24
ROLFES HOLDINGS LIMITED (Registration number 2000/002715/06) Incorporated in South Africa Share Code: RLF ISIN: ZAE000159836 (“Rolfes” or “the Group”) www.rolfesza.com REVIEWED PROVISIONAL CONDENSED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED 30 JUNE 2017 KEY FEATURES * Prior year and interim results restated to correct material errors * Compared to restated results revenue from continuing operations increased by 9,7% to R1,437 billion * Compared to restated results, normalised operating profit from continuing operations increased by 5,2 % to R 138,0 million * Compared to restated results normalised headline earnings per share from continuing operations increased by 8,1% to 50,5 cents per share * Silica mine operation discontinued * Cash generated from operating activities improved by 22,8% to R128,1 million * Full year dividend declared increased by 33,3% to 8 cents per share COMMENTARY STRATEGIC OVERVIEW Rolfes is a black empowered platform chemical group targeting the need for food security, clean water and manufacturing demand through its strategically placed divisions being agricultural, chemicals, colour, food, and water, expanding proactively in domestic, developed and foreign emerging markets. As part of its core organic growth strategy, the Group concentrates on the expansion of both its specialist non-commodity low volume high margin product ranges and commodity product ranges. It is proactively increasing its geographical footprint into various markets whilst targeting the optimal leveraging of its current cost and distribution platforms. The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies. GROUP PRODUCT OFFERING AND DIVISIONAL STRUCTURE The Group manufactures and distributes a diverse range of market-leading, high-quality chemical, organic and inorganic products to various industries. The Agricultural division develops, manufactures and distributes products that promote plant root, and foliar health, soil nutrition, disease prevention and control and various other agricultural remedies into the agriculture industry. The Industrial division previously comprised both Chemicals and Colour. The management structure changed during the year under review and is now reported separately; the comparative has been split accordingly. The Chemicals division distributes various products and additives including solvents, lacquer thinners, surfactants, cleaning solvents, water treatment products, creosotes and waxes into the industrial manufacturing, construction and water industry. The division further develops,

REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

  • Upload
    others

  • View
    0

  • Download
    0

Embed Size (px)

Citation preview

Page 1: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

ROLFES HOLDINGS LIMITED (Registration number 2000/002715/06) Incorporated in South Africa Share Code: RLF ISIN: ZAE000159836 (“Rolfes” or “the Group”) www.rolfesza.com

REVIEWED PROVISIONAL CONDENSED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED 30 JUNE 2017

KEY FEATURES * Prior year and interim results restated to correct material errors * Compared to restated results revenue from continuing operations increased by 9,7% to R1,437 billion * Compared to restated results, normalised operating profit from continuing operations increased by 5,2 % to R 138,0 million * Compared to restated results normalised headline earnings per share from continuing operations increased by 8,1% to 50,5 cents per share * Silica mine operation discontinued * Cash generated from operating activities improved by 22,8% to R128,1 million * Full year dividend declared increased by 33,3% to 8 cents per share COMMENTARY

STRATEGIC OVERVIEW

Rolfes is a black empowered platform chemical group targeting the need for food security, clean water and manufacturing demand through its strategically placed divisions being agricultural, chemicals, colour, food, and water, expanding proactively in domestic, developed and foreign emerging markets. As part of its core organic growth strategy, the Group concentrates on the expansion of both its specialist non-commodity low volume high margin product ranges and commodity product ranges. It is proactively increasing its geographical footprint into various markets whilst targeting the optimal leveraging of its current cost and distribution platforms. The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies. GROUP PRODUCT OFFERING AND DIVISIONAL STRUCTURE

The Group manufactures and distributes a diverse range of market-leading, high-quality chemical, organic and inorganic products to various industries.

The Agricultural division develops, manufactures and distributes products that promote plant root, and foliar health, soil nutrition, disease prevention and control and various other agricultural remedies into the agriculture industry.

The Industrial division previously comprised both Chemicals and Colour. The management structure changed during the year under review and is now reported separately; the comparative has been split accordingly.

The Chemicals division distributes various products and additives including solvents, lacquer thinners, surfactants, cleaning solvents, water treatment products, creosotes and waxes into the industrial manufacturing, construction and water industry. The division further develops,

Page 2: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

manufactures and provides leather chemicals and treatment solutions into the leather tanning industry.

The Colour division develops, manufactures and distributes various organic and inorganic pigments and dispersion products including additives, in-plant and point-of-sale dispersions, into the inks and paints industry.

The Food division distributes imported and locally manufactured products to the food and beverage, bakery, dairy and pharmaceutical industries.

The Water division provides specialised water purification solutions and products to the industrial mining petrochemical and commercial cooling markets.

The Rolfes Silica operation, discontinued during the year under review and previously included in the Water division, manufactured and distributed pure beneficiated silica to the mining, metallurgical, fertilizer, water-filtration and construction industries.

The Group’s international footprint and customer base extends to Asia, the rest of Africa, Eastern and Western Europe, with operations currently in Botswana, Zambia, and Romania.

GROUP FINANCIAL REVIEW

All references to June 2016 constitute a reference to restated results post restatements detailed later in this announcement.

Group revenue increased by 8,8% to R1,485 billion (June 2016: R1,365 billion). Continuing operations revenue increased by 9,7% to R 1,437 billion (June 2016: R1,310 billion). Revenue was negatively impacted by the poor economic environment and drought conditions but contributed positively to growth except in the water division due to further delays in tender awards. The effect of the Food division since acquisition on 1 October 2015 continues to be accretive to the overall performance of the Group.

The revenue for the discontinued Silica operation declined by 13,5% to R47,6 million (June 2016: R55,0 million) due to the depressed mining, fertiliser and water filtration industry and severe drought conditions.

Gross profit increased by 5,6% to R299,3 million for continuing operations (June 2016: R283,4 million) and resulted in a margin of 20,8% slightly down on the 2016 year of 21,6%. The reduction in margin % is mainly due to the increased weighting of the Food division which trades at lower margins in comparison to other divisions.

Operating profit from continuing operations, before once off impairments and non-recurring costs, increased by 5,2% to R138,0 million (June 2016: R131,2 million) at a margin of 9,9% of revenue (June 2016: 10,0%). Once off impairments and write downs impacting continuing operations on an operating profit level amounted to R22,8 million. Included is a R9,0 million once off write downs and impairments relating to the previously manufactured low margin lead chrome product lines in the Colour division discontinued during 2016 with products disposed in the 2017 interim period and the rehabilitation cost of the Alberton Resin plant site discontinued previously of R1,8 million. Further to the above, the once off impairment of the balance of a loan receivable from a third party relating to the disposal of Galltec Western Cape of R4,4 million previously recoverable over a 4 year period from 1 July 2015 was assessed as being non recoverable during the 2017 financial year. Other non-recurring group costs of R7,6 million negatively affected operating profit. Impairments relating to the discontinued Silica operations negatively impacted overall Group operating profit performance.

Net finance costs reduced by 11,6% in total and by 21,0% for continuing operations. The reduction in amount is insignificant due to the fact that the 2017 year had the Bragan finance costs for 12 months compared to 9 months in 2016; this has been partially offset by the amortising profile of the loan.

Earnings for continuing operations increased by 23,1% to R65,0 million (June 2016: R52,8 million) whilst Headline earnings increased by 7,8% to R 66,2 million (June 2016: R60,2 million). Earnings per share for continuing operations increased by 13,0% to 40,3 cents per share (June 2016: 35,7 cents per share) and headline earnings per share for continuing operations increased by 0,8% to

Page 3: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

41,0 cents per share (June 2016: 40,7 cents per share). Earnings and Headline earnings were materially impacted by the Rolfes Silica discontinued operation.

The directors believe that normalised headline earnings per share from continuing operations are a meaningful measure for evaluating the group’s operational performance. Normalised headline earnings amounted to R 81,4 million (June 2016: R 69,1 million). Normalised headline earnings per share increased by 8,1% to 50,5 cents (June 2016: 46,7 cents). Normalised headline earnings are defined as headline earnings from continuing operations excluding non-recurring items, once off transaction costs and once off impairments and adjustments.

The weighted average number of shares in issue for the period was 161 301 468 (June 2016: 147 967 135).

Normalised Headline Earnings per share:

Group Continuing Operations

Discontinued Operations

Group Continuing Operations

Discontinued Operations

Reviewed

as at Reviewed

as at Reviewed

as at Restated

as at Restated

as at Restated

as at

30 June

2017 30 June

2017 30 June

2017 30 June

2016 30 June

2016 30 June

2016

R’000 R’000 R’000 R’000 R’000 R’000

Headline earnings

44,171

66,157

(21,986)

63,070

60,212

2,858

Adjusted for the after-tax effect non-recurring other costs:

Rehabilitation costs resin plant site

1,290

1,290

-

-

Impairment of a third party loan

3,153

3,153

-

-

Lead Chrome pigment write off

6,750

6,750

2,763

2,763

Non-recurring group costs

4,050

4,050

-

-

Foreign currency impairments

-

-

2,042

2,042

Transaction costs

-

-

4,088

4,088

Normalised headline earnings

59,414

81,400

(21,986)

71,962

69,104

2,858

Normalised headline earnings per share

36.83

50.46

(13.63)

48.63

46.70

1.93

RESTATED RESULTS

During the finalisation of the results for the year ended 30 June 2017, certain accounting errors and understatement of impairments relating to the prior periods namely the year ended 30 June 2016 and the six months ended 31 December 2016, were identified and considered material. Accordingly the results for both these prior periods have been restated. These errors are disclosed under note 3.

GROUP CASH FLOW PERFORMANCE Cash generated from operating activities amounted to R128,0 million (June 2016: R104,3 million). Net working capital decreased by R12,0 million and is represented by a decrease in inventory of R50,9 million, a decrease in trade and other receivables of R62,0 million and a decrease of accounts and other payables of R100,9 million. The management of working capital remains a key focus area with opportunity for improvement. Net finance costs paid increased slightly to R 28,7 million whilst tax paid amounted to R 32,5 million. Dividends paid amounting to R 16,2 million represents the 6 cents per share paid as a final dividend for 2016. Cash utilised in investing activities comprised of investment in product development, predominantly relating to the agricultural division, amounting to R 12,6 million and additions to property, plant and equipment amounted to R 13,7 million. The movement in loans was marginal and reflects an inflow of R 1,0 million.

Page 4: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

OPERATIONAL REVIEW AGRICULTURAL Revenue increased by 4,3% to R280,2 million (June 2016: R268,5 million). Gross profit margins decreased to 28,2% (June 2016: 30,2%) due to product mix sold during the last six months of the financial year. The division’s performance was influenced by the prolonged severe drought conditions prevailing throughout the year and in particular continuing in the Western Cape and in certain African export markets for the remainder of the financial year to June 2017. The divisions’ strength remains its product positioning providing a natural defence against drought conditions as long as irrigation areas remain functional. Operating profit was impacted by the once off impairment of a third party loan relating to the disposal of a subsidiary, effective 1 July 2015, of R4,4 million. The loan was recoverable over a four year period but due to unexpected changes in the recoverability thereof became doubtful. Operating costs increased due to an investment in technical resources and capabilities to improve field support. Net operating profit excluding the once off loan impairment decreased to R 32,2 million (June 2016: R 37,3 million). The operating profit margin excluding the once off impairment amounted to 11,6% (June 2016: 13,9%). Capital expenditure of R6,8 million (June 2016: R 7,0 million) comprise mainly product development costs incurred during the current reporting period.

The division’s performance is highly dependent on favourable rainfall patterns. New product development and product registrations are granted continuously both locally and internationally. The development of distribution channels for foliar feeds in the rest of Africa and Europe is on-going. Formal trials and testing of the green PGPR (bacterial) products is progressing well.

FOOD

Revenue increased by 50,0% to R700,0 million (June 2016: R467,7 million – included for 9 months since acquisition on 1 October 2015). Gross profit margins increased to 17,9% (June 2016: 16,1%) largely driven by product mix, pricing strategies. Growth drivers include geographical footprint expansion, rising food prices and increased staple demand. Export growth was hampered by reduced trading in Zimbabwe due to the poor economy.

Operating cost increases are mainly due to geographical expansion and costs included for 12 months in the current year compared to the 9 months to June 2016. Operating costs includes a provision for doubtful debt of R4,1 million in respect a Zimbabwean debtor. Net operating profit for the year amounted to R 80,3 million (June 2016: R 56,4 million). The operating profit margin decreased to 11,5% from 12,5% in June 2016.

Group initiatives include the focused and combined national footprint expansion and collective export drive of product into southern African countries leveraging off the existing group infrastructure. Recent registrations in animal feed products obtained will allow for expansion of the product range into other speciality food ingredients. Capital expenditure amounted to R1,5 million (June 2016: R 4 million), incurred to extend logistics capabilities. CHEMICALS Revenue decreased by 8,5% to R322,7 million (June 2016: R 352,0 million). Gross profit margins decreased to 18,4% (June 2016: 20,1%). Product volume demand reduced due to the reduction of local manufacturing demand and trading was hampered by the poor product supply and the ailing Zimbabwean economy being a major export market for the division. Global product shortages in key solvents further impacted trading.

Operating costs remained well controlled and includes a once off rehabilitation costs for the discontinued Alberton Resin plant site of R 1,8 million. Net operating profit amounted to R 31,8 million (June 2016: R 35,0 million). Operating profit margins remained at 9,9% (June 2016: 9,9%). The division benefited from overhead cost and resource consolidation with the Water division.

Page 5: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

Capital expenditure of R 3,8 million (June 2016: R 3,0 million) included the continued improvement of quality management systems, investment into testing/laboratory facilities and transport fleet upgrades.

Rolfes Chemicals will continue to focus on adding new product lines and driving local and export volumes into southern Africa.

COLOUR

The Colour divisions’ performance was influenced by material restatements and accounting errors relating to the liquidation of the final remaining manufactured lead chrome pigment stock following the closure of the lead chrome pigment plant in March 2016 traded up until December 2016. Revenue decreased by 42,8 % to R 85,6 million (June 2016: R 149,8 million) and gross profit margins decreased to 9,7% (June 2016: 10,9%), the discontinued product lines and obsolete stock provisions contributing to the margin decline.

Operating loss of R 8,1 million (June 2016: R 8,2 million) included write-offs of R 6,7 million (June 2016: R 2,8 million) on the discontinued product lines and related foreign exchange losses written off. Capital expenditure amounted to R 0,1 million.

Rolfes Colour Pigments will continue to trade and manufacture remaining product ranges which include dispersions for paint and inks and traded dry pigment products. With new management on board, we look forward to steady growth in the Colour division. WATER South Africa Revenue decreased by 19,5% to R 42,1 million (June 2016: R52,3 million) and gross profit margins increased to 64,1 % (June 2016: 59,5%), mostly attributable to a shift in the business focus to larger industrial, mining and petrochemical contracts. The division’s performance was further influenced by the depressed mining industry and prevailing drought conditions. Operating profit increased slightly to R 4,3 million (June 2016: R 4,1 million). Operating margins improved to 10,3% (June 2016: 7,8%). Capital expenditure in the water division incurred amounted to R 2,8 million (June 2016: R 4,0 million) comprising mostly the upgrade of the Jet Park site to accommodate the water business’ move to Group owned premises. The addition of a dedicated and experienced Managing Director in March 2017 and the resultant realignment and rebranding of the Water business has repositioned it more favourably towards larger industrial, mining and petrochemical opportunities to ensure sustainable growth. Botswana The Botswana water business performance and prospects will remain under strategic review. Revenue decreased to R 6,8 million (June 2016: R20,1 million) and gross profit margins decreased to 17,9% (June 2016: 39,3%), mostly attributable to the completion of the infrastructural development contract during the 2016 financial year. Sales during the 2017 financial year comprise mostly water chemical sales. The operating profit for the year amounted to R 1,7 million (June 2016: loss R 10,0 million including impairments on goodwill of R 10,3 million). The business operated at an operating loss due to the lower margin trading during the financial year. Material once off restatements in the Botswana business; as detailed in the restatement section of this announcement impacted the division negatively. No Capital expenditure was incurred for the year under review.

Page 6: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

DISCONTINUED OPERATIONS

The Silica mining business became unviable due to the remaining life of mine and the current

economic climate resulting in trading losses being incurred. The potential of restructuring the

business was considered but the operating costs compared to the revenue (being a mix of

volumes and price) remained uneconomical. The Silica mining business incurred a loss, after tax,

of R 6,0 million for the year (2016 restated: profit after tax R 2,9 million). In addition

impairments/provisions were made on the property, plant and equipment of R 16,7 million,

inventories of R 9,0 million and provision for closure and rehabilitation costs of R 10,8 million

which impacted the 2017 results.

The net effect of the discontinued operation, for the 2017 financial year, is a loss after tax of R

42,5 million equating to a loss of 26,3 cents per share for EPS and 13,6 cents per share for HEPS.

The strategy has been commenced to dispose of the remaining assets to realise the carrying

value.

OPERATING ENVIRONMENT AND PROSPECTS The economic environment across southern Africa is expected to remain challenging and will influence demand for industrial chemicals. The Agriculture division was negatively affected in 2017 by the prolonged drought conditions and the division is well positioned for growth in more favourable weather conditions. New product ranges added to the portfolio and geographic expansion plans completed during the last financial year will continue to benefit growth in the food division. Prospects in the water division have improved with a good tender pipeline with dependence on industrial spending on water related projects and favourable weather conditions. Smaller divisions that are

not providing a satisfactory return on capital are currently under strategic review. Any forward-looking statements in this announcement have not been reviewed and reported on by the Company's auditors. SHARE BUY BACK

The Board has authorised a share buy-back program in accordance with the general authority

which may be implemented by management within set parameters.

CHANGES TO THE BOARD Mr E van der Merwe resigned as non-executive director on 1 April 2017. Mr CS Seabrooke was appointed as a non-executive director on 1 April 2017. Mr JJT Ferreira resigned, with immediate effect, as Group Financial Director on 12 May 2017 and Mr RM Buttle was appointed as Acting Group Financial Director on the same date. Investors interested in attending the results presentation should contact Jacques de Bie on [email protected] On behalf of the Board

MS Teke L Lynch

Chairman Chief Executive Officer

30 September 2017

REGISTERED OFFICE First floor, The Oval West, Wanderers Office Park, 52 Corlett Drive, Illovo, 2196 TRANSFER SECRETARIES Computershare Investor Services Proprietary Limited DIRECTORS

Page 7: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

MS Teke*, (Chairman), L Lynch (Chief Executive Officer), RM Buttle (Acting Group Financial Director), SS Mafoyane *# (Lead Independent Director), MM Dyasi*#, DM Mncube*#, MG Mokoka*#, CS Seabrooke*, JR Winer* * Non-executive # Independent COMPANY SECRETARY CorpStat Governance Services Proprietary Limited PREPARED BY Commentary: L Lynch and RM Buttle Financial results: RM Buttle SPONSORS Grindrod Bank Limited REGISTERED AUDITORS KPMG Inc. INVESTOR RELATIONS Singular Systems Proprietary Limited

Page 8: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

Reviewed Provisional Condensed Consolidated Statement of Financial Position as at

Reviewed

Restated

Restated

30 June

2017 30 June

2016 1 July 2015

R’000 R’000 R’000

ASSETS

Non-current assets 379,593 385,766 274,821

Property, plant and equipment

104,307

121,594

113,446

Intangible assets and goodwill

269,172

261,793

150,376

Deferred tax asset

6,114

2,379

10,999

Current assets 575,971 665,170 516,254

Inventories

285,744

336,628

213,533

Trade and other receivables

212,269

274,271

190,165

Assets classified as held for sale - -

95,731

Tax receivable

5,988

5,825

4,952

Cash and cash equivalents

71,970

48,446

11,873

Total assets 955,564 1,050,936 791,075

EQUITY AND LIABILITIES

Capital and reserves

496,632

491,897

342,238

Stated capital

208,588

208,588

50,888

Treasury shares

(868)

(868)

(868)

Retained income

292,778

288,736

234,214

Reserves

(697)

(2,057)

215

Non-controlling interest

(3,169)

(2,502)

57,789

Non-current liabilities

253,173

250,039

78,381

Interest-bearing loans

226,057

223,360

43,049

Deferred tax liability

13,394

19,131

32,496

Provisions

13,722

7,548

2,836

Current liabilities 205,759

309,000

370,456

Trade and other payables

183,277

284,135

166,333

Interest-bearing loans

19,635

23,351

69,199

Liabilities directly associated with assets classified as held for sale - -

60,179

Bank overdraft

-

48

71,324

Current tax liability

2,847

1,466

3,421

Total equity and liabilities

955,564

1,050,936

791,075

Page 9: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

Reviewed Provisional Condensed Consolidated Statements of profit or loss and other comprehensive Income for the years ended

Group Continuing Operations

Discontinued Operations

Group Continuing Operations

Discontinued Operations

Reviewed

Reviewed

Reviewed

Restated

Restated

Restated

30 June 2017

30 June 2017

30 June 2017

30 June 2016

30 June 2016

30 June 2016

R’000 R’000 R’000 R’000 R’000 R’000

Revenue

1,485,036

1,437,409

47,627

1,365,429

1,310,386

55,043

Cost of sales

(1,189,075)

(1,138,140)

(50,935)

(1,067,196)

(1,026,946)

(40,250)

Gross profit/(loss)

295,961

299,269

(3,308)

298,234

283,441

14,793

Other income

13,675

13,675

-

12,325

12,312

13

Operating expenses

(192,470)

(174,974)

(17,496)

(174,080)

(164,584)

(9,496)

Operating profit/(loss) before below items

117,166

137,970

(20,804)

136,479

131,169

5,310

Impairment of assets Note 6

(25,556)

(5,996)

(19,560)

(10,324)

(10,324)

-

Other costs1 (16,792)

(16,792)

-

(12,351)

(12,351)

-

Net operating profit/(loss)

74,818

115,182

(40,364)

113,804

108,495

5,310

Finance income

9,286

9,213

73

6,009

5,974

35

Finance costs

(38,616)

(35,071)

(3,545)

(39,170)

(38,687)

(483)

Profit/(loss) before tax

45,488

89,324

(43,836)

80,644

75,782

4,862

Tax Note 7

(24,197)

(25,533)

1,336

(27,590)

(25,586)

(2,004)

Profit/(loss) for the year

21,291

63,791

(42,500)

53,054

50,196

2,858

Other comprehensive income/(expense):

Foreign currency translation differences

1,360

1,360

-

(2,272)

(2,272)

-

Total comprehensive income for the year

22,651

65,152

(42,500)

50,782

47,924

2,858

Profit/(loss) for the year attributable to:

- Equity holders of the parent

22,467

64,967

(42,500)

55,620

52,762

2,858

- Non-controlling interest

(1,176)

(1,176)

-

(2,566)

(2,566)

-

Total comprehensive income/(expense) for the year attributable to:

- Equity holders of the parent

23,827

66,327

(42,500)

53,348

50,490

2,858

- Non-controlling interest

(1,176)

(1,176)

-

(2,566)

(2,566)

-

Earnings per share (cents) - basic and diluted Note 8

13.93

40.28

(26.35)

37.59

35.66

1.93

Headline earnings per share (cents) - basic and diluted Note 8

27.38

41.01

(13.63)

42.62

40.69

1.93

1 Consists of transaction costs and impairments of financial instruments.

Page 10: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

1Foreign currency translation reserve.

2The acquisition of the Agchem Europe minority shareholding which took place on 1 February 2017.

Reviewed Provisional Condensed Consolidated Statement of cash flows for the years ended

Group Continuing Operations

Discontinued Operations

Group Continuing Operations

Discontinued Operations

Reviewed

Reviewed

Reviewed

Restated

Restated

Restated

30 June 2017

30 June 2017

30 June 2017

30 June 2016

30 June 2016

30 June 2016

R’000 R’000 R’000 R’000 R’000 R’000

Cash flow generated from:

Operating activities

128,021

127,594

427

102,484

98,718

3,766

Net finance cost paid

(28,651)

(25,857)

(2,794)

(27,915)

(27,497)

(418)

Tax paid

(32,451)

(32,073)

(378)

(30,806)

(29,809)

(997)

Dividends paid

(16,192)

(16,192)

-

-

-

-

Cash flow utilised in investing activities

(26,137)

(24,790)

(1,347)

(227,455)

(224,129)

(3,326)

Investment in property, plant and equipment

(13,727)

(12,380)

(1,347) (14,104) (10,700) (3,404)

Investment in intangible assets

(12,588)

(12,588)

- (9,255) (9,255) -

Cost of acquisition of companies - - - (200,364) (200,364) -

Other

178

178 - (3,732) (3,810) 78

Cash flow generated from financing activities

(1,018)

(5,838)

4,820

291,541

289,927

1,614

Reviewed Provisional Condensed Consolidated Statement of Changes in Equity for the years ended

Stated Capital Reserves

Share Capital

Share Premium

Retained Income

Treasury Shares

FCTR1 Revaluation

Surplus

Non-controlling

Interest

Total Equity

R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000

Balance at 1 July 2015 (as previously stated)

1,086

49,802

253,677

(868)

(141) 5,488

63,260

372,304

Restatements

-

-

(19,463)

-

356

(5,488)

(5,471)

(30,066)

Balance at 1 July 2015 (restated)

1,086

49,802

234,214

(868)

215

-

57,789

342,238

Issue of new shares

533

157,167

-

-

-

-

-

157,700

Total comprehensive income for the year (restated)

-

-

55,620

-

(2,272)

-

(2,567)

50,781

Total comprehensive income for the year (as previously stated)

-

-

78,477

-

(685)

-

1,561

79,353

Restatements

-

-

(22,857)

-

(1,587)

-

(4,128)

(28,572)

Acquisition of non-controlling interest

-

-

(1,098)

-

-

-

(57,724)

(58,822)

Balance at 30 June 2016 (restated)

1,619

206,969

288,736

(868)

(2,057)

-

(2,502)

491,897

Total comprehensive income for the year

-

-

22,467

-

1,360

-

(1,176)

22,651

Dividend

-

-

(16,192)

-

-

-

-

(16,192)

Acquisition of non-controlling interest 2

-

-

(2,233)

-

-

-

509

(1,724)

Balance at 30 June 2017

1,619

206,969

292,778

(868)

(697)

-

(3,169)

496,632

Page 11: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

Cash generated for the year

23,572

22,844

728

107,849

107,210

641

Cash and cash equivalents:

- beginning of the year

48,398

47,568

830

(59,451)

(59,642)

189

- end of the year

71,970

70,412

1,558

48,398

47,568

830

Notes to the Condensed Consolidated Financial Statements

1. BASIS OF ACCOUNTING AND PREPARATION The provisional condensed consolidated financial statements are prepared in accordance with the requirements of the JSE Limited Listings Requirements for provisional reports and the requirements of the Companies Act of South Africa. The Listings Requirements require provisional reports to be prepared in accordance with the framework concepts and the measurement and recognition requirements of the International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by Financial Reporting Standards Council and to also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting. The accounting policies applied in the preparation of these financial statements are in terms of IFRS and are consistent with those applied in the previous consolidated financial statements, except for the carrying amount and disclosure in respect of property. The accounting policy to revalue property every three years was not applied consistently. This error is summarised under note 3.

2. FINANCIAL PREPARATION AND REVIEW

The Reviewed Provisional Condensed Consolidated Financial Statements for the year ended 30 June 2017 have been prepared by Rolfes Holding Limited’s group financial reporting team; this process was supervised by the Group’s Acting Group Financial Director Mr RM Buttle, and approved by the Rolfes Holdings Limited board of directors on 30 September 2017. These Provisional Reviewed Condensed Consolidated Financial Statements for the year ended 30 June 2017, have been reviewed by the Company’s auditor, KPMG Inc., who expressed an unmodified review conclusion. The auditor’s report does not necessarily report on all of the information contained in these financial results. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor’s engagement they should obtain a copy of the auditor’s report together with the accompanying financial information from the Company’s registered office.

3. RESTATEMENTS DUE TO PRIOR YEAR ERRORS

Summary table

Note Previously

stated Restatements

Restated

Previously stated

Restatements Restated

Statements of financial position items 30 June

2016 30 June

2016 30 June

2016 1 July 2015

1 July 2015

1 July 2015

ASSETS R’000 R’000 R’000 R’000 R’000 R’000

Non-current assets 407,857 (22,091) 385,766 287,227 (12,406) 274,821

Property, plant and equipment 3a,b,c 133,661 (12,067)

121,594

130,435 (16,989)

113,446

Intangible assets and goodwill 3a 271,338 (9,545)

261,793

149,681 695

150,376

Deferred tax asset 3a,d

2,858 (479)

2,379

7,111 3,888

10,999

Current assets 691,546 (26,376) 665,170 531,026 (14,772) 516,254

Inventories 3a,d 343,630 (7,002)

336,628

215,127 (1,594)

213,533

Page 12: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

Trade and other receivables 3a,d 293,011 (18,740)

274,271

202,956 (12,791)

190,165

Assets classified as held for sale - - -

95,732 -

95,731

Tax receivable 3a

4,652 1,173

5,825

5,338

(386)

4,952

Cash and cash equivalents 3a 50,253 (1,807)

48,446

11,873 -

11,873

Total assets 1,099,403 (48,467) 1,050,936 818,253 (27,177) 791,075

Note Previously

stated Restatements

Restated

Previously

stated Restatements

Restated

EQUITY AND LIABILITIES

Capital and reserves 550,535 (58,637)

491,898

372,304 (30,066)

342,238

Stated capital 208,588 -

208,588

50,888 -

50,888

Treasury shares (868) -

(868)

(868) -

(868)

Retained earnings 3a,b,c

d

331,056 (42,320)

288,736

253,677 (19,463)

234,214

Reserves 3a,b

4,662 (6,719)

(2,057)

5,347 (5,132)

215

Non-controlling interest 3a

7,097 (9,598)

(2,501)

63,260 (5,471)

57,789

Non-current liabilities 248,668 1,371

250,039

77,606 775

78,381

Interest-bearing loans 3a,d

220,269 3,091

223,360

42,274 775

43,049

Deferred tax liability 3a,b,d

25,563 (6,432)

19,131

32,496 -

32,496

Provisions 3c

2,836 4,712

7,548

2,836 -

2,836

Current liabilities 300,200 8,800

309,000

368,343 2,113

370,456

Trade and other payables 3a,d

274,929 9,206

284,135

208,630 3,071

166,333

Interest-bearing loans 3a,d

23,295 56

23,351

24,381 (550)

69,199

Liabilities directly associated with assets held for sale

- - -

60,179 -

60,179

Bank overdraft 3a

310 (262)

48

71,586 (262)

71,324

Current tax liability 3a,d

1,666 (200)

1,466

3,567 (146)

3,421

Total equity and liabilities

1,099,403 (48,467)

1,050,936

818,253 (27,178)

791,075

Note

Previously stated

Restatements

Restated

Statement of profit or loss and other comprehensive income items

30 June

2016 30 June

2016 30 June

2016

R’000 R’000 R’000

Revenue 3a

1,363,547

1,882

1,365,429

Cost of sales 3a,d

(1,055,478)

(11,718)

(1,067,196)

Gross profit/(loss)

308,069

(9,835)

298,234

Other Income 3a

12,398

(73)

12,325

Operating expenses 3a,c,d

(183,339)

9,259

(174,080)

Operating profit/(loss)

137,128

(649)

136,479

Impairment of assets 3a,6

-

(10,324)

(10,324)

Other costs 3d

-

(12,351)

(12,351)

Page 13: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

Net operating profit/(loss)

137,128

(23,324)

113,804

Finance income 3d

1,293

4,716

6,009

Finance costs 3c,d

(29,208)

(9,962)

(39,170)

Profit/(loss) before tax

109,213

(28,569)

80,644

Tax 3a,c,d

(29,175)

1,585

(27,590)

Profit/(loss) for the period

80,038

(26,984)

53,054

Other comprehensive income/(expense):

Foreign currency translation differences 3a

(685)

(1,587)

(2,272)

Total comprehensive income for the year

79,353

(28,571)

50,782

Profit/(loss) for the year attributable to:

- Equity holders of the parent

78,477

(22,857)

55,620

- Non-controlling interest

1,561

(4,127)

(2,566)

Earnings attributable to owners of the parent

78,477

(22,857)

55,620

Adjusted for the after-tax effect of:

-

Profit on sale of assets

795

-

795

Loss on sale of assets

(613)

-

(613)

Goodwill impairment (Group) (no tax) 3a,6

-

10,324

10,324

Less: non-controlling interest (3,056) (3,056)

Headline earnings

78,659

(15,589)

63,070

Earnings per share (cents)

-

- Basic and diluted

53.04

(15.45)

37.59

- Headline and diluted

53.16

(10.54)

42.62

3a) Botswana Water business (70,4% owned) The financial statements of Rolfes PWM Anticor (Pty) Ltd for the years ended 30 June 2015 and 30 June 2016 were finalised after the consolidated financial statements for the year ended 30 June 2016 were issued. The final amounts were different from the amounts included in the consolidated financial statements for the years ended 30 June 2015 and 30 June 2016. The differences are detailed below. The differences mainly result from the following:

Goodwill impairment due to the loss of business.

Overstatement of property, plant and equipment.

Overstatement of inventories.

Overstatement of trade and other receivables.

Adjustment to interest bearing loans.

Page 14: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

30 June 2016 1 July 2015

Previously

Stated Errors

adjusted Restated

Previously Stated

Errors adjusted

Restated

R’000 R’000 R’000 R’000 R’000 R’000

Non-current assets 17,654

(8,906)

8,748 19,848 (2,032)

17,816

Property, plant and equipment 8,106

642

8,748 11,010 (2,713)

8,297

Intangible assets and goodwill 9,548

(9,548)

- 8,838 695

9,533

Deferred tax - asset

-

-

-

- (14)

(14)

Current assets 22,906 (18,616)

4,290 14,687 (14,771)

(84)

Inventories 1,594

(1,594)

- 1,594 (1,594)

-

Trade and other receivables 20,665 (17,548)

3,117 12,446 (12,791)

(345)

Assets classified as held for sale

-

-

-

-

-

-

Tax receivable

- 1,173

1,173

-

-

-

Cash and cash equivalents 647

(647)

- 647 (386)

261

Total assets 40,560 (27,522)

13,038 34,535 (16,803)

17,732

EQUITY AND LIABILITIES

Capital and reserves 8,427 (34,015)

(25,588) 6,836 (19,691)

(12,855)

Stated capital 3,507

(177)

3,330 3,330 -

3,330

Treasury shares

-

-

- - -

-

Retained income 2,551 (25,147)

(22,596) 42 (14,576)

(14,534)

Reserves (126)

(1,586)

(1,712) (680) 356

(324)

Non-controlling interest 2,495

(7,105)

(4,610) 4,144 (5,471)

(1,327)

Non-current liabilities 29,870

301

30,171 23,757 775

24,532

Interest-bearing loans 29,884

287

30,171 23,771 775

24,546

Deferred tax liability (14)

14

- (14) -

(14)

Provisions

-

-

- - -

-

Current liabilities 2,263 6,192

8,455 3,942 2,113

6,055

Trade and other payables 1,566 5,730

7,296 2,984 3,071

6,055

Interest-bearing loans

-

-

- 550 (550)

-

Liabilities directly associated with assets classified as held for sale

-

-

- - -

-

Bank overdraft 262

897

1,159 262 (262)

-

Current tax liability 435

(435)

- 146 (146)

-

Total equity and liabilities 40,560 (27,522)

13,038 34,535 (16,803)

17,732

3b) Property The group did not apply the accounting policy of revaluing property correctly and consistently in the past. The group subsequently decided to measure property at cost less accumulated depreciation and impairment losses.

Page 15: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

As part of this adjustment properties were also reclassified to Property, plant and equipment. The abovementioned resulted in the following:

Property has been reduced by R 16,3 million to decrease to the historical cost model.

The corresponding entry was adjusted against Reserves (R 5,5m), Deferred tax liability (R 6,0m) Retained earnings (R 4,8m)

3c) Rehabilitation provisions

The group provided for the cost of rehabilitation on a scheduled closure basis as opposed to on an unscheduled closure basis. This resulted in an increase of the rehabilitation provision. This error has been adjusted retrospectively against property, plant and equipment and provisions. The related depreciation and finance cost was adjusted accordingly. The provision as at 30 June 2017 was based on management’s best estimate of the expected undiscounted cash outflows. The impact of this error was as follows:

Rehabilitation provision as at 1 July 2015 and 30 June 2016 increased by R 4,3m and R 4,7m respectively.

Decommissioning asset as at 1 July 2015 and 30 June 2016 increased by R 4,3m and by R 3,6m respectively.

Depreciation for the year ended 30 June 2016 increased by R 0,7m.

Finance cost for the year ended 30 June 2016 increased by R 0,4m.

3d) Other errors impacting earnings Certain other errors were identified and corrected which is detailed below:

Trade and other payables has been increased by R 2,3m to correct a foreign exchange error and has been corrected against operating expenses of 30 June 2016.

Inventory was overstated by R 5,5m; this related to the previously manufactured lead chrome pigment product ranges, which have been disposed of at a negative margin since closure of the plant in March 2016. This error has been corrected to cost of sales.

Trade and other receivables was overstated by R 1,2m due to an imbalance on intercompany loans and has been corrected against cost of sales.

Interest bearing loans were understated by R 2,8m; the corresponding entry was adjusted to finance cost in the 2016 financial year.

There were various reclassifications on assets and liabilities.

4. SEGMENT REPORT

Segmental analysis for the year ended 30 June 2017 (reviewed)

Revenue Gross

profit/(loss) Net operating profit/(loss)

Assets Liabilities

R'000 R'000 R'000 R'000 R'000

Agricultural

280,206 79,095 26,852 273,094 131,893

Food

700,026 125,040 80,318 279,184 90,108

Chemicals

322,675 59,588 31,807 200,400 88,828

Colour

85,598 8,328 (8,095) 110,884 16,443

Water

48,907 28,219 5,992 58,078 69,823

- RSA

42,125 27,007 4,330 72,772 59,683

Page 16: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

- Botswana

6,782 1,212 1,662 (14,694) 10,140

Discontinued (Silica)

47,624 (3,308) (39,645) 40,313 51,096

Other

- (1,001) (22,411) (6,388) 10,739

Total

1,485,036 295,961 74,818 955,564 458,930

Segmental analysis for the year ended 30 June 2016 (restated)

Revenue Gross profit Net operating profit/(loss)

Assets Liabilities

R'000 R'000 R'000 R'000 R'000

Agricultural

268,455 80,979 37,330 292,920 66,743

Food

467,682 75,143 56,428 285,203 123,044

Chemicals

352,038 70,855 35,042 113,519 77,351

Colour

149,767 16,410 (8,195) 122,576 24,216

Water

72,444 40,054 (5,944) 64,395 42,021

RSA

52,328 31,178 4,080 51,357 3,395

Botswana

20,116 8,876 (10,024) 13,038 38,626

Discontinued (Silica)

55,043 14,793 5,310 71,415 39,698

Other

- - (6,167) 100,908 185,966

Total

1,365,429 298,234 113,804 1,050,936 559,038

The segmental report of the group is based on the information used by the chief operating decision-makers, being the executive management. The analysis is presented after taking certain intercompany and intersegmental transactions into account.

The previous Industrial segment comprised both “Chemicals” and “Colour”. During the current year the segment report was changed to separately reflect Chemicals and Colour. The comparative period adjusted accordingly.

The previous Water segment comprised both “Water” and the Silica mining business. During the current year the segment report was changed to separately reflect the Silica mining business under Discontinued operations (note 5). The comparative period adjusted accordingly.

5. DISCONTINUED OPERATIONS

The Silica mining business became unviable due to the remaining life of mine and the current economic climate resulting in trading losses being incurred. The potential of restructuring the business was considered but the operating costs compared to the revenue (being a mix of volumes and price) remained uneconomical. As such, on 9 June 2017, the Board made the decision to discontinue the operation which has resulted in a reclassification for both the 2017 and 2016 financial years. The Silica mining business was accordingly separately presented as a discontinued operation. A full impairment review was performed by management and the details are reflected below:

Carrying value before impairments Impairment/provision

Net realisable value/recoverable

amount Assumptions

ASSETS R’000 R’000 R’000

Non-current assets

Property, Plant and Equipment 28,353 19,560 8,793

Page 17: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

Impaired to expected recoverable amount based on managements estimated selling price in the market.

Current assets 40,493 8,973 31,520

Inventories 30,973 8,973 22,000 Net realisable value.

Trade and other receivables 6,534 - 6,534

Tax receivable 1,428 - 1,428

Cash and cash equivalents 1,558 - 1,558

EQUITY AND LIABILITIES

Non-current liabilities 34,392 7,909 42,301

Interest-bearing loans 29,761 - 29,761

Deferred tax liability 1,540 - 1,540

Provisions 3,091 7,909 11,000 Closure costs, undiscounted.

Current liabilities 4,795 4,000 8,795

Trade and other payables 4,795 - 4,795

Provisions - 4,000 4,000 Expected retrenchment cost and closure costs.

Net Asset Value 29,659 40,442 (10,783)

The interest bearing loan is an intercompany loan payable to the group and is expected to be repaid through the realisation of the assets. The net effect of the discontinued operation, for the 2017 financial year, is a loss after tax of R 42,5 million equating to a loss of 26,3 cents per share for earnings per share and 13,6 cents per share for headline earnings per share. The strategy has been commenced to dispose of the remaining assets to realise the carrying value.

6. IMPAIRMENT OF ASSETS During the year, and as a result of the financial performance of the Botswana Water business (refer note 3a) and Silica mining business (refer note 5), the following impairment losses were recognised.

Segment 30 June 2017 30 June 2016

R’000 R’000

Agricultural

- Impairment of loans

4,380

Water - Botswana

- Impairment of goodwill

10,324

Discontinued - Silica

- Impairment of property, plant and equipment

19,560

- Impairment of intangible assets and goodwill

1,616

-

25,556

10,324

The impairment losses were based on the reported fair value, less cost to sell of the assets or group of assets. Further, management has completed their testing of goodwill relating to its cash generating units, based on the following assumptions.

Page 18: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

Cash generating unit Carrying value Weighted cost of capital Growth rate

R’000

Agricultural 30,971 19.1% 12%

Food 115,374 18.1% 12%

Chemicals 38,062 18.0% 10%

Colour 6,872 18.0% 8%

Water 7,800 18.7% 20%

199,079

7. TAX

Group Continuing Operations

Discontinued Operations

Group Continuing Operations

Discontinued Operations

Reviewed

Reviewed

Reviewed

Restated

Restated

Restated

30 June 2017

30 June 2017

30 June 2017

30 June 2016

30 June 2016

30 June 2016

R’000 R’000 R’000 R’000 R’000 R’000

South African normal tax 33,163 34,216

(1,053) 24,101 22,993

1,108

Deferred tax (8,829) (8,218)

(611)

2,502 1,942

560

Prior year (overstatement)/understatement (137) (465)

328 987 651

336

Amounts recognised in profit/loss

24,197

25,533

(1,336)

27,590

25,586

2,004

Tax rate reconciliation

Effective rate 53.2% 28.6% (3.0%) 34.2% 33.8% 41.2%

• Statutory rate 28.0% 28.0% (28.0%) 28.0% 28.0% 28.0%

• Effect of non-allowable expenditure/ income

1.7% 0.9% - 1.5% 1.7% -

• Effect of deferred tax not recognised 23.9% (0.2%) 25.1% 2.4% 2.2% 6.3%

• Effect of different tax rates of subsidiaries operating in other jurisdictions

- - - (0.1%) (0.1%) -

• Effect of prior year (overstatement)/understatement

(0.4%) (0.1%) (0.1%) 1.4% 1.0% 6.9%

• Effect of change in tax rate - - - 1.0% 1.0% -

8. EARNINGS PER SHARE

Information related to the number of shares in issue as at

Reviewed

Restated

30 June 2017 30 June 2016

Total shares in issue (‘000) 161,943 161,943

Treasury shares (‘000)

(642) (642)

Shares in issue excluding treasury shares (‘000) 161,301 161,301

Weighted number of shares in issue (‘000) 161,301 147,968

Earnings per share: Group Continuing Operations

Discontinued Operations

Group Continuing Operations

Discontinued Operations

Reviewed

Reviewed

Reviewed

Restated

Restated

Restated

30 June

2017 30 June

2017 30 June

2017 30 June

2016 30 June

2016 30 June

2016

R’000 R’000 R’000 R’000 R’000 R’000

Page 19: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

Profit/(loss) for the year attributable to equity holders of the parent

22,467

64,967

(42,500)

55,620

52,762

2,858

Adjusted for:

Profit on sale of assets

(603)

(603)

-

1,104

1,104

-

Loss on sale of assets

1,336

11

1,325

(851)

(851)

-

Impairment property, plant and equipment (no tax)

19,560

-

19,560

-

-

-

Goodwill impairment (no tax)

1,616

1,616

-

10,324

10,324

-

Less: non-controlling interest (3,056) (3,056)

Tax effect on above (205) 166 (371) (71) (71) -

Headline earnings

44,171

66,157

(21,986)

63,070

60,212

2,858

Earnings per share (cents)

- Basic and diluted

13.93

40.28

(26.35)

37.59

35.66

1.93

- Headline and diluted headline

27.38

41.01

(13.63)

42.62

40.69

1.93

9. CONTINGENT LIABILITIES

The Group is involved in various legal proceedings and is in consultation with its legal counsel, assessing the outcome of these proceedings on an ongoing basis. A particular case relates to a fidelity and assignment agreement. In the opinion of the directors and legal counsel the possible liability will not exceed R 2,0 million.

10. FAIR VALUE DISCLOSURE The Group does not have any material items reported at fair value at the year end. Certain financial instruments, being forward exchange contracts are measured using level 2 inputs, and presented under trade and other receivables and trade and other payables. The impairments and provisions accounted for in relation to discontinued operations are measured using level 3 inputs (refer note 5).

11. SUBSEQUENT EVENTS

CASH DIVIDEND DECLARATION In accordance with Board policy to review dividend payments to shareholders at the end of each reporting period, notice is hereby given that the Board declared a final gross cash dividend of 4 cents per ordinary share for year ended 30 June 2017. The dividend will be payable to shareholders recorded in the register of the company at the close of business on the record date appearing below. The number of ordinary shares in issue at the date of this declaration is 161 942 800. The salient dates applicable to the Final Dividend are as follows: Declaration date: Friday, 29 September 2017 Last date to trade cum dividend: Tuesday, 17 October 2017 Shares commence trading ex-dividend: Wednesday, 18 October 2017 Record date: Friday, 20 October 2017 Payment Date: Monday, 23 October 2017 In accordance with paragraphs 11.17(c)(i) to (x) and 11.17(c) of the JSE Listings Requirements, the following additional information is disclosed:

The local Dividends Tax rate is 20%;

The dividends will be paid from cash reserves;

Page 20: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

The gross dividend to be used in determining the Dividends Tax is 4 cents per ordinary share;

The Dividend Tax to be withheld by the Company is equal to 0.8 cents per ordinary share;

The gross dividend amount is 4 cents per ordinary share for shareholders exempt from Dividends Tax;

The net dividend amount is 3.2 cents per ordinary share for shareholders not exempt from Dividends Tax;

Rolfes Holdings Limited has 161 942 800 ordinary shares in issue (which includes 641 332 treasury shares); and

Rolfes Holdings Limited’s income tax reference number is 9492/089/14/0. Where applicable, payment in respect of certificated shareholders will be transferred electronically to shareholders’ bank accounts on the payment date. In the absence of specific mandates, payment cheques will be posted to certificated shareholders at their risk on the payment date. Shareholders who have dematerialised their shares will have their accounts at their Central Securities Depository Participant or broker credited on the payment date.

No share certificates may be dematerialised or rematerialised between Wednesday, 18 October 2017 and Friday, 20 October 2017 both days inclusive.

There are no additional material events, other than those reported in this announcement, that have occurred between 30 June 2017 and the date of this report which may have a material impact on the understanding of this report and the financial information presented.

Page 21: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

Restated unaudited results for 31 December 2016 Errors resulting in the restatement for the six months ended 31 December 2016: Understatements of impairments and accounting errors identified for the six months ended 31 December 2016, primarily relates to the previously manufactured lead chrome pigment product ranges, which have been fully disposed of at a negative margin during the interim period to 31 December 2016 and certain adjustments in head office costs and taxation. The net effect of the above resulted in an overstatement of both earnings per share and headline earnings per share of 8,2 cents.

Statements of Financial Position as at the period ended

Restated as at

Unaudited as at

31 Dec 2016 31 Dec 2015

R’000 R’000

ASSETS

Non-current assets 409,097 425,359

Property, Plant and Equipment 135,669 159,805

Intangible assets and goodwill 273,428 265,554

Current assets 793,589 614,760

Inventories 363,784 274,098

Trade and other receivables 372,487 286,741

Current tax asset 1,328

-

Cash and cash equivalents 55,990 53,921

Total assets 1,202,686 1,040,119

EQUITY AND LIABILITIES

Capital and reserves

588,566

489,531

Stated capital

208,588

210,888

Treasury shares

(868)

(868)

Retained income

369,159

266,762

Reserves

4,103

5,888

Non-controlling interest

7,584

6,861

Non-current liabilities

294,402

280,468

Interest-bearing loans

265,098

248,653

Deferred tax liability

26,213

28,837

Provisions

3,091

2,978

Current liabilities

319,718

270,120

Trade and other payables

300,059

233,718

Interest-bearing loans

19,660

34,987

Current tax liability

(0)

1,415

Total equity and liabilities

1,202,686

1,040,119

Information related to the number of shares in issue as at 31 December 2016

Total shares in issue (‘000)

161,942

161,942

Treasury shares (‘000)

(641)

(641)

Page 22: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

Shares in issue excluding treasury shares (‘000)

161,301

161,301

Weighted number of shares in issue (‘000)

161,301

134,634

Statements of Comprehensive Income for the period ended

Restated as at

Unaudited as at

31 Dec 2016 31 Dec 2015

R’000 R’000

Revenue

823,386

625,684

Cost of sales

(646,708)

(479,566)

Gross profit

176,678

146,118

Other Income

6,083

1,153

Operating expenses

(99,908)

(87,185)

Operating profit

82,854

60,086

Finance income

1,095

266

Finance costs

(17,957)

(9,381)

Profit before tax

65,992

50,971

Tax

(17,686)

(12,305)

Profit for the period

48,306

38,666

Other comprehensive income:

Exchange differences from translating foreign operations

(559)

-

Total comprehensive income for the period

47,747

38,666

Profit for the period attributable to:

Equity holders of the parent

48,234

38,113

Non-controlling interest

487

553

Earnings

48,234

38,113

Adjusted for the after-tax effect of:

Loss from sale of fixed asset

-

52

Profit on sale of business

-

-

Headline earnings

48,234

38,165

Earnings per share (cents)*

- Basic

29.90

28.31

- Headline

29.90

28.35

Restated as at

Unaudited as at

Normalised Headline Earnings table: 31 Dec 2016 31 Dec 2015

Page 23: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

Headline earnings

48,234

38,165

Adjusted for the after-tax effect of:

Rehabilitation costs resin plant site

1,290

-

Lead Chrome pigment write off

4,077

-

Normalised earnings

53,601

38,165

Normalised headline earnings per share (cents)

33.23

28.35

Statements of cash flows for the period ended 31 December 2016

Restated as at

Unaudited as at

31 Dec 2016 31 Dec 2015

R’000 R’000

Cash flow (utilised in)/ generated from:

Operating activities

13,108

(14,239)

Finance costs

(16,862)

(9,049)

Tax paid

(13,822)

(15,903)

Cash flow utilised in investing activities

(7,880)

(237,636)

Cash flow generated from financing activities

31,194

381,707

Cash generated / (deficit) for the period

5,738

104,880

Cash and cash equivalents:

- beginning of the period

49,943

(50,959)

- end of the period

55,681

53,921

Statement of changes in equity for period ended 31 December 2016

Share Capital

Share Premium

Retained Income

Treasury Shares

Reserves Non-

controlling Interest

Total Equity

R'000 R'000 R'000 R'000 R'000 R'000 R'000

Balance at 30 June 2015

1,086

49,802

253,677

(868)

5,347

63,260

372,304

Issue of new shares

533

159,467

-

-

-

-

160,000

Movements

-

-

(25,029)

-

541

(56,952)

(81,440)

Total comprehensive income for the period

-

-

38,114

-

-

553

38,667

Balance at 31 December 2015

1,619

209,269

266,762

(868)

5,888

6,861

489,531

Movements

-

(2,300)

23,931

-

(541)

(772)

20,318

Total comprehensive income for the period

-

-

40,363

-

(685)

1,008

40,686

Balance at 30 June 2016

1,619

206,969

331,056

(868)

4,662

7,097

550,535

Total comprehensive income for the period

-

-

61,047

-

(559)

487

60,975

Dividend

-

-

(9,716)

-

-

-

(9,716)

Balance at 31 December 2016

1,619

206,969

382,387

(868)

4,103

7,584

601,794

Page 24: REVIEWED PROVISIONAL CONDENSED CONSOLIDATED … · The Group seeks to acquisitively expand its current divisions by targeting high barrier to entry specialist chemical companies

Segmental report for period ended 31 December 2016

Revenue Gross Profit Operating

Profit Assets Liabilities

31 December 2016 R'000 R'000 R'000 R'000 R'000

Agricultural

155,973

51,871

29,128

273,181

74,620

Food

397,102

67,536

50,649

315,013

142,093

Industrial

221,249

35,514

12,582

289,974

95,172

Water

49,062

21,757

4,778

112,617

19,066

Other

-

-

(14,283)

211,901

283,169

Total

823,386

176,678

82,854

1,202,686

614,120

31 December 2015

Agricultural

142,636

43,300

24,767

195,597

84,492

Food

161,479

24,962

18,877

226,935

109,601

Industrial

260,117

48,766

14,200

270,471

119,296

Water

61,452

29,090

7,049

143,522

88,651

Other - -

(4,807)

203,594

148,548

Total

625,684

146,118

60,086

1,040,119

550,588