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The below represents all the material business combinations concluded during the year:
On 1 July 2017 (“effective date and acquisition date”) AfroCentric concluded agreements governing the acquisition of
100% of Wellness Odyssey Proprietary Limited. Wellness Odyssey Proprietary Limited is a service provider for Corporate
wellness days – raising awareness and enhancing preventative care to the advantage of the medical scheme, employer
groups and participating members. The Group is determined to pursue partnerships, acquisitions and mergers in order to
drive toward value chain optimisation and this acquisition bears testament to this. The purchase consideration for
Wellness Odyssey Proprietary Limited is R38 million in cash consideration.
The Wellness Odyssey Proprietary Limited has been accounted for using the acquisition method of accounting, which
requires that the assets and liabilities of Wellness Odyssey Proprietary Limited be measured at fair value as at 1 July 2017.
Business combinations
| |
|
|
|
| Fair value of 100% net asset value at acquisition (assets) |
|
|
|
23 143 |
|
| Property and equipment |
274 |
|
|
|
|
| Trade and other receivables |
3 565 |
|
|
|
|
| Cash and cash equivalents |
2 099 |
|
|
|
|
| Deferred tax liability |
(7 834) |
|
|
|
|
| Intangible assets: customer relationships |
28 178 |
|
|
|
|
| Trade and other payables |
(2 934) |
|
|
|
|
| Provisions |
(205) |
|
|
|
|
|
|
|
|
|
|
| Consideration for the purchase of 100% of net asset value |
|
|
|
38 000 |
|
| Goodwill arising from acquisition* |
|
|
|
14 857 |
|
* The goodwill arises from integrated synergies that are established through the acquisition of Wellness Odyssey.
The acquired business contributed revenues of R30.5 million and net profit after tax of R6.9 million to the Group for the
period from 1 July 2017 to 30 June 2018.
On 1 March 2018 (“effective date and acquisition date”) AfroCentric concluded agreements governing the acquisition of 51%
of Essential Group Proprietary Limited as well as 51% of Medinsure Proprietary Limited. Essential Group Proprietary provides
healthcare insurance. The Group is determined to pursue partnerships, acquisitions and mergers in order to drive toward
value chain optimisation and this acquisition bears testament to this. The purchase consideration for Essential Group
Proprietary Limited as well as Medinsure Proprietary Limited is R7.64 million in cash consideration and R19.9 million in
contingent consideration (fair value as at year-end). The contingent consideration is made up of five tranches of R5 million.
For every R5 million profit after taxation achieved by Essential Group (including Medinsure), one of the tranches will be
payable to Essential Group (up to the maximum amount of R25 million). Based on the expected future profits of Essential
Group (including Medinsure) AfroCentric expect the contingent consideration to be fully paid by the end of June 2021.
The Essential Group Proprietary Limited as well as Medinsure Proprietary Limited has been accounted for using the
acquisition method of accounting, which requires that the assets and liabilities of Essential Group Proprietary Limited as well
as Medinsure Proprietary Limited be measured at fair value as at 1 March 2018. The amounts disclosed below are provisional.
Business combinations
| |
|
|
|
| Fair value of 100% net asset value at acquisition (assets) |
|
|
|
15 846 |
|
| Property and equipment |
353 |
|
|
|
|
| Trade and other receivables |
802 |
|
|
|
|
| Cash and cash equivalents |
15 503 |
|
|
|
|
| Trade and other payables |
(812) |
|
|
|
|
| Consideration to Essential Group |
|
|
|
19 947 |
|
| Non-controlling interest |
|
|
|
(17 539) |
|
| Fair value of 51% net asset value at acquisition (assets) |
|
|
|
18 254 |
|
| Consideration for the purchase of 51% of net asset value |
|
|
|
27 587 |
|
| Goodwill arising from acquisition* |
|
|
|
9 333 |
|
* The goodwill arises from integrated synergies that are established through the acquisition of Essential Group and Medinsure.
The acquired business contributed revenues of R8.9 million and net loss after tax of R0.8 million to the Group for the
period from 1 April 2018 to 30 June 2018. The loss after tax would be R0.1 million if Essential Group (including
Medinsure) had been acquired from the beginning of the year. |