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Omnia - Reviewed Provisional Results For The Year Ended 31 March 2006

Release Date: 21/06/2006 08:00:02      Code(s): OMN
Omnia - Reviewed provisional results for the year ended 31 March 2006           
OMNIA HOLDINGS LIMITED                                                          
(Incorporated in the Republic of South Africa)                                  
Registration number: 1967 / 003680 / 06                                         
Share code: OMN & ISIN: ZAE000005153                                            
Reviewed provisional results for the year ended 31 March 2006                   
Condensed Consolidated Income Statements                                        
for the year ended 31 March 2006                                                
                                                          Restated              
                                      Reviewed             Audited              
R"000                                     2006      %         2005              
Revenue                              4 324 842      1    4 270 155              
Cost of sales                      (3 467 762)         (3 313 159)              
Gross profit                           857 080   (10)      956 996              
Operating expenses                   (567 874)      1    (559 537)              
Operating profit                       289 206   (27)      397 459              
Net finance cost                      (58 961)            (68 995)              
 Interest paid                        (69 666)            (65 947)              
 Interest received                      12 741               8 213              
Forex loss                            (2 036)             (5 284)              
 Forward cover cost on foreign               -             (5 977)              
borrowings                                                                      
Profit before taxation                 230 245   (30)      328 464              
Taxation                              (76 222)           (111 273)              
Net profit for the year                154 023   (29)      217 191              
Attributable to:                                                                
- Equity holders of the Company        153 695             216 774              
- Minority interest                        328                 417              
                                       154 023             217 191              
Basic earnings per share (cents)         353,2   (30)        507,7              
Fully diluted basic earnings per         347,0   (27)        478,5              
share (cents)                                                                   
Final dividend paid per share                                                   
(cents) in respect                                                              
of prior year                             78,0   (35)        120,0              
Interim dividend per share                                                      
(cents) declared in                                                             
respect of current year                   60,0                60,0              
Weighted average number of shares       43 509      2       42 699              
in issue ("000)                                                                 
Weighted average number of fully                                                
diluted                                                                         
shares in issue ("000)                  44 291              45 305              
Number of shares in issue               43 607              43 424              
Condensed Consolidated Balance Sheets                                           
as at 31 March 2006                                                             
                                                          Restated              
Reviewed             Audited              
R"000                                     2006      %         2005              
Assets                                                                          
Property, plant and equipment          642 333      6      608 816              
Intangible assets                      454 845             475 232              
Unlisted investments                         -                  60              
Deferred taxation                        3 737               5 263              
Non-current receivables                    350                   -              
Current assets                       1 397 231    (4)    1 453 680              
                                     2 498 496           2 543 051              
Equity and liabilities                                                          
Shareholders" equity                 1 019 756     11      921 894              
Deferred taxation                       87 684              83 891              
Non-current liabilities                 28 933   (70)       98 011              
Current liabilities                  1 362 123    (5)    1 439 255              
                                     2 498 496           2 543 051              
Net interest-bearing debt              302 703             372 993              
Net asset value per share (Rand)         23,38     10        21,23              
Directors" valuation of unlisted             -                  60              
shares                                                                          
Capital expenditure                                                             
Depreciation                            54 990              46 324              
Amortisation                            20 445              21 247              
Incurred                                92 612              87 798              
Authorised and committed                11 765              58 560              
Authorised but not contracted for      196 786              76 985              
Condensed Consolidated Cash Flow Statements                                     
for the year ended 31 March 2006                                                
Restated              
                                      Reviewed             Audited              
R"000                                     2006      %         2005              
Operating profit                       289 206   (27)      397 459              
Depreciation and amortisation           75 435              67 571              
Adjustment for non-cash items         (10 870)            (14 087)              
Finance costs                         (56 925)            (57 734)              
Taxation paid                         (82 760)           (123 069)              
Generated/(utilised) by working          1 324           (294 028)              
capital                                                                         
Generated/(utilised) by                215 410            (23 888)              
operations                                                                      
Dividends paid                        (60 460)            (44 227)              
Cash inflow/(outflow) from             154 950            (68 115)              
operating activities                                                            
Cash outflow from investing           (87 252)            (85 297)              
activities                                                                      
Cash outflow from financing          (147 048)            (64 818)              
activities                                                                      
Net decrease in cash                  (79 350)           (218 230)              
Net (overdraft)/cash at beginning    (196 568)              21 750              
of year                                                                         
Effects of exchange rate                   472                (88)              
movements                                                                       
Net overdraft at end of year         (275 446)           (196 568)              
Statement of Changes in Shareholders" Equity                                    
                    Ordinary                                                    
               Shareholders"                                                    
Equity                                                    
                      Stated      Other   Retained   Minority                   
R"000                capital   Reserves   earnings   interest        Total      
At 31 March           95 290   (15 538)    658 089      2 005      739 846      
2004 -                                                                          
restated                                                                        
Net profit for                             216 774        417      217 191      
the year                                                                        
Capitalisation                                                                  
award and                                                                       
ordinary              35 771              (53 722)                (17 951)      
dividends                                                                       
Decrease in                                                                     
foreign                                                                         
currency                                                                        
translation                     (3 208)                            (3 208)      
reserve                                                                         
Fair value                      (1 305)                            (1 305)      
loss on                                                                         
interest rate                                                                   
swap                                                                            
Share-based                       6 041                              6 041      
payment                                                                         
Preference                                                                      
shares                                                                          
converted into                                                                  
ordinary                                              (1 500)      (1 500)      
shares                                                                          
Ordinary              41 652              (40 152)                   1 500      
shares issued                                                                   
Preference                                              1 650        1 650      
shares issued                                                                   
Treasury               5 906                                         5 906      
shares sold                                                                     
Ordinary                                  (25 771)                (25 771)      
dividends paid                                                                  
Preference                                              (505)        (505)      
dividend                                                                        
At 31 March          178 619   (14 010)    755 218      2 067      921 894      
2005 -                                                                          
restated                                                                        
Net profit for                             153 695        328      154 023      
the year                                                                        
Decrease in                                                                     
foreign                                                                         
currency                                                                        
translation                     (4 353)                            (4 353)      
reserve                                                                         
Fair value                           84                                 84      
gain on                                                                         
interest rate                                                                   
swap                                                                            
Share-based                       6 448                              6 448      
payment                                                                         
Treasury               2 120                                         2 120      
shares sold                                                                     
Ordinary                                  (60 043)                (60 043)      
dividends paid                                                                  
Preference                                              (417)        (417)      
dividend                                                                        
At 31 March          180 739   (11 831)    848 870      1 978    1 019 756      
2006                                                                            
Other reserves                                                                  
                                                         2006        2005       
Reserves comprise of:                                                          
 Net discount arising on acquisition of shares          2 517       2 517       
of subsidiaries                                                                 
 Foreign currency translation reserve                (27 253)    (22 900)       
Hedging reserve                                        (306)       (390)       
 Capital redemption fund                                  200         200       
 Share-based payment reserve                           13 011       6 563       
                                                     (11 831)    (14 010)       
Segmental Analysis                                                              
For the year ended 31 March 2006                                                
                                                                 Restated       
                                         Reviewed                 Audited       
R"000                                        2006        %           2005       
Revenue, net of intersegmental          4 324 842        1      4 270 155       
sales                                                                           
 Chemicals                              2 103 394        9      1 923 612       
Mining                                   841 149       17        720 940       
 Agriculture                            1 380 299     (15)      1 625 603       
Operating profit                          289 206     (27)        397 459       
 Chemicals                                112 232     (11)        126 149       
Mining                                   129 442        8        120 061       
 Agriculture                               47 532     (69)        151 249       
NOTES                                                                           
Accounting policies                                                             
The condensed consolidated financial statements for the year ended 31 March 2006
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 consolidated financial statements 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
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 year ended
31 March 2006 are consistent with those applied for the restated year ended 31  
March 2005 in terms of IFRS.                                                    
Headline earnings                                                               
Headline earnings equals basic earnings.                                        
Hyperinflation                                                                  
The hyperinflation adjustments, as required by the accounting standard IAS 29 - 
Financial Reporting in Hyperinflationary Economies, result from the continued   
devaluation in the Zimbabwean Dollar. The most significant adjustment is an     
increase in gross profit for the year by R0,3 million (2005: R12,4 million      
reduction). The net impact of these hyperinflation adjustments to the group, is 
a net loss of R1,9 million (2005: R13,5 million loss).                          
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 year to 31 March 2006. In addition an interim dividend of 60 cents per  
share was declared on 24 November 2005 in respect of the current year.          
A final dividend of 85 cents per share was declared on 19 June 2006 bringing the
dividend for the year to 145 cents per share compared to 138 cents in respect of
the prior year.                                                                 
Review opinion                                                                  
The Group"s auditors, PricewaterhouseCoopers Inc., have reviewed the condensed  
consolidated financial information for the year ended 31 March 2006 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    
R17,1 million (2005: R17,6 million) within one year, R57,3 million (2005: R48,9 
million) between two and five years and R0,6 million (2005: R2,9 million) later 
than five years, giving a total of R75,0 million (2005: 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 SA GAAP and IFRS                                              
IFRS reconciliation of assets, liabilities and equity                           
                                                        Assets                  
                                                    Audited     Audited         
R"000                                     Note     01/04/04    31/03/05         
As previously                                                                   
reported under                                                                  
SA GAAP                                           2 105 843   2 502 892         
IFRS adjustments                                     32 055      40 159         
IFRS 2 - Share-                                                                 
based payments                               1                                  
IAS 12 -                                                                        
Income taxes                                 2          468       5 263         
IAS 16 - Revision of                                                            
estimated useful lives                                                          
of property, plant                                                              
and equipment                                3       31 587      34 896         
IAS 17 - Leases                              4                                  
IAS 38 -                                                                        
Intangible assets                            5                                  
Restated under IFRS                               2 137 898   2 543 051         
Liabilities               Equity                 
                              Audited     Audited    Audited    Audited         
R"000               Note     01/04/04    31/03/05   01/04/04   31/03/05         
As previously                                                                   
reported under                                                                  
SA GAAP                     1 388 309   1 605 661    717 534    897 231         
IFRS adjustments                9 743      15 496     22 312     24 663         
IFRS 2 - Share-                                                                 
based payments         1                                                        
IAS 12 -                                                                        
Income taxes           2          468       5 263                               
IAS 16 - Revision                                                               
of                                                                              
estimated useful                                                                
lives                                                                           
of property, plant                                                              
and equipment          3        9 090       9 827     22 497     25 069         
IAS 17 - Leases        4          185         406      (185)      (406)         
IAS 38 -                                                                        
Intangible assets      5                                                        
Restated under              1 398 052   1 621 157    739 846    921 894         
IFRS                                                                            
Reconciliation of income statement                                              
                                          Audited                               
31/03/2005                               
                                               as    Audited                    
                                       previously                               
                                         reported       IFRS     Audited        
under SA    adjust-  31/03/2005        
R"000                                        GAAP      ments    Restated        
Revenue                                 4 263 974      6 181   4 270 155        
Operating profit                          394 333     3 126*     397 459        
Net finance cost                         (57 734)   (11 261)    (68 995)        
Fair value on derivative instruments     (21 536)     21 536                    
Net monetary gain                          17 186   (17 186)                    
Profit before taxation                    332 249    (3 785)     328 464        
Taxation                                (111 368)         95   (111 273)        
Net profit for the year                   220 881    (3 690)     217 191        
Attributable to:                                                                
- Equity holders of the Company           220 464    (3 690)     216 774        
- Minority interest                           417          -         417        
                                          220 881    (3 690)     217 191        
* IFRS adjustments                                                              
IFRS 2 - Share-based payments                                   (6 041)         
IAS 17 - Leases                                                   (997)         
IAS 16 - Revision of estimated useful lives                                     
of property, plant and equipment                                  3 253         
IAS 1 - Forex losses reclassification                             5 284         
IAS 1 - Forward cover cost reclassification                       5 977         
IAS 1 - Fair value loss reclassification                       (21 536)         
IAS 1 - Net monetary gain reclassification                       17 186         
                                                                 3 126*         
Basis of preparation                                                            
This report has been prepared in accordance with International Financial        
Reporting Standards (IFRS). The Group 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 has applied the following exemptions in     
accordance with IFRS 1:                                                         
* 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. (Refer Note 1
below).                                                                         
* 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.                                       
* Exemption from restatement of comparatives for IAS 32 and IAS 39: The Group   
has elected to apply the exemption that allows it to apply the previous SA GAAP 
principles under AC 125 - Financial Instruments: Disclosure and Presentation and
AC 133 - Financial Instruments: Recognition and Measurement to derivatives,     
financial assets and financial liabilities and to hedging relationships for its 
comparative information relating to the financial year ended 31 March 2005. It  
therefore only applied IAS 32 and IAS 39 with effect from 1 April 2005. It is   
the Group"s opinion that there is no material difference between the application
of IAS 32 and IAS 39 and the SA GAAP standards AC 125 and AC 133 as it applies  
to the financial results of the Group as at 1 April 2005.                       
* Decommissioning liabilities included in property, plant and equipment: The    
Group has elected in terms of IFRS 1 not to apply the requirements of IFRIC 1 - 
Changes in Existing Decommissioning, Restoration and Similar Liabilities for    
changes in such liabilities that occurred before 1 April 2004.                  
* Assets and liabilities of subsidiaries, associates and joint ventures         
exemption: This exemption is not applicable, as the use of the exemption is made
at the level of the subsidiary, associate or joint venture that adopts IFRS     
later than its parent company.                                                  
* Insurance contracts exemption: The Group does not issue insurance contracts;  
this exemption is not applicable.                                               
* Fair value measurement of financial assets or liabilities at initial          
recognition: The Group has not applied the exemption offered by the revision of 
IAS 39 on the initial recognition of the financial instruments measured at fair 
value through profit and loss where there is no active market. This exemption is
therefore not applicable.                                                       
The Group has applied the following exceptions from retrospective application in
accordance with IFRS 1:                                                         
* Derecognition of financial assets and liabilities: The application of the     
exemption from restating comparatives for IAS 32 - Financial Instruments:       
Disclosure and Presentation and IAS 39 - Financial Instruments: Recognition and 
Measurement means that the Group"s effective date for these standards was 1     
April 2005. Financial assets and liabilities derecognised before 1 April 2005   
have not been re-recognised under IFRS.                                         
* Hedge accounting: On adoption of IFRS the Group is not allowed to designate a 
transaction as a hedge, if such transaction was not designated as a hedge and it
qualified for hedge accounting in terms of AC 133 under SA GAAP.                
* Estimates: Estimates under IFRS at 1 April 2004 are consistent with the       
estimates made at the same date under SA GAAP. The Group therefore did not      
adjust any estimates it had made under SA GAAP for information it received      
subsequent to the date of transition to IFRS.                                   
* Assets held for sale and discontinued operations: The Group has applied IFRS 5
- Non-current Assets Held for Sale and Discontinued Operations prospectively    
from 1 April 2005 to all non-current assets held for sale and/or discontinued   
operations.                                                                     
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 income statement.                            
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 granted,
recognised over the vesting period of the options.                              
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 included in 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. The opening balance sheet at 1 April 2004 as          
previously disclosed in the Group"s interim results at 30 September 2005 has    
been adjusted by R6,5 million following a more detailed review of the estimated 
useful lives. This has had the consequent impact on the deferred tax and        
depreciation charge.                                                            
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.                               
Note 6: IAS 1 - Presentation of financial statements                            
Various classifications of income statement items were changed to ensure a more 
relevant presentation of results as per the requirements of IAS 1. The Group now
presents an income statement using classifications based on the function of the 
expense.                                                                        
In the process of transition to IFRS, the Group identified instances where      
classifications were required between certain balance sheet items and between   
certain income statement items compared with the classifications that were      
previously represented under SA GAAP. These adjustments had a minor impact on   
the Group"s income statement and its net equity.                                
These reclassifications mainly related to:                                      
a) The presentation of expenses in applying the guidance in IAS 1, certain      
reclassifications were made between "revenue", "cost of sales", "operating      
expenses" and "finance costs".                                                  
b) Deferred tax assets and liabilities have been disclosed separately on the    
balance sheet.                                                                  
Certain presentation changes and reclassifications have been made to the Group"s
cash flow statement in order to present it on an IFRS basis.                    
The effect of new standards and interpretations which have been issued but which
are not yet effective will be disclosed in the annual report.                   
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.           
Commentary                                                                      
Introduction                                                                    
Omnia is a diversified and specialist chemical services company which provides  
customised solutions in the chemicals, mining and agriculture markets. The      
results for the year ended 31 March 2006 demonstrate the anticipated benefits   
resulting from an improved balance in the Group profile.                        
Omnia"s interim results announcement in November 2005 and the trading update of 
26 May 2006 indicated the sensitivity of the Group"s 2006 earnings to lower     
fertilizer sales and margins as well as reduced polymer margins.                
Fertilizer sales were adversely impacted by the significant maize stock overhang
in South Africa which resulted in prices being driven down to export parity     
levels, reaching lows of R536 per ton. This low maize price made it uneconomical
for farmers to plant, the result being that 45% fewer hectares were planted to  
maize than was the case in the previous year.                                   
However, in the financial period under review to 31 March 2006, Omnia continued 
to deliver on its strategy to diversify the Group and achieve a better balance  
between its interests in the Chemical, Mining and Agriculture businesses. This  
is demonstrated by the improving contribution made to operating profit by the   
Chemicals and Mining divisions, which collectively increased to 84% (2005: 62%).
The benefits of a more balanced profile of business interests has therefore to a
large extent shielded the Group from the full impact of the low fertilizer sales
and margins in the period under review.                                         
Financial review                                                                
The Group results are reported in accordance with International Financial       
Reporting Standards (IFRS). All comparatives have been restated in compliance   
with IFRS.                                                                      
Although revenue for the year increased marginally by 1% to R4 325 million      
(2005: R4 270 million) net profit declined by 29% to R154 million (2005: R217   
million). In line with previous announcements that such a reduction was to be   
expected, the earnings per share reduced to 353.2 cents per share (2005: 507.7  
cents per share).                                                               
Operating expenses net of other income, after the inclusion of a net monetary   
loss of R9 million (2005: R17 million gain) remained virtually static at R568   
million (2005: R560 million) but reduced by 3% to R559 million (2005:           
R577million) prior to such inclusion.                                           
The reduction in hectares planted to maize nationally together with a marked    
increase in raw material prices, particularly nitrogen products which increased 
to record highs in the period, exerted pressure on operating margins in the     
Agriculture business. The increase in nitrogen prices also depressed margins in 
the mining business. The overstocked position in the plastics industry at the   
beginning of the year, and the need to reduce high inventory levels in the face 
of falling polymer prices, resulted in a squeeze on operating margins in the    
Chemical division"s polymer business. Group operating margins consequently      
reduced to 6.7% in the period under review (2005: 9.3%).                        
With working capital levels similar to those that prevailed during the prior    
period, net interest paid remained virtually static, reducing by some 1% to R57 
million (2005: R58 million). Notwithstanding a reduction in earnings the Group  
generated R155 million in cash from its operating activities after dividend     
payments during the period under review, resulting in a reduction in the net    
interest bearing debt at 31 March 2006 to R303 million (2005: R373 million) and 
a related reduction in the debt: equity ratio to 29.7% (2005: 40.5%).           
The Group"s activities in Zimbabwe gave rise to a net monetary loss of R9       
million (2005: net monetary gain R17 million) which, when seen together with    
other related hyperinflation entries, translated into a net loss of R1,9 million
(2005: R13,5 million loss).                                                     
The cost of forward exchange contract transactions included in cost of sales and
not qualifying as hedges in terms of the requirements of IAS 39 - Financial     
Instruments: Recognition and Measurement - has reduced to R19 million (2005: R30
million) due to the lower levels of fertilizer and polymer imports. On the other
hand, the open forward exchange contracts and other financial instruments at    
31 March 2006 resulted in an unrealised loss of R2 million when marked to market
compared to an unrealised profit of R33 million for the comparable prior period.
Operational review                                                              
Chemicals                                                                       
The Chemicals division, Protea Chemicals, is the leading distributor of         
speciality, functional and effect chemicals in Southern Africa. It has a        
presence in virtually every sector of the chemical distribution market.         
Primarily due to volume growth, revenue increased by 9% to R2,1 billion (2005:  
R1,9 billion) but operating profit declined by 11% to R112 million (2005: R126  
million), reflecting reduced operating margins of 5.3% (2005: 6.6%). The        
division contributed 39% to Group operating profits (2005: 32%). The marked to  
market of open forward exchange contracts applicable to the chemical business at
31 March 2006 resulted in an unrealised net loss of R7 million (2005: R11       
million profit) thus negatively impacting on the margin comparison.             
Despite the strength of the local currency and its negative impact on Rand      
margins, the chemical business produced a satisfactory performance for the year.
However, the polymer business was impacted by its expensive and high level of   
opening stock in the face of falling plastics prices that prevailed for most of 
the period under review. Following action taken within Protea Chemicals, the    
polymer business returned to acceptable stock and margin levels towards the end 
of the financial period.                                                        
The restructuring of the business in the prior year has enabled Protea Chemicals
to take advantage of industry opportunities and to respond more efficiently to  
trends in market demand. This has allowed for further extraction of synergies   
and improved integration of business processes.                                 
Mining                                                                          
The Mining division is a market leader in blended bulk explosives formulations  
for surface mines, and manufactures packaged explosives for underground mines   
and specialised surface blasting. It also supplies blasting accessories and a   
complete range of mining chemicals.                                             
The division continued its volume growth, particularly in mining chemicals, both
locally and internationally, producing another year of outstanding financial    
results. Revenue increased by 17% to R841 million (2005: R721 million) and      
operating profit increased by 8% to R129 million (2005: R120 million),          
contributing 45% to Group operating profits (2005: 31%). Operating margins      
however decreased to 15.4% (2005: 16.7%) in the face of increasing raw material 
input costs.                                                                    
The strong performance of the Mining division during the year was achieved      
through capitalising on the growth in mining operations, supplying quality      
products and services at competitive prices and applying specialist knowledge to
the benefit of the customer.                                                    
The sales of Electronic Detonators increased significantly with sales more than 
doubling during the year. This was mainly due to:                               
* higher levels of field support;                                               
* technical enhancements made to the product and;                               
* the utilisation of the division"s internally developed blasting software      
package, which is used in conjunction with the Deltadet products to achieve     
optimal blast results.                                                          
However, the development of the new generation electronic detonator,            
Deltadet 3, has proceeded more slowly than planned. Sales volumes have grown    
significantly but development costs, which are written off as incurred, are     
still exceeding revenues. The new Deltadet product is unlikely to contribute    
positively to earnings before 2008. Product development is being continued      
because of its benefit to current operations as well as its exciting potential. 
Agriculture                                                                     
The Agricultural division produces and supplies granular, liquid and speciality 
fertilizers to individual farmers, co-operatives and wholesalers throughout     
South Africa, and increasingly sub-Saharan Africa, as well as to Madagascar,    
Australia and New Zealand.                                                      
A tough year had been anticipated for the fertilizer division. As previously    
reported, the maize stock overhang and depressed price forced South African     
farmers to cut back on hectares planted to maize with the resultant significant 
reduction in fertilizer volumes. Revenue in this division declined to R1,4      
billion (2005: R1,6 billion) and operating profit decreased by 69% to R48       
million (2005: R151 million) as operating margins fell to 3.4% (2005: 9.3%).    
Four main factors influenced the operating performance of the division:         
* the reduced sales volumes in the industry led to aggressive pricing;          
* the environment of increasing commodity raw material prices continued,        
resulting in a squeeze on Rand margins;                                         
* the marked to market of open forward exchange contracts resulted in an        
unrealised loss of R6 million whereas the comparable item in the prior period   
had resulted in a profit of R6 million; and                                     
* the effect of the persistently strong Rand led to reduced margins in the      
export markets.                                                                 
Prospects                                                                       
The continued strength of the Rand has exerted pressure on the manufacturing    
sector and there has been a noticeable decline in the manufacture of components 
which can be imported more economically, especially from Asia. This has had an  
impact on the consumption of input chemicals.                                   
Notwithstanding this decline, Protea Chemicals continues to grow its volumes,   
finding new applications in the process and is well positioned to embrace growth
opportunities and deliver an enhanced value proposition.                        
The continued strong growth in world mineral demand is beneficial for the       
explosives and mining chemical markets and even after taking into account the   
continued costs of further detonator development, continued real growth should  
be achieved. There is significant potential for the Mining Division"s future    
growth into Africa and renewed focus and energy will be directed at taking      
advantage of the opportunities that arise from the division"s presence in       
Africa.                                                                         
Ongoing errors in crop estimates led to an overstatement of the maize crop to be
harvested in the previous 2004/2005 planting season. Many farmers were          
discouraged from planting maize with the result that the country will probably  
end the season with little or no maize stockpile. Thus the demand for fertilizer
should return to normal levels in the forthcoming season. In addition the       
excellent rainfall has resulted in underground water, soil moisture and dam     
levels being at unprecedented levels. This environment should impact favourably 
on the fertilizer business and the Group as a whole in the period going forward.
The division has a strong position in Zimbabwe and Zambia, and Angola is        
considered a growth opportunity with the prospect of more tonnage being sold.   
The Group has largely adapted to operating at an exchange rate of R6 to the US  
dollar. A weaker Rand will have a positive impact on the Group"s performance.   
Notwithstanding the reduced earnings for the year under review the Group is in  
line with its five year management target after the second year.                
The Group has embarked on a number of innovative projects that will             
significantly impact on improved logistical and raw material efficiencies as    
well as environmental improvements. These will lead to increased sales including
benefits from greenhouse gas reductions. In addition Omnia remains focused on   
balancing the Group"s risk profile and pursuing new growth opportunities, both  
nationally and internationally.                                                 
Dividend                                                                        
The Board is pleased to announce that it has declared a final dividend of 85    
cents in respect of shareholders recorded in the register on Friday 14 July     
2006. This final dividend brings the dividend for the full year ended 31 March  
2006 to 145 cents (after inclusion of the interim dividend of 60 cents per      
share) compared to the 138 cents paid in respect of the prior period.           
The last day to trade in the company"s shares cum dividend will be Friday 7 July
2006. The shares will commence trading ex dividend on Monday 10 July 2006 and   
the record date will be Friday 14 July 2006. The payment date will be Monday 17 
July 2006. Share certificates may not be dematerialised or rematerialised       
between Monday 10 July and Friday 14 July 2006, both dates inclusive.           
NJ CROSSE                RB HUMPHRIS                                            
Chairman                 Managing Director                                      
Bryanston                                                                       
21 June 2006                                                                    
NJ Crosse (Chairman), FD Butler, DL Eggers* (Group Finance Director), NKH Fitz- 
Gibbon*, RB Humphris* (Group Managing Director), Prof SS Loubser, 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                                                  
www.omnia.co.za                                                                 
Date: 21/06/2006 08:00:36 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
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