Date : April, 03 , 2009 Publication : Financial Mail - Supplement 3 Page Number: 14-23

WINNERS

SA'S MOST EMPOWERED COMPANY

rategy is what

COUNTS Armed with a working formula, Adcorp

continues to outperform, outwit and outplay its rivals

I I Adcorp I Sector: Support services

Revenue: R4,4bn (Dec 08); Total BEE score: 88,71%; Ownership: 22; Prefproc: 18

Never say die! That seems to be the spirit that propelled recruitment and training group Adcorp to become a premium black

economic empowerment (BEE) contributor. For the second time in a row, Adcorp is crowned

as the most empowered entity on the JSE in the f7Ws Top Empowerment Companies {TEC] survey. The group scooped the top spot with a total BEE score of 81,69% last year. This time around, it has produced a whopping 88,71%, making ii the one and only level 2 BEE contributor on the JSE under TECs methodology. Level 2 BEE status refers to total BEE scores between 85% and 95%.

Adcorp CEO Richard Pike says the group's current BEE credentials came out of a long and hard process. "It has been a long journey."

Adcorp has had to watch a number of its key BEE initiatives go poof. The group never gave up. It kept coming back and seems to have finally got the right combination. From an ownership point of view, Adcorp's first BEE move brought in partners at subsidiary level - Adcorp Flexible Staffing Solutions in 2003 and Adcorp Com­munication Solutions (ACS) in 2004.

A rethink of the group's strategic direction resulted in the disposal of ACS, which went with its BEE structure, in 2006. The group moved the Flexible Staffing Solutions' BEE partnership into holding level with an eye on strengthening the Richard Pike It's been a long journey

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Date : April, 03 , 2009 Publication : Financial Mail - Supplement 3 Page Number: 14-23

WINNERS

SA'S MOST EMPOWERED COMPANY

Louisa Mojela One of the Wiphold trio on the Adcorp board

relations for the long term. The BEE partners - a consortium including Sandile Zungu - bailed out in 2007.

The relentless Adcorp replaced the Zungu con­sortium with a R512m transaction that transferred 15% of its shares to a new consortium made up of Women Investment Portfolio Holdings (Wiphold) and Simeka Group. At the same time the group transferred 10% of its shares to its employees.

Adcorp now sits with a 33°/o black economic-interest and voting rights, which yield a total ownership score of 22. The ownership element of the broad-based BEE scorecard offers a maximum of 20 points plus three additional bonus points for excellent performers. The bonus points are re­served for the inclusion of the most vulnerable groups in society, women and new BEE groups. That is what Adcorp did to earn the two bonus points.

"The group took a decision in the 1990s, before my time, that BEE is a business imperative," says Pike. It has never looked back. The approach is paying off. The bestowing of BEE awards to Adcorp is just an added bonus. The real benefits are visible on the bottom line.

Adcorp's business comes from sectors of the economy that are heavy on BEE requirements. A significant portion of the group's clients are public-sector entities, which are supposed to be the main drivers of BEE implementation through uncom­

promising preferential procurement policies. The private-sector clients are also drawn from sectors that have strong transformation charters like the financial services sector, mining and construction.

Figures for the year ended August last year show Adcorp's revenue growing by 44°/o to R4,4bn. Revenue was quoted at Rl,5bn in 2002. Operating profit rocketed by 73°/o to R258m last year. Shareholders are happy. The group has produced consistent increases in its return on assets, from 26,3°/o in 2002 to 42°/o last year.

Prospects are looking good despite market tur­moil and the slowing economy. Adcorp is well positioned to take advantage of market conditions due to its unrivalled ability to search for talent, says Pike.

Though industry is shedding jobs, Pike notes that certain critical areas of the economy are still going strong because of the country's more than Rl trillion infrastructure development plan. "For the first time since the inception of the staffing industry, the demand for talent exceeds the supply in a number of disciplines," says Pike. As such, the frontiers for competition in certain segments of the industry have shifted away from securing job vacancies to the identification of scarce talent. This arguably represents the most fundamental shift this industry has experienced in its history and tends to favour larger providers such as Adcorp, he says.

All of these factors, coupled with the group's strong BEE credentials, position the group to take advantage of current market conditions and op­portunities, says Pike.

He remains confident despite concerns that BEE deals — especially those concluded in the past two years - are in serious trouble. The collapsing asset prices spell disaster for many BEE transactions. These transactions are normally overgeared — more than 100°/o in many cases. As a result they cannot withstand the pressures of declining asset prices and squeezed operating margins. "I'm con­fident that our deal will weather the storm," says Pike.

The transaction resulted in a Wiphold trio joining the Adcorp board: Louisa Mojela, Gugu Duda and Tryphosa Ramona. Robinson Ramaite of Simeka Group also joined the board, together with Campbell Bomela, who has served on the Adcorp board as executive director since 2006. That produced 50% black representation at board level.

Adcorp still needs to put more effort into trans­forming its top management. The group scored 5,5 out of 10 in the management element of the scorecard. It managed 10,8 out of 15 in employment equity and 12,3 out of 15 in skills development. On preferential procurement, Adcorp claimed 18 points from a possible 20 and took all 15 points available in enterprise development. Sibonelo Radebe

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Date : April, 03 , 2009 Publication : Financial Mail - Supplement 3 Page Number: 14-23

WINNERS

SA'S SECOND-MOST EMPOWERED COMPANY

A SOLID

foundation is PAYING OFF

2 HCI Sector: Financial services

Revenue: R8,9bn (Dec 08); Total BEE score: 84,63%; Ownership score: 23; Pref proc: 11,29

The rise of Hosken Consolidated Investments (HCI) should read like a fairy tale to many. Headed by two former trade unionists, ex­

ecutive chairman Marcel Golding and CE Johnny Copelyn, the investment firm has risen to become the second-most empowered company on the JSE. That is according to the FM's Top Empowerment Companies (TEC] 2009 survey. HCI is also crowned as the most empowered financial services com­pany on the JSE for the third consecutive year.

According to TEC, HCI scored 84,63% this year, up from 70%. It is flanked by Adcorp, which took the top spot with a total BEE score of 88,71%, and Nedbank in third place, with a score of 82,45%.

HCI's performance was again impressive across all categories. It scored 15 out of 20 points for enterprise development and full marks (5) for socioeconomic development.

Of course, the group's empowerment credentials can be attributed to the company's most sig­nificant shareholder - the SA Clothing ft Textile Workers' Union (Sactwu), which owns 40% of the company. Golding owns 7,2% and Copelyn 4,4%.

Sactwu purchased a majority stake of HCI in 1997 for the benefit of the union's members and their families. To carry out the mission, it de­ployed its former leader Copelyn, who was joined by Golding, the former leader of the National Union of Mineworkers.

Judging by HCI's growth, the two comrades have not disappointed. HCI has increased the number of pies in which it has its fingers and has handsomely benefited its shareholders. The union has also benefited from HCI's extensive corporate social investment programme. The group also facilitated the establishment of the HCI Foundation, which owns about 7% of its shares.

Marcel Golding Has interests in various sectors

HCI's business empire is now spread across sectors that include industrial, mining, transport, services, media and entertainment. It has a con­trolling stake in free-to-air television channel e.tv and another controlling stake in entertainment and gambling giant Tsogo Sun Group.

Other operations include 80% of HCI Khusela Coal, 91% of Montauk Energy Capital, 45% each of Clover and Golden Arrow Services, 40% of Business Systems Group, 55% of Syntell, 58,9% of Limtech and 100% in Vukani Gaming Corp.

lor the 2007/2008 financial year, HCI posted group revenue earnings of R8,9bn, up from R4,2bn. Most of its investments performed well during the period under review. Clover, for example, con­tributed R64,3m to HCI's headline earnings, up from R28,8m, while Gallagher's attributable head­line profit rose 85% to R33m from R18m.

HCI's mining subsidiary, HCI Khusela Coal's two mines, Palesa (formerly Loopspruit) and Mbali (formerly Klippoortjie), were granted licences by the department of minerals ft energy.

Palesa has domestic contracts with Eskom Hold­ings and Mbali's purpose will be to produce different grades of coal with the intention of securing local and export contracts. The company has committed to invest about R300m in tin-development of the two new mines.

HCI's market capitalisation at the time of going to print was R5,6bn. Matebello Motloung

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Date : April, 03 , 2009 Publication : Financial Mail - Supplement 3 Page Number: 14-23

WINNERS

SA'S THIRD-MOST EMPOWERED COMPANY

More THAN A cut above

THE REST

3 Nedbank Sector: Financial services

Revenue: R22,4bn (Dec 07); Total BEE score: 82,45%; Ownership: 16,81; Pref proc: 17,98

When asked what is behind Nedbank's sharp improvement in the Top Em­powerment Companies [TEC) rankings

this year, CEO Tom Boardman says: "It's amazing, but people do what they get incentivised to do."

For years, Boardman has talked about how to make Nedbank the most "transformed bank" in the country, saying that "if we don't, we run the risk of being irrelevant". But this is a sentiment easy to voice and one often seen as a fluffy goal.

Boardman says the incentive scheme works by having a pool from which you pay bonuses. The size of this bonus depends on how you score on a "balanced scorecard", which includes transfor­mation. "Last year, we increased the weighting for transformation in this scorecard."

It's clearly working. Last year on the TEC ratings Nedbank scored 67°/o and was 15th on the list of most empowered companies in SA. This year it climbs to third place overall, with a score of 82°/o.

Though the TEC rankings were done using the department of trade Ft industry (DTI) codes, Ned­bank achieved a score of 96,2% under the financial sector charter. As the charter is a better indicator of true empow­erment for banks, this is arguably a more significant achievement.

When it comes to lending to the poor, Nedbank has also improved. Its market share of the Mzansi low-income accounts has improved from 12°/o in 2003 to 16% last year.

Says Empowerdex project manager Stephen Hawes: "The percentage of black management increased, and employment equity improved from seven points to 10. The good part about that was thai it was an improvement in senior management representation." He says Nedbank also poured a lot

more money into skills development and pref­erential procurement compared to its peers.

When it comes to black ownership, Nedbank also benefited by being the last of the big four banks to complete its empowerment deal in 2005. Its deal, Eyethu, gave three distinct groups shares: staff, clients and community, and strategic partners, led by Brimstone and Wiphold. The clients and com­munity offer meant 40 000 black South Africans who were Nedbank clients could participate by buying 9m shares (2% of the company).

Shares were offered to black clients who had to hold them for three years and keep their primary account at Nedbank. After the third year, they would get a fourth share for free. Effectively, this four-for-three offer was a 25% discount. Though Nedbank shares have fallen marginally in the past three years, the black parties would still have made a profit. The shares were bought for between R83,75 and R94, and the stock is now at R93.25.

The structure of the retail offer has been replicated by other companies. MultiChoice, Sasol and Naspers have all included a "broad-based" retail share, sucking a range of new black in­vestors into the stock market.

Among the banks, the highest ownership scores went to FirstRand (17,9) and Nedbank (16,8) - a cut above Standard Bank (12) and Absa (12,8).

But as Boardman says: "Ownership isn't really where you see the biggest effect of empowerment anyway, it's far more important to ensure you've got things like employment eq­uity and procurement right." The score for black management has improved from 6,6 last year to

and its spending on skills development nearly doubled to 9,1. Rob Rose

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Date : April, 03 , 2009 Publication : Financial Mail - Supplement 3 Page Number: 14-23

THE WINNERS

4 Kelly Group Sector: Services

Revenue: R2,2bn; Total BEE score: 82,28%; Ownership score: 15; Pref proc: 17

The entry of Safika Investment Holdings into staffing operation Kelly Group, seems to have ushered in a new era. Saki Macozoma's Safika landed about 28% of Kelly after the group was unbundled from Educor in 2001. The group was brought back to the JSE in 2007 and has since risen in the black economic empowerment (BEE) rankings. It is chaired by Safika's cofounder Moss Ngoasheng and sits with black economic interest and voting rights of 37,6%. Its board has 50% black representation. Besides a low management score the group does well across the seven elements of the broad-based BEE scorecard. For a staffing operation, employment equity and skills development are almost tantamount to free points as that is its speciality.

6 Glenrand MIB Sector: Financial services

Revenue: R466m (June 08); Total BEE score: 79%; Ownership score: 20,86; Pref proc: 17,5

The fact that broking group Glenrand MIB shot up the empowerment list last year will take the sting out of what has been an otherwise miserable year operationally. But the real story is how Glenrand improved so rapidly, considering that it came in 14th last year with a score of only 68%. It established BEE equity partnerships some time ago. Kunene Brothers bought into the group in 2000. This was complemented by the entry of Ayavuna Women's Investments and Matemeku Investments in 2006. It also concluded an employee ownership scheme. This gives it about 29% black economic interest and voting rights. Four of its 12 board members are black. Of its 10-member executive committee, six are white males.

8 Tongaat Hulett Sector: Food & beverages

Revenue: R6,3,lbn (Dec 07); Total BEE score: 76%; Ownership score: 21,6; Pref proc: 12,4

The sugar milling group Tongaat Hulett has made a habit of featuring in the high rankings of the Top Empowerment Companies survey. Tongaat concluded a BEE deal in 2007 in which it transferred about 25% of its shares to black groups, including Ayavuna Women's Investments and Sangena Investments. But Tongaat has been on the BEE trail for quite some time, having facilitated the development of small black farmers for its supply chain. As such it claims about 13 points out of 20 in preferential procurement and 13,7 out of 15 for enterprise development. The group is sitting with black voting rights of 43% and black economic interest of 37%. It scores 6,9 out of 10 from the management element.

5 GijimaAst Sector: ICT

Op profit: R171m (Jun 08); Total BEE score: 80,9%; Ownership score: 21,1; Pref proc: 19,7

A combination of Jonas Bogoshi, an old hand in ICT, and a resilient entrepreneur, Robert Gumede, has proven to be a winning formula for good results. But, it's been a rough ride. Under the guidance of former CEO John Miller, GijimaAst was rescued from disappearing into oblivion. His successor, Bogoshi, is winning almost every tender in town and turning this ICT firm into a major player. Investors are impressed. But they're not the only ones smiling all the way to the bank. Black suppliers are also benefiting from the company's preferential procurement, which earned it a cool 19,7% out of 20. Other ICT firms joining Gijima in the overall Top 10 in this year's Top Empowerment Companies are AdaptIT in seventh place and Faritec in ninth.

7 AdaptIT Sector: Services

Revenue: R57m; Total BEE score: 77,7%; Ownership score: 17,5; Pref proc: 14,2

This firm epitomises the word "transformation" in many ways. In 2007, AdaptIT languished in 191st position in the Top Empowerment Companies survey after scraping a lousy 2,4%. Two years earlier, this hi-tech firm, then known as Infowave, was in the red. At the time the market jeered when management announced a business strategy and how the BEE plan was going to yield growth. Today, AdaptIT is among the most empowered on the JSE, raking in profits and making its mark on the ICT scene. But trading volumes and the low p:e show that the market has its doubts. The board, under the young CEO Sbu Shabalala, features Wanda Shuenyane and there's a bias towards black people among directors and management.

9 Faritec Sector: ICT

Revenue: Rlbn; Total BEE score: 75,74%; Ownership score: 18,12; Pref proc: 15,24

This third-most empowered ICT company on the JSE is aiming to up its black empowerment credentials. Faritec is not satisfied with being 32,5% black-owned and deputy CEO Hasmukh Gajjar has said the aim is to at least get to 50,1%. Faritec concluded its empowerment transaction in 2003 when it sold a stake to a consortium involving strategic investment and management company J&J Group and trade union Numsa's investment arm Lesaka Holdings. To date, 55,6% of its board members are black, with 59% of its staff being female. In the six months to December 31 2008, its revenue declined by about 19% from R502m to R414m. The decline can be attributed to decreased spending from its customers.

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THE WINNERS

10! FirstRand Sector: Financial services

Income from ops: R39bn (Jun 08); Total BEE score: 75,5%; Ownership: 17,9; Pref proc: 16,9

The performance of financial services groups like FirstRand makes nonsense of the brawl in the financial sector charier council. The fracas over targets has caused delays in passing the financial sector charter. FirstRand ventured into the BEE arena in a big way back in 2005 when it transferred 10% of its shares to a broad-based BEE consortium. The consortium is made up of prominent BEE players including Women's Development Bank Trust, the Mineworkers Investment Trust and the Kagiso Trust. Currently, black voting and economic interests stand at 18,7%. The board has since evolved to include people like Sizwe Nxasana and Paul Nkuna. FirstRand has 60% of the BEE funding market.

12 Primeserv Sector: Support services

Revenue: R474m (Dec 07); Totol BEE score: 75,1%; Ownership score: 21; Pref proc: 18

Human resources specialist Primeserv has so far opted to facilitate black ownership at subsidiary level. This is a controversial choice given the dominating trend where BEE is facilitated at first-tier level. This is where the real power lies and the strategic direction of the enterprise is determined. But being close to the operating entity has its own advantages for BEE transactions. Primeserv has facilitated deals which transferred 25% stakes to a string of its subsidiaries. Beneficiaries include Tsabatsaba Holdings, Lidonga Group Holdings, a women's BEE investment company, management and staff. In addition the group runs a joint venture called Empvest Outsourcing together with the South Cape Empowerment Network.

14! Merafe Sector: Resources

Revenue: Rl,6bn (Dec 07); Total BEE score: 71,7%; Ownership score: 21; Pref proc:15

With a total BEE score of 71%, Merafe Resources is way ahead of its peers in the mining sector of the JSE. Merafe was listed in 1998. Last year the group was named the second-most empowered entity on the JSE in the Top Empowerment Companies survey with a total score of 79%. The group has slipped this year but remains the best by far in the resources sector. Merafe derives its empowerment credentials mainly from parent company Royal Bafokeng Holdings (RBH), which holds about 30% of the ferrochrome producer. It boasts a total of 51 % in black voting and economic interests. Under the leadership of Steve Phiri, Merafe claimed 7,6 out of 10 points on management and its board is 67% black.

11 Netcare Sector: Health care

Op profit: R3,37bn (Sep 08); Total BEE score: 75,4%; Ownership score: 17; Pref proc: 13,75

The premier private hospital group's performance on the preferential procurement side helped it clock 75,4%, making it the most empowered firm in the JSE's health-care sector. Right now, the Richard Friedland-led Netcare allocates more than 70% of its expenditure to "accredited BEE suppliers". Having steadily progressed from outside the Top 100 of Top Empowerment Companies back in 2004 to the 11th spot shows that its BEE plan isn't a quick-fix scheme. As everyone will agree, that's a recipe for sustainability. On the debit side, its employment equity score looks somewhat pale but the good news is that Friedland's top brass have made a diagnosis and promise a cure for this ailment.

13 Standard Bank Sector: Financial services

Revenue: RIObn; Total BEE score: 72,4%; Ownership score: 12,03; Pref proc: 16,44

Black investors hoping to get a piece of Standard Bank should forget about it. After the sale of 20% of the bank in 2007 to the Industrial & Commercial Bank of China, the firm's CEO Jack Maree has said no more. The bank is taking the stance of once empowered, always empowered. But again, the institution is mixing with the big boys. In 2004, it secured two political heavy­weights Cyril Ramaphosa and Saki Macozoma as its BEE partners. It sold 10% to Tutuwa Consortium, which comprises Ramaphosa's Shanduka and Macozoma's Safika. Other beneficiaries include Standard Bank's black managers. In 2007 it sold its 45% in educational finance company Edu-Loan to black-owned investment company Circle Capital Ventures.

15! Oceana Sector: Food & beverages

Revenue: R3bn (Sept 08); Totol BEE score: 71,3%; Ownership score: 21,1; Pref proc: 12

Under the chairmanship of empowerment doyen Mustaq Brey, fishing group Oceana has a good thing going on the transformation front. Brey, the CE of BEE player Brimstone, joined the Oceana board in 1995 and his group got 11 % of the fishing group in 2005. Oceana also transferred about 12% to its employees, leaving it with about 30% black voting rights and economic interests. This is part of the reason why Oceana has for the second consecutive year featured on the JSE's socially responsible investment index. The core of the group's operations, fishing, allows it to facilitate the development of small and black suppliers. That gave it 100% on enterprise development and 60% on preferential procurement.

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17I Investec Sector: Financial services

Op profit: Rl,3bn (Mar 08); Total BEE score: 69,4%; Ownership score: 20; Pref proc: 13,6

Investec comes back for the second consecutive year in the higher rankings of the TEC survey. Last year, it claimed 6th position with a total score of 72%. This year it is sitting on 17th with 69,4%. This proves that BEE compliance, like any other piece of regulation, has to be accompanied by a well oiled PR machine. In general terms, Investec is a sucker for bad PR. Remember the storm caused by Bonga Bangani, a former employee who wrote a scathing public letter about Investec. Surely the aftermath could have been handled better given the record produced in the TEC survey. This includes black economic and voting rights of 25%. Besides management, other scores are fair.

19 Old Mutual Sector: Financial services

Revenue: RIObn; Total BEE score: 69,21%; Ownership score: 17,62; Pref proc: 11,77

When Old Mutual concluded its R7,2bn empowerment deal in 2005, many saw this as an indication that corporate blue chips and multinationals were embracing BEE. It sold 13,5% of its SA operations to black-owned Wiphold and Brimstone in a deal that also benefited 500 000 South Africans. Last year, Old Mutual fell victim to the global negative sentiment towards financial services companies. The result: concern that its BEE deal was being blown out of the water, much to its major BEE partners' dismay. Despite the tough financial market, Old Mutual's private equity division recently purchased 44% of industrial-minerals company Idwala Industrial, in partnership with Ethos and Tiso Group.

16 Discovery Sector: Financial services

Op profit: Rl,76bn (Jun 08); Total BEE score: 70,4%; Ownership score: 8,6; Pref proc: 18,3

It's uncanny how Discovery has over the years been renowned for its knack of upsetting its clients, rivals and industry regulators alike. But as it turns 17 years old, Discovery's brashness is becoming a thing of the past. What the company isn't losing but re-asserting is its place in the BEE sun. In 2006 founder Adrian Gore's group sold a modest 7% stake to an empowerment bloc for R830m. This was just the beginning. In this year's survey it moves up from 26 last year. It has gone on to feature in the Top 3 of the affirmative procurement and skills development list. A R100m cheque to train 300 medical specialists by 2016 is among the most effective investments in skills development.

I O I Metropolitan Hold O A I V r Sector: Financial services ^m\J\

Net premiums: R8,7bn (Dec 07); Total BEE score: 69,3%; Ownership: 21,1; Pref proc: 7,6

Financial services group Metropolitan serves as a perfect mirror for those who want to understand the travails of BEE. It became one of the first mainstream corporations to flirt with BEE in the early 1990s. It landed under the control of New Africa Investments Limited (Nail). The failure by Nail to follow a definite strategic direction saw Metropolitan change BEE partners. Kagiso Trust Investments acquired 10% in 2004 and has since increased it to about 20%. The group, chaired by BEE doyen Wiseman Nkuhlu, now commands a total of 39,3% in black voting and economic rights. The board has about 50% black representation. It claims 8,7 out of 10 points in the management element of the scorecard and all 15 in employment equity.

Sun International Sector: Hotels & leisure

Revenue: R7,6bn (June 08); Total BEE score: 69,1%; Ownership score: 21,7; Pref prod 1,2

The empowerment credentials of hotels and gambling group Sun International have been boosted by the entry of Lereko Investments, a group led by Popo Molefe and Valli Moosa. As part of a broad-based BEE consortium, Lereko acquired 7% of Sun International in 2005. That led to the entry of Moosa into the group's board, which now boasts 30% black representation. But Sun International derives a lot of BEE points from partnerships carved at operating level, mainly in its casino operations. When consolidated at top level, the group's black ownership stands at 27,7%. The management score is poor at 2,4 out of 10. So is employment equity at 5,8%. A 100% score in enterprise development salvages the situation.

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