REPORT OF DIRECTORSfor the year ended 30 June 2021

NATURE OF BUSINESS

Murray & Roberts Holdings Limited is an investment holding company with interests in the mining, energy, resources & infrastructure and power, industrial & water markets.

The Company does not trade and its activities are undertaken through subsidiaries, joint arrangements and associates. Information regarding the Group's major subsidiaries and associate companies appears in Annexure 1 of the consolidated financial statements.

GROUP FINANCIAL RESULTS

Revenue from continuing operations increased to R21,9 billion (FY2020: R20,8 billion). The Group reported earnings before interest and tax from continuing operations of R540 million (FY2020: R17 million loss) and recorded an attributable loss of R180 million (FY2020: R352 million loss), representing a diluted loss per share of 45 cents (FY2020: 89 cents loss). A diluted headline loss per share of 14 cents was recorded (FY2020: 80 cents loss).

Full details of the financial position and results of the Group are set out in these consolidated and separate financial statements. The consolidated and separate financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The accounting policies have been applied consistently compared to the prior year.

GOING CONCERN AND COVID-19 IMPACT

The Group is recovering from the initial impact it experienced in FY2020 from the pandemic, and related deferrals, closures, and restrictions, with continuing operations returning to profitability in the current financial year. The Group is exposed to the natural resources, industrial, energy, water and infrastructure markets and has a strong order book in the current financial year.

The Group’s international scope includes market sectors with robust fixed capital investment fundamentals.

The Energy, Resources & Infrastructure (“ERI”) platform performance reflects the platform’s target markets, with Australia continuing to invest in resources and infrastructure development. FY2021 saw significant awards with the order book reaching a record high. No significant COVID-19 impact was experienced in this platform in the current financial year.

The Mining platform did well with most mines returning to being fully functional in the current financial year. The Americas region experienced a prolonged period of disruption due to the pandemic, which led to high levels of commodity uncertainty and flagged investment decisions by the mining companies, but new awards are evidence of new mining investments. An increase in the demand for commodities is also being noted. The COVID-19 impact experienced in the current financial year was mainly in the Americas region where there were delays of new awards and new work being secured.

The Power, Industrial & Water (“PIW”) platform continues to experience limited investment in the market and geographic region it operates in. Uncertain timing of potential project awards necessitated a further reduction of overhead costs in anticipation of lower revenue.

Bombela Concession Company Proprietary Limited (“BCC”) operates the Gautrain system which is running with capacity restrictions and at all-time low ridership levels. Passenger demand is expected to remain subdued until the spread of the pandemic is curtailed. Current ridership is circa 10 500 passengers per day, compared to circa 55 000 passengers per day prior to COVID-19. The initial estimated impact of the pandemic on the Group’s 50% investment in BCC was accounted for in FY2020. BCC was successful with its business interruption insurance claim, capped at R285 million (M&R share R142,5 million) and the funds upon receipt were used to reduce BCC’s debt. The potential prolonged impact of the pandemic on this investment is assessed on an ongoing basis and the COVID-19 impact has been assessed by experts and management based on the best available information to date.

The Group continually monitors its financial position and liquidity structure and implements actions as and when required in order to ensure that the Group has adequate resources.

The Board is satisfied that the consolidated and separate financial statements comply with IFRS on a going concern basis following an assessment of solvency and liquidity requirements.

The directors are of the opinion that the Company and the Group have adequate resources to continue in operation for the foreseeable future based on forecasts and available cash resources and accordingly the annual financial statements have been prepared on a going concern basis.

UNCERTIFIED REVENUE

The Group’s uncertified revenue increased to R1,3 billion (FY2020: R1,1 billion). The Group remains confident that revenue recognised as uncertified will be certified and paid once attendant commercial matters have been resolved.

SEGMENTAL DISCLOSURE

The Group operated under three strategic platforms in financial year 2021. An analysis of the Group's results reflects the results and financial position of each platform (refer to Annexure 3 of the annual financial statements).

1

AUTHORISED AND ISSUED SHARE CAPITAL

Full details of the authorised and issued capital of the Company at 30 June 2021 are contained in note 11 of the annual financial statements.

Particulars relating to the Vulindlela Trust are set out in note 12 of the annual financial statements.

At 30 June 2021 the Vulindlela Trust held 10 624 366 (FY2020: 10 624 366) shares against the commitment of shares granted by the Vulindlela Trust totalling 5 065 382 (FY2020: 5 098 588) ordinary shares. The shares held by the Vulindlela Trust were purchased in the market and have not been issued by the Company.

The total number of ordinary shares that may be utilised for purposes of the Murray & Roberts Holdings Limited Employee Share Incentive Scheme (“Scheme”) is limited to 5,0% (FY2020: 5,0%) of the total issued ordinary shares of the Company, currently 22 236 806 (FY2020: 22 236 806) ordinary shares. As no shares have been issued to date in connection with the Scheme, this limit remains unutilised.

In terms of the Forfeitable Share Plan (“FSP”), employees were allocated shares during the year by the remuneration committee totalling 10 665 135 shares (FY2020: 7 249 585). The shares held in escrow by the FSP on behalf of the beneficiaries were purchased on the market and have not been issued by the Company.


2

DIVIDEND

Every year, the Board of directors of the Company (“Board”) considers an annual dividend, post year end. Dividends are subject to the Group’s financial position and market conditions. Considering the Group’s large and growing order book, and its impact on working capital requirements, the Board has resolved not to declare a dividend for the period under review.


3

DISCONTINUED OPERATIONS

Discontinued operations in the current year comprise the Middle East Operations, businesses included within the previous Southern Africa Infrastructure & Buildings Platform and the Genrec operations.

Infrastructure & Building Platform

In the current year, an investment in a Joint Venture (Forum SA Trading 284 Proprietary Limited), which holds an interest in an investment property in Mooikloof and falls into the previous Southern Africa Infrastructure & Buildings Platform, met the criteria to be classified as held for sale, in terms of IFRS 5: Non-current Assets Held for Sale and Discontinued Operations (“IFRS 5”). An impairment of R39 million has been recognised in the loss from discontinued operations in the current year, on classification of this investment as a non- current asset held for sale.

Middle East Operations

The Middle East Operations were classified as a discontinued operation in the 2020 financial year as a result of being abandoned, in terms of IFRS 5. Towards the end of the current financial year, the Group entered into discussions with a UAE-based investment company to dispose of its investments in Murray & Roberts Contractors (Abu Dhabi) LLC and Murray & Roberts Contractors (Middle East) LLC (part of its Middle East Operations). By 30 June 2021, the discussions had progressed to an advanced stage of negotiations and as a result thereof these companies met the criteria, in terms of IFRS 5, to be classified as a disposal group held for sale. Included in the current year loss from discontinued operations is an impairment of R96 million recognised on classification of this disposal group as held for sale, and a further R39 million foreign exchange rate loss.


4

SPECIAL RESOLUTION

During the year under review the following special resolutions were passed by shareholders:

  • Fees payable quarterly in arrears to non-executive directors
  • Financial assistance to related or inter-related companies

5

EVENTS AFTER THE REPORTING PERIOD

During July 2021, civil unrest and protest action occurred in many parts of South Africa. This was considered to be a non-adjusting event. There was no significant impact on results post year end.

During the current financial year, as documented in note 30.1 of the annual financial statements, the Group’s exit from the Middle East is progressing and it has entered a transaction process with a UAE-based investment company for the sale to it of the Abu Dhabi and Dubai companies. Regulatory approval is a pre-requisite for the shares to be transferred to the purchaser. The transaction is expected to be concluded by the end of September 2021. Considering the remaining project disputes in each of the two companies, the parties agreed that the consideration for sale would be a nominal amount. The post year end events as discussed above were not considered to be adjusting events and therefore the financial position and results of the Group were not deemed to be significantly affected.

The directors are not aware of any other matter or circumstance, other than noted above, arising since the end of the financial year not otherwise dealt with in the Group and Company annual financial statements which significantly affects the financial position at 30 June 2021 or the results of its operations or cash flows for the year then ended. Events that occurred after the reporting period were indicative of conditions that arose after the reporting period and did not have a material impact on the current financial year results.


6

INTEREST OF DIRECTORS

The directors of the Company held direct beneficial interests in 1 879 694 ordinary shares of the Company’s issued ordinary shares (FY2020: 1 327 361). Details of the ordinary shares held per individual director are listed below and also set out in note 38 of the annual financial statements.

BENEFICIAL Direct Indirect  
30 June 2021      
DF Grobler 375 456 2 142 065  
HJ Laas 1 404 238 2 277 340  
DC Radley 100 000  
30 June 2020      
DF Grobler 192 557 1 524 346  
HJ Laas 1 034 804 2 207 387  
DC Radley 100 000  

At the date of this report, these interests remain unchanged.


7

DIRECTORS

At the date of this report, the directors of the Company were:

Independent non-executive

SP Kana (Chairman); JA Boggenpoel; R Havenstein; NB Langa-Royds; AK Maditsi; B Mawasha; DC Radley; CD Raphiri

Executive

HJ Laas (Group chief executive) and DF Grobler (Group financial director)


8

COMPANY SECRETARY

L Kok

The company secretary's business and postal addresses are:

Postal address

PO Box 1000, Bedfordview, 2008

Business address

Douglas Roberts Centre, 22 Skeen Boulevard Bedfordview, 2007


9

AUDITORS

PricewaterhouseCoopers Inc. served as external auditor for the financial year ended 30 June 2021. The designated auditor is JFM Kotzé.