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Rolfes Holdings Limited - Abridged Audited Consolidated Results For The Year Ended 30 June 2013

Release Date: 16/09/2013 07:05:00      Code(s): RLF     
ROLFES HOLDINGS LIMITED
(Registration number 2000/002715/06)
Share Code: RLF
ISIN:ZAE000159836
(?Rolfes? or ?the Group?)

www.rolfesza.com

ABRIDGED AUDITED CONSOLIDATED RESULTS FOR THE YEAR ENDED 30 JUNE
2013

HIGHLIGHTS
*    Turnover increased by 26%.
*    Exports comprise 16% of turnover (June 2012: 11%).
*    EBITDA increased by 41% to R 107 million from R75, 9 million in
     June 2012.
*    Profit after tax increased by 49, 7%.
*    Headline earnings at 39, 2 cents per share (June 2012: 36, 1
     cents per share).
*    Final dividend of 5 cents declared.


ABRIDGED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June
                                                2013          2012
                                               R?000         R?000
ASSETS
Non-current assets                           221 908       150   775
Plant and equipment                           68 347        46   545
Property                                      27 512        29   226
Intangible assets                            126 049        75   004

Current Assets                               385   703     290   190
Inventories                                  210   148     170   251
Trade and other receivables                  166   841     112   596
Short term loans                               4   975       3   783
Value Added Tax asset                          3   739       3   560

Total assets                                 607 611       440 965

EQUITY AND LIABILITIES
Capital and reserves                         301 174       213 982
Share capital                                  1 086         1 036
Treasury shares                                 (868)         (868)
Share premium                                 49 802        28 603
Retained income                              199 113       157 094
Revaluation reserve                            2 193         2 193
Equity holders of the parent                 251 326       188 058
Non-Controlling interest                      49 848        25 924

Non-current liabilities                       72 358        71 145
Contingent liability                           6 731         6 191
Interest-bearing liabilities                 40 656        46 757
Deferred tax liability                       22 162        14 854
Provision                                     2 398         3 343
Loss in associate                               411             -

Current liabilities                          234 079       155 838
Trade and other payables                     152 149       114 328
Short term liabilities                        16 885        15 404
Current portion of interest-bearing
liabilities                                  22 352        20 678
Cash and cash equivalents                    31 916         1 833
Financial liability                               -           231
Tax liability                                 9 142         2 299
Provisions                                    1 635         1 065

Total equity and liabilities                607 611       440 965

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

                                                2013          2012
                                               R?000         R?000
Revenue                                      801 716       636 172
Cost of sales                               (634 406)     (508 970)
Gross profit                                 167 310       127 202
Other operating income                        28 463        10 112
Operating expenses                           (96 851)      (68 793)
Operating profit before interest              98 922        68 521
Interest paid and finance charges            (11 450)       (9 068)
Income from investments                          412           555
Net profit before taxation                    87 884        60 008
Tax expenses                                 (23 660)      (17 116)
Profit for the year                           64 224        42 892
Total comprehensive income for the year       64 224        42 892

Attributable to:
Equity holders of the parent                  52 379        37 268
Minority interest                             11 845         5 624

Attributable to:
Continuing operations                        64 224        42 892

Reconciliation of headline earnings
Attributable profit                           52 379       37 268
Adjusted for the after-tax effect of:
Gain from sale of fixed asset               (11 968)          (55)
Loss from associate                             411             -
Headline earnings                            40 822        37 213

Earnings per share (cents)
- Basic                                        50,3          36,2
- Headline                                     39,2          36,1
-
ABRIDGED CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 June
                                                    2013         2012
                                                   R?000        R?000
Cash flow generated from
operating activities                              47 437      63 753
Finance income                                       412         555
Finance cost                                     (11 450)     (9 068)
Tax paid                                         (14 846)     (9 963)
Dividends paid                                   (10 360)    (10 684)
Cash flow utilised in
investing activities                             (57 317)    (70 464)
Cash flow generated from financing
activities                                        16 041      29 205
Cash shortfall for the year                      (30 083)     (6 666)
Cash and cash equivalents
? beginning of the year                           (1 833)      4 833
Cash and cash equivalents
? end of the year                                (31 916)      (1 833)

ABRIDGED CONSOLIDATED GROUP STATEMENTS OF CHANGES IN EQUITY
for the year ended 30 June
                                                 2013         2012
                                                R?000        R?000
Opening balance                               213 982     162 291
Recognition of non-controlling interest        12 079      21 733
Issue of shares                                21 249            -
Total comprehensive income for the year        64 224       42 892
Dividends paid                                (10 360)    (10 684)
Purchase of subsidiary                              -      (2 250)
Balance at the end of the year                301 174     213 982

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
2013
Industrial
Chemicals        502 946      75 745    36 727   280 994     147 630
Agricultural
Chemicals        234 765     76 846     44 439   181 400     136 328
Mining and Water
Chemicals         62 227      19 421    13 451   126 750      81 308
Other              1 778      (4 702)    4 305    42 497     (13 024)
Elimination of
intergroup
items
and other              ?           ?         ?   (24 030)     (45 805)
Total            801 716     167 310    98 922   607 611      306 437

2012
Industrial
Chemicals        468 329   78 227      48 586    287 035    168 299
Agricultural
Chemicals        120 021   38 710     22 812     100 768    42 387
Mining and Water
Chemicals         45 199    11 754      8 107     54 067     23 984
Other              2 623    (1 489)   (10 984)    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


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
The Group concluded the June 2013 financial year with several
positive achievements.  Steady growth on Group Revenue of 26% to
R801, 7 million (June 2012: R636, 2 million) and gross profit
margins improving to 21% (June 2012: 20%) supports our long-term
vision for the company.

Export revenue at R128, 6 million (June 2012: R70 million) account
for 16% (June 2012: 11%) of total revenue as a result of greater
market penetration in the USA and Europe, as well as strong growth
achieved in Africa. EBITDA increased by 41% to R107, 0 million from
R75, 9 million in June 2012. EBITDA includes a capital profit of
R15,7 million on the sale of an unused portion of the Jet Park
property. EPS increased by 38, 9% to 50, 3 cents (June 2012: 36, 2
cents), mainly due to the after tax capital profit of R11, 9
million on the sale of the Jet Park property. HEPS increased
moderately by 8, 6% to 39, 2 cents (June 2012: 36, 1 cents). The
strong growth achieved by the Agricultural, Mining and Water
Chemicals divisions, were offset by a below par performance of the
Industrial Chemicals division.


GROUP PRODUCT OFFERING AND DIVISIONAL STRUCTURE
Rolfes positioned itself strategically in various markets, locally
and internationally, as a provider of industrial, agricultural,
water and mining chemicals. The Group manufactures and distributes
a wide range of market-leading, high-quality chemical products to
diverse industries including the coatings, plastics, vinyl, leather
tanning, ink, metallurgical, cleaning, formulators, automotive,
general manufacturing, agricultural, food, construction, home care,
personal care, water filtration, water treatment and water
purification industries.
The Group structure was simplified during the year under review
into three pillars consisting of the Industrial Chemicals,
Agricultural Chemicals, and Mining and Water Chemicals divisions.
Rolfes Colour Pigments International, Rolfes Chemicals, Acacia
Specialty Chemicals and Rolfes Africa all reside within the
Industrial Chemicals division. The many synergies existing between
Rolfes Silica and the newly acquired PWM group of companies
necessitated the combination of these companies under the Water and
Mining Chemicals division. The Agricultural Chemicals division
remains unchanged and includes Agchem Africa, Galltec, Absolute
Science and Introlab Chemicals.

The Industrial Chemicals division manufactures and distributes
alkyd resins, various organic and inorganic pigments, additives,
in-plant and point-of-sale dispersions, leather chemicals and
solutions, food fragrances, food flavourings, solvents, lacquer
thinners, surfactants, cleaning solvents, creosotes, waxes and
other industrial chemicals.

The Agricultural Chemicals division manufactures and distributes
products   that   include  herbicides,   insecticides,   fungicides,
adjuvants, foliar feeds, enriched compost pellets, and soluble
fertilisers promoting general plant, root, foliage and soil health.

The   Mining  and   Water  Chemicals   division  distributes   pure
beneficiated silica to the mining, metallurgical, fertiliser,
water-filtration and construction industries. In addition since 1
April 2013 through the newly acquired PWM group of companies, the
division now also provides specialised water purification solutions
and products to the industrial, agricultural, mining, home and
personal care markets.

The Group?s international footprint now extends to North America,
Asia, Africa, Eastern and Western Europe.

GROUP FINANCIAL PERFORMANCE
The Group view the financial performance against the back drop of
difficult local trading conditions, where primary markets remained
under pricing and volume pressure, as an achievement. Labour
strikes and higher raw material input costs, due to our weak
currency, have affected us but we have delivered on many levels.
The exceptional profit growth of the Agricultural Chemicals
division and the PWM acquisition positively affected earnings
offsetting the reduced performance in the Industrial Chemicals
division.

Gross profit increased to R167, 3 million (June 2012: R127, 2
million) with gross profit margins increasing to 21% (June 2012:
20%). Operating profit increased to R98, 9 million (June 2012: R68,
5 million). Included in operating profit is R 15, 7 million profit
on the disposal of the Jet Park property. The proceeds, in turn
contributed  R25   million   towards   the   funding   of   our   PWM
acquisition.

The total net asset value (excluding minorities) increased to R 251,
3 million (June 2012: R188, 1 million). The net asset value per
share improved by 27, 5% to 231,4 cents (June 2012: 181,5 cents)
while net tangible asset value per share increased by 5, 7 % to
115,3 cents (June 2012: 109,1 cents), based on 108 609 467
(June 2012: 103 609 467) shares in issue.

Increased finance costs of R11, 5 million (June 2012: R9, 1
million) comprise mainly of interest paid on the Agchem acquisition
funding included for the full financial year and amounting to R 3,
1 million. Interest paid on overdraft amounted to R 5, 4 million.
Earnings continued to be sustained well above interest
requirements at 8, 6 times (June 2012: 7, 6 times) with the total
debt (interest-bearing) equity ratio reducing slightly to 0, 35
for June 2013 (2012: 0, 38).

GROUP CASH FLOW PERFORMANCE
The Group paid cash dividends of R10, 4 million during the financial
year (including withholding tax on dividends) (June 2012: R10, 4
million) to shareholders from current cash resources. The increase
in net working capital investment since 30 June 2012 of R 40, 9
million (June 2012: R15, 5 million), represents an increase in
inventory of R 33, 2 million (June 2012: R25, 7 million) and an
increase in accounts receivable of R 30, 2 million (June 2012:
decrease R25, 9 million), respectively. Accounts payable and value
added tax represent an increase of R 22, 5 million (June 2012:
decrease R15, 7 million).

Working capital days were calculated on a proportionate basis due
to acquisitions. Debtors? days increased to 61, 9 days (June 2012:
51, 3 days) mainly due to longer customer payment terms on exports
as an investment to allow market penetration and assist with market
share gain. The debtor days have since recovered to lower levels.
Stock days decreased slightly to 98 days (excluding stock in
transit) (June 2012: 106, 6 days (excluding stock in transit)).
Investment in stock to enable product to market in the upcoming
high season contributed to increased stock levels. Creditor days
increased to 69, 3 days (excluding stock in transit suppliers)
(June 2012: 64, 2 days (excluding stock in transit suppliers).

The cash flow generated from financing activities of R16 million
constitutes loan repayments of R23, 5 million and financing raised
on capital projects and other capital expenditure of R17, 5 million
and the issuing of shares.

DIVISIONAL PERFORMANCE
Industrial Chemicals
Revenue increased by 7, 4% to R502, 9 million (June 2012: R468, 3
million).    Limited growth in this division is mainly due to a
strong increase in export activities into Africa and Europe, being
offset by disappointing local results due to a weak manufacturing
environment. Gross profit margins decreased to 15, 1% (June 2012:
16, 7%) as a result of weaker local trading conditions, extensive
competition in certain markets, and investing in African export
market share.

Increased market share in KwaZulu-Natal and the Western Cape proved
positive for the division. Export sales into Africa and Europe
displayed strong growth. These achievements were, notwithstanding
the transport strike late September to early October 2012.Extended
refinery shutdowns hampered the delivery of certain key products
for prolonged periods to the market. Local competition pricing
trends remained challenging for the resins manufacturing plant and
certain traded pigments.

Operating costs increased by 20, 1 % mainly due the investment in
skills and infrastructure for the new leather chemicals division
within Rolfes Chemicals. Added investment into Rolfes Africa to
enable further expansion of the African footprint contributed to
the growth in operating costs. Operating costs ratio to turnover
for 2013 is 8% (June 2012: 7, 1%).

The slow growth in turnover, lower foreign exchange profits and
increased costs resulted in operating profit being a disappointing
24, 4% lower than the prior year. Appropriate measures on a
management and plant level have been implemented at the Jet Park
site to ensure improved performance.

Capital expenditure of R14, 3 million included the building of a
new manufacturing facility on the Jet Park site at a total cost of
R10, 1 million to allow for the combination of the Cape Town
Dispersion and the Amazon factory previously located in Benrose.
Both these facilities operated from rented sites and the
combination thereof in Jet Park resulted in the extension of
production    capacity,   significant   cost   savings,   improved
manufacturing facilities and staff amenities. A further R4, 2
million was spent on building a leather tanning chemicals
manufacturing facility, transport vehicles to extend logistics
capabilities and expenditure to improve the Rolfes Chemicals site
in Germiston.

With greater focus on exports to the rest of Africa and Europe, we
plan to expand the current organic pigment manufacturing capacity,
from 50 ton to 200 tons per month. On-going expansion of the
product basket includes a wider range of specialty and commodity
chemicals especially within the leather tanning market and targeted
focus on the food sector. The division holds much promise for
future growth and restoration of its margins to improved levels.


Agricultural Chemicals
Revenue amounted to R234, 8 million for the year to June 2013.
Growth is mainly due to a solid performance in the local market and
increased export sales into North America and Africa. These
achievements were notwithstanding the farm labourers strike in the
Western Cape and a three month delay in completing the upgrade of
the production facilities in Waltloo.

Operating costs amounted to R35, 9 million. The Group recognises the
need for technical expertise within this industry and realises that
the investment in specialists is an absolute necessity. The cost
base of 15, 3% to turnover is in line with the previous year at
14, 8%. This cost base is supported by a solid performance on gross
and operating margins level.

Capital expenditure of R17 million, included the upgrade of the
existing production facility completed by September 2012 of R8, 2
million. The investment into research and product development costs
amounted to R7, 7 million. We unfortunately had one fatality at the
Agchem facility during February 2013. All regulatory procedures
were followed and further plant improvements are being implemented.

Focus for the coming year will be on new product development and
increasing exports to North America, Africa and Eastern Europe which
will allow for local low season performance to be counteracted by
Northern hemisphere demand. Agchem is in the process of registering
a company in Romania with a local partner to distribute its products
in that region.

The expansion of the Agchem product range includes some new, very
exciting organic and biological products. Although the investment
into the development of these products is on-going, a number of new
strategic product registrations have been completed or in the
process of being completed. Included in the prospects are two very
exciting and leading edge projects:

  ?   AgChem is progressing with the construction of a pilot plant
      for the production of Plant Growth Promoting Rhizobacteria
      (PGPR), i.e. biological products. The project in conjunction
      with the University of Pretoria is an initiative to be in
      line with world sustainable agricultural trends to supply
      greener agricultural products. Registrations on these
      products have been submitted for approval. The benefits of
      these bacteria / products are plant disease reduction and
      increased plant nutrient availability. It is expected that
      these products could yield attractive future returns.

  ?   AgChem has entered into a joint venture to produce quality
      protein hydrolysate obtained from fish offal into agriculture
      and related industries. Registrations on these products have
      been submitted for approval. Protein hydrolysate is an
      organic fertiliser high in essential amino acids and
      nitrogen. Experimental results yielded above average results.
      It is expected that these products could yield attractive
      future returns.
Mining and Water Chemicals
Revenue increased by 37, 7% to R62, 2 million (June 2012: R45, 2
million). Growth in this division is mainly due to the inclusion
of the South African and Botswana PWM companies? results from 1
April 2013 and 1 June 2013 respectively. Gross profit margins
increased to 31, 2% (June 2012: 26%) resulting from higher margins
in the PWM companies and the maintenance of gross margins in the
Rolfes Silica business.

Operating costs amounted to R8, 1 million (June 2012: R4 million).
The increase is as a result of the inclusion of the PWM acquisition
from the above dates. Costs to obtain the mining licence has
contributed to an increase in Rolfes Silica operating costs but was
counteracted by cost savings on other cost lines.

Capital expenditure incurred by Rolfes Silica amounted to R4, 6
million and comprised investments into regulatory requirement
upgrades and the capitalisation of plant and equipment obtained in
lieu of payment from a previous delinquent debtor. The Rolfes
Silica new order mining licence renewal was obtained during October
2012.

New products for the water chemicals business to allow for market
expansion are currently being pursued with some new agency
contracts with international suppliers already in hand. Exports
into Africa together with larger penetration of the agricultural,
industrial and mining sectors are a key focus of this business for
the new year. Synergies with the new water chemicals acquisition
will continue to produce favourable results for Rolfes Silica.

ACHIEVEMENTS
During 2013, the Group focused on organic growth in all our
divisions with increased revenue through actively pursuing and
entering new markets, especially in Africa. Focus on agricultural
chemical   business   growth  and   completing   important  product
developments leading to successful strategic product registrations,
contributed to entrenching the agricultural chemicals business as a
major player in the specialised and niche sector of the
agricultural industry.

The successful sale of an unused portion of the Jet Park property
was concluded resulting in cash generated of R 25, 5 million
assisting the Group to fund a portion of the PWM acquisition in
cash. The merger of the two dispersion factories into one in Jet
Park resulted not only in cost savings but improved facilities,
product quality and capacity.

The successful acquisition of the PWM group of companies allowed
entry into the highly specialised water industry. Synergies with
Rolfes Silica produced results during the very early days since
acquisition. Certain costs and logistics synergies remain to be
fully explored but management is satisfied that the initial
integration to date is on track.
OPERATING ENVIRONMENT
The rand weakened significantly to the USD during the last six
months of the financial year. This affected the Group positively
in exports but negatively where raw material input pricing is
concerned. The Group?s imports and exports are reasonably matched
and provided a natural hedging against the fluctuations in the
exchange rate. We constantly take our Group net foreign exchange
exposure into account and follow a consistent approach to hedging
of short term foreign exchange exposures to defend our margins and
cash flow. The net effect was a foreign currency gain of R1, 7
million (June 2012: R2 million) included under other income.

FORWARD LOOKING/OUTLOOK
The Group will pursue new strategic acquisition opportunities in
the chemicals sphere. However, management will focus in 2014 more
on an operational level to optimise and improve our working capital
investment,   consolidate/reduce   overheads,  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. Management will constantly review
operations to identify restructuring opportunities ensuring the
rightsizing of our cost base.

New and extended product development in all the divisions presents
exciting growth prospects and we look forward to extending our
market share in the USA, Africa and Western and Eastern Europe with
current or new long-term partners.

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 on 25 March
2013 and will pay a final dividend to shareholders of 5 cents per
share payable on 21 October 2013.

The salient dates of the dividend payment are as follows:

                             2013
Last date to trade
 ?cum? the dividend   Friday, 11 October

Shares to commence
trading               Monday, 14 October
 ?ex? the dividend


Record date           Friday, 18 October


Payment date          Monday, 21 October
Share certificates may not be dematerialised or rematerialised
between Monday, 14 October 2013 and Friday, 18 October 2013, both
days inclusive.

? The local dividend tax rate is 15%;
? No STC credits will be utilised for the final ordinary
  dividend;
? 108 609 467 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
  9492/089/140.

CORPORATE GOVERNANCE
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 2013 have been prepared in accordance with the
framework    concepts   and   the  measurement   and    recognition
requirements   of   International Financial   Reporting   Standards
(IFRS), Standards and the International Accounting Standard 34
(IAS 34); the South African Institute of Chartered Accountants
(SAICA) financial reporting guidelines as issued by the Accounting
Practices Committee (APC) and financial reporting pronouncements
as issued by the Financial Reporting Standards Committee, the
interpretations adopted by the International Accounting Standards
Board (IASB), the JSE Listings Requirements and 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 2013.

BUSINESS COMBINATIONS AND CORPORATE ACTIONS
Acquisitions during the period
Purchase of interest in Tetralon
On 1 April 2013 the Group acquired 70% of the voting equity
instruments of Tetralon via a cash transaction. The company?s
principal activities comprise the importation of chemicals and
equipment for supply into the water treatment, home care and
personal care markets. The acquisition enables the Group to gain
entry into the water chemicals and treatment sector adding a new
range of chemical products to the Group?s existing product base.

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                                                      94
Deferred tax asset                                            185
Trade and other Receivables                               11 262
Inventory                                                   4 671
Short term loans                                              407
VAT asset                                                     281
Trade and other payables                                  (4 887)
Cash and cash equivalents                                    (542)
Short term loans                                          (6 180)
Provision                                                     (83)
Tax liability                                                 (99)
Goodwill on acquisition                                   11 331
Non-controlling interest                                   (1 536)
Total purchase consideration                              14 914
Plus: Cash and cash equivalents                               542
                                                          15 456

Purchase of interest in PWM Group business
On 1 April 2013 the Group acquired 70, 4% of the business of PWM
via a cash transaction. The company?s principal activities
comprise the business of water purification and treatment as well
as manufacturing chemicals to be used in the water treatment
products and services. The acquisition enables the Group to gain
entry into the water chemicals and treatment sector adding a new
range of chemical products to the Group?s existing product base.

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                                                   1 105
Investment                                                    354
Intangible asset                                           13 741
Trade and other Receivables                                10 730
Inventory                                                   1 246
Short term loans                                            2 550
Cash and cash equivalents                                   1 203
Vat asset                                                      15
Long term loans                                              (199)
Deferred tax                                               (3 847)
Trade and other payables                                   (8 313)
Provision                                                  (2 749)
Goodwill on acquisition                                     7 834
Non-controlling interest                                   (7 213)
Total purchase consideration                               16 457
Less: Cash and cash equivalents                            (1 203)
                                                           15 254

Purchase of interest in PWM Anticor business
On 1 June 2013 the Group acquired 70, 4% of the business of PWM
Anitcor via a cash transaction. The company?s principal activities
comprise the business of water treatment and purification in
Botswana. The acquisition enables the Group to gain entry into the
water chemicals and treatment sector adding a new range of
chemical products to the Group?s existing product base.

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                                                   3 187
Intangible asset                                            4 967
Trade and other Receivables                                 2 533
Inventory                                                     830
Deferred tax                                               (1 391)
Trade and other payables                                   (1 637)
Provision                                                  (1 217)
Short term loans                                           (1 437)
Goodwill on acquisition                                     5 592
Non-controlling interest                                   (3 330)
Total purchase consideration                                8 097
Less: Cash and cash equivalents                                -
                                                            8 097

Goodwill in the business combinations arose from the cost of
combination including a control premium paid to acquire 70% of
Tetralon Chemical Consultancy (Pty) Limited and 70, 4% of the PWM
Group and 70, 4% of PWM Anticor. 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 from 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 2013. No impairment loss has occurred.

Goodwill increased during the year due to the PWM 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,  SizweNtsalubaGobodo Inc,
Registered Auditors, and their unmodified report is available for
inspection at the Company?s registered office.

NOTICE OF THE ANNUAL GENERAL MEETING AND MAILING OF INTEGRATED
ANNUAL REPORT
Shareholders are advised that the annual report for the financial
year ended 30 June 2013 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 Corporate Business Park
North, 404 Roan Crescent, Midrand, at 9h00 on Friday, 1 November
2013.

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

16 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*, M Teke*, L Lynch (Financial Director), KT
Nondumo*#, TAM Tshivhase*#, SS Mafoyane *#
*Non-executive
# Independent
Preparer: L Lynch

Sponsors: Grindrod Bank Limited

Registered auditors: SizweNtsalubaGobodo Incorporated

Date: 16/09/2013 07:05:00 Supplied by www.sharenet.co.za                     
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