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Omn - Omnia - Reviewed Provisional Results For The Year Ended 31 March 2010

Release Date: 09/06/2010 07:45:02      Code(s): OMN
OMN - Omnia - Reviewed provisional results for the year ended 31 March 2010     
OMNIA HOLDINGS LIMITED                                                          
(Incorporated in the Republic of South Africa)?                                 
Registration number 1967/003680/06                                              
JSE code OMN?ISIN ZAE000005153                                                  
("Omnia" or "the Group")                                                        
REVIEWED PROVISIONAL RESULTS FOR THE YEAR ENDED 31 MARCH 2010                   
OMNIA REMAINS STRATEGICALLY POSITIONED TO BENEFIT FROM CHANGING MARKET DYNAMICS 
MAJOR FEATURES:                                                                 
REVENUE DOWN 21% TO R8,8 BILLION                                                
PROFIT FOR THE year R58 MILLION                                                 
(2009: PROFIT R491 MILLION)                                                     
BASIC EARNINGS PER SHARE 122,0 CENTS                                            
(2009: 1 097,1 CENTS PER SHARE)                                                 
STRONG CASH GENERATION OF R1 BILLION                                            
(2009: R143 MILLION UTILISED)                                                   
PLANNED R1,4 BILLION INVESTMENT IN SECOND NITRIC ACID COMPLEX THROUGH EQUITY    
CAPITAL RAISING AND DEBT                                                        
KEY DRIVERS:                                                                    
DOWNWARD VALUATION OF INVENTORY                                                 
NEGATIVE MARKET IMPACTS                                                         
23% STRENGTHENING OF THE RAND AGAINST US DOLLAR SINCE MARCH 2009                
CONDENSED CONSOLIDATED INCOME STATEMENT                                         
for the year ended 31 March 2010                                                
                                            Reviewed                 Audited    
Rm                                           2010        %            2009      
Continuing operations                                                           
Revenue                                       8 827      (21)          11 111   
Cost of sales                                (7 438)     (18)         (9 045)   
Gross profit                                  1 389      (33)          2 066    
Other operating income                        77         157           30       
Administrative expenses                      (487)       (11)         (546)     
Distribution expenses                        (674)       5            (639)     
Other expenses                               (26)        (24)         (34)      
Operating profit                              279        (68)          877      
Finance cost                                 (217)       6            (205)     
Finance income                                44         8             41       
Share of profit of associates                 3                        5        
Profit before taxation                        109        (85)          718      
Taxation                                     (51)                     (227)     
Net profit for the year                       58         (88)          491      
Attributable to:                                                                
- Equity holders of the Company               56                       491      
- Minority interest                           2                       -         
                                            58                        491       
Basic earnings per share (cents)              122,0      (89)          1 097,1  
Fully diluted basic earnings per share        121,7      (88)          1 052,7  
(cents)                                                                         
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                        
for the year ended 31 March 2010                                                
                                                        Reviewed    Audited     
Rm                                                       2010        2009       
Profit for the year                                       58          491       
Other comprehensive income, net of tax                                          
Movement in foreign currency translation reserve         (228)        127       
Movement in cash flow hedge                              (8)         -          
Total comprehensive (loss)/income for the period         (178)        618       
attributable to:                                                                
Equity holders of the Company                            (180)        618       
Minority interest                                        2           -          
                                                        (178)        618        
CONDENSED CONSOLIDATED CASH FLOW STATEMENT                                      
for the year ended 31 March 2010                                                
Reviewed    Audited     
Rm                                                       2010        2009       
Operating profit                                          279         877       
Depreciation and amortisation                             142         122       
Adjustment for non-cash items                             101         54        
Generated/(utilised) by working capital                   805        (744)      
                                                         1 327       309        
Interest paid                                            (217)       (210)      
Interest received                                         44          41        
Taxation paid                                            (111)       (283)      
Generated/(utilised) by operations                        1 043      (143)      
Cash outflow from investing activities                   (464)       (257)      
Cash inflow from financing activities                     180         389       
Dividends paid                                           (40)        (96)       
Net increase/(decrease) in cash                           719        (107)      
Net overdraft at beginning of year                       (214)       (103)      
Effects of exchange rate movements                        3          (4)        
Net cash/(overdraft) at end of year                       508        (214)      
CONDENSED CONSOLIDATED BALANCE SHEET                                            
as at 31 March 2010                                                             
Reviewed                  Audited    
Rm                                          2010         %            2009      
Assets                                                                          
Non-current assets                           1 944       15            1 686    
Property, plant and equipment                1 295       16            1 114    
Intangible assets                            537         4             517      
Available-for-sale financial assets          19                        1        
Investments in associates                    84          110           40       
Deferred income tax assets                   9           (36)          14       
                                                                                
Current assets                               3 243       (20)          4 071    
Inventories                                 1 315        (45)          2 391    
Trade and other receivables                 1 365        (10)          1 521    
Cash and cash equivalents                    563         254           159      
                                                                                
Total assets                                 5 187                     5 757    
EQUITY                                                                          
Equity attributable to owners                1 973       (8)           2 139    
of the company                                                                  
Stated capital                               318         58            201      
Treasury shares                             (8)                       (11)      
Other reserves                               54          (81)          286      
Retained earnings                           1 609        (3)          1 663     
Minority interest in equity                 (2)                        (2)      
Total equity                                 1 971                     2 137    
                                                                                
Liabilities                                                                     
Non-current liabilities                      885         12            789      
Interest-bearing borrowings                 804          20            670      
Deferred income tax liabilities             80           (32)          118      
Provisions                                  1                          1        
                                                                                
Current liabilities                          2 331       (18)          2 831    
Trade and other payables                    2 166        (9)           2 370    
Current portion of interest-bearing         108          59           68        
borrowings                                                                      
Current income tax liabilities              2            (90)          20       
Bank overdrafts                             55           (85)          373      
                                                                                
Total liabilities                            3 216                     3 620    
Total equity and liabilities                 5 187                     5 757    
Net interest-bearing debt                    404                       952      
Net asset value per share (Rand)             42,40                     47,69    
                                                                                
Capital expenditure                                                             
Depreciation                                 119                       101      
Amortisation                                 23                        21       
Incurred                                     385                       258      
Authorised and committed                     9                         9        
Authorised but not contracted for            420                       91       
RECONCILIATION OF HEADLINE EARNINGS                                             
                                                        Reviewed    Audited     
Rm                                                       2010        2009       
Net profit for the year attributable to ordinary          56         491        
shareholders                                                                    
Loss on disposal of fixed assets                         1           -          
Impairment of assets                                     -            3         
Headline earnings                                        57          494        
HEADLINE EARNINGS                                                               
Headline earnings are 124,2 cents per share (2009: 1 103,8 cents per share)     
Diluted headline earnings are 123,8 cents per share (2009: 1 059,1 cents per    
share)                                                                          
STATEMENT OF CHANGES IN SHAREHOLDERS` EQUITY                                    
as at 31 March 2010                                                             
Ordinary shareholders` equity                                   
                            Trea-     Other    Re-tained   Mino-                
                                                      rity                      
Rm               Stated      sury      re-      earn-ings   inte-    Total      
capital     shares    serves              rest                   
At 31 March 2008  201        (13)       127      1 268      (2)       1 581     
Recognised                                                                      
income and                                                                      
expenses                                                                        
Net profit for                                   491                  491       
the year ended                                                                  
31 March 2009                                                                   
Increase in                             127                           127       
foreign currency                                                                
translation                                                                     
reserve                                                                         
Share-based                             32                            32        
payment reserve                                                                 
Transactions                                                                    
with                                                                            
shareholders                                                                    
Treasury shares               2                                       2         
sold                                                                            
Ordinary                                        (96)                 (96)       
dividends paid                                                                  
At 31 March 2009  201        (11)       286      1 663      (2)       2 137     
Recognised                                                                      
income and                                                                      
expenses                                                                        
Net profit for                                   56          2        58        
the year ended                                                                  
31 March 2010                                                                   
Decrease in                            (228)                         (228)      
foreign currency                                                                
translation                                                                     
reserve                                                                         
Share-based                             49                            49        
payment reserve                                                                 
Cash flow hedge                        (8)                           (8)        
Transactions                                                                    
with                                                                            
shareholders                                                                    
Ordinary shares   91                   (45)     (44)        (2)      -          
issued in                                                                       
respect of 3rd                                                                  
partnership                                                                     
scheme with                                                                     
management                                                                      
Capitalisation    26                            (26)                 -          
award                                                                           
Treasury shares               3                                       3         
sold                                                                            
Ordinary                                        (40)                 (40)       
dividends paid                                                                  
At 31 March 2010  318        (8)        54       1 609      (2)       1 971     
                2010        2009                                                
OTHER RESERVES                                                                  
Reserves                                                                        
comprise of:                                                                    
Share-based       81          77                                                
payment reserve                                                                 
Foreign currency  (22)        206                                               
translation                                                                     
reserve                                                                         
Cash flow hedge   (8)        -                                                  
Net discount      3           3                                                 
arising on                                                                      
acquisition of                                                                  
shares of                                                                       
subsidiaries                                                                    
                 54          286                                                
SEGMENTAL ANALYSIS                                                              
for the year ended 31 March 2010                                                
                                                                                
                                                Reviewed             Audited    
Rm                                               2010         %       2009      
Revenue, net of intersegmental sales              8 827       (21)     11 111   
Chemicals                                         3 340       (26)     4 528    
Mining                                            1 776       (16)     2 111    
Agriculture                                       3 711       (17)     4 472    

Operating profit                                  279         (68)     877      
Chemicals                                         152         (23)     198      
Mining                                            212         (21)     269      
Agriculture                                      (85)         (121)    410      
Notes                                                                           
Accounting policies                                                             
The condensed consolidated financial statements for the year ended 31 March     
2010 were prepared in accordance with International Financial Reporting         
Standards (IFRS), IAS 34 - Interim Financial Reporting, the AC500 standards as  
issued by the accounting practices board and in compliance with the Listings    
Requirements of the JSE Limited. 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 2010 are consistent with those applied for the year ended 31     
March 2009, except for the adoption of IAS 1 Revised and IFRS 8 which have no   
impact on the results but require additional disclosure.                        
Dividends                                                                       
A final dividend of 150 cents per share was declared on 18 June 2009 in respect 
of earnings of the previous financial year. This dividend is reflected in the   
current year to 31 March 2010.                                                  
Commitments                                                                     
The future minimum lease payments under non-cancellable operating leases are    
R20 million (2009: R17 million) within one year and R79 million (2009: R22      
million) between two and five years and R9 million (2009: R1 million) beyond    
five years, giving a total of R108 million (2009: R40 million).                 
Goodwill                                                                        
An annual impairment test on the balance of goodwill has been performed at 30   
September 2009. No impairment loss has occurred.                                
Review opinion                                                                  
The Group`s auditors, PricewaterhouseCoopers Inc., have reviewed the condensed  
consolidated financial information for the year ended 31 March 2010 contained   
in this report. The review opinion is available for inspection at the Group`s   
registered office during normal business hours.                                 
ADDITIONAL INFORMATION                                                          
Reviewed    Audited     
Rm                                                       2010        2009       
Final dividend paid per share (cents) in respect of       150         117       
prior year*                                                                     
Interim dividend declared per share (cents) in respect                          
of                                                                              
current year                                             -            100       
Weighted average number of shares in issue (`000)         45 904      44 755    
Weighted average number of fully diluted shares in        46 027      46 643    
issue(`000)                                                                     
Number of shares in issue (`000)                          46 491      44 809    
INTRODUCTION                                                                    
Omnia is a diversified, specialist chemical services provider with business     
interests balanced across chemical, mining and agricultural markets. The        
Group`s business model, which leverages its intellectual capital and            
technology, differentiates it from commodity chemical companies.                
The Group`s three business clusters (chemical, mining and agriculture) continue 
to provide valued, customised solutions built on a continually expanding        
knowledge base. Omnia`s business model places it at the forefront of the        
chemical services industry and involves uniquely matching customer needs to     
product innovation and application expertise to add extraordinary value to its  
customer`s businesses.                                                          
MARKET CONDITIONS                                                               
Omnia`s year end results announcement in June 2009 and the interim results      
announcement in November 2009, indicated the sensitivity of the Group`s         
earnings to declining commodity prices and the strengthening of the rand.       
In the previous financial year, as a consequence of the buying pattern changes  
which brought abnormally high demand from agriculture in the first six months,  
the second half of the previous financial year saw significantly reduced sales  
levels. The Group was thus left holding substantial fertilizer stocks at the    
March 2009 year end. The decline in commodity prices which started during the   
latter part of the 2009 financial year continued into the current year and,     
combined with the effect of further rand strength, necessitated a R350 million  
write down in the value of fertilizer inventory by the September interim stage. 
Commodity prices continued their downward spiral into the second half of the    
year, when the peak fertilizer season normally occurs, while the rand also      
continued to strengthen.                                                        
The combined effect of the decline in commodity prices, rand strength and lower 
levels of economic activity arising from conditions of global recession, led to 
all three divisions facing challenges from a combination of softer volumes,     
pricing pressures and weaker export prices. The inevitable reduction in         
earnings that came about is amplified by the comparison with the unprecedented  
buoyant market conditions that prevailed in the previous 2009 financial year.   
The continuing strong rand remains one of the major contributors to the weaker  
financial performance of the Group in the short term, impacting negatively on   
each of the three business divisions - chemicals, mining and agriculture. This  
rand strength is also having a negative impact on the Group`s customers,        
particularly those in the Chemical Division, who find themselves in turn        
uncompetitive in export markets and having to compete with cheap imported       
finished goods in the domestic market.                                          
Although there has been an improvement in volume sales in the second half of    
the 2010 financial year, the persistent strength of the rand, the stock write-  
downs and a share based payment charge of R41 million relating mainly to the    
two new share participation plans implemented in January 2010 has resulted in   
Group earnings for the year reaching only R58 million (2009: R491 million).     
FINANCIAL REVIEW                                                                
Revenue for the year fell by 21% to R8,8 billion                                
(2009: R11,1 billion) and, after the initial downward stock adjustment of R350  
million and further downward price movements, net profit for the year declined  
by 88% to R58 million                                                           
(2009: R491 million). Included in revenue is an amount of                       
R50 million from the sale of the first tranche of 400 000 Carbon Credits. Net   
production costs for these carbon credits amounted to R7 million.               
A loss of profits claim in respect of a plant failure in the prior year         
amounting to R32 million is included in the R77 million Other Operating Income. 
Administrative expenses reduced by 11% to R487 million                          
(2009: R546 million) while selling and distribution expenses increased by 5% to 
R674 million (2009: R639 million).                                              
Finance costs of R217 million (2009: R205 million) comprise interest paid,      
foreign exchange gains or losses and forward cover costs. A combination of      
lower interest rates and lower values of working capital needing to be funded   
resulted in interest charges reducing by 12% to R185 million (2009: R210        
million) while exchange rate losses on foreign bank accounts of R23 million     
occurred (2009: R5 million gain).                                               
Profits were impacted by non-deductible tax items comprising amongst other      
things mainly non-cash share based payments of R41 million, and a further R32   
million incurred in non-tax deductible interest from funding the acquisition of 
shares in Zetachem, which resulted in the effective charge for taxation to be   
high at 47%.                                                                    
Stated Capital increased by R117 million to R318 million following the issue of 
shares to management in terms of the third partnership with management scheme,  
the five year target to financial year end 2009 having been achieved, as well   
as the capitalisation award that took place during the year. With the           
strengthening of the rand the Foreign Currency Translation Reserve needed to be 
adjusted negatively by R228 million, this being the main reason for the         
reduction in Other Reserves to R54 million (2009: R286 million) and thus also   
the main reason for the                                                         
R166 million reduction in Total Equity to R1 971 million                        
(2009: R2 137 million).                                                         
Intangible assets increased by R20 million following the acquisition of         
Petroleum Fine Products, a producer of basic personal care ingredients,         
petroleum jelly and technical oil, and the capitalisation of ERP implementation 
costs. Mainly as a result of entering into a joint venture with Nalco, a world  
leader in water treatment activities, as announced on 28 January 2010,          
investments in associates grew by R44 million to R84 million (2009: R40         
million).                                                                       
Resulting from the reduction in commodity prices and the relatively high        
carryover inventory from the previous year, net working capital reduced by 67%  
to R514 million                                                                 
(2009: R1 542 million) contributing significantly to the cash generation from   
operations of R1 043 million (2009: R143 million utilised) as reflected in the  
cash flow statement.                                                            
Cash outflow from investing activities increased by 81% to                      
R464 million (2009: R257 million) of which R309 million represents the net      
investment in Property Plant and Equipment with the balance being mainly        
corporate activity from the acquisition of Petroleum Fine Products and Protea   
Polymers Eastern Africa, and the JV with Nalco.                                 
Arising from the excellent cash generation, net interest bearing debt has       
reduced to R404 million (2009: R952 million) resulting in a debt:equity ratio   
of 20% compared to the 45% that prevailed at the end of the prior year.         
Non-current interest bearing borrowings have increased by a net R134 million to 
R804 million (2009: R670 million) with the injection of term loans following    
the ExecCo (Nanotron) and Sakhile II transactions relating to management and    
staff participation plans that were approved by shareholders on                 
11 December 2009.                                                               
OPERATIONAL REVIEW                                                              
CHEMICALS                                                                       
Protea Chemicals is the leading distributor of speciality, functional and       
effect chemicals in southern Africa with an established presence in every       
sector of the chemical distribution market.                                     
The Chemical Division was impacted by the global financial crisis and, as in    
the case of the Agriculture Division, was impacted by both a drop in product    
prices as well as the strength of the rand. These phenomena were already        
evident towards the end of the 2009 financial year and continued more acutely   
into the current year causing an R18 million negative stock adjustment to be    
made in the year under review. The strength of the rand also had a negative     
impact on Protea Chemicals` customers who became uncompetitive in the           
production of their goods with the consequence that volumes sold to these       
customers in the 2010 financial year were some 16% below those of the previous  
year.                                                                           
Revenue contracted by 26% to R3,3 billion (2009 : R4,5 billion) with a          
concomitant reduction in operating profit of 23% to R152 million (2009: R198    
million). The operating profit margin has however been maintained at 4.5%.      
MINING                                                                          
The global financial crisis also impacted on the Mining Division which saw the  
price of explosives - the main ingredient of which is ammonium nitrate - rise   
in the first half of FY2009 and then drop dramatically in the latter half of    
that year, back to levels that prevailed some two years ago. As mentioned the   
strength of the rand also impacted mining negatively.                           
Revenue reduced by 16% to R1,8 billion (2009: R2,1 billion) the main driver     
being the reduction in prices compared to those that prevailed during the       
previous financial year. Volumes declined only marginally.                      
Operating profit, at R212 million (2009: R269 million), is 21% below that of    
the extraordinary 2009 year with the operating margin declining marginally from 
12.7% for the year ended March 2009 to 11,9% for the year under review.         
Under the circumstances the Mining Division has performed well.                 
AGRICULTURE                                                                     
As expected volumes improved notably in the South African domestic market by    
23%, over those of the comparable prior year period when an abnormal and        
subdued buying pattern developed amongst the Group`s farming customers, as a    
consequence of the exceptionally high fertilizer prices that prevailed during   
the first half of the prior financial year. However the subsequent significant  
35% reduction in average fertilizer selling prices caused revenue in this       
division to fall by 17% to R3,7 billion (2009: R4,5 billion).                   
The inventory write down of R350 million prior to the September interim period  
was the main cause for the Division to show an operating loss of R85 million    
for the period (2009: R410 million profit). However commodity prices continued  
to fall beyond the September half year and into the peak summer season, while   
the rand also continued to strengthen necessitating a further R16 million       
adjustment to inventories. The increase in sales volumes of the high priced     
carry-over stocks was not sufficient to overcome the combination of falling     
prices and rand strength. The result is that as occurred in 2009 the second     
half year has again not reflected the traditionally higher earnings within the  
Fertilizer Division when compared with the first half.                          
Some seven years from its inception there is still nothing further to report on 
the investigation by the Competition Commission into alleged collusive          
practices in the fertilizer industry. Rebuttal of the alleged conduct made      
against Omnia has not only brought with it significant legal costs but has also 
occupied an enormous amount of Group management time.                           
PROSPECTS                                                                       
Commodity prices have settled at realistic levels, gradually increasing in the  
light of continued supply and demand dynamics.                                  
A prolonged 14 month period of negative manufacturing output came to an end in  
July 2009 with positive statistics evident since then. This augurs well for the 
Chemicals Division in particular although a persistently strong rand will       
negate much of the benefit that should otherwise flow from the upturn in        
manufacturing.                                                                  
The Mining Division has shown steadily improved results in the last few months  
of the current financial year as demand for platinum, copper, iron ore and      
other commodities increased while coal continued to be in high demand. Although 
the start has been slow, uranium mining activity is also set to increase.       
Management is confident of achieving growth in this Division in the forthcoming 
year.                                                                           
The current agricultural environment, with its focus on biofuels, should        
continue to favour the fertilizer industry and the Group. As previously         
indicated, by increasing "Nitrophos" production the Agriculture Division will   
be provided with the opportunity of further optimising raw material costs with  
the benefit of increasing the division`s operating margins. In addition, the    
Agriculture Division`s strong position in Africa bodes well for future growth   
and the prospect of increased tonnage being sold.                               
Shareholders were originally informed on 23 October 2008 that the board was     
examining the possibility of Omnia erecting a second nitric acid complex to     
alleviate the growing shortage of raw materials, particularly for its growing   
mining division. Feasibility studies were undertaken and the board has approved 
a R1,4 billion investment and a R1 billion equity raising program in the form   
of a specific issue of shares for cash and a claw back and rights offer.        
This is a milestone investment for the Group and in the development of South    
African capacity to produce nitric acid and ammonium nitrate by bringing world  
class technology to local shores. It is one of Omnia`s biggest investment to    
date in South Africa and demonstrates the Group`s commitment to South Africa`s  
agriculture and mining sectors, as well as its conviction about the strength of 
the growth opportunities in these businesses. While the investment will create  
a critical growth path, it is also a major step in ensuring security and        
continuity of uninterrupted supply for the Group`s explosives and fertilizer    
businesses.                                                                     
The nitric acid complex is to be developed adjacent to Omnia`s existing plant,  
which for some time has operated at capacity and will produce some 1,000 tons   
per day, which equates to 140% of the existing plant`s capacity. It is          
estimated that it will generate internal cost savings of approximately R280     
million per annum (operating at 60% capacity level).                            
The R1 billion fully subscribed equity capital raising, which is a clear vote   
of confidence by Omnia shareholders, will be complimented by a combination of   
internally generated funds and project finance. This structure leaves Omnia     
with a strong balance sheet to finance suitable growth opportunities as they    
arise whilst also safeguarding against further volatility in world financial    
markets, thereby significantly reducing the financial risks associated with     
embarking on a project of this nature.                                          
DIVIDENDS                                                                       
Given the need to raise capital for the abovementioned expansion the board has  
decided not to propose a dividend for the year.                                 
NJ CROSSE Chairman  RB HUMPHRIS Managing Director                               
Bryanston                                                                       
9 June 2010                                                                     
Directors                                                                       
NJ Crosse (Chairman), FD Butler, DL Eggers* (Group Finance Director), NKH Fitz- 
Gibbon*, R Havenstein, HH Hickey, RB Humphris* (Group Managing Director), Prof  
SS Loubser, Dr WT Marais,                                                       
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                                                            
Link Market Services South Africa (Pty) Ltd                                     
11 Diagonal Street, Johannesburg 2001                                           
PO Box 4844, Johannesburg 2000                                                  
Sponsor                                                                         
One Capital                                                                     
Date: 09/06/2010 07:45:01 Supplied by www.sharenet.co.za                     
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