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Omnia - Reviewed Interim Results For The Six Months Ended 30 September 2005

Release Date: 29/11/2005 08:30:03      Code(s): OMN
Omnia - Reviewed interim results for the six months ended 30 September 2005     
OMNIA HOLDINGS LIMITED                                                          
(Incorporated in the Republic of South Africa)                                  
Registration number: 1967/003680/06                                             
JSE code: OMN                                                                   
ISIN: ZAE000005153                                                              
Reviewed interim results for the six months ended 30 September 2005             
www.omnia.co.za                                                                 
Condensed Consolidated Income Statements                                        
                                           Restated    Restated                 
                        Reviewed           Unaudited   Audited                  
6 months           6 months    12 months                
R"000                   30/9/2005          30/9/2004   31/3/2005                
Revenue                 2 056 969   3%     1 993 613   4 263 974                
Operating profit        113 854     -22%   145 272     371 368                  
Finance costs                                                                   
- Interest paid         (30 982)    -3%    (31 944)    (65 947)                 
- Interest received     5 566              3 639       8 213                    
Fair value loss on      (9 242)            (9 189)     (2 753)                  
derivative instruments                                                          
Net monetary gain       1 713              6 592       17 186                   
Profit before taxation  80 909      -29%   114 370     328 067                  
Taxation                (26 999)    -31%   (39 358)    (111 439)                
Net profit for the      53 910      -28%   75 012      216 628                  
period                                                                          
Attributable to:                                                                
- Equity holders of     53 777      -28%   75 012      216 211                  
the Company                                                                     
- Minority interest     133                            417                      
                        53 910      -28%   75 012      216 628                  
Basic and headline      123,8       -33%   183,6       506,4                    
earnings per share                                                              
(cents)                                                                         
Fully diluted basic     121,4       -33%   180,0       477,2                    
and headline earnings                                                           
per share (cents)                                                               
Dividend paid per       78,0        -35%   120,0       120,0                    
share (cents) in                                                                
respect of prior year                                                           
Interim dividend per    60,0               60,0                                 
share (cents) declared                                                          
in respect of current                                                           
year                                                                            
Weighted average        43 441      6%     40 867      42 699                   
number of shares in                                                             
issue ("000)                                                                    
Weighted average        44 309      6%     41 677      45 305                   
number of fully                                                                 
diluted shares in                                                               
issue ("000)                                                                    
Fully diluted earnings  53 777      -28%   75 012      216 211                  
(R"000)                                                                         
Number of shares in     43 467      2%     42 587      43 424                   
issue                                                                           
Condensed Consolidated Balance Sheets                                           
Restated  Restated                 
                                 Reviewed    Unaudited Audited                  
                                 6 months    6 months  12 months                
R"000                            30/9/2005   30/9/2004 31/3/2005                
Assets                                                                          
Property, plant and equipment    640 321     585 375   615 068                  
Intangible assets                456 648     479 848   475 167                  
Unlisted investments and loans               60        60                       
Deferred taxation                2 853       4 017     3 858                    
Current assets                   1 792 744   1 561 829 1 453 680                
                                 2 892 566   2 631 129 2 547 833                
Equity and liabilities                                                          
Shareholders" equity             945 838     822 010   926 227                  
Deferred taxation                67 162      66 821    84 292                   
Non-current interest bearing     23 239      162 655   91 883                   
debt                                                                            
Current liabilities              1 856 327   1 579 643 1 445 431                
                                 2 892 566   2 631 129 2 547 833                
Net interest bearing debt        788 354     482 687   372 993                  
Net asset value per share        21,76       19,30     21,33                    
(Rand)                                                                          
Directors" valuation of                      60        60                       
unlisted shares                                                                 
Capital expenditure                                                             
Incurred                         42 572      31 977    87 798                   
Authorised and committed         13 788      11 946    58 560                   
Authorised but not contracted    44 001      95 186    76 985                   
for                                                                             
Condensed Consolidated Cash Flow Statements                                     
                                        Restated     Restated                   
                            Reviewed    Unaudited    Audited                    
                            6 months    6 months     12 months                  
R"000                       30/9/2005   30/9/2004    31/3/2005                  
Operating profit            113 854     145 272      371 368                    
Depreciation and            35 838      32 735       68 925                     
amortisation                                                                    
Adjustments for non-cash    (6 441)     22 736       11 467                     
items                                                                           
Finance costs and taxation  (82 317)    (144 284)    (181 115)                  
Utilised by working         (398 397)   (260 291)    (294 621)                  
capital                                                                         
Utilised by operations      (337 463)   (203 832)    (23 976)                   
Dividends paid              (35 326)    (17 971)     (44 227)                   
Cash outflow from           (372 789)   (221 803)    (68 203)                   
operating activities                                                            
Cash outflow from           (42 572)    (31 977)     (85 297)                   
investing activities                                                            
Cash outflow from           (138 428)   (4 980)      (64 818)                   
financing activities                                                            
Net decrease in cash        (553 789)   (258 760)    (218 318)                  
Net (overdraft)/cash at      (196 568)  21 750       21 750                     
beginning of period                                                             
Net overdraft at end of     (750 357)   (237 010)    (196 568)                  
period                                                                          
Segmental Analysis                                                              
                                         Restated     Restated                  
Reviewed            Unaudited    Audited                   
                     6 months            6 months     12 months                 
R"000                30/9/2005           30/9/2004    31/3/2005                 
Revenue, net of       2 056 969   3%      1 993 613    4 263 974                
intersegmental                                                                  
sales                                                                           
Chemicals             1 053 942   7%      984 624      1 923 612                
Mining                405 987     28%     317 965      715 760                  
Agriculture           597 040     -14%    691 024      1 624 602                
Operating profit      113 854     -22%    145 272      371 368                  
Chemicals             55 667      -14%    64 649       111 762                  
Mining                57 256      10%     52 244       109 589                  
Agriculture           931         -97%    28 379       150 017                  
Statement of Changes in Shareholders" Equity                                    
                                           Non-           Share-                
                                                          based                 
Stated       distributable  payment               
R"000                         capital      reserves       reserve               
At 31 March 2004 - restated   95 290       (16 060)       522                   
Net profit for the period                                                       
Capitalisation award and      35 771                                            
ordinary dividends                                                              
Increase in foreign currency               13 789                               
translation reserve                                                             
Share-based payment                                       2 937                 
Preference shares converted                                                     
into ordinary shares                                                            
Ordinary shares issued        41 652                                            
Treasury shares sold          3 986                                             
Preference dividend                                                             
At 30 September 2004 -        176 699      (2 271)        3 459                 
unaudited                                                                       
Net profit for the period                                                       
Decrease in foreign currency               (16 997)                             
translation reserve                                                             
Fair value loss on interest                (1 305)                              
rate swap                                                                       
Share-based payment                                       3 104                 
Preference shares issued                                                        
Treasury shares sold          1 920                                             
Ordinary dividends                                                              
At 31 March 2005 - restated   178 619      (20 573)       6 563                 
audited                                                                         
Net profit for the period                                                       
Decrease in foreign currency               (4 313)                              
translation reserve                                                             
Fair value loss on interest                (170)                                
rate swap                                                                       
Share-based payment                                       3 222                 
Treasury shares sold          2 617                                             
Preference dividend                                                             
Ordinary dividends                                                              
At 30 September 2005 -        181 236      (25 056)       9 785                 
reviewed                                                                        
                              Retained     Minority                             
R"000                         earnings     interest       Total                 
At 31 March 2004 - restated   662 985      2 005          744 742               
Net profit for the period     75 012                      75 012                
Capitalisation award and      (53 722)                    (17 951)              
ordinary dividends                                                              
Increase in foreign currency                              13 789                
translation reserve                                                             
Share-based payment                                       2 937                 
Preference shares converted                (1 500)        (1 500)               
into ordinary shares                                                            
Ordinary shares issued        (40 152)                    1 500                 
Treasury shares sold                                      3 986                 
Preference dividend                        (505)          (505)                 
At 30 September 2004 -        644 123                     822 010               
unaudited                                                                       
Net profit for the period     141 199      417            141 616               
Decrease in foreign currency                              (16 997)              
translation reserve                                                             
Fair value loss on interest                               (1 305)               
rate swap                                                                       
Share-based payment                                       3 104                 
Preference shares issued                   1 650          1 650                 
Treasury shares sold                                      1 920                 
Ordinary dividends            (25 771)                    (25 771)              
At 31 March 2005 - restated   759 551      2 067          926 227               
audited                                                                         
Net profit for the period     53 777       133            53 910                
Decrease in foreign currency                              (4 313)               
translation reserve                                                             
Fair value loss on interest                               (170)                 
rate swap                                                                       
Share-based payment                                       3 222                 
Treasury shares sold                                      2 617                 
Preference dividend                        (417)          (417)                 
Ordinary dividends            (35 238)                    (35 238)              
At 30 September 2005 -        778 090      1 783          945 838               
reviewed                                                                        
Notes                                                                           
Accounting policies                                                             
The condensed financial statements for the six months ended 30 September 2005   
were prepared in accordance with IAS 34 - Interim Financial Reporting and in    
compliance with the Listing Requirements of the JSE Limited. These are the      
Group"s first IFRS condensed interim financial statements for part of the period
for which annual financial statements will be prepared under IFRS. IFRS 1 -     
First-time Adoption of International Financial Reporting Standards, has been    
applied and for detail of the adjustments, refer to the Transitional Report. The
condensed consolidated interim financial statements do not include all of the   
information required by IFRS for full annual financial statements.              
The principal policies used in the preparation of the results for the period    
ended 30 September 2005 are consistent with those applied for the restated year 
ended 31 March 2005 and for the restated results for the six months ended 30    
September 2004 in terms of IFRS.                                                
Hyperinflation                                                                  
The hyperinflation adjustments, as required by the accounting standard IAS 29 - 
Financial Reporting in Hyperinflationary Economies, result from the devaluation 
in the Zimbabwean Dollar. The most significant adjustment is that which         
increased the gross profit for the period by R6,8 million (2004: decrease of    
R4,5 million). The net monetary gain of R1,7 million (2004: R6,6 million) for   
the period is offset by foreign exchange losses of R3,2 million (2004: R2,9     
million) in Zimbabwe. The net impact to the Group, is a net profit of R5,1      
million (2004: net gain of R1,9 million).                                       
Dividends                                                                       
A dividend of 78 cents per share was declared on 20 June 2005 in respect of the 
earnings of the previous financial year. This dividend is reflected in the      
current period to 30 September 2005.                                            
Security structure                                                              
The security structure in terms of which a special purpose vehicle provided     
guarantees to the Group"s banking facility providers, was cancelled during the  
period under review. In terms of this cancellation, certain secured long and    
short term borrowings were replaced with unsecured short term borrowings.       
Review opinion                                                                  
The Group"s auditors, PricewaterhouseCoopers Inc., have reviewed the condensed  
consolidated financial information for the six months ended 30 September 2005   
contained in this report. The review opinion is available for inspection at the 
company"s registered office during normal business hours.                       
Commitments                                                                     
The future minimum lease payments under non-cancellable operating leases are    
R13,1 million (2004: R16,1 million) within one year and R44,7 million (2004:    
R53,3 million) between two and five years and Rnil (2004: Rnil) beyond five     
years, giving a total of R57,9 million (2004: R69,4 million).                   
Goodwill                                                                        
An annual impairment test on the balance of goodwill has been performed at 30   
September 2005. No impairment loss has occurred.                                
Transition to International Financial Reporting Standards ("IFRS")              
Reconciliation of previous SAGAAP and IFRS                                      
IFRS reconciliation of assets, liabilities and equity                           
     Assets                                                                     
                                         Audited     Unaudited  Audited         
R"000                              Note  01/04/2004  30/09/2004 31/03/2005      
As previously reported                   2 105 843   2 587 116  2 502 892       
IFRS adjustments                         38 578      44 013     44 941          
IFRS 2 - Share-based payments      1                                            
IAS 12 - Income taxes              2     468         4 017      3 858           
IAS 16 - Revision of estimated     3     38 110      39 996     41 083          
useful lives of property, plant                                                 
and equipment                                                                   
IAS 17 - Leases                    4                                            
IAS 38 - Intangible assets         5                                            
Restated under IFRS                      2 144 421   2 631 129  2 547 833       
     Liabilities                                                                
                                         Audited     Unaudited  Audited         
R"000                              Note  01/04/2004  30/09/2004 31/03/2005      
As previously reported                   1 388 309   1 793 523  1 605 661       
IFRS adjustments                         11 370      15 596     15 945          
IFRS 2 - Share-based payments      1                                            
IAS 12 - Income taxes              2     468         4 017      3 858           
IAS 16 - Revision of estimated     3     10 717      11 283     11 681          
useful lives of property, plant                                                 
and equipment                                                                   
IAS 17 - Leases                    4     185         296        406             
IAS 38 - Intangible assets         5                                            
Restated under IFRS                      1 399 679   1 809 119  1 621 606       
     Equity                                                                     
Audited     Unaudited  Audited         
R"000                              Note  01/04/2004  30/09/2004 31/03/2005      
As previously reported                   717 534     793 593    897 231         
IFRS adjustments                         27 208      28 417     28 996          
IFRS 2 - Share-based payments      1                                            
IAS 12 - Income taxes              2                                            
IAS 16 - Revision of estimated     3     27 393      28 713     29 402          
useful lives of property, plant                                                 
and equipment                                                                   
IAS 17 - Leases                    4     (185)       (296)      (406)           
IAS 38 - Intangible assets         5                                            
Restated under IFRS                      744 742     822 010    926 227         
IFRS income statement impact                                                    
     Reviewed                                                                   
                                   30/09/2004      Unaudited     Restated       
                                   as previously   IFRS          Unaudited      
R"000                              reported        adjustments   30/09/2004     
Revenue                            1 989 954        3 659        1 993 613      
Operating profit                   137 873         7 399*        145 272        
Finance costs                                                                   
- Interest paid                    (29 205)         (2 739)      (31 944)       
- Interest received                                 3 639        3 639          
Fair value profit/(loss)                                                        
 on derivative instruments         660              (9 849)      (9 189)        
Net monetary gain                  6 592            -            6 592          
Profit before taxation             115 920         (1 550)       114 370        
Taxation                           (39 180)        (178)         (39 358)       
Net profit for the period          76 740          (1 728)       75 012         
Attributable to:                                                                
- Equity holders of                                                             
the Company                        76 740          (1 728)       75 012         
- Minority interest                 -               -             -             
76 740          (1 728)       75 012         
* IFRS adjustments                                                              
 Share-based payments                              (2,937)                      
 Leases                                             (499)                       
Depreciation                                       1,886                       
 Fair value                                         8,949                       
                                                    7,399*                      
     Audited                                                                    
31/03/2005      Audited       Restated       
                                   as previously   IFRS          Audited        
R"000                              reported        adjustments   31/03/2005     
Revenue                            4 263 974       -              4 263 974     
Operating profit                   394 333         (22 965)*     371 368        
Finance costs                                                                   
- Interest paid                    (57 734)         (8 213)       (65,947)      
- Interest received                                 8 213         8 213         
Fair value profit/(loss)                                                        
 on derivative instruments         (21 536)         18 783        (2 753)       
Net monetary gain                  17 186           -             17 186        
Profit before taxation             332 249         (4 182)       328 067        
Taxation                           (111 368)       (71)          (111 439)      
Net profit for the period          220 881         (4 253)       216 628        
Attributable to:                                                                
- Equity holders of                                                             
the Company                        220 464         (4 253)       216 211        
- Minority interest                417              -            417            
                                   220 881         (4 253)       216 628        
* IFRS adjustments                                                              
Share-based payments                               (6,041)                     
 Leases                                             (997)                       
 Depreciation                                       2,856                       
 Fair value                                         (18,783)                    
(22,965)*                   
Basis of preparation                                                            
The Board acknowledges its responsibility for the preparation of the condensed  
consolidated financial statements in accordance with International Financial    
Reporting Standards and JSE Limited"s Listing Requirements. The Group"s first   
published IFRS results are its interim results for the six months ended 30      
September 2005. The Group"s first published full set of financial statements    
under IFRS will be for the year ending 31 March 2006.                           
In order to explain how Omnia"s reported performance and financial position are 
impacted by IFRS, the Group has restated information previously published under 
SA GAAP to the equivalent basis under IFRS.                                     
Transitional Arrangements                                                       
The date of transition to IFRS for the Group is 1 April 2004. The key principle 
of IFRS 1 - First-time adoption of International Financial Reporting Standards  
is full retrospective application of IFRS. This statement however provides      
exemptions from retrospective application in certain instances due to cost and  
practical considerations. The Group"s transitional elections are set out below: 
-    Business combinations: The Group adopted IFRS 3 - Business Combinations,   
     from 1 April 2004 and therefore no adjustments were required.              
-    Property, plant and equipment: A first time adopter may elect to use the   
fair value of individual property, plant and equipment at transition date  
     as the deemed cost. The Group is not making use of this transitional       
     exemption and elects to measure individual items of property, plant and    
     equipment at original cost.                                                
-    Employee benefits: The Group is electing not to apply the exemption to     
     account for all deferred actuarial gains or losses, including a 10%        
     tolerance limit for differences in actuarial assumptions, in opening equity
     as at 1 April 2004. This exemption is not elected as the Group"s accounting
for employee benefits under previous SA GAAP was already substantially in  
     compliance with IAS 19 - Employee Benefits.                                
-    Cumulative foreign currency translation adjustments: The cumulative foreign
     currency translation reserve existing on transition to IFRS has been       
retained and the option to restate the reserve to zero is not elected as   
     the Group"s accounting for translation adjustments under previous SA GAAP  
     was already substantially in compliance with IAS 21 - The effects of       
     changes in foreign exchange rates.                                         
-    Share-based payments: The Group is electing not to apply the provisions of 
     IFRS 2 - Share-based payments to equity-settled awards granted on or before
     7 November 2002, or to awards granted after that date but which had vested 
     prior to 1 January 2005 and has therefore taken the available exemption.   
-    Compound financial instruments and designation of previously recognised    
     financial instruments: The Group has not taken advantage of the exemption  
     that allows comparative information presented in the first year of adoption
     of IFRS not to comply with IAS 32 - Financial Instruments: Disclosure and  
Presentation, and IAS 39 - Recognition and Measurement.                    
There are no changes to estimates made under previous SA GAAP for transition to 
IFRS. Where estimates have previously been made under SA GAAP, consistent       
estimates (after adjustments to reflect any difference in accounting policies)  
have been made for the same date.                                               
Adjustments as a result of the Adoption of IFRS                                 
The impact of changing from SA GAAP to IFRS is summarised below. The            
quantification of the adjustments is shown in the tables for reconciliation of  
assets, liabilities and equity and IFRS income statement impact.                
Adjustments implemented with effect from 1 April 2004                           
Note 1: IFRS 2 - Share-based payments                                           
The Group grants share options to employees under an employee share incentive   
scheme. In addition, the third partnership with management scheme was approved  
on 30 September 2004. Under SA GAAP, other than costs incurred in administering 
the scheme, which were expensed as incurred, the scheme did not result in any   
expense in the income statement, but rather a dilution in earnings per share    
when the shares were issued. In accordance with the requirements of IFRS 2, the 
Group now recognises an expense in the income statement, with a corresponding   
credit to equity, representing the fair value of employee share options and     
conversion rights granted, recognised over the vesting period of the rights.    
Note 2: IAS 12 - Income taxes                                                   
IAS 12 requires that deferred tax assets and deferred tax liabilities may only  
be offset if levied by the same taxation authority. Therefore the deferred tax  
assets of foreign subsidiaries previously set off against deferred tax          
liabilities are now classified as deferred tax assets.                          
Note 3: IAS 16 - Revision of estimated useful lives of property, plant and      
equipment                                                                       
In calculating the depreciation charge, an entity is required to review the     
estimated useful lives of property, plant and equipment on an annual basis at   
each balance sheet date in terms of IAS 16. This more robust assessment has     
resulted in an increase in estimated useful lives of property, plant and        
equipment. The depreciation previously recognised in the income statement has   
accordingly been reduced.                                                       
Note 4: IAS 17 - Leases                                                         
IAS 17 requires operating lease cost and income to be accounted for on a        
straight-line basis. Future lease increases in terms of a lease contract are    
estimated and the average lease expense is then recognised in equal amounts over
the lease period. In general, this leads to earlier recognition of lease income 
and lease expense, compared with the pattern of recognition under SA GAAP where 
income and expenses were recognised at a constant real rate of return on the net
cash investment in the lease. This generally results in higher lease costs for  
previously reported periods with a reduction in the 2004 opening equity and an  
increase in the 2005 lease costs.                                               
Further analysis of any interpretations issued by standard setters will take    
place in order to process any required adjustments for the full year results    
ending 31 March 2006.                                                           
Note 5: IAS 38 - Intangible assets                                              
Computer software that was previously classified as property, plant and         
equipment is now classified as intangible assets.                               
Further developments in IFRS reporting                                          
The information has been prepared on the basis of the Group"s expectation of the
standards that will be applicable as at 31 March 2006. IFRS information at year 
end may differ from the information contained herein for the following reasons: 
-    Further standards and interpretations may be issued that are applicable for
     2006 reporting or which are applicable to later accounting periods but with
     an option to adopt for earlier periods; and                                
-    different practice may develop with regard to interpretation and           
     application of the standards.                                              
Audit opinion of 2005 restated financial information                            
The restatement of financial information for the year ended 31 March 2005 has   
been audited by the Group"s auditors, PricewaterhouseCoopers Inc. and their     
opinion is available for inspection at the Group"s registered office. Their     
report includes an emphasis of matter that amendments to the interpretive       
guidance issued by the IASB, between the date of this announcement and the      
finalisation of the financial statements for the year ending 31 March 2006, may 
result in changes to the restatements published.                                
Commentary                                                                      
Introduction                                                                    
Omnia is a diversified, specialist chemical services provider with balanced     
interests in chemicals, mining and agriculture markets.                         
The Group is fundamentally a knowledge business that leverages its leading      
intellectual capital and world-class production assets to differentiate its     
product and service offerings. Omnia"s unique business model involves creating  
extraordinary value for its customers, allowing the Group to charge a premium in
its markets.                                                                    
Financial review                                                                
The Group results are reported in accordance with International Financial       
Reporting Standards (IFRS). All comparatives have been restated in compliance   
with IFRS. Shareholders are referred to the Transition to International         
Financial Reporting Standards statement, which details the reconciliation of the
previous SA Generally Accepted Accounting Practices (GAAP) to IFRS. Adjustments 
to the remaining useful life of assets, as well as share-based payments, are the
main aspects impacting on the Group in converting from GAAP to IFRS.            
Group revenue increased only marginally, because of lower fertilizer sales, by  
3% to R2,1 billion. As expected, fertilizer sales were adversely impacted by the
significant maize stock overhang in South Africa which gave rise to farmers     
being reluctant to commit to further maize planting. Furthermore, the summer    
rains which herald the onset of the main planting season, have yet to arrive. It
should also be noted that the Agriculture division"s major activities           
customarily occur in the second six-month period. That said, the reduction in   
fertilizer sales has coincided with a marked increase in raw material prices,   
particularly nitrogen products, which increased to record highs in the period   
under review, exerting pressure on margins.                                     
The Chemical division"s polymer business experienced a squeeze on operating     
margins. This was due to the overstocked position of the plastics industry at   
the beginning of the year and the need to reduce these high inventory levels.   
The benefits of a more balanced profile of business interests achieved between  
the three core businesses of Chemicals, Mining and Agriculture has to a large   
extent shielded the Group from the full impact of the low fertilizer sales to   
date. Notwithstanding continued focus on costs and operating efficiencies the   
operating profit decreased by 22%, to R113,9 million, compared with R145,3      
million in the prior period with the operating margin reducing to 5,5% from the 
7,3% achieved in the prior comparable period.                                   
Interest paid reduced by 3 % to R31 million (2004: R31,9 million), a direct     
result of negotiating lower interest rates.                                     
Headline earnings of R53,9 million (2004: R75 million) decreased by 28%,        
reflecting the reduced fertilizer activities and lower polymer margins.         
The seasonal nature of Omnia"s agriculture operations causes the Group"s working
capital requirements to peak at or around September each year. The marked       
increase in raw material prices in the period under review, coupled with the    
fact that the planting season has not yet begun, has seen net interest bearing  
debt increase as expected to R788,4 million (2004: R482,7 million).             
Cash utilised by operations for the period under review was R337,5 million, an  
increase of R133,7 million on the R203,8 million utilised in the comparable     
prior period. This increase is mainly attributable to the increase in working   
capital, reflecting:                                                            
-    the increased unit cost of raw materials;                                  
-    a higher level of trade receivables, which occurred in the consolidated    
     Polymer business , and;                                                    
-    a reduction in creditor levels resulting from the lower level of raw       
material purchases.                                                        
Operational review                                                              
Chemicals                                                                       
The Protea Chemicals division is a leading speciality, functional and effect    
chemicals distributor in Southern Africa. It has a significant presence in every
sector of the chemical distribution market. The Chemical division contributed 49
% to Group operating profit (2004: 44%).                                        
Revenue increased by 7% to R1 053,9 million, compared to the R984,6 million in  
the 2004 comparable period.                                                     
The Chemical division achieved modest price increases compared with the prior   
period but product shortages stunted volume growth potential. In a number of    
cases the division experienced difficulties in sourcing product from its        
international principals because of increased international demand and also as a
result of supply problems caused by hurricane Katrina.                          
International polymer prices declined during the first few months of the period 
under review and in reducing its high stock levels, operating margins in the    
Polymer division decreased to unacceptable levels.                              
Despite growth in the chemical trading business, the difficulties experienced by
the Group"s polymer operations coupled with pressure on margins caused the      
operating profit to decline by 14%, reaching R55,7 million (2004: R64,6         
million).                                                                       
Mining                                                                          
The Mining division is the market leader in blended bulk explosives formulations
for surface mines, and manufactures packaged explosives for underground mines   
and specialised surface blasting. It also supplies mining chemicals as well as  
blasting accessories and is currently commercialising a state-of-the-art        
electronic detonator system. The Mining division contributed 50% to Group       
operating profit in the period (2004: 36%).                                     
The Group"s explosives operations benefited from the continued high levels of   
mining activity that prevailed during the period, particularly in coal, copper  
and iron ore. This resulted in another period of pleasing growth in bulk        
explosives volumes. The international price of ammonia increased further during 
the period in line with the rise in oil and energy costs. Although the majority 
of the Group"s bulk explosives contracts are linked to the international price  
of ammonia, there is a lag before these price increases can be passed on,       
resulting in a 2% drop in operating margin from 16% to 14%.                     
Technical improvements and cost reductions continue to be applied in the        
development of the Deltadet electronic detonator which has already seen unit    
sales double over the prior comparable period. Full commercialisation of the    
next generation of this system is slightly behind schedule, but will begin      
within the next year.                                                           
The Mining division achieved a 28% growth in revenue to R406 million (2004: R318
million) and a 10% growth in operating profit to R57,3 million (2004: R52,2     
million) over the comparable prior period. This was mainly due to the combined  
impact of increased bulk explosives volumes and mining service activities. The  
division has continued its aggressive cost optimisation programme and sound     
working capital management, improvement in productivity and implementation of   
operational efficiencies.                                                       
Agriculture                                                                     
The Agriculture division produces and supplies granular, liquid and speciality  
fertilizers to individual farmers, co-operatives and wholesalers across Southern
Africa. It supplies speciality fertilizers to farmers in Australia and New      
Zealand. Agriculture contributed 0,8% to Group operating profit in the period   
(2004: 20%).                                                                    
Revenue decreased by 14% to R597 million (2004: R691 million) compared with the 
same period last year. This decline is mainly due to farming customers not yet  
committing to planting maize in the face of the maize surpluses which currently 
exist in the country, as well as the continued strength of the rand impacting   
negatively on export volumes. As was the case in the previous year the summer   
rainfall that heralds the onset of the normal planting season has not yet       
materialised.                                                                   
Aggressive cost management has succeeded in reducing overheads below those of   
the comparable prior period. Operating margins in the Agriculture division are  
traditionally considerably lower in the first half of the financial year        
compared with those in the second half, and due to the lower first half volumes,
coupled with increased raw material costs, the Agriculture division"s operating 
margin has reduced to a break-even position.                                    
The Group"s speciality fertilizer operations both in Australia and New Zealand  
continue to progress well, in particular the Australian humate business acquired
two years ago.                                                                  
Prospects                                                                       
Short term                                                                      
Conditions for the Chemicals division remain positive for the remainder of the  
financial year. Demand for chemicals will be driven by expected improvements in 
the manufacturing sector of the South African economy while the continuing high 
oil price will drive price increases on the downstream petrochemical products   
and their derivatives. International chemical prices are also increasing in line
with the improvement in the global economic environment. The excess polymer     
stocks have been reduced considerably but the adverse polymer trading conditions
are expected to continue for some time with local competitive pressures         
persisting.                                                                     
Insofar as the Agriculture division"s short-term prospects are concerned, the   
oversupply of maize has led farmers being urged not to plant maize and it would 
appear that there is considerable adherence to the plea. As a consequence       
domestic fertilizer volumes for the full year are expected to be some 30% to 40%
below normal, negatively impacting on this aspect of Group activities.          
The Group therefore expects a reduction in earnings for the year ended March    
2006 compared to those achieved in the prior financial year ended March 2005.   
Long term                                                                       
The Group is well positioned, and is being presented with opportunities on a    
regular basis, to grow its chemical manufacturing and distribution activities,  
both nationally and internationally.                                            
In the Mining division, continued buoyant mineral commodity prices are expected 
to result in a similar trend to that achieved in the period under review, with  
further growth prospects coming from new projects in Africa.                    
While the Group"s Agriculture operations face a depressed climate due to the    
current maize surplus, the need for fertilizers is a long term reality. The     
South African fertilizer market will recover and will be complemented by        
continued sales to other African countries. The trend within Omnia towards      
speciality fertilizer sales and services continues.                             
The Group has embarked on an application to utilise the Clean Development       
Mechanism created by the Kyoto Accord to reduce greenhouse gas emissions, which,
if successful, may lead to a substantial financial benefit.                     
Omnia remains focused on diversifying the Group"s risk profile and pursuing new 
growth opportunities, while maintaining a firm focus on the Group"s core        
competencies.                                                                   
Dividends                                                                       
The board is pleased to announce that an interim dividend of 60 cents per share 
has been declared in respect of shareholders recorded in the register on Friday 
6 January 2006. The last day to trade cum dividend will be Thursday, 29 December
2005. The shares will commence trading ex dividend on Friday, 30 December 2005  
and the record date will be Friday, 6 January 2006. The payment date will be    
Monday, 9 January 2006. Share certificates may not be dematerialised or         
rematerialised between Friday, 30 December 2005 and Friday, 6 January 2006, both
dates inclusive.                                                                
NJ CROSSE                     RB HUMPHRIS                                       
Chairman                      Managing Director                                 
29 November 2005                                                                
Directors                                                                       
NJ Crosse (Chairman), FD Butler, DL Eggers* (Group Finance Director), NKH Fitz- 
Gibbon, RB Humphris* (Group Managing Director), Prof SSLoubser, Dr WT Marais    
(Alternate to WT Marais), WT Marais (Deputy Chairman), JG Pretorius, DC Radley, 
TR Scott *Executive Directors.                                                  
Registered office                                                               
1st Floor, Omnia House,                                                         
13 Sloane Street, Epsom Downs,                                                  
Bryanston, Sandton                                                              
PO Box 69888, Bryanston 2021                                                    
Telephone (011) 709 8888                                                        
Transfer secretaries                                                            
Ultra Registrars (Pty) Ltd                                                      
11 Diagonal Street                                                              
Johannesburg 2001                                                               
PO Box 4844, Johannesburg 2000                                                  
Date: 29/11/2005 08:30:33 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
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