Ownership Monitor Research Report on the ownership of

Ownership Monitor Research Report on the ownership of

Ownership Monitor Research Report on the ownership of JSE-listed companies September 2017 Key themes The structure of ownership of South African companies is linked to policy priorities on transformation and inclusive growth, macroeconomic and financial stability, and competition. Black ownership should not be considered in isolation from other types of ownership - and their relationships with investment and economic growth. Transformation of ownership is important for reducing inequality and promoting inclusive growth. But the economy also needs a vibrant and inclusive equity market and an effective allocation of domestic and foreign capital towards growthenhancing investment. Foreign ownership South Africa needs to attract foreign capital - Structural constraint of low domestic savings and high investment needs Foreign ownership

Foreign investors owned 38% of JSE-listed companies at end 2016 including both foreign direct investment and foreign institutional investment. South African institutional investors Institutional investors manage a substantial fraction of household wealth Directing long-term savings to sectors of the economy that require capital And forming a crucial component of a thriving equity market South African institutional investors Retirement funds, long term insurance companies and collective investment schemes held around 34% of JSE-listed companies at end 2016. Investment managers reported holdings amounting to a further 14%. South African institutional investment in JSE-listed equity At end 2016, in millions of rand Total retail assets JSE-listed equities % of total assets

JSE-listed equities % of market Retirement funds 4 103 802 40% 24.4% Long-term insurance companies 1 207 079 26% 4.8% Collective investment schemes 1 051 498 31%

4.9% Investment managers 1 608 809 60% 14.3% Source: Calculated from data provided by Financial Surveillance Department (South African Reserve Bank) and JSE. Coverage of retirement funds Retirement funds span wealthy South Africans with bespoke plans and millions of workers and their dependents belonging to occupational schemes Black participation in occupational funds (by numbers) is substantial but needs to improve Job creation and incomegenerating opportunities support saving and wealth accumulation.

Major shareholders Disclosure of major shareholders - holding 5% or more of a companys shares Major shareholders by type: Top 25 South African companies Estimated value in R million2 % of Top 25 market capitalisation Foreign companies, direct and indirectly via SA companies3 435,688 11% GEPF and PIC4 429,166 11% South African companies, excluding BEE companies 203,700

5% South African institutional investors, excluding GEPF and PIC 49,188 1% South African BEE companies and trusts5 44,719 1% Private individuals 41,986 1% Foreign institutional investors 37,656

1% South African Government 27,903 1% Total estimated value of major shareholdings 1,270,006 33% Total market capitalisation of Top 25 companies 3,810,608 Source: Annual Reports, Annual Financial Statements and corporate websites. Market capitalisation provided by JSE. Black ownership Most JSE-listed companies have implemented BEE deals - Deals identified at 83 out of the Top 100 companies (Intellidex, 2015) - Deals include new strategic BEE owners, employee share ownership schemes, broad-based community schemes

- Some deals transfer shares in the listed company; others involve the sale of assets at the subsidiary or operational level - Net value generated between 2000 and 2014 of R317 billion (Intellidex, 2015) Measuring BEE ownership is complex - Methodology set out in the B-BBEE Codes reflects the complexity of BEE deals - Ownership based on the Codes may look different from the actual black shareholders in a listed company Ownership of Top 100 JSE-listed companies in 2013 Results from the Alternative Prosperity study on behalf of JSE Direct black ownership 10% Black ownership through institutional (mandated) funds 13% Direct black ownership - based on B-BBEE Codes - BEE deals at the level of listed company (Top 100) - BEE ownership achieved through sale of asset transactions - Direct black retail ownership where identified Indirect black ownership through institutional (mandated) funds

- Retirement funds, long-term insurance policies and collective investment schemes - Measured on the basis of vested rights of identified black beneficiaries Ownership Monitor Case Studies September 2017 Case Study 1: Vodacom Largest shareholder is ultimately foreign-owned: Vodacoms largest shareholder is Vodafone Investments SA (Pty) Limited, which in turn is owned by Vodafone Group plc, based in the UK. GEPF is a major shareholder: The Government Employees Pension Fund owns 12.7%. BEE ownership is at the level of the SA operations of the group: Vodacoms BEE transaction in 2008 distributed a 6.25% stake in the South African operations to employees, strategic partners and the black public. It has been reported that Vodacom is considering a new BEE transaction to replace the arrangements which expire in 2018. Vodacom shareholders at March 2016 Major shareholders (above 5%) Vodafone Investments SA (Pty) Limited* 65.0% Government Employees Pension Fund

12.7% All other shareholders 22.3% * Ultimate shareholder is Vodafone Group (UK) Information from Annual Financial Statements 2016 and the Vodacom website Case Study 2: FirstRand Corporate ownership is substantial: RMB Holdings Limited (JSE-listed) holds 34.1% of shares. PIC is a major shareholder: The Public Investment Corporation holds 9.5%, mainly reflecting funds managed on behalf of the Government Employees Pension Fund. BEE ownership: FirstRands BEE partners directly hold 4.2%. FirstRands BEE deal implemented in 2005 is estimated to have generated around R23 billion in net value for black beneficiaries*. Foreign versus domestic ownership: South Africans hold 70% of the company, foreign investors hold 22% and the remaining 8% has unknown nationality. FirstRand shareholders at June 2016 Major shareholders (above 5%) RMB Holdings Limited Public Investment Corporation 34.1%

9.5% Other significant shareholders BEE partners 4.2% Financial Securities Ltd (Remgro) 3.9% All other shareholders 48.3% Information from Annual Financial Statements 2016 and the FirstRand website * The Value of BEE Deals, Intellidex Research Report, June 2015 Case Study 3: Changing ownership - Barclays Africa Group One of the largest inward investments in South Africa: Barclays Bank plc (UK) acquired a 57% shareholding in ABSA Group in 2005. ABSA became the Barclays Africa Group in 2013 following the acquisition of the African businesses of Barclays plc, with the Barclays plc holding increasing to 62%. A gradual reduction in the foreign ownership: In 2016, Barclays plc began to reduce its shareholding in

Barclays Africa, in order to lessen its global regulatory requirements. By June 2017, the Barclays plc holding stood at 23.4%. Shares have been sold to a mix of new and existing investors, both locally and internationally. The Public Investment Corporation has increased its investment in Barclays Africa and plans to further increase its holdings, with the Barclays plc stake eventually falling below 20%. An opportunity for increasing black ownership: In 2017, Barclays Africa indicated that Barclays plc will make R2.1 billion of capital available to support a new BEE transaction. Barclays Africa - Shareholder composition December 2015 December 2016 June 2017 Barclays Bank plc 62.3 50.1 23.4 Public Investment Corporation 5.6

6.9 7.1 Other shareholders 32.1 43.0 69.5 South African shareholders 20.7 25.3 38.4 Foreign shareholders 79.3

74.7 61.6 Data from Barclays Africa corporate website - Annual Reports and information on major shareholders Case Study 4: Sasol BEE ownership: BEE ownership is in the form of the Sasol Inzalo Employee Trust, Management Trust and Foundation and through public holdings of Sasol Inzalo shares, listed in the empowerment segment of the JSE. There is also a further class of Sasol BEE ordinary shares. Proposals have been announced for a new R21 billion BEE deal to replace the maturing Inzalo scheme, which is expected to mature in 2018 with no shares distributed. Major shareholders: Sasols two major shareholders are the Government Employees Pension Fund (12.9%) and the Industrial Development Corporation (8.2%). Types of shareholders: Retirement funds and unit trusts (domestic and foreign) hold just over half of the ordinary shares. Shares backing American Depositary Receipts listed on the New York Stock Exchange account for 6.4%. South African ownership is between 60% and 70%. Sasol shareholders Ordinary shares* at June 2016 Major shareholders (above 5%) Government Employees Pension Fund 12.9% Industrial Development Corporation

8.2% Other shareholders - BEE Sasol Inzalo Employees Trust 3.6% Sasol Inzalo Management Trust 0.3% Sasol Inzalo Foundation 1.5% All other shareholders 73.5% * A separate class of Sasol BEE shares is also listed on the JSE Information from Annual Financial Statements 2016 and the Sasol website Case Study 5: Anglo American Platinum

Largest shareholder is ultimately foreign-owned: The dominant shareholder is Anglo South Africa Capital Proprietary Limited, which in turn is owned by Anglo American plc. No other shareholder individually holds in excess of 5% of shares. BEE transactions at the operational and company level: BEE transactions have been implemented at the level of specific mining operations, creating strategic stakes in operations for BEE groups. There has also been an employee share scheme and community economic empowerment scheme at the company level. Other shareholders: Banks, nominees and financial companies account for 8.8% of shares, followed by trusts and investment companies with 6.2% and retirement funds with 5.4%. Anglo American Platinum shareholders at December 2016 Major shareholders (above 5%) Anglo South Africa Capital Pty Limited* 77.7% All other shareholders 22.3% * Ultimate shareholder is Anglo American (UK) Information from Annual Report 2016 and Anglo American Platinum website

Case Study 6: Exxaro Exxaro was created through a BEE transaction in 2006 involving Kumba Resources, Anglo American plc, Eyesizwe Mining and the Industrial Development Corporation. Under the BEE transaction, a BEE vehicle (Main Street 333) - in turn owned by various BEE partners became the controlling shareholder. The BEE structure matured in November 2016 and by the end of December 2016, the BEE partners held a reduced stake of 45.3%. In January 2017, the BEE shareholding fell further to 37.7% following a share repurchase to settle debt obligations, implemented as part of the unwinding of the BEE deal. Exxaro Shareholders at December 2016 shareholders (above 5%)announced plans for a new BEE ownership structure to replace the Major In November 2016, Exxaro In November 2016, Exxaro announced a new Main Streetdeal. 333 Under BEE partners 45.3% matured

the transaction planned for 2017, the new BEE owner will hold a lower BEE transaction to replace the maturing overall stake of 30% of the company. Government Employees Pension Fund 5.9% transaction with Main Street 333. Other shareholders - BEE Under the BEE transaction planned for 2017, the Exxaro Employee Empowerment Share Trust 0.7% new BEE shareholder will hold 30% of the company. All other shareholders 48.1% Information from Annual Financial Statements 2016 and Exxaro website Case Study 7: Sanlam Largest shareholder is the BEE partner: The single largest shareholder is the BEE partner UbuntuBotho Investments (Pty) Ltd, holding 13.5% of shares. The BEE deal implemented in 2004 is estimated to have created a net value of around R14.4 billion for black beneficiaries*.

GEPF is a major shareholder: The Government Employees Pension Fund owns a further 12.2%. Types of shareholders: Individuals collectively hold 12.6% of Sanlams shares. South African institutions and other investors are the largest category with 49.3% percent of shares (including both major shareholders). Offshore institutions and other investors hold 38.1%. Sanlam shareholders at December 2016 Major shareholders (above 5%) Ubuntu-Botho Investments (Pty) Ltd 13.5% Government Employees Pension Fund 12.2% All other shareholders 74.3% Information from Annual Report 2016 and the Sanlam website * The Value of BEE Deals, Intellidex Research Report, June 2015 Case Study 8: Nedbank and Old Mutual Largest shareholder in Nedbank is ultimately foreign-owned: Nedbanks largest shareholder is the Old Mutual Life Assurance Company (and associates), in turn owned by the ultimate shareholder Old Mutual plc (UK).

GEPF is a major shareholder: The Government Employees Pension Fund holds 6.0% BEE shareholders: Nedbank implemented a major BEE transaction in 2005, the Eyethu Share Scheme, including black business partners, employees, non-executive directors, clients and community interest groups. Ownership structure will be changing: In 2016, Old Mutual plc announced plans for a managed separation of the Groups business areas. It is expected that a strategic relationship will be maintained between Nedbank and Old Mutual Emerging Markets but that Old Mutual will reduce its stake to a minority position. The remaining shareholding in Nedbank will be distributed widely to Old Mutual shareholders Following the managed separation, Old Mutual Emerging Markets will be an independent company with a primary stock exchange listing in South Africa. Nedbank shareholders at December 2016 Major shareholders (above 5%) Old Mutual Life Assurance Company (SA) and associates* Government Employees Pension Fund All other shareholders 54.2% 6.0% 39.8% * Ultimate shareholder is Old Mutual plc (UK) Information from Annual Financial Statements 2016 and Nedbank and Old Mutual websites

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