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Rolfes Holdings Limited - Abridged Audited Consolidated Results For The Year Ended 30 June 2012

Release Date: 17/09/2012 07:05:00      Code(s): RLF     

ROLFES HOLDINGS LIMITED
(formerly Rolfes Technology Holdings Limited)
(Registration number 2000/002715/06)
Share Code: RLF
ISIN: ZAE0000159836
(?Rolfes? or ?the Group?)

www.rolfesza.com

ABRIDGED AUDITED CONSOLIDATED RESULTS FOR THE YEAR ENDED 30 JUNE
2012

Highlights

*   Turnover increased by 38, 1%
*   EBITDA increased by 40, 0% to R75, 9 million (June 2011: R54,
    2 million.
*   Headline earnings at 36,1 cents per share and earnings per
    share at 36,2 cents per share increased by 15, 7% and 15, 3%
    respectively.
*   Agchem and Amazon acquisitions successfully integrated.

ABRIDGED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June
                                                2012         2011
                                               R?000        R?000
ASSETS
Non-current assets                           150 775       97 526
Plant and equipment                           52 398       37 352
Property                                      29 226       27 816
Intangible assets                             69 151       32 358

Current Assets                                  290 190   179 582
Inventories                                     170 251    94 953
Trade and other receivables                     112 596    74 454
Short term loans                                  3 783         -
Cash and cash equivalents                             -     4 833
Tax asset                                             -       636
Value Added Tax asset                             3 560     4 706

Total assets                                    440 965   277 108

EQUITY AND LIABILITIES
Capital and reserves                            213 982    162 291
Share capital                                     1 036      1 036
Treasury shares                                    (868)      (868)
Share premium                                    28 603     28 603
Retained income                                 157 094    131 327
Revaluation reserve                               2 193      2 193
Equity holders of the parent                    188 058    162 291
Non-Controlling interest                      25 924             -

Non-current liabilities                       71   145      23 830
Contingent liability                           6   191           -
Interest-bearing liabilities                  46   757       8 688
Deferred tax liability                        14   854      11 799
Provision                                      3   343       3 343

Current liabilities                          155 838        90 987
Trade and other payables                     114 328        82 947
Short term liabilities                        15 404             -
Current portion of interest-bearing
  liabilities                                 20 678         7 213
Cash and cash equivalents                      1 833             -
Financial liability                              231           184
Tax liability                                  2 299             -
Provisions                                     1 065           643

Total equity and liabilities                 440 965       277 108

ABRIDGED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June

                                                2012          2011
                                               R?000         R?000
Revenue                                      636 172       460 699
Cost of sales                               (508 970)     (373 675)
Gross profit                                 127 202        87 024
Other operating income                        10 112         4 075
Operating expenses                           (68 793)      (41 531)
Operating profit before interest              68 521        49 568
Interest paid and finance charges             (9 068)       (3 780)
Income from investments                          555            40
Net profit before taxation                    60 008        45 828
Tax expenses                                 (17 116)      (13 497)
Profit for the year                           42 892        32 331
Total comprehensive income for the year       42 892        32 331

Attributable to:
Equity holders of the parent                  37 268        32 331
Minority interest                              5 624             -

Attributable to:
Continuing operations                         42 892        32 331

Reconciliation of headline earnings
Attributable profit                           37 268        32 331
Adjusted for the after-tax effect of:
Gain from sale of fixed asset                    (55)         (171)
Headline earnings                             37 213        32 160

Earnings per share (cents)
- Basic                                         36,2          31,4
- Headline                                      36,1         31,2
- Diluted                                       36,2         31,4
- Diluted headline                              36,1         31,2

ABRIDGED CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 June
                                                    2012         2011
                                                   R?000        R?000
Cash flow generated from
  operating activities                            63 753       40 311
Finance income                                       555           40
Finance cost                                      (9 068)      (3 780)
Tax paid                                          (9 963)     (10 609)
Dividends paid                                   (10 684)     (10 360)
Cash flow utilised in
  investing activities                           (70 464)      (3 437)
Cash flow generated from / (utilised in)
  financing activities                           29 205       (13 459)
Cash shortfall for the year                      (6 666)       (1 294)
Cash and cash equivalents
? beginning of the year                            4 833        6 127
Cash and cash equivalents
? end of the year                                (1 833)        4 833

ABRIDGED CONSOLIDATED GROUP STATEMENTS OF CHANGES IN EQUITY
for the year ended 30 June
                                                2012          2011
                                               R?000         R?000
Opening balance                              162 291       140 320
Recognition of non-controlling interest       21 733             -
Total comprehensive income for the year       42 892        32 331
Dividends paid                               (10 684)     (10 360)
Purchase of subsidiary                        (2 250)            -
Balance at the end of the year               213 982       162 291

SEGMENTAL ANALYSIS
for the year ended 30 June
                              Gross Operating               Liabili-
                 Revenue     profit    profit     Assets        ties
                   R?000      R?000     R?000      R?000       R?000
2012
Industrial
Chemicals        178 429     27 555    16 288     92 705     71 559
Mining and Water
Chemicals         45 199     11 754     8 107     54 067     23 984
Colour Chemicals 289 900     50 672    25 575    194 330     96 740
Agri-cultural
Chemicals        120 021     38 710    23 019    100 768     42 387
Other              2 623     (1 489)   (4 468)    37 187      7 882
Elimination of
  intergroup
  items
  and other            ?         ?        ?     (38 092)    (15 569)
Total            636 172   127 202   68 521     440 965     226 983

2011
Industrial
Chemicals        131 431   21 175    12 197     67 170     49 440
Mining and Water
Chemicals         41 387   11 577     7 901     48 713    23 222
Colour Chemicals 285 675   52 214    31 686    130 644    49 502
Other              2 206    2 058    (2 216)    30 776    (7 147)
Elimination of
  intergroup
  items
  and other            ?        ?         ?       (195)      (200)
Total            460 699   87 024    49 568    277 108    114 817


The basis of preparation of the segmental analysis, include
certain   intercompany transactions being   eliminated  in  the
respective segmental results in the current and previous year?s
reporting.

COMMENTARY
GROUP OVERVIEW
We are pleased to have delivered on our commitment for continued
growth in a particularly interesting but challenging year. Revenue
increased by 38, 1% to R636, 2 million (June 2011: R 460, 7
million). Overall gross margins and volumes improved, and EBITDA
increased to R75, 9 million (June 2011: R54, 2 million). The 15,
7% increase in headline earnings per share to 36, 1 cents was
lower than initially budgeted.

The Agchem Group and Amazon Colours acquisitions contributed
positively to the results for eight months from 1 November 2011.
Overall market share in the agriculture and coatings industries
increased with these acquisitions, while other divisions yielded
mixed results.

Continued reduced European product demand prompted a decline in
exports (excluding Africa). Certain high volume product demand
(acquisitions? products excluded) reduced locally due to weaker
trading conditions, unfavourable import pricing and increased
competition. Performance for the first month of the financial year
was also severely influenced by a month-long labour strike.

However, exports into the rest of Africa continued to grow
aggressively to R44, 7 million (June 2011: R18.1 million), with
total exports now comprising R70 million or 11% of total revenue
for the financial year to June 2012 (June 2011: R55, 7 million or
12% of total revenue).

DIVISIONAL OVERVIEW
The Rolfes Group manufactures and distributes a wide range of
market-leading,   high-quality   chemical   products   to   diverse
industries including the coatings, plastics, vinyl, leather, ink,
metallurgical, water filtration, cleaning, formulators, automotive,
general   manufacturing,   agricultural,  food   and   construction
industries.

In line with strategic objectives, Group companies are structured
into specific divisions namely Colour Chemicals, Industrial
Chemicals, Mining and Water Chemicals and Agricultural Chemicals.
The Colour Chemicals division includes the results of Rolfes Colour
Pigments International, a portion of Rolfes Africa and Amazon
Colours, who are responsible for the manufacture and distribution
of alkyd resins, various organic and inorganic pigments, additives,
and in-plant and point-of-sale dispersions.

The Industrial Chemicals division comprises the results of Rolfes
Chemicals, a portion of Rolfes Africa and Acacia Specialty
Chemicals. Rolfes Chemicals and Rolfes Africa distribute solvents,
lacquer thinners, surfactants, cleaning solvents, creosotes, waxes
and other industrial chemicals, while Acacia Specialty Chemicals
procures and distributes specialty chemicals for the agricultural,
food and certain other niche sectors.

The Agricultural Chemicals division contains the newly acquired
Agchem group of companies, including Agchem Africa, Absolute
Science, Introlab and Galltec. The division manufactures and
distributes    products    including    herbicides,   insecticides,
fungicides, adjuvants, foliar feeds, and enriched compost pellets,
promoting general plant, root, foliage and soil health. Introlab
procures certain raw materials and soluble fertilisers for Agchem
and also sells these products to other local and export customers.

The Mining    and Water Chemicals division comprises the results of
Rolfes Silica that distributes pure beneficiated silica to the
mining,    metallurgical,   fertiliser,    water   filtration   and
construction industries.

The Group currently exports products into East and Western Europe,
South East Asia, North America, and the rest of Africa which now
includes exports to Zambia, Kenya, Uganda, Mauritius, Madagascar,
Malawi, Nigeria, Tanzania, Ethiopia, Zimbabwe, Botswana, Swaziland
and Namibia.

GROUP FINANCIAL PERFORMANCE
Group revenue for the financial year to 30 June 2012 increased by
38, 1% to R 636, 2 million (June 2011: R 460, 7 million). The
Agchem acquisition, included from 1 November 2011, contributed R
120, 0 million to Group turnover and R 15, 8 million to profit
after tax. Amazon, included from the same date contributed R 14, 7
million to group turnover and R1, 4 million to profit after tax.
Gross profit increased to R 127, 2 million (June 2011: R 87, 0
million) with gross profit margins increasing to 20% (June 2011:
19%). Operating profit increased to R68, 5 million (June 2011:
R49, 6 million) constituting 11% of turnover for the 2012 and 12%
for the 2011 financial year. Headline earnings per share and fully
diluted headline earnings per share increasing by 15, 7 % to 36, 1
cents (June 2011: 31, 2 cents).

The total net asset value (excluding acquisitions) increased to R
188, 1 million (June 2011: R 162, 3 million). The net asset value
per share improved to 181, 5 cents (June 2011: 156, 6 cents) while
net tangible asset value per share decreased to 114, 8 cents (June
2011: 125, 4 cents), based on 103 609 469 shares in issue.

Increased finance cost of R9, 1 million (June 2011: R 3, 8
million) consists mainly of interest paid on acquisition funding
amounting to R 3, 2 million. Additional to this was interest paid
on the Agchem Group overdraft and short term debtors? funding
facilities of R2,0 million. Interest cover reduced to 7, 6 times
(June 2011: 13, 1 times) with the total debt (interest-bearing)
equity ratio at 0, 4 for June 2012 (2011: 0, 1). The significant
increase in the debt equity ratio is primarily due to the
consideration for the acquisition of Agchem and Amazon, totalling
R 56, 3 million, financed through long term debt. The reduction in
interest cover is primarily due to the increase in interest paid
emanating from the debt incurred on the Agchem and Amazon
acquisitions.

GROUP CASH FLOW PERFORMANCE
The Group paid cash dividends of R 10, 4 million during the
financial year (excluding STC) (June 2011: R 10, 4 million) to
shareholders, from current cash resources. The increase     in net
working capital investment since 30 June 2011 (acquisitions since
1 November 2011) of R 15, 5 million, represents an increase in
inventory of R 25, 7 million and a decrease in accounts receivable
R 25, 9 million respectively. Accounts payable and value added tax
represents a decrease of R 15, 7 million. Working capital days
were calculated on a proportionate basis, due to turnover and cost
of sales, debtors, stock and creditors of the two acquisitions
being included since 1 November 2011 only. Debtors? days remained
constant at 51, 3 days (June 2011: 51, 7 days). Stock days
increased to 109, 5 days (June 2011: 92, 8 days) as a result of
Agchem building stock for the start of their high season and
Rolfes Colour Pigments holding high key trading stocks arriving as
the financial year came to a close in anticipation of market
demands early in the new financial year. Creditor days decreased
to 66, 7 days (June 2011: 71, 1 days). Cash flow initiatives to
align new acquisitions with Group policies were successful and
well accepted. Further alignment remains a focus area in the 2013
financial year.

The Group incurred capital expenditure, excluding acquisitions, of
R 14, 7 million (June 2011: R 4, 1 million) mainly to improve,
upgrade and increase capacity of production and logistics
facilities, and   further   investment   in   agricultural product
development.

OPERATIONAL REVIEW
Colour Chemicals
Turnover increased by 1, 5% to R289, 9 million (June 2011: R285, 7
million) mainly due to the acquisition of Amazon Colours and
increased sales in Africa, being offset by a reduction in local
business.   Sales in resin products increased albeit at low to
breakeven margins due to severely adverse competitive market
pricing tactics. Pigments and dispersion turnover performance
displayed mixed results with marginal growth in some and a decline
in certain other product groups for the period under review with
trading primarily hampered by weaker local trading conditions in
the coatings industry, the labour dispute in July 2011 and lower
product demand for certain product volumes due the weak
construction industry and increased competition.

Furthermore, the European financial crises directly impacted the
export of organic pigment into Europe resulting in significantly
lower than expected export volumes. The inclusion of Amazon
results from 1 November 2011 contributed marginally to turnover
growth.

The division?s gross profit margin decreased slightly to 17,4%
(June 2011: 18,3%) due to competitors? pricing strategies in the
resin market, placing margins under severe pressure, as well  as
slightly higher   raw   material input   costs in   the pigments
business.

Total operating costs amounted to R26, 7 million (June 2011:R23, 3
million). The saving comprises African export costs now included
under the Industrial Chemicals division of R0, 4 million and
certain savings on bonuses not paid and legal fees incurred during
the 2011 year not repeated in 2012. Further cost savings
initiatives on other operating cost lines accounted for the
balance of the savings.

With a new management team and the division constantly exploring
opportunities to optimise and increase its product basket, along
with expectations of local market improvement and increased export
activities into the rest of Africa as well as volume growth from
Europe (organic pigments), prospects are favourable.

Industrial Chemicals
The wider product offering, growth in African sales and expanded
national presence resulted in the significant increase in turnover
of 35, 8% to R178, 4 million (June 2011: R131, 4 million). Gross
profit margins decreased slightly to 15, 4% (June 2011: 16, 1%).

The inclusion of Acacia Specialty Chemicals for the period from 1
November 2011, contributed marginally to the division?s results.
The division?s achievement were notwithstanding the month-long
labour strike in July 2011 and untimely refinery shutdowns for
routine maintenance and safety reasons, resulting in key product
shortages for a prolonged period, hampering delivery to market.
Increased market share, assisted by strategic pricing in both
KwaZulu-Natal and the Western Cape somewhat compensated for key
product shortages.   Rolfes remains a key player in the solvents
market, supplying small to large customers.

Costs increased in total to R13, 5 million (June 2011: R9, 3
million) with the main cost drivers being the inclusion of R0, 4
million costs to support industrial chemicals growth into Africa
and the inclusion of Acacia from 1 November 2011 as part of the
Industrial Chemicals division increasing the division?s cost base
from 2011 by a further R2, 4 million.

With its ongoing expanding product basket which includes a wider
range of specialty and commodity chemicals, Acacia?s special focus
on the food sector, increasing exports into Africa and its national
footprint being continually extended, the division looks forward to
stimulating further growth.

Agricultural Chemicals
The newly acquired Agchem group companies have contributed R120
million   to  Group   turnover and  R38,7 million to gross profit
(gross profit margin 32,3%) for the eight   months ended 30   June
2012. The business was acquired on 1 November 2011 during its high
season. Late rainfalls have resulted in a better than expected
performance since acquisition.

Production, transport and operating costs of R 7, 2 million, R 2, 5
million and R 17, 5 million respectively, are included from 1
November 2011. Transport costs include R0, 4 million incurred to
expand warehousing facilities. Various successful cost savings and
optimisation initiatives have been implemented since acquisition.

New product development initiatives and efforts to increase export
opportunities to North America, Eastern Europe and African
countries are already underway to compensate and assist with
counteracting lesser performance during the local low season
(February to July).

Mining and Water Chemicals
Turnover increased by 9, 2% to R45, 2 million (June 2011: R41, 4
million). Volume demands for silica fines increased by 26% while
the demand for aggregates reduced by 7%. Market share was
maintained with the lower demand by larger aggregate construction
customers continuing to influence the results. Gross profit
margins at 26% (June 2011: 28%) declined as a result of changes in
production and sales mix adjusted to match market demands.

Effective cost management and focus on reducing stock levels
resulted in production cost savings of 8, 8%. Transport costs were
almost   fully   recovered  during   the   2012   financial  year.
Optimisation of operating costs resulted in a saving of 6, 1 %.

Government infrastructure spending remained on hold during the
period under review, influencing aggregate demand. Opportunities
for increased supply into the metallurgical and fertiliser
industries continue to present themselves, promising improved
prospects for business growth. Various other growth opportunities
are currently being explored to drive growth in this division.

ACHIEVEMENTS
2012 was characterised by the successful integration of the two
acquisitions, restructuring of acquisition funding and the
effective identification of cost synergies and savings strategies
setting a positive platform for growth. Operations were structured
in product specific divisions and with the rightsizing of our cost
base we will be able to accommodate growth in an ever changing
business environment.

Executive resources are dedicated to identifying and implementing
opportunities for organic growth and acquisitions. Against this
backdrop   of  strategic   progress   the  improvements   in   risk
management, corporate social investment, safety, health and
environmental initiatives are all achievements to be proud of.

Rolfes? growth strategy has moved into a new phase: with expansion
in chosen geographies, most notably Africa, North and South
America, South East Asia and Europe. Capital investment to expand
production facilities has been undertaken in the Agricultural
Chemicals business, divisions have had steady growth outside of
South Africa and the Group has installed a robust risk and
governance framework.

OPERATING ENVIRONMENT
Efforts to grow the African market have paid off with the fully
operational Rolfes Africa?s Zambian branch, formal distributors
appointed in East Africa and the West African markets now being
investigated. The physical presence in Africa has already
stimulated much interest in the Group?s product offering.
Furthermore, the Group is in the process of entering into various
agency and distribution type agreements to sell more products into
more African countries and distribute products in North and South
America and East Europe.

ACQUISITIONS DURING 2012
The strategic acquisition of a controlling stake, effective 1
November 2011, in Agchem Holdings (Pty) Limited (?Agchem?), a
distributor and manufacturer of agri-chemical products, will allow
Rolfes to realise its strategy of being able to offer a complete
range of chemicals to diverse markets and industries. Shareholders
are referred to the SENS announcements released on 12 July 2011,
18 August 2011 and 31 October 2011, respectively, detailing the
terms and conditions pertaining to the acquisition of Agchem. The
strategic acquisition of a 70% controlling stake, effective 1
November 2011, in Amazon Colours (Pty) Limited (?Amazon?), a
manufacturer and distributor of in-plant and point-of-sale
dispersions now enables the Group to offer a complete basket of
products in the colourants industry. Shareholders are referred to
the SENS announcement released on 2 November 2011, detailing the
terms and conditions pertaining to the acquisition of Amazon.
Rolfes acquired the remaining 30% stake in Amazon on 30 June 2012.
Shareholders are referred to the SENS announcement released on 14
June 2012, detailing the terms and conditions pertaining to the
further acquisition of Amazon. Had these acquisitions been
effective 1 July 2011, total turnover would have been R718, 5
million and profit after tax would have been R50, 1 million.

FORWARD-LOOKING
The Group will continue to actively pursue new acquisition
opportunities in the chemicals sphere, especially in the mining,
water and specialty chemicals sectors.

Focus on an operational level in 2013 will be to optimise our
current manufacturing, merge our two dispersion factories into one,
and increase our manufacturing, storage, mixing, blending and
filling facilities as well as improving on the Group?s safety,
health and environmental programmes and initiatives.

New product development in the Agricultural Chemicals division
presents exciting growth prospects while an extended product
offering in the Industrial Chemicals and Colour Chemicals divisions
will assist in delivering further growth in these divisions.

Investor relationship strategies continued to focus on improving
share liquidity. Regular investor and stockbroker visits and
creation of communication platforms will keep the investment
community informed on corporate activity and developments within
the Group.

Statements contained throughout this announcement regarding the
prospects of the Group have not been reviewed or reported on by
the Group?s external auditors.

DIVIDENDS
The Group paid an interim dividend to shareholders of 5 cents per
share on 19 March 2012 and will pay a final dividend of 5 cents
per share on 12 October 2012.

The salient dates of the dividend payment are as follows:
                                                                 2012
Last date to trade ?cum? the dividend             Friday, 5   October
Shares to commence trading "ex" the dividend      Monday, 8   October
Record date                                      Friday, 12   October
Payment date                                     Monday, 15   October
Share certificates may not be dematerialised or rematerialised
between Monday, 8 October 2012 and Friday, 12 October 2012, both
days inclusive.

In terms of the dividend tax effective 1 April 2012, the following
additional information is disclosed:
   - The local dividend tax rate is 15%;
   - No STC credits will be utilised for the final ordinary
     dividend;
   - 103 609 469 ordinary shares are in issue;
   - The net ordinary dividend is 4.25000 cents per share for
     ordinary shareholders who are not exempt from dividends tax;
     and
   - Rolfes Holdings Limited's tax reference number is 9492089140.

CORPORATE GOVERNANCE AND SUSTAINABILITY
The Group recognises the recommendations of King III and remains
committed to sound corporate governance and sustainability
practices.

BASIS OF PREPARATION
The Board acknowledges its responsibility for the preparation of
the abridged consolidated annual financial statements. The
abridged consolidated annual financial statements for the year
ended 30 June 2012 have been prepared in accordance with the
framework   concepts   and   the   measurement   and   recognition
requirements of International Financial Reporting Standards (IFRS)
and the AC500 Standards and the International Accounting Standard
34 (IAS 34); the interpretations adopted by the International
Accounting Standards Board (IASB), the JSE Listings Requirements,
the South African Companies Act.

ACCOUNTING POLICIES
The abridged consolidated annual financial statements do not
include all the information required by IFRS for full financial
statements.

The accounting policies adopted in the preparation of the abridged
consolidated annual financial statements are consistent with those
applied in the preparation of the annual financial statements for
the year ended 30 June 2011.

BUSINESS COMBINATIONS AND CORPORATE ACTIONS
Acquisitions during the period
Purchase of interest in Agchem
On 1 November 2011 the Group acquired 70% of the voting equity
instruments of Agchem, a company whose principal activities
compromising the manufacturing and distribution of products
including herbicides, insecticides, fungicides, adjuvants, foliar
feeds and enriched compost pellets. To gain entry into the highly
attractive agricultural chemical sector and to add a total new
range of chemical products to the existing large product base of
the Rolfes Group.
Rolfes acquired 70% of Agchem?s share capital via a cash
transaction.

On acquisition the book value of the assets and liabilities
acquired were considered to equal the fair value.
                                                       Book value
                                                             R?000
Property, plant and
Equipment                                                    8 705
Deferred tax asset                                             279
Intangible asset                                            12 726
Trade and other
Receivables                                                 61 295
VAT asset                                                      809
TAX asset                                                    1 167
Inventory                                                   45 161
Cash and cash equivalents                                    2 527
Long term loans                                             (8 060)
Trade and other payables                                   (44 883)
Short term loans                                           (27 699)
Provision                                                     (294)
Goodwill on acquisition                                     22 993
Contingent liability                                        (5 938)
Non-controlling interest                                   (20 474)
Total purchase consideration                                48 314
Less: Cash and cash equivalents                             (2 527)
                                                            45 787

Purchase of interest in Amazon
On 1 November 2011 the Group acquired 70% of the voting equity
instruments of Amazon, a company whose principal activities
compromising the manufacturing and distribution of in-plant and
point-of-sale dispersions. The desire to inter alia gain a
presence in the point-of-sale dispersions marker which Rolfes has
as yet not entered and to provide Rolfes with access to Amazon?s
comprehensive intellectual property and well respected name and
brand in the marketplace
Rolfes acquired 70% of Amazon?s share capital via a cash
transaction.

On acquisition the book value of the assets and liabilities
acquired were considered to equal the fair value:
                                                       Book value
                                                             R?000
Property, plant and
Equipment                                                    1 002
Trade and other
Receivables                                                  3 757
Inventory                                                    4 442
Cash and cash equivalents                                     (786)
Long term loans                                             (1 801)
Trade and other payables                                    (1 982)
Provisions                                                     (33)
VAT liability                                                 (140)
TAX liability                                                 (283)
Non-controlling interest                                    (1 259)
Goodwill on acquisition                                      1 074
Total purchase consideration                                 3 991
Plus: Cash and cash equivalents                                786
                                                             4 777

Goodwill, in the business combinations, arose because the cost of
combination included a control premium paid to acquire 70% of
Amazon Colours (Pty) Limited (?Amazon?) and Agchem Holdings (Pty)
Limited (?Agchem?). In addition, the consideration paid for the
combination effectively included amounts in relation to the
benefit of expected synergies, revenue growth, future market
development and the assembled workforce of both companies. These
benefits are not recognised separately form goodwill as the future
economic benefit arising from them cannot be measured reliable. No
amount of goodwill is expected to be deducted for tax purposes.

The Group also acquired the customer lists and customer
relationship as part of the acquisition. These assets could not be
reliably measured and separately recognised from goodwill because
they are not capable of being separated from the Group and sold,
transferred, rented or exchanged, either individually or together
with any related contracts.

Acquisitions of subsidiaries and businesses are accounted for
using the purchase method.   The cost of the business combination
is measured as the aggregate of the fair values (at the date of
exchange) of assets given, liabilities incurred or assumed, and
equity instruments issued by the group in exchange for control of
the acquiree. The acquiree?s identifiable assets, liabilities and
contingent liabilities that meet the conditions for recognition
under IFRS 3 Business Combinations are recognised at their fair
values at the acquisition date.
The interest of non-controlling shareholders in the acquiree is
initially measured at the non-controlling shareholders proportion
of the net fair value of the assets, liabilities and contingent
liabilities recognised.

Goodwill and intangible assets
An annual impairment test on the balance of goodwill and
intangible assets at the beginning of the reporting year has been
performed at 30 June 2012. No impairment loss has occurred.

Goodwill increased during   the   year   due   to   Agchem   and   Amazon
business acquisitions.

Related party transactions
The   Group   companies   entered  into   various  related   party
transactions. These transactions are no less favourable than those
entered into with third parties and occur on an arm?s length and
commercial basis.

Audit opinion
These abridged consolidated annual financial statements have been
audited by the Group?s auditors, BDO South Africa Inc, Registered
Auditors, and their unmodified report is available for inspection
at the Company?s registered office.

Notice of annual general meeting and mailing of annual report
Shareholders are advised that the annual report for the financial
year ended 30 June 2012 will be mailed in due course. This report
will contain the notice and related details of the annual general
meeting of shareholders to be held at 12 Jetpark Road, Jetpark,
Boksburg, at 9h00 on Friday, 2 November 2012.

On behalf of the Board
BT Ngcuka                                  E van der Merwe
Chairman                                   Chief Executive Officer

17 September 2012
Jetpark

Registered office:
12 Jetpark Road, Jetpark, Boksburg, 1459

Transfer Secretaries:
Computershare Investor Services (Pty) Limited, 70 Marshall Street,
Johannesburg 2001

Directors:
BT Ngcuka* (Chairman), E van der Merwe (Chief Executive Officer),
L Dyosi*, AJ Fourie*, L Lynch (Financial Director), KT Nondumo*#,
TAM Tshivhase*#, SS Mafoyane *#
*Non-executive
# Independent

Sponsors: Grindrod Bank Limited

Registered auditors: BDO South Africa Incorporated

Date: 17/09/2012 07:05:00 Supplied by www.sharenet.co.za                     
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