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Rolfes Holdings Limited - Unaudited Condensed Consolidated Interim Results For The Period Ended 31 December 2014

Release Date: 23/02/2015 11:39:00      Code(s): RLF     
ROLFES HOLDINGS LIMITED
(Registration number 2000/002715/06)
Incorporated in South Africa
Share Code: RLF
ISIN:ZAE000159836
(?Rolfes? or ?the Group?)
www.rolfesza.com

Unaudited condensed consolidated interim results for the period ended 31
December 2014

PERFORMANCE SUMMARY
* Revenue increased by 13, 9% to R589, 3 million (December 2013: R517, 6 million).
* Export revenue increased by 36, 8% to R 119, 0 million (December 2013: R87, 0 million).
* Export revenue now comprises 20, 2% of total revenue (December 2013: 16, 8 %).
* Gross profit margins improved to 23, 2 % (December 2013: 21, 4%).
* Headline earnings per share increased by 16.1% to 23, 1 cents per share (December 2013: 19, 9 cents per
share).
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31
DECEMBER 2014
                                   Unaudited                  Unaudited                 Audited
                                   31 Dec 2014                31 Dec 2013               30 June 2014
                                   R'000                      R'000                     R'000
ASSETS
Non-current assets                 268 866                    230 031                   260 933
Plant and equipment                 77 483                     71 598                    69 525
Property                            48 495                     28 228                    48 495


Intangible assets                  142 888                    130 205                   142 913


Current assets                     516 933                    422 340                   456 990
Inventories                        248 290                    228 080                   238 615
Trade and other receivables        236 815                    184 828                   196 097

Sundry debtors and deposits          6 680                      2 645                     6 692
Cash and cash equivalents           16 970                          -                    12 042
Value Added Tax receivable           8 178                      6 787                     3 544
Total assets                       785 799                    652 371                   717 923
EQUITY AND LIABILITIES
Capital and reserves               369 673                    322 441                   337 095
Share capital                         1 086                     1 086                     1 086
Treasury shares                        (868)                    (868)                      (868)
Share premium                       49 802                     49 802                    49 802
Retained income                    247 717                    214 352                   222 853
Revaluation reserve                   5 488                         -                     5 488
Equity holders of the parent       303 225                    264 372                   278 361
Non-controlling interest            66 448                     58 069                    58 734
Non-current liabilities             82 716                     60 528                    78 640
Vendor loan                          7 811                      7 048                     7 379
Interest-bearing liabilities        47 373                     30 818                    44 617
Deferred tax liability              23 548                     19 526                    23 244
Provisions for reconstruction        2 719                      2 500                     2 602
Loss in associate                    1 265                        636                       798
Current liabilities                333 410                    269 402                   302 188
Trade and other payables           194 210                    158 751                   200 268
Short term liabilities-
Interest bearing                    23 788                     14 145                    13 948
Short term liabilities-
Non- interest bearing                6 922                      6 922                     6 922
Current portion of interest-bearing   
liabilities                         29 298                     20 153                    19 850
Cash and cash equivalents           71 006                     56 006                    54 631
Tax liability                        4 383                     11 851                     5 708
Sundry creditors and provisions      3 803                      1 574                       861
Total equity and liabilities       785 799                    652 371                   717 923


Number of shares
in issue ('000)                       108 609                  108 609                   108 609
Weighted number
of shares in issue
('000)                                107 968                   107 968                  107 968




UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE
PERIOD ENDED 31 DECEMBER 2014


                                       Unaudited      Unaudited       Audited
                                       six months     six months      year
                                       31 Dec 2014    31 Dec 2013     30 June 2014
                                       R'000          R'000           R'000
Revenue                                589 284        517 601         1 001 407
Cost of sales                         (452 683)      (407 065)        (777 865)
Gross profit                           136 601       110 536           223 542
Other operating income                     (1 008)     2 873            6 020
Operating expenses                     (85 515)       (71 613)        (164 656)
Operating profit before interest        50 078        41 796           64 906
Finance expenses                        (7 770)       (6 056)         (14 780)
Finance income                              210          -                148
Net profit before taxation             42 518         35 740           50 274
Tax expenses                           (9 940)        (9 043)         (12 219)
Profit for the period                  32 578         26 697          38 055
Attributable to:
Continued operations                   32 578         30 028          45 126
Discontinued operations                -              (3 331)         (7 071)
Attributable to:
Owners of the parent                    24 864        18 476           29 170
Non-controlling interest                7 714          8 221            8 885


Total comprehensive income for the period
Other comprehensive income for
the year, net of taxation
Revaluation adjustment to fair value
net of taxation                             -                -         3 295
Total comprehensive income
for the year                                -                -         41 350

Total comprehensive income attributable to:

Owners of the parent                    24 864           18 476        32 465
Non-controlling interest                7 714             8 221         8 885
Total comprehensive income attributable to:

Continued operations                    32 578           30 028        48 421
Discontinued operations                 -                (3 331)       (7 071)


Reconciliation of headline earnings
Attributable profit                     24 864          18 476         29 170
Adjusted for the after-tax effect of:
Loss from sale of fixed asset               81              39          2 467
Loss from associate                          -             225            387
Loss/ from discontinued operations           -           2 732          7 071
Headline earnings                        24 945         21 472         39 095
Earnings per share (cents)
- Basic                                   23.03           17.1           27.0
- Headline                                23.10           19.9           36.2




UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31
DECEMBER 2014


                                        Unaudited             Unaudited      Audited
                                        six months            six months     year
                                        31 Dec 2014           31 Dec 2013    30 June 2014
                                        R'000                 R'000          R'000
Cash flow (utilised in)/ generated from

operating activities                    (1 716)                16 015         68 848
Finance income                             210                      -            148
Finance cost                            (7 770)                (6 056)       (14 780)
Tax paid                                (10 961)              (10 110)       (17 576)
Dividends paid                                -                (5 430)        (5 430)
Cash flow utilised in
investing activities                     (13 683)             (17 076)       (41 222)
Cash flow generated from financing

activities                               22 473               (1 433)           (662)
Cash (deficit) for the period           (11 447)             (24 090)        (10 673)
Cash and cash equivalents
- beginning of the period               (42 589)             (31 916)        (31 916)
Cash and cash equivalents
- end of the period                     (54 036)             (56 006)        (42 589)




UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD
ENDED 31 DECEMBER 2014


                        Ordinary Share Retained Treasury Revaluation  Outside Total
                         Shares premium income shares    reserve      shareholders? equity
                          R'000   R'000  R'000 R'000     R'000         R'000      R'000
Balance at 30 June 2013    1 086  49 802 199 113 (868)   2 193         49 848    301 174
Net profit for the period     -       -   18 476    -    -              8 221     26 697
Dividends declared            -       -   (5 430)   -    -                 -      (5 430)
Balance at 31 December
                 2013      1 086  49 802 212 159 (868)   2 193         58 069     322 441
Total comprehensive
income for the period         -       -   10 694    -    3 295            665      14 654
Dividends declared            -       -        -    -       -               -           -
Balance at 30 June 2014    1 086  49 802 222 853 (868)   5 488         58 734     337 095
Total comprehensive income
for the period                 -       -  24 864    -        -         7 714       32 578
Dividends declared             -       -       -    -        -             -            -
Balance at 31 December
2014                       1 086  49 802  247 717 (868)   5 488        66 448     369 673


SEGMENTAL ANALYSIS FOR THE PERIOD ENDED 31 DECEMBER 2014
                                                    Gross             Operating                                    Liabili-
                              Revenue               Profit            profit                Assets                 ties
31 December 2014              R'000                 R'000             R'000                 R'000                  R'000


Industrial
chemicals                    298 978                43 231            19 267                316 151                200 003
Agricultural
chemicals                    195 210                53 871            25 286                236 437                132 326
Mining and Water
chemicals                     94 863                39 266            15 125                195 662                56 173
Industrial chemicals
discontinued                      -                      -                 -                     -                      -
Other                           233                    233            (9 600)               70 746                  60 458
Elimination of
intergroup
items                              -                      -                -               (33 197)                (32 834)
and other
Total                         589 284              136 601            50 078                785 799                 416 126




31 December 2013


Industrial
chemicals                    259 135                41 549            19 908              315 439                 161 632
Agricultural
chemicals                    155 297                45 340            24 757              185 569                  90 366
Mining and Water
chemicals                     66 619                25 660             8 104              121 634                  72 721
Industrial chemicals
discontinued                  36 320                (2 243)           (4 627)                   -                       -
Other                            230                   230            (6 346)              22 979                  36 437
Elimination of
intergroup
items
and other                           -                    -                  -               6 750                (31 226)
Total                         517 601              110 536             41 796             652 371                 329 930


30 June 2014


Industrial
chemicals                509 060     73 135              28 327               265 196              146 539
Agricultural
chemicals                285 241     83 458              42 534               227 605              163 409
Mining and Water
chemicals               159 795      63 780              23 234               152 975                  93 397
Industrial chemicals
discontinued             42 901      (1 241)             (9 821)              -                    -
Other                      4 410     4 410               (19 368)             46 723                   3 582
Elimination of
intergroup
items
and other                       -    -                   -                    25 424               (26 099)
Total                  1 001 407     223 542             64 906               717 923              380 828



The basis of preparation of the segmental analysis, include certain intercompany transactions being eliminated in
the respective segmental results in the interim and previous year?s reporting.
COMMENTARY
GROUP OVERVIEW
The Group remains committed to increasing its market share, cash generation, extend its product range,
acquisitions and organic growth.

The performance of the business for the period is pleasing and well-illustrated with improved top line and margin
performance in all segments.


GROUP PRODUCT OFFERING AND DIVISIONAL STRUCTURE
Rolfes operates through three divisions, in various markets, locally and internationally, as a provider of industrial,
agricultural, and water 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 provides value
add through the deployment of intellectual capital and technological innovation in selected industries.
The Industrial Chemicals division manufactures and distributes 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 and to personal care markets.
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,
and foliage and soil health.
The Mining and Water Chemicals division distributes pure beneficiated silica to the mining, metallurgical,
fertiliser, water-filtration and construction industries. The division also provides specialised water purification
solutions and products to the industrial, agricultural and mining markets.
The Group?s international footprint now extends to North America, Asia, the rest of Africa and Eastern and
Western Europe, with owned operations in Botswana, Zambia, Nigeria, Tanzania and Romania.
GROUP FINANCIAL PERFORMANCE

Group revenue increased by 13, 9% to R 589, 3 million (December 2013: R 517, 6 million). The increase in
revenue is due to excellent top line performance in all divisions in particular, driven by growth. Exports, including
sales and services rendered in the foreign subsidiaries, contributed R 119, 0 million (December 2013: R 87, 0
million) to the total revenue, comprising 20, 2 % of total revenue to December 2014 (December 2013: 16, 8 % of
total revenue). This amounts to an increase of 32, 0% over the comparative period to December 2013. The
increase is attributed mainly to export sales increases into the rest of Africa.

Gross profit increased to R 136, 6 million (December 2013: R 110, 5 million) with gross profit margins increasing
to 23, 2% (December 2013: 21, 4%).The improvement in gross profit margins is mainly attributable to the higher
margin water chemical business operations.

Group operating costs increased partly due to further investment into the rest of Africa and Eastern Europe.
Operating profit increased to R 50, 1 million (December 2013: R 41, 8 million) at a margin of 8, 5% of revenue
(December 2013: 8, 1 %).

EBITDA increased by 18, 2% to R 55, 3 million (December 2013: R 46, 8 million). EBITDA is calculated as
operating profits plus depreciation and amortisation of R 5, 2 million (December 2013: R 4, 9 million).

Headline earnings per share and fully diluted headline earnings per share increased by 16, 1 % to 23, 1 cents
(December 2013: 19, 9 cents). Earnings per share increased by 34, 6 % to 23, 0 cents (December 2013: 17, 1
cents). The weighted average shares for the period was 107 968 467 (December 2013: 107 968 467).

The total net asset value (excluding non-controlling interest) increased to R 303, 2 million (June 2014: R278, 4
million) while net tangible asset value per share increased to 147.6 cents (June 2014: 124.7 cents), based on
108 609 467 (June 2014: 108 609 467) shares in issue.

Finance costs increased to R 7, 6 million (December 2013: R 6, 1 million) mainly due to higher interest paid on
long term debt, and increased sales activities. Interest cover slightly reduced to 6, 6 times (December 2013: 6, 9
times) with the total debt (interest-bearing) to equity ratio remaining at 0, 4 at December 2014 (June 2014: 0, 4).
GROUP CASH FLOW PERFORMANCE
Cash utilised in operating activities amounted to a deficit of R1, 7 million (December 2013: R 16, 0 million). The
increase in net working capital investment since 30 June 2014 amounted to R 58, 1 million represented by an
increase in inventory of R 9, 7 million (June 2014: R28, 5 million) and an increase in accounts receivable of R 45,
3 million (June 2014: R28, 1 million), respectively and a decrease in accounts payable and value added tax of R
3, 1 million (June 2014: R45, 0 million).
Debtors? days decreased marginally to 64, 8 days (June 2014: 62, 7 days) mainly due to continued customer
payment terms on exports remaining longer, due to the continued investment to allow market penetration in other
countries. Stock days decreased to 96, 0 days (excluding stock in transit) (June 2014: 101, 7 days (excluding
stock in transit)) reflecting seasonal requirements for product by the customer base. Creditors? days increased to
66, 3 days (excluding stock in transit suppliers) (June 2014: 73, 4 days (excluding stock in transit suppliers),
counteracting the movement in stock and debtors days. The net investment in working capital increased slightly
to 94, 5 days (June 2014: 91, 0 days).
Cash flow utilised in investing activities of R13, 7 million includes capital expenditure of R9, 1 million for
improvements and upgrades of manufacturing facilities, premises infrastructure upgrades and logistics
capabilities. R 4, 6 million was invested in product development activities.
The cash flow generated from financing activities of R 22, 5 million includes loan repayments of R11, 5 million,
debtor financing of R9, 8 million, a medium term loan of R20, 0 million to assist with the restructuring of medium
versus short term debt and financing obtained for capital projects and other capital expenditure of R 4,2 million.
OPERATIONAL REVIEW

INDUSTRIAL CHEMICALS

Revenue increased by 15, 4% to R 298, 9, million (December 2013: R 259, 1 million). The increase is mainly due
to export growth into Africa, leather chemical business growth and improved performance in the Pigments
business. Gross profit margins decreased to 14, 5% (December 2013: 16, 0 %), mainly due to continued
investment into the food chemical markets and organic pigment margins being under pressure.

The pigments operation continues to show improvement. Change strategies implemented during the latter part of
the last financial year, the positive management change and improved operational efficiencies contributed to its
performance. The volatile Rand/USD exchange rate resulted in higher raw material input costs somewhat
counteracted by the exchange rate effect on exports and lower input costs for solvent related products towards
the latter part of the year.

Operating costs increased to R 24, 5 million (December 2013: R 22, 6 million) mainly due to continued
investment in skills in the leather chemicals division and the food chemicals business, set off by a reduction in the
overheads at the pigments operations.

Capital expenditure of R 2, 0 million included the continued improvement of production facilities, quality
management systems, investment into testing/laboratory facilities and transport fleet upgrades.
The division will continue to improve its pigments operations, aggressively grow its European and African businesses
and build on the success of the leather and food chemical business.

AGRICULTURAL CHEMICALS

Revenue increased by 25, 7% to R 195, 2 million (December 2013: R 155, 3million). Gross profit margins
decreased to 27, 6% (December 2013: 29, 2 %) due to increased export activity at lower margins.

Operating costs increased to R 27, 7 million (December 2013: R 21, 7million) due to further investment in skills
and increased risk mitigation costs, and certain once off expenses.

Capital expenditure of R9.7 million included further upgrades of the existing production facility and investment
into product development amounting to R5, 3 million. Additional manufacturing and storage facilities are planned
to be erected on the newly acquired vacant property adjacent to the Agchem factory in Waltloo during 2016.
The development of a new distribution channel in Ghana is well underway with Mozambique, Zimbabwe and
Zambia performing to expectation. The expansion into Eastern Europe proved successful. The division will
continue to distribute products in the USA through its current distribution channel. New product registrations
which include product registrations for the new seed division are granted continuously both locally and
internationally.

Trial commercialisation of its green PGPR products (bacterial products) is in process, with full commercialisation
of this expected within the next two years.
MINING AND WATER CHEMICALS

Revenue increased by 42, 5% to R 94, 9 million (December 2013: R 66, 6 million) and gross profit margins
increased to 41, 4% (December 2013: 38, 5 %), mostly attributable to improved performance in all businesses
within the division.

Operating costs increased to R 55, 6 million (December 2013: R 40, 9 million) to facilitate support of top line
growth and a further investment in skills in the Water Chemical business.

Capital expenditure incurred amounted to R1,9 million and comprised investments into upgrades required in
terms of regulations at the Silica mine in Brits and the extension of the water chemicals fleet to improve logistics
capabilities in Botswana.
Rolfes PWM, the water chemicals business, has concluded negotiations for an exclusive distribution, royalty,
manufacturing and licensing agreement with Solenis (previously Ashland Water Technologies) securing the
technology to service the middle to large industrial sector in large parts of Sub-Saharan Africa. Solenis is a
leading global manufacturer of speciality chemicals for the pulp, paper, oil and gas, chemical processing, mining
and bio- refining, power and municipal markets. The company?s products includes an array of process, functional
and water treatment chemistries as well as state of the art monitoring control systems. With its head office in
Delaware the company operates 30 manufacturing facilities strategically located around the world. This
agreement and related technology puts PWM in a favourable position to compete in the large industrial sector
which previously proved to be difficult.

The silica operation has yielded excellent results during the six months ended 31 December 2014 on the back of
the diversified customer base developed in the previous financial year to ensure sustainability while the mining
sector continued to suffer the effects of the mining strikes experienced during the previous financial year. The
operation continued to implement plant upgrades to comply with DMR regulations and relevant legislation.

OPERATING ENVIRONMENT
The rand continued to weaken to the USD during the six months ended 31 December 2014. This affected the
Group positively regarding exports but had a negative impact on input costs related to imports. The Group?s net
foreign exchange exposure is constantly monitored to ensure a consistent approach to the hedging of short term
foreign exchange exposures to defend our margins and protect cash flows.
The general South African manufacturing environment remained weak for the period under review, the negative
effects thereof being partially offset by continued growth in exports.
FORWARD LOOKING

The Group is focussed on building its current chemicals divisions through pursuing further speciality chemicals and
related acquisitions as well as forming strategic alliances with international chemicals businesses and brands. The
rest of Africa remains a key growth area which will be leveraged off of via strategic relationships in African countries
and through various vehicles whilst continuing to carefully monitor the associated risks and mitigating these risks.

Developments within the water chemicals business includes the strategic alliance formed between Rolfes PWM and
Solenis (previously Ashland Water Technologies) providing the necessary technological support and extended
product range required to facilitate growth and the extension of water treatment services to large water treatment
facilities . The acquisition of the balance of the shares from minorities in Tetralon (Pty) Limited (acquired with the
PWM Group on 1 April 2013) and the subsequent sale of business into Rolfes Chemicals, allows for the proper
positioning of the personal and home care, equipment and chemicals trading business to the Industrial Chemical
division.

The reduced oil prices is expected to influence the Industrial Chemicals division performance on top line with the
effect offset by reduced raw material input costs in those businesses as well as the continued positive growth in
leather chemicals which forms part of the division. Further benefit will be derived from the extended product range
and skills levels the Tetralon brand brings to the Chemicals business. The group is also looking forward to an
improved performance in the Pigments business.

In the Agri-division the Group will remain focussed on optimising and increasing efficiencies to maximise benefits from
its working capital and capital investments. The newly established European operation is expected to contribute
positively to the divisions? performance in the near future. Development and testing of its new organic PGPR product
range is well underway.

Statements made throughout this announcement concerning the future performance of the Group have not been
reviewed or reported on by the Group?s auditors.
STRATEGIC OBJECTIVES AND RISKS

BBBEE OBJECTIVES

Standards have been set and initiatives have been implemented and fast tracked to ensure delivery on annual
transformation targets.

COMPLIANCE TO APPLICABLE LAWS AND REGULATIONS

Non-compliance in a highly regulated industry can lead to personal injury, reputational damage, fines and the loss of
certain operating licences. We have a well-engrained compliance culture balanced with an understanding of our
rights under the relevant laws where we operate.

HUMAN RESOURCES

The Group recognises the fundamental role of human capital in securing sustainable success and remains
committed to protecting, motivating and incentivising this critical asset. The Group further recognises that
transformation is crucial to future growth and steps are underway to improve our transformation performance.

CORPORATE GOVERNANCE

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


DIVIDENDS

After careful consideration, the Board has decided that no interim dividend be declared. The Group wishes to
preserve its cash resources to ensure that it invests into growth areas of the business. This decision will again be
reviewed at the end of the financial reporting period, 30 June 2015.

BASIS OF PREPARATION

The unaudited condensed consolidated interim financial statements are prepared as a going concern on a
historical cost basis except for the measurement of financial assets and liabilities at fair value through profit and
loss and at fair value through other comprehensive income in accordance with accounting policies.
The Board acknowledges its responsibility for the preparation of the unaudited condensed consolidated interim
financial results which were prepared by Ms Lizette Lynch, the Group Financial Director of Rolfes Holdings
Limited. The unaudited condensed consolidated interim financial results for the period ended 31 December 2014
have been prepared in accordance with the framework concepts and the measurement and recognition
requirements of International Financial Reporting Standards (IFRS) 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 (71 of 2008), as amended.
ACCOUNTING POLICIES
The unaudited condensed consolidated interim financial results do not include all the information required by
IFRS for full financial statements.
The accounting policies adopted in the preparation of the unaudited condensed consolidated interim financial
results for the period ended 31 December 2014 are consistent with those applied in the preparation of the annual
financial statements for the year ended 30 June 2014. All new interpretations and standards were assessed and
adopted with no material impact.
BUSINESS COMBINATIONS
The Group purchased the remaining 30% of the shares in Tetralon (Pty) Limited effective 1 January 2015 from
minority shareholders. The change in ownership without the loss of control will be fully disclosed in the year end
results announcement. 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.
RELATED PARTY TRANSACTIONS

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

DIRECTORATE AND CHANGES TO THE BOARD

As announced on SENS on 13 October 2014, Messrs Arnold Fourie and Takalani Tshivhase resigned from the
Rolfes Board.

Mr Andre J Hanekom has resigned from the board, with effect from 20 February 2015, to pursue personal
business interests. Ms Lizette Lynch has been reappointed in the interim as Group Financial Director, until a
suitable replacement is found and Mrs Tessa Swanepoel (B.Com Hons) has been appointed as Company
Secretary, also with effect from 20 February 2015

We thank all outgoing directors for their service to Rolfes during their tenure as directors and wish them well in
their future endeavours.

SUBSEQUENT EVENTS

No material events have occurred between the six month period ended 31 December 2014 (?interim period?) and
the date of this announcement except for the change of ownership without the loss of control transaction and the
changes to the Board of Directors as disclosed in this announcement.


On behalf of the Board

BT Ngcuka                                           E van der Merwe
Chairman                                            Chief Executive Officer
23 February 2015

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 Lynch (Group Financial
Director), MS Teke*, KT Nondumo*#, SS Mafoyane *# , MM Dyasi*#, DM Mncube *#

*Non-executive # Independent

Company Secretary: T Swanepoel Results prepared by: L Lynch

Commentary prepared by: L Lynch and E van der Merwe

Sponsors: Grindrod Bank Limited

Registered auditors: SizweNtsalubaGobodo Incorporated

Date: 23/02/2015 11:39:00 Supplied by www.sharenet.co.za                     
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