Directors’ report >
for the year ended 30 September 2008
     
     
   

AUTHORISED AND ISSUED CAPITAL
The authorised capital of the company remained unchanged. During the year, nil (2007: 26 800) ordinary shares were issued at R5,45 per share, 10 000 (2007: 95 200) at R14,10 per share, 40 200 (2007: 110 400) at R15,80 per share, 66 800 (2007: 66 600) at R17,30 per share, 454 040 (2007:502 200) at R15,99 per share, 23 000 (2007: 20 400) at R17,70 per share and 154 600 (2007: 30 000) at R41,90 per share. Options exercised in terms of the Reunert 1985 Share Option Scheme accounted for this increase.

REVIEW OF OPERATIONS AND RESULTS
The performance of the divisions and the group’s results are reviewed on pages 6 to 8 and the segmental analysis is set out on pages 35 to 37.

DIVIDENDS
An interim ordinary dividend No 164 of 78 cents (2007: No 162 of 73 cents) per share was declared on 13 May 2008, and a final ordinary dividend No 165 of 241 cents (2007: No 163 of 241) cents per share was declared on 24 November 2008.

A total distribution of 319 cents (2007: 314 cents) per ordinary share was declared relating to the 2008 financial year.

An interim 5,5% cumulative preference dividend No 46 was declared on 2 July 2008 and a final dividend No 47 will be declared on 31 December 2008.

SUBSIDIARY COMPANIES
Your directors are of the opinion that the publication of information on all the company’s subsidiaries in this report would entail expense out of proportion to the value to shareholders.

Annexure A to this report, however, sets out the principal subsidiaries of the company.

SPECIAL RESOLUTIONS OF SUBSIDIARIES
During this financial year the following special resolutions were passed by subsidiaries of Reunert: ATC (Pty) Limited changed its articles of association. Nashua Electronics Limited changed its name to Pansolutions Holdings Limited. RDL Technologies (Pty) Limited changed its name to Reutech Solutions (Pty) Limited. RDI Communications (Pty) Limited changed its name to Reutech Communications (Pty) Limited. Fuchs Electronics (Pty) Limited changed its name to Reutech Precision Products (Pty) Limited. Full details of these resolutions may be viewed at the company’s registered office.

DIRECTORATE AND COMPANY SECRETARY
Mr MJ Shaw has reached the usual retirement age of 70. However, at the request of the board, Mr Shaw has made himself available to be re-elected at the annual general meeting for another year. Messrs TJ Motsohi and TS Munday, having been appointed to the board of directors during the year, are required to retire at the next annual general meeting but, being eligible, offer themselves for re-election. Messrs KS Fuller, DJ Rawlinson and Dr JC van der Horst retire by rotation at the forthcoming annual general meeting and all offer themselves for re-election. Ms KC Morolo resigned during the year.

The names of the directors in office at 30 September 2008 and to the date of this report, are set out on pages 22 and 23.

The name and address of the company’s secretary are set out on page 116.

INTERESTS OF DIRECTORS
At the reporting date, fully paid ordinary Reunert shares were held directly and indirectly by the directors as indicated in the table below:
 
  Direct beneficial   Indirect beneficial   Held by associates
  2008   2007     2008   2007     2008   2007  
BP Connellan 30 523   30 523     9 000   9 000     —   —  
KS Fuller —   —     —   —     —   —  
BP Gallagher 331 713   298 313     —   —     —   —  
SD Jagoe —   —     —   18 000     —   —  
KJ Makwetla —   —     —   —     150   —  
KC Morolo —   —     —   —     —   —  
TJ Motsohi —   —     —   —     —   —  
TS Munday —   —     —   —     —   —  
GJ Oosthuizen 66 700   33 300     —   —     —   —  
ND Orleyn —   —     —   —     —   —  
G Pretorius 133 400   66 600     —   —     —   —  
DJ Rawlinson 358 520   325 120     —   —     —   —  
MJ Shaw —   —     —   —     —   —  
JC van der Horst   —   —     —   —     —   —  
  920 856   753 856     9 000   27 000     150   —  
 
   

These holdings have remained unchanged up to 5 December 2008.

Executive directors of the company held unexercised options to subscribe for 280 000 (2007: 447 000) ordinary shares in terms of the Reunert 1985 Share Option Scheme. These options are due to expire on 29 August 2015.

Executive directors of the company held unexercised options to subscribe for 250 000 (2007: nil) ordinary shares in terms of the Reunert 2006 Share Option Scheme. These options are due to expire as follows:
  • 125 000 on 13 December 2017
  • 125 000 on 18 February 2018.

The directors have no financial interest in contracts entered into by the group during the year. For further information on directors’ share options, refer to note 21 of the annual financial statements.

SUBSEQUENT EVENTS
The directors are not aware of any matters or circumstances arising between the end of the financial year and the date of these financial statements which materially affect the financial position or results of the company or group.

ATTRIBUTABLE INTEREST
The attributable interest of the company in the profits and losses of its consolidated subsidiaries for the year ended 30 September 2008 is:
  2008  
Rm  
2007  
Rm  
In the aggregate net income 760,1   704,1  
In the aggregate net losses (36,7)  (18,3) 
  723,4   685,8  
 
GOING CONCERN
The directors confirm that the group and company have adequate resources to operate for the foreseeable future and will remain a viable going concern in the year ahead.
 
 
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