all transactions.
> All financial risk management activities are carried out and monitored at a central level.
> All financial risk management activities are carried out on a prudent and consistent basis.
The Groups activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price
risk), credit risk, liquidity risk and capital risk.
The following table summarises the carrying amount of financial assets and liabilities recorded at 28 February 2014 by
IAS39 category:

Group

Financial assets
Loans and receivables: Cash and cash equivalents
Loans and receivables: Trade and other receivables
Fair value through profit or loss: Loans to group
companies
Financial liabilities
Measured at amortised cost: Trade and other payables
Measured at amortised cost: Borrowings
Fair value through profit or loss: Loans from group
companies
Measured at amortised cost: Shareholders for
dividends
Fair value through profit or loss: Non-controlling
shareholder loan

Company

2014
R000

2013
R000

2014
R000

2013
R000

90 699
262 110

84 736
244 968

998

1 740
294

3 091

2 422

352 809

329 704

4 089

4 456

275 105
65 000

252 007
165 827

40

15 683

52 831

1 067

1 246

1 067

1 202

29 344

12 283

370 516

431 363

16 752

54 073

For financial instruments measured at fair value through profit or loss, in terms of the hierarchy, these are classified as level
3 as the valuation techniques used are not based on observable market data. For these financial instruments the carrying
amount is equal to its fair value as these loans are interest-free and have no fixed terms of repayment.

30.

Risk management continued

30.1

Liquidity risk
The Group manages liquidity risk on the basis of expected maturity dates, through an ongoing review of future
commitments and credit facilities. Cash flow forecasts are prepared, adequate borrowing facilities are secured and
utilisation monitored.
The following table analyses financial liabilities by remaining contractual maturity (contractual and undiscounted cash flows).
Less than
1year
R000

1 5 years
R000

Total
R000

275 105
67 668
1 067
29 344

275 105
67 668
1 067
29 344

373 184

373 184

252 007
97 183
1 246
12 283

80 437

252 007
177 620
1 246
12 283

362 719

80 437

443 156

2
15 683
1 067

2
15 683
1 067

16 752

16 752

40
52 831
1 202

40
52 831
1 202

54 073

54 073

Group
2014
Trade and other payables
Interest-bearing borrowings
Shareholders for dividends
Non-controlling shareholder loans
2013
Trade and other payables
Interest-bearing borrowings
Shareholders for dividends
Non-controlling shareholder loan

Company
2014
Trade and other payables
Loans from Group companies
Shareholders for dividends
2013
Trade and other payables
Loans from Group companies
Shareholders for dividends

The carrying amount of the financial liabilities is considered to be in line with the fair value at the reporting date.
At present the Group expects to pay all liabilities at their contractual maturity. In order to meet such cash commitments the
Group expects operating activities to generate sufficient cash inflows. In addition, the Group holds financial assets for
which there is a liquid market and that are readily available to meet liquidity needs.
The Group has access to financing facilities, of which R60 million (2013: R140 million) were unused at the end of the
reporting period. The Group expects to meet its obligations from operating cash flows.

Notes to the annual financial statements continued


for the year ended 28 February 2014

30.

Risk management continued

30.2

Interest rate risk


The Groups exposure to interest rate risk mainly concerns financial liabilities. Liabilities are both floating rate and noninterest-bearing.
At present the Group does not hold loans and receivables that are long term in nature. The following table analyses the
breakdown of liabilities by type of interest rate.

Group

Floating rate
Non-interest-bearing

Company

2014
R000

2013
R000

2014
R000

2013
R000

65 000
305 516

165 827
265 536

16 752

54 073

370 516

431 363

16 752

54 073

Sensitivity analysis
A hypothetical increase/decrease in interest rates of 50 basis points, with all other variables remaining constant, would
increase/decrease profit after taxation by R234 000 (2013: R596 978).
A hypothetical increase/decrease in interest rates by 100 basis points, with all other variables remaining constant, would
increase/decrease profit after taxation by R468 000 (2013: R1 193 956).
The analysis has been performed for floating interest rate financial liabilities.
The impact of a change in interest rates on floating interest rate financial liabilities has been assessed in terms of the
changing of their cash flows and net expenses.
As the Group has no significant interest-bearing assets, the Groups income and operating cash flows are substantially
independent of changes in market interest rates.
30.3

Foreign currency risk


Since the Group operates internationally, it is exposed to foreign currency risk in its normal industrial and commercial
businesses.
The Group has certain investments in foreign operations whose net assets are exposed to foreign currency translation risk.
The Group, on occasion, hedges transactional foreign exchange exposures.

Group
2014
CU000*

2013
CU000*

1 278
1 895

352
2 611

Euro
Trade and other receivables
Cash and cash equivalents

6
133

6
160

US Dollar
Trade and other receivables
Cash and cash equivalents

1 180

41
1 192

Zambian Kwacha
Trade and other receivables
Cash and cash equivalents

2 739
5 392

1 244
1 130

GB Pound
Trade and other payables

968

846

Euro
Trade and other payables

11

11

Zambian Kwacha
Trade and other payables

401

1.22
14.78
18.00
10.80
0.54

1.16
11.58
13.39
8.85
0.60

Sensitivity analysis

R000

R000

At 28 February 2014, if the Rand had weakened/strengthened by 10% against any


currency above, with all other variables held constant, profit after taxation
for the year would have been impacted as follows:
GB Pound
Euro
US Dollar
Zambian Kwacha

2 858
136
918
301

2 041
130
786
103

30.

Risk management continued

30.3

Foreign currency risk continued


Financial assets are analysed by currency as follows:
GB Pound
Trade and other receivables
Cash and cash equivalents

Financial liabilities are analysed by currency as follows:

Exchange rates used for conversion of foreign amounts were:


Euro to GB Pound
Rand to Euro
Rand to GB Pound
Rand to US Dollar
Rand to Zambian Kwacha
*CU000: Currency unit thousands

Notes to the annual financial statements continued


for the year ended 28 February 2014

30.

Risk management continued

30.4

Credit risk
Credit risk is managed on a Group-wide basis.
Credit risk consists mainly of cash deposits, cash equivalents and trade debtors. The Group only deposits cash with major
banks with high-quality credit standing and limits exposure to any one counterparty to R105 million.
Trade receivables comprise a widespread customer base. Management evaluates credit risk relating to customers on an
ongoing basis. If customers are independently rated, these ratings are used. Otherwise, if there is no independent rating,
risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other
factors. Sales to retail customers are settled in cash or using major credit cards. Refer to note 15 for details on the quality
and provision for impairment of trade receivables.
Financial assets exposed to credit risk (maximum exposure) at year end were as follows.

Group

Trade and other receivables


Cash and cash equivalents

Company

2014
R000

2013
R000

2014
R000

2013
R000

262 110
90 699

244 968
84 736

998

294
1 740

352 809

329 704

998

2 034

The Group is exposed to a number of guarantees for the overdraft facilities of Group companies and for guarantees issued
in favour of Absa Bank Limited. Refer to note 18 for additional details.
30.5

Capital risk
The Groups objectives when managing capital are to safeguard the Groups ability to continue as a going concern, to
provide sustainable returns for shareholders, benefits for other stakeholders and to maintain, over time, an optimal
structure to reduce the cost of capital.
The capital structure of the Group consists of interest-bearing borrowings (note 18), cash and cash equivalents (note 22.7)
and equity as disclosed in the statement of financial position. There are no externally imposed capital requirements.
There have been no material changes to the Groups management of capital, the strategy for capital maintenance or
externally imposed capital requirements from the previous years.

31.

Primary (business units) and secondary (geographical) segment report


For management purposes the Group is organised into three major operating divisions: Franchising and Development,
Manufacturing and Logistics. The Manufacturing and Logistics divisions are grouped together within a total Supply Chain
business. Such structural organisation is determined by the nature of risks and returns associated with each business
segment and defines the management structure as well as the internal reporting system. It represents the basis on which
the Group reports its primary segment information.
The global operations of the Group are divided into two principal geographical areas, i.e. South Africa and International.
The South African segment houses the South African operations of the Group and the International segment houses the
operations in the United Kingdom and the Rest of Africa. The International segment only represents franchising
operations.
2014
R000

2013
R000

Segment revenue*
Franchising and Development
Supply Chain
Manufacturing
Logistics
Eliminations
Corporate

537 817
2 145 105
926 911
2 021 417
(803 223)
1 355

19
76
32
72
(28)

476 896
1 919 400
715 418
1 812 358
(608 376)
1 296

19
76
28
72
(24)

South Africa
International

2 684 277
141 702

95
5

2 397 592
118 695

95
5

91 916
49 786

3
2

83 030
35 665

4
1

UK
Rest of Africa
Total

2 825 979

100

2 516 287

100

Segment profit*
Franchising and Development
Supply Chain
Manufacturing
Logistics
Corporate

324 925
203 513
121 855
81 658
1 248

58
36
22
14

286 639
160 694
97 618
63 076
722

61
35
21
14

South Africa
International
UK
Rest of Africa

529 686
35 831
12 872
22 959

94
6
2
4

448 055
17 787
5 391
12 396

96
4
1
3

Total

565 517

100

465 842

100

* Within segmental information, the Rest of Africa has been reclassified separately and the Development division has been reclassified
from Corporate to Franchising South Africa. Comparative numbers have been restated.

Notes to the annual financial statements continued


for the year ended 28 February 2014

31.

Primary (business units) and secondary (geographical) segment report continued


2014
R000

2013
R000

767 445
513 010
243 771
269 239
24 662

50
34
16
18
2

720 240
502 736
252 913
249 823
25 481

51
36
18
18
2

South Africa
International
UK
Rest of Africa

1 305 117
226 180
226 161
19

86
14
14

1 248 457
162 907
162 907

89
11
11

Total

1 531 297

100

1 411 364

100

Segment liabilities*
Franchising and Development
Supply Chain
Manufacturing
Logistics
Corporate

100 363
166 953
61 812
105 141
63 216

27
46
17
29
17

106 914
125 873
60 311
65 562
56 234

33
39
19
20
18

South Africa
International
UK
Rest of Africa

330 532
34 510
34 423
87

90
10
10

289 021
30 364
30 364

90
10
10

Total

365 042

100

319 385

100

Capital expenditure property, plant and


equipment*
Franchising and Development
Supply Chain
Manufacturing
Logistics
Corporate

5 382
35 609
27 523
8 086
6 005

11
75
58
17
14

4 158
56 535
51 632
4 903
10 283

6
80
73
7
14

South Africa
International
UK
Rest of Africa

46 996
181
181

100

70 976
46
46

100

Total

47 177

100

71 022

100

Depreciation*
Franchising and Development
Supply Chain
Manufacturing
Logistics
Corporate

4 307
23 071
15 916
7 155
5 886

13
68
47
21
18

3 724
21 148
12 611
8 537
5 369

12
69
41
28
18

South Africa
International
UK
Rest of Africa

33 264
291
249
42

99
1
1

30 241
231
231

99
1
1

Total

33 555

100

30 472

100

Segment assets*
Franchising and Development
Supply Chain
Manufacturing
Logistics
Corporate

* Within segmental information, the Rest of Africa has been reclassified separately and the Development division has been reclassified
from Corporate to Franchising South Africa. Comparative numbers have been restated.

31.

Primary (business units) and secondary (geographical) segment report continued


The following table provides details of assets and liabilities not allocated to business segments.

Assets
Investment in associates
Deferred taxation
Taxation
Cash and cash equivalents
Liabilities
Borrowings
Deferred taxation
Shareholders for dividend
Taxation

2014
R000

2013
R000

52 934
11 075
6 834
90 699

11 587
2 780
84 736

161 542

99 103

65 000
15 248
1 067
11 534

165 827
14 264
1 246
9 657

92 849

190 994

Annexure A: Schedule of investments in subsidiaries

Share
capital

Direct
Debonairs Pizza Proprietary Limited3
100
70 657 847
Famous Brands Cyprus Limited2
Famous Brands Food Services
Proprietary Limited4
100
Famous Brands Management
Company Proprietary Limited1
100
2 000
FishAways Proprietary Limited3
Mugg & Bean Franchising Proprietary
Limited3
101
800
Pleasure Foods Proprietary Limited4
Pleasure Foods Intellectual Property
Company Proprietary Limited3
800
Pleasure Foods Property Holdings 1
Proprietary Limited1
100
100
Stedewish Foods Proprietary Limited1
The Steers Share Incentive Trust
200
Steers Proprietary Limited3
Indirect
100
Catermeat Proprietary Limited4
Creative Coffee Franchise Systems
Proprietary Limited1
100
100
Coega Cheese Proprietary Limited1
Famous Brands Coffee Company
Proprietary Limited1
100
Famous Brands Great Bakery
Company Proprietary Limited1
100
5 434 185
Famous Brands UK Limited2
Hawk Like Trade and Invest Proprietary
Limited4
1
Mountain Rush Trading 4 Proprietary
Limited1
100
Pink Potato Trading 103 Proprietary
Limited1
100
Quantum International Franchising
Proprietary Limited4
1 000
Quickstep Investment 10 Proprietary
Limited4
1 000
Souldance Holdings 11 Proprietary
Limited1
100
19
Steers Holdings (Jersey) Limited2
Vovo Telo Bakery and Caf Proprietary
Limited1
1 000
9 584
Venus Solutions Limited2
Wimpy Marketing Fund Proprietary
Limited1
2

Amounts owing
by/(to)
subsidiaries
Shares
2014
2013
2014
2013
R000
R000
R000
R000

Interest
2014
2013
%
%

Profit/(loss)
2014
2013
R000
R000

100
100

100
100

110
70 471

110
70 471

3 091

2 422

7 322
3 611

6 168
2 096

100

100

100
100

100
100

49 107
2 269

100
100

100 100 000 100 000


100

4 158

3 662

100

100 107 499 107 499

27 011

26 222

100

100
100

100
51
100
100

93
6 419

24
(563)
22
6 474

100

100

61
51

61
51

1 361
(5 170)

1 108
(72)

60

60

9 105

2 835

51
100

100

164
7 559

2 622

100

100

51

51

2 404

2 681

6 243

51

45 859 (15 683) (52 831) 348 128 280 074


2 269

1 183
936

205

6 243

1 529

100

100

(21)

100

100

240

51
100

51
100

231
4 815

120
1 867

51
100

51
100

521
1 309

452
1 424

100

100

335 699 332 656 (12 592) (50 409) 421 741 338 393

Total losses
Total profits

(5 191)
(635)
426 932 339 028

All the above subsidiaries are incorporated in South Africa, except for Famous Brands UK Limited and Venus Solutions Limited,
incorporated in the United Kingdom, Famous Brands Cyprus Limited, incorporated in Cyprus, and Steers Holdings (Jersey) Limited,
incorporated in Jersey.
Main business
1. Franchisor, product manufacture, distribution, management and/or administration
2. Offshore holding company
3. Trademark owner
4. Dormant

Shareholder analysis

Number of
shareholders
Analysis of shareholders
Holdings
1 10 000
10 001 50 000
50 001 100 000
100 001 1 000 000
1 000 001 and more
Analysis of holding
Individuals
Insurance companies
Investment trusts
Other companies and corporate bodies

Number of
shares

6 983
290
33
64
11

94.60
3.93
0.45
0.87
0.15

8 560 026
5 897 628
2 408 370
21 714 172
60 662 239

8.62
5.94
2.43
21.88
61.13

7 381

100.00

99 242 435

100.00

5 877
16
839
649

79.62
0.22
11.37
8.79

39 934 901
1 165 424
12 972 459
45 169 651

40.25
1.17
13.07
45.51

7 381

100.00

99 242 435

100.00

12 797 657
7 221 104
6 426 642

12.90
7.28
6.48

Major shareholders (holding more than 5% of the shares


in issue) excluding directors
Arisaig Africa Consumer Fund
Public Investment Corporation
Coronation Life Managers Limited

26 445 403
Shareholder spread
Public
Non-public directors

7 375
6

99.92
0.08

65 405 557
33 836 878

65.90
34.10

7 381

100.00

99 242 435

100.00

Shareholders diary
Financial year end
Reports and profit announcements
> Profit and dividend announcement
> Integrated Annual Report
> Interim Report
> Annual general meeting
Dividend No. 39 information
> Last day to trade cum-dividend
> Shares commence trading ex-dividend
> Record date
> Payment of dividend

Friday, 28 February 2014


Monday,19 May 2014
Tuesday, 17 June 2014
October 2014
Thursday, 24 July 2014

Friday, 4 July 2014


Monday, 7 July 2014
Friday, 11 July 2014
Monday, 14 July 2014

Share certificates may not be dematerialised or rematerialised between Monday, 7 July 2014 and Friday, 11 July 2014, both dates
inclusive.

Notice of annual general meeting

Famous Brands Limited


(Registration number 1969/004875/06)
(Incorporated in the Republic of South Africa)
(Famous Brands or the company)
JSE share code: FBR ISIN: ZAE000053328
Notice is hereby given that the 20th annual general meeting (AGM)
of shareholders of the company will be held at the offices of the
company, 478 James Crescent, Halfway House, Midrand, on
Thursday, 24 July 2014 at 14:00 for the purpose of (i) dealing with
such business as may lawfully be dealt with at the meeting, and (ii)
considering and, if deemed fit, passing, with or without modification,
the ordinary and special resolutions set out hereunder in the
manner required by the Companies Act of South Africa, as amended
(the Companies Act), as read with the Listings Requirements of the
JSE Limited (JSE Listings Requirements) which meeting is to be
participated in and voted at by shareholders recorded in the
companys securities register as at the record date of 11 July 2014.

auditor who will undertake the audit. The directors are


authorised to determine the auditors remuneration for the
past year.
Explanatory note
The reason for ordinary resolution No. 2 is that the
Companies Act requires the appointment or reappointment
of the companys auditors each year at the annual general
meeting of the company.
3.

Ordinary resolution No. 3: Re-election and


appointment of directors
RESOLVED to individually re-elect the following directors
(ordinary resolutions 3.1 to 3.2). The board recommends the
election of these directors, who retire by rotation in terms
of the memorandum of incorporation (MOI) and being
eligible, thereto make themselves available for re-election.
3.1

Kindly note that meeting participants (including proxies) will be


required to provide reasonably satisfactory identification before
being entitled to attend or participate in the meeting. Forms of
identification include valid identity documents, drivers licences and
passports.
Ordinary resolutions
The percentage of voting rights required for an ordinary resolution
to be adopted is more than 50% (fifty percent) of the voting rights
exercised on the resolution at a quorate meeting.
1.

Ordinary resolution No. 1: Adoption of the annual


financial statements
RESOLVED THAT the annual financial statements of the
company for the year ended 28 February 2014, together
with the directors report and the report of the independent
auditors be and are hereby received and adopted.
Explanatory note
The reason for and effect of ordinary resolution No. 1 is to
give Famous Brands shareholders the opportunity to
formally consider and accept the Famous Brands Integrated
Annual Report including the consolidated audited financial
statements of the company as required by section 30(3)(d)
of the Companies Act.

2.

Ordinary resolution No. 2: Reappointment and


remuneration of auditors
RESOLVED THAT RSM Betty & Dickson (Johannesburg), be
reappointed as the independent auditors of the company, it
being noted that J Kitching is the registered individual

3.2

Ordinary resolution No. 3.1: Re-election of Panagiotis


Halamandaris.
Ordinary resolution No. 3.2: Re-election of Periklis
Halamandaris.

Explanatory note
The reason for and effect of ordinary resolutions No.3.1 to
3.2 is to re-elect the directors that retire by rotation in terms
of the MOI of the company.
3.3

RESOLVED to appoint Susan Louise Botha, previously


the lead independent director, as independent
non-executive Chairman. She replaces Panagiotis
Halamandaris who retired from his non-executive
chairman role on 23October 2013. Panagiotis
Halamandaris is retained as a non-executive director.

3.4

RESOLVED to appoint Christopher Hardy Boulle,


previously alternate non-executive director, as a
non-executive director effective 27 February 2014. He
replaces Hymie Reuvin Levin who retired from his
non-executive role on 27February 2014 and will not
be available for re-election.

3.5

RESOLVED to appoint Khumo Lesego Shuenyane as


independent non-executive director effective
27February 2014.

Brief curricula vitae of the Chairman and directors who


have offered themselves for appointment or re-election are
included on pages 6 to 9 of the Integrated Annual Report.

4.

Ordinary resolution No. 4: Appointment and


re-election of the Chairman and members of the
Famous Brands audit and risk committee
RESOLVED to individually appoint or re-elect the following
directors (ordinary resolutions No. 4.1 to 4.5) of the
company as the Chairman or members of theFamous
Brands audit and risk committee until the conclusion of the
next annual general meeting of thecompany. The board
recommends the appointment and re-election of these
members.

share scheme grants, subject to section 38 of the


Companies Act, and the JSE Listings Requirements and the
companys MOI.
Explanatory note
The reason for and effect of ordinary resolution No. 5 is to
place a limited number of shares under the control of the
directors, which may be required to be issued in terms of
share scheme grants.
6.

4.1

4.2

4.3

4.4
4.5

Ordinary resolution No. 4.1: Appointment of


Christopher Hardy Boulle as Chairman and re-election
as member of the committee. He replaces Hymie
Reuvin Levin who retired as Chairman.
Ordinary resolution No. 4.2: Re-election of
BhekiLindinkosi Sibiya as an independent member of
the committee.
Ordinary resolution No. 4.3: Appointment of Khumo
Lesego Shuenyane as an independent member of the
committee.
Ordinary resolution No. 4.4: Appointment of Panagiotis
Halamandaris as a member of the committee.
Ordinary resolution No. 4.5: Appointment of John Lee
Halamandres as a member of the committee.

Explanatory note
The reason for and effect of ordinary resolutions 4.1to4.5
is to appoint and re-elect the Chairman andmembers of
the audit committee of the company asrequired in terms of
section 94(2) of the CompaniesAct.
Brief curricula vitae of directors who have offered
themselves for appointment and re-election are included
on pages 6 to 9 of the report.
5.

Ordinary resolution No. 5: To place 3% (three


percent) of the unissued shares under directors
control
RESOLVED THAT 3% (three percent) of the authorised but
unissued share capital of the company, from time to time,
be placed under the control of the directors of the
company until the next annual general meeting with the
authority to allot and issue all or part thereof for the
purposes of issuing shares which have vested in terms of

Ordinary resolution No. 6: Authority for directors or


Company Secretary to implement resolutions
RESOLVED to authorise and empower any two directors or
the Company Secretary and any director signing together,
to do all such things and sign all such documents and take
all such actions as they consider necessary, to implement
the ordinary and special resolutions set out in the notice
convening the 20th annual general meeting of the
company.

Non-binding resolution
7.
Non-binding resolution No. 1: Endorsement of
remuneration policy
RESOLVED THAT shareholders endorse, through a
non-binding advisory vote to ascertain the shareholders
view of Famous Brands remuneration policy and its
implementation. The remuneration report is set out on page
27 of this Integrated Annual Report.
Explanatory note
In terms of the King Code of Governance Principles, an
advisory vote should be obtained from shareholders on the
companys annual remuneration policy. The vote allows
shareholders to express their view on the remuneration
policies adopted and their implementation, but will not be
binding on the company.
Special resolutions
The percentage of voting rights required for a special resolution to
be adopted is more than 75% (seventy five percent) of the voting
rights exercised on the resolution at a quorate meeting.
To consider and, if approved, to pass, with or without modification,
the following three special resolutions:

Notice of annual general meeting continued

8.

Special resolution No. 1: Approval of non-executive


directors remuneration for their services as
directors
RESOLVED THAT in terms of section 66(9) of the
Companies Act, payment of the remuneration for the
services as non-executive directors of Famous Brands is
approved for the period from 1 June 2014 as set out in the
following table.

Proposed non-executive directors fees


Payment per attendance at meetings only
Per meeting
From June 2014
Rand
Chairman of the board
80 000
Board member attendee
55 000
Additional fee as attendee at audit
and risk committee
25 000
Additional fee as attendee at
remuneration or social and ethics
committees
20 000
The non-executive directors fees paid from the last
annual general meeting to June 2014 are recorded below:

Chairman of the board


Board member attendee
Additional fee as attendee at each
audit, remuneration or social and
ethics committee

Per meeting
To June 2014
Rand
60 000
50 000

d)

e)

f)

20 000

Explanatory note
This resolution is proposed in order to comply with the
requirements of the Companies Act. In terms of section
65(11)(h) of the Companies Act, read with sections 66(8) and
66(9), remuneration may only be paid to directors for their
services as directors in accordance with a special
resolution approved by the shareholders within the
previous two years.
9.

company) of ordinary shares issued of the company on


such terms and conditions and in such amounts as the
directors of the company may decide, but subject always to
the provisions of the Companies Act and the JSE Listings
Requirements, which general approval shall endure until
the next annual general meeting of the company (when this
approval shall lapse unless it is renewed at that annual
general meeting, provided that it shall not extend beyond
15 months from the date of registration of this special
resolution), subject to the following limitations:
a)
The repurchase of securities is implemented through
the order book of the JSE trading system, without any
prior understanding or arrangement between the
company and the counterparty;
b)
The company is so authorised by its MOI;
c)
The general purchase is limited to a maximum of 10%
(ten percent) in aggregate of the companys issued
share capital in any one financial year;

Special resolution No. 2: General authority to


repurchase shares
RESOLVED THAT the company approves, as a general
approval contemplated in section 48 of the Companies Act,
the acquisition by the company (or by a subsidiary of the

g)

h)

The general purchase by the subsidiaries of the


company is limited to a maximum of 10% (ten
percent) in aggregate of the companys issued share
capital;
The general purchase is not made at a price greater
than 10% (ten percent) above the weighted average
of the market value for the securities for the five
business days immediately preceding the date on
which the transaction was effected;
The repurchase does not take place during a
prohibited period as defined in paragraph 3.67 of the
JSE Listings Requirements unless there is a
repurchase programme in place and the dates and
quantities of shares to be repurchased during the
prohibited period are fixed and full details thereof
have been disclosed in an announcement on SENS
prior to commencement of the prohibited period;
The company publishes an announcement after it or
its subsidiaries has cumulatively acquired 3% (three
percent) of the number of ordinary shares in issue at
the time that the shareholders authority for the
purchase is granted and for each 3% (three percent)
in aggregate of the initial number acquired thereafter;
and
The company appoints only one agent at any point in
time to effect any repurchases on its behalf.

After considering the aggregate effect of the maximum


repurchase, the directors of the company are of the opinion

that for a period of 12 months after the date of this notice


of the annual general meeting:
> the company and the companys subsidiaries (the Group)
shall satisfy the solvency and liquidity test in the manner
contemplated by the Companies Act and the JSE Listings
Requirements;
> the company and the Group will be able, in the ordinary
course of business, to repay their debts;
> the assets of the company and the Group, fairly valued in
accordance with IFRS, will be in excess of the liabilities of
the company and the Group;
> the share capital and reserves of the company and the
Group will be adequate for ordinary business purposes;
> the working capital of the company and the Group will be
adequate for ordinary business purposes; and
> the companys sponsor will confirm the adequacy of the
companys working capital for the purposes of
undertaking the repurchase of shares in writing to the
JSE prior to the company (or any subsidiary) entering the
market to proceed with the repurchase.
Explanatory note
The reason for and effect of special resolution No. 2 is to
authorise the company and its subsidiaries, by way of
general approval, to acquire the companys issued ordinary
shares on terms and conditions and in amounts to be
determined by the directors of the company, subject to
certain statutory provisions and the JSE Listings
Requirements.
10.

Special resolution No. 3: General authority to


provide financial assistance to related or interrelated entities
RESOLVED THAT the board of directors of the company be
and are hereby authorised, to the extent required by and
subject to sections 44 and 45 of the Companies Act and the
requirements, if applicable of (i) the MOI; and (ii) the JSE
Listings Requirements, to cause the company to provide
direct or indirect financial assistance to a related or
inter-related company or to a shareholder of a related or
inter-related company, provided that no such financial
assistance may be provided at any time in terms of this
authority after the expiry of two years from the adoption of
this special resolution No. 3.

Explanatory note
Notwithstanding the title of section 45 of the Companies
Act, being Loans or other financial assistance to directors,
on a proper interpretation, thebody of the section may also
apply to financial assistance provided by a company to
related or inter-related companies, including, among others,
its subsidiaries, for any purpose. Furthermore, section 44 of
the Companies Act may also apply to the financial
assistance so provided by a company to related or
inter-related companies, in the event that financial
assistance is provided for the purposes of, or in connection
with, the subscription of any option, or any securities,
issued or to be issued by the company or a related or
inter-related company, or for the purchase of any securities
of the company or a related or inter-related company. Both
sections 44 and 45 of the Companies Act provide, among
others, that theparticular financial assistance must be
provided only pursuant to a special resolution of the
shareholders, adopted within the previous two years, which
approved such assistance whether for the specific
recipient, or generally for a category of potential recipients,
and the specific recipient falls within that category and the
board of directors must be satisfied that (a) immediately
after approving the financial assistance, the company
would satisfy the solvency and liquidity test; and (b) the
terms under which the financial assistance is proposed to
be given are fair and reasonable to the company.
In the normal course of business the company is often
required to grant financial assistance, including but not
limited to loans, guarantees in favour of third parties, such
as financial institutions, service providers and
counterparties (in respect of the provision of banking
facilities, acquisition transactions and debt capital) for the
obligations of the company or a related or inter-related
company, or to a shareholder of a related or inter-related
company, or to a person related to any such company.
Special resolution No. 3 will enable the company to provide
such financial assistance to subsidiaries and juristic
persons in the Famous Brands Group or other person that
is or becomes related or inter-related to the company for
any purpose in the normal course of business.

Notice of annual general meeting continued

Directors statement regarding the utilisation of the


authority sought
The directors of the company have no specific intention to
effect the provisions of this special resolution, but will,
however, continually review the companys position, having
regard to the prevailing circumstances and market
conditions, in considering whether to effect the provisions
of this special resolution.

Additional forms of proxy may also be obtained on request from the


companys registered office. The completed forms of proxy must be
deposited at, posted or faxed to the transfer secretaries at the
address set out on the inside back cover to be received by no later
than 14:00 on Tuesday, 22 July 2014. Any shareholder who
completes and lodges a form of proxy will nevertheless be entitled
to attend and vote in person at the annual general meeting should
the shareholder subsequently decide to do so.

Other disclosures in terms of section 11.26 of the JSE


Listings Requirements
The following additional information, some of which may
appear elsewhere in the Integrated Annual Report of which
this notice forms part, is provided in terms of the JSE
Listings Requirements for purposes of this general
authority:
Directors and leadership pages 6 to 11;
Major beneficial shareholders page 97;
Directors interests in ordinary shares page 81;
Share capital of the company page 74.

On a show of hands, every shareholder of the company present in


person or represented by proxy shall have one vote only. On a poll,
every shareholder of the company present in person or represented
by proxy shall have one vote for every share held in the company
by such shareholder.

Litigation statement
The directors of the company whose names appear on
pages 6 to 9 of the Integrated Annual Report of which this
notice forms part, are not aware of any legal or arbitration
proceedings including proceedings that are pending or
threatened, that may have or had in the recent past (being
at least the previous 12 months) a material effect on the
Groups financial position.
Material changes
Other than the facts and developments reported on in the
Integrated Annual Report, there have been no material
changes in the affairs or financial position of the company
and its subsidiaries since the date of signature of the audit
report and up to the date of this notice.
Voting and proxies
A shareholder of the company entitled to attend, speak and vote at
the annual general meeting is entitled to appoint a proxy or proxies
to attend, speak and on a poll to vote, in his/her stead. The proxy
need not be a shareholder of the company. A form of proxy is
attached for the convenience of any certificated shareholder and
own name registered dematerialised shareholder who cannot
attend the annual general meeting, but who wishes to be
represented.

Shareholders who have dematerialised their ordinary shares


through a Central Securities Depository Participant (CSDP) or broker,
other than own name registered dematerialised shareholders, and
who wish to attend the annual general meeting must request their
CSDP or broker to issue them with a letter of representation.
Alternatively, dematerialised shareholders other than own name
registered dematerialised shareholders, who wish to be
represented, must provide their CSDP or broker with their voting
instructions in terms of the custody agreement between them and
their CSDP or broker in the manner and timeframe stipulated.
By order of the board

JG Pyle
Company Secretary
15 May 2014

Form of proxy

Famous Brands Limited


(Registration number 1969/004875/06)
(Incorporated in the Republic of South Africa)
(Famous Brands or the company)
Share code: FBR
ISIN: ZAE000053328
For use by the holders of the companys certificated ordinary shares (certified shareholders) and/or dematerialised ordinary shares held through a
Central Securities Depository Participant (CSDP) or broker who have selected own name registration (own name dematerialised shareholders) at
the 20th annual general meeting of the company to be held at 478 James Crescent, Midrand, on Thursday, 24 July 2014 at 14:00 and at any
adjournment thereof.
Not for the use by holders of the companys dematerialised ordinary shares who are not own name dematerialised shareholders. Such
shareholders must contact their CSDP or broker timeously if they wish to attend and vote at the annual general meeting and request that they be
issued with the necessary authorisation to do so, or provide the CSDP or broker timeously with their voting instructions should they not wish to
attend the annual general meeting in order for the CSDP or broker to vote thereat in accordance with their instructions.
I/We
of (address)
being the registered owner/s of

ordinary shares in

the company hereby appoint


or failing him/her
or failing him/her, the Chairperson of the annual general meeting, as my/our proxy to act for me/us and on my/our behalf at the annual general
meeting which will be held for the purpose of considering and, if deemed fit, passing, with or without modification, the special and ordinary
resolutions to be proposed thereat and at any adjournment thereof; and to vote for and/or against the special and ordinary resolutions and/or
abstain from voting in respect of the ordinary shares registered in my/our name(s), in accordance with the following instructions:
*Please indicate with an X in the appropriate spaces below how you wish your votes to be cast. Unless otherwise instructed, my/our proxy may
vote as he/she thinks fit.

For*

Number of votes
Against*
Abstain*

1.

Ordinary resolution No.1:


Adoption of the annual financial statements
2. Ordinary resolution No. 2:
Reappointment and remuneration of auditors
3. Ordinary resolution No. 3:
Re-election and appointment of directors
3.1 Re-election of Mr Panagiotis Halamandaris
3.2 Re-election of Mr Periklis Halamandaris
3.3 Appointment of Ms Susan Louise Botha as Independent Chairman
3.4 Appointment of Mr Christopher Hardy Boulle
3.5 Appointment of Mr Khumo Lesego Shuenyane
4. Ordinary resolution No. 4:
Appointment and re-election of the Chairman and members of the Famous Brands audit and risk
committee
4.1 Appointment of Mr Christopher Hardy Boulle as Chairman and re-election as member
4.2 Re-election of Mr Bheki Lindinkosi Sibiya
4.3 Appointment of Mr Khumo Lesego Shuenyane
4.4 Appointment of Mr Panagiotis Halamandaris
4.5 Appointment of Mr John Lee Halamandres
5. Ordinary resolution No. 5:
To place 3% of the unissued shares under directors control
6. Ordinary resolution No. 6:
Authority for directors or Company Secretary to implement resolutions
7. Non-binding resolution No.1:
Endorsement of remuneration policy
8. Special resolution No. 1:
Approval of non-executive directors remuneration for their services as directors
9. Special resolution No. 2:
General authority to repurchase shares
10. Special resolution No. 3:
General authority to provide financial assistance to related or inter-related entities
Signed this
Signature
Assisted by (if applicable)
Please read the notes on the reverse.

day of

2014

Form of proxy continued

Notes to the form of proxy


1.

This form of proxy is to be completed only by those


shareholders who are:
a)
holding shares in a certificated form; or
b)
recorded in the sub-register in electronic form in
their own name.

2.

Shareholders who have dematerialised their shares


and wish to attend the annual general meeting must
contact their Central Securities Depository Participant
(CSDP) or broker who will furnish them with the
necessary authority to attend the annual general
meeting, or they must instruct their CSDP or broker as
to how they wish to vote in this regard. This must be
done in terms of the agreement entered into between
the shareholders and their CSDP or broker.

6.

A shareholder or his/her proxy is entitled but not


obliged to vote in respect of all the ordinary shares
held by such shareholder. The total number of votes
for or against the special and ordinary resolutions and
in respect of which any abstention is recorded may not
exceed the total number of shares held by such
shareholder.

7.

Documentary evidence establishing the authority of a


person signing this form of proxy in a representative
capacity must be attached to this form of proxy, unless
previously recorded by the companys transfer
secretaries or waived by the Chairperson of the annual
general meeting.

8.

The Chairperson of the annual general meeting may


accept or reject any form of proxy which is completed
and/or received other than in accordance with these
instructions, provided that he shall not accept a proxy
unless he is satisfied as to the manner in which a
shareholder wishes to vote.

3.

Each shareholder is entitled to appoint one or more


proxies (who need not be a shareholder(s) of the
company) to attend, speak and, on a poll, vote in place
of that shareholder at the annual general meeting.

4.

A shareholder may insert the name of a proxy or the


names of two alternative proxies of the shareholders
choice in the space provided, with or without deleting
the Chairperson of the annual general meeting. The
person whose name stands first on the form and who
is present at the annual general meeting will be
entitled to act as proxy to the exclusion of those
whose names follow.

9.

Any alterations or corrections to this form of proxy


must be initialled by the relevant signatory(ies).

10.

The completion and lodging of this form of proxy does


not preclude the relevant shareholder from attending
the annual general meeting and speaking and voting in
person to the exclusion of any proxy appointed by the
shareholder.

A shareholders instructions to the proxy must be


indicated by the insertion of the relevant number of
votes exercisable by that shareholder in the
appropriate box(es) provided. Failure to comply with
the above will be deemed to authorise the chairperson
of the annual general meeting, if the Chairperson is the
authorised proxy, to vote in favour of the special and
ordinary resolutions at the annual general meeting, or
any other proxy to vote or to abstain from voting at the
annual general meeting as he/she deems fit, in respect
of all the shareholders votes exercisable thereat.

11.

A minor must be assisted by his/her parent/guardian


unless the relevant documents establishing his/her
legal capacity are produced or have been registered by
the companys transfer secretaries.

12.

Where there are joint holders of any shares, only that


holder whose name appears first in the register in
respect of such shares need sign this form of proxy.

13.

Forms of proxy must be lodged at, posted or faxed to


Link Market Services South Africa, 13th Floor,
RennieHouse, 19 Ameshoff Street, Braamfontein, 2001
(POBox 4844, Johannesburg, 2000) to reach the
company by no later than 14:00 on Tuesday,
22July2014.

5.

Administration

Famous Brands Limited

Transfer secretaries

Registration number

Link Market Services Proprietary Limited


(Registration number 2000/007239/07)
13th Floor, Rennie House
19 Ameshoff Street
Braamfontein
2001

1969/004875/06

Company Secretary
Mr JG Pyle

Registered office
478 James Crescent
Halfway House
1685
Tel: +27 11 315 3000
investorrelations@famousbrands.co.za

Postal address
PO Box 2884
Halfway House
1685

Sponsor
The Standard Bank of South Africa Limited
(Registration number 1969/017128/06)
30 Baker Street
Rosebank
2196

Website address
www.famousbrands.co.za

Auditors
RSM Betty & Dickson (Johannesburg)

Bankers
Absa Bank Limited
Bidvest Bank Limited
FirstRand Bank Limited
Investec Bank Limited
Nedbank Limited
Standard Bank Limited

BASTION GRAPHICS

Contact information
Tel: +27 11 315 3000
investorrelations@famousbrands.co.za
478 James Crescent
Halfway House, South Africa, 1685