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A E C I Limited - Reviewed Condensed Financial Results, Final Cash Dividend Declaration And Special Cash Dividend Declaration

Release Date: 24/02/2015 07:05:00      Code(s): AFE     
AECI LIMITED
(Incorporated in the Republic of South Africa) 
Registration number 1924/002590/06
Tax reference number 9000008608
(?AECI? or ?the Group? or ?the Company?) 
Share code: AFE
ISIN Number: ZAE000000220

Reviewed condensed consolidated financial results, final cash dividend 
declaration and special cash dividend declaration
For the year ended 31 December 2014

Best-ever safety performance ? TRIR of 0,50
Revenue +6% to R16,9bn
Cash generation >R1bn
Headline earnings +7% to R943m
Profit from operations +14% to R1 596m
EPS +16% to 979c, HEPS +6% to 842c
Australian entry ? commercial blasting from Jan ?15
Final ordinary cash dividend of 225cps declared
Special dividend of 375cps also declared

Income statement
                                                                2014      2013
R millions                                        % change             Audited
Revenue (2)(3)                                          +6    16 903    15 942
Net operating costs                                          (15 307)  (14 544)
Profit from operations(3)                              +14     1 596     1 398
Interest expense                                                (204)     (211)
Interest received                                                 54        37
Share of profit of equity-accounted investees,
net of tax                                                        31        43
Profit before tax                                              1 477     1 267
Tax expense                                                     (368)     (313) 
Profit for the year                                            1 109       954
Profit for the year attributable to:
? Ordinary shareholders                                        1 096       946
? Preference shareholders                                          3         3
? Non-controlling interest                                        10         5
                                                               1 109       954
Headline earnings are derived from:
Profit attributable to ordinary shareholders                   1 096       946
Impairment of goodwill                                             ?         5
Impairment of property, plant and equipment                        3         9
Impairment of assets held for sale (3)                            21         ? 
Profit on partial disposal of net investment in
foreign operation                                                  ?       (38) 
Surplus on derecognition of businesses, joint
ventures and subsidiaries disposed of                              ?        (3) 
Surplus on disposal of property, plant and
equipment                                                         (3)      (49)
Surplus on disposal of assets held for sale (3)                 (202)        ? 
Tax effects of the above items                                    28        15
Headline earnings                                                943       885
Per ordinary share (cents):
Headline earnings                                       +6       842       791
Diluted headline earnings                                        800       740
Basic earnings                                         +16       979       845
Diluted basic earnings                                           929       791
Ordinary dividends declared                             +7       225       210
Special dividend declared                                        375         ?
Ordinary dividends paid                                          325       290

Statement of comprehensive income
                                                                2014      2013
R millions                                                             Audited
Profit for the year                                            1 109       954
Other comprehensive income net of tax:
Items that may be reclassified subsequently to profit 
or loss:
Foreign currency translation differences                         164       362
Items that may not be reclassified subsequently to 
profit or loss:
Remeasurement of defined-benefit obligations                     (65)       86
Total comprehensive income for the year                        1 208     1 402
Total comprehensive income attributable to:
? Ordinary shareholders                                        1 194     1 389
? Preference shareholders                                          3         3
? Non-controlling interest                                        11        10
                                                               1 208     1 402

Statement of changes in equity
                                                                2014      2013
R millions                                                             Audited
Total comprehensive income for the year                        1 208     1 402
Dividends paid                                                  (378)     (336)
Business combinations and change in ownership percentage           5         7
Share-based payment reserve                                       91        47
Equity at the beginning of the year                            6 877     5 757
Equity at the end of the year                                  7 803     6 877
Made up as follows:
Ordinary share capital                                           116       116
Share premium                                                    496       496
Reserves                                                         830       813
Property revaluation surplus                                       ?       237
Foreign currency translation reserve                             663       500
Share-based payment reserve                                      167        76
Retained earnings                                              6 284     5 394
Non-controlling interest                                          71        52
Preference share capital                                           6         6
                                                               7 803     6 877

Reconciliation of weighted average number of shares
                                                                2014      2013
Millions                                                               Audited
Weighted average number of ordinary shares at beginning of
the year                                                       138,3     138,3
Weighted average number of unlisted ordinary shares held by
consolidated EST                                               (10,1)    (10,1) 
Weighted average number of contingently returnable ordinary
shares held by CST                                              (4,4)     (4,4)
Weighted average number of shares held by consolidated
subsidiary                                                     (11,9)    (11,9)
Weighted average number of ordinary shares for basic
earnings per share                                             111,9     111,9
Dilutive adjustment for potential ordinary shares                6,0       7,7
Weighted average number of ordinary shares for diluted
earnings per share                                             117,9     119,6

Industry segment analysis
                                                                   Revenue
                                                                2014      2013
R millions                                                             Audited
Explosives                                                     7 256     7 434
Specialty chemicals                                            9 368     8 359
Property??(3)                                                     871       672
Group services and inter-segment                                (592)     (523)
                                                              16 903    15 942

                                                                  Profit from 
                                                                  operations
                                                                2014      2013
R millions                                                             Audited
Explosives                                                       372       572
Specialty chemicals                                            1 000       922
Property??(3)                                                     490       219
Group services and inter-segment                                (266)     (315)
                                                               1 596     1 398

                                                                  Net assets
                                                                2014      2013
R millions                                                             Audited
Explosives                                                     3 409     3 059
Specialty chemicals                                            4 931     4 541
Property??(3)                                                     241     1 051
Group services and inter-segment                                (130)      (38)
                                                               8 451     8 613

Net assets consist of property, plant, equipment, investment property, 
intangible assets, goodwill, inventory, accounts receivable and assets 
classified as held for sale less accounts payable.

Statement of financial position
                                                                2014      2013
                                                              31 Dec    31 Dec
R millions                                                             Audited
Assets
Non-current assets                                             7 161     6 472
Property, plant and equipment                                  4 046     3 756
Investment property                                              172       173
Intangible assets                                                247       143
Goodwill (4)                                                   1 291     1 123
Pension fund employer surplus accounts                           179       231
Investments in associates                                        260       217
Investments in joint arrangements                                308       301
Other investments                                                 99        50
Deferred tax                                                     555       468
Loans receivable                                                   4        10
Current assets                                                 7 626     7 921
Inventories??(3)                                                2 879     3 090
Accounts receivable                                            3 243     3 326
Assets classified as held for sale??(3)                            85       286
Tax receivable                                                    43         ?
Cash                                                           1 376     1 219
Total assets                                                  14 787    14 393
Equity and liabilities
Ordinary capital and reserves                                  7 726     6 819
Non-controlling interest??(4)                                      71        52
Preference share capital                                           6         6
Total equity                                                   7 803     6 877
Non-current liabilities                                        2 484     2 214
Deferred tax                                                     189       168
Non-current borrowings                                         1 251     1 099
Non-current provisions and employee benefits                   1 044       947
Current liabilities                                            4 500     5 302
Accounts payable??(3)                                           3 512     3 284
Current borrowings                                               791     1 861
Loans from joint arrangements                                     49        21
Tax payable                                                      148       136
Total equity and liabilities                                  14 787    14 393

Statement of cash flows
                                                                2014      2013
R millions                                                             Audited
Cash generated by operations??(3)                               2 318     2 261
Dividends received                                                43        62
Interest paid                                                   (204)     (212)
Interest received                                                 54        37
Tax paid                                                        (488)     (464) 
Changes in working capital                                       547      (426) 
Expenditure relating to defined-benefit costs                    (94)     (104) 
Expenditure relating to non-current provisions and
employee benefits                                                (59)      (32)
Cash available from operating activities                       2 117     1 122
Dividends paid                                                  (378)     (336)
Cash flows from operating activities                           1 739       786
Cash flows from investing activities                            (704)     (772) 
Net investment expenditure??(4)                                  (499)     (239) 
Proceeds on disposal of capital property assets??(3)              507         ? 
Net capital expenditure                                         (712)     (533) 
Net cash generated before financing activities                 1 035        14
Cash flows from financing activities                            (912)      (28) 
Non-current loans receivable                                       6         1
Borrowings                                                      (918)      (29)
Increase/(decrease) in cash                                      123       (14) 
Cash at the beginning of the year                              1 219     1 069
Translation gain on cash                                          34       164
Cash at the end of the year                                    1 376     1 219

Other salient features
                                                                2014      2013
R millions                                                             Audited
Capital expenditure                                              745       633
? expansion                                                      335       293
? replacement                                                    410       340
Capital commitments??(4)                                          342       746
? contracted for                                                 161        87
? not contracted for                                             181       659
Future rentals on property, plant and equipment leased           358       199
? payable within one year                                         91        71
? payable thereafter                                             267       128
Net borrowings                                                   666     1 741
Gearing (%)*                                                       9        25
Current assets to current liabilities                            1,7       1,5
Net asset value per ordinary share (cents)                     6 644     5 864
Depreciation and amortisation                                    547       537
ZAR/US$ closing exchange rate (rand)                           11,57     10,50
ZAR/US$ average exchange rate (rand)                           10,85      9,63

*Borrowings less cash as a percentage of total equity.

Notes
(1) Basis of preparation and accounting policies
The reviewed condensed consolidated financial results are prepared in accordance 
with the requirements of the JSE Limited?s Listings Requirements (?Listings 
Requirements?) for provisional reports and the requirements of the
Companies Act of South Africa. The Listings Requirements require provisional reports 
to be prepared as follows: in accordance with the framework concepts and the 
measurement and recognition requirements of International Financial Reporting 
Standards (?IFRS?); the South African Institute of Chartered Accountants Financial 
Reporting Guides as issued by the Accounting Practice Committee; Financial 
Pronouncements as issued by the Financial Reporting Standards Council; and to also, 
as a minimum, contain the information required by IAS 34 Interim Financial 
Reporting. The accounting policies applied in the preparation of the reviewed 
condensed consolidated financial results are in terms of IFRS and are consistent 
with those applied in the previous consolidated annual financial statements. The 
preparation of these reviewed condensed consolidated financial results for the year 
ended 31 December 2014 was supervised by the Financial Director, Mr KM Kathan CA(SA) 
AMP (Harvard). The reviewed condensed consolidated financial results, excluding 
commentary, have been reviewed by the Company?s auditors, KPMG Inc, who have issued 
an unmodified review opinion. A copy of the review opinion is obtainable from AECI?s 
registered office.

(2) Includes foreign and export revenue of R5 417 million (2013: R5 224 million).

(3) The AECI Group disposed of the bulk of its surplus property assets, at 
Modderfontein, to Shanghai Zendai Property Limited on 20 March 2014 for a 
consideration of R978 million (excluding VAT). Certain portions of the land disposed 
of were development property while the remaining portions represented disposal of 
capital assets. R462 million of the consideration was recognised in revenue, with 
R386 million recognised as proceeds on disposal of capital assets, R9 million in 
respect of reimbursement and related costs and the remaining R121 million recognised 
in the statement of financial position, under accounts payable, as income received in 
advance. In the statement of cash flows proceeds of R507 million (R386 million in 
proceeds and R121 million of cash received in advance) were included as a cash 
inflow under investing activities while the remainder formed part of cash generated 
by operations.

A net profit of R421 million was included in profit from operations of the property 
segment. R202 million of that profit related to the disposal of capital assets and 
was deducted from headline earnings. The property segment?s profit from operations 
also included an impairment of R21 million relating to a portion of land forming 
part of the transaction. In accordance with IFRS 5, this impairment was recognised 
because the carrying amount exceeded its allocated selling price.

Property assets included in assets classified as held for sale at 31 December
2014 amounted to R74 million. The proceeds in respect of this were R121 million. The 
resultant profit of R47 million before tax, will be recognised
when the land is transferred to Shanghai Zendai Property Limited.

(4) On 1 July 2014 AECI?s wholly-owned subsidiary ImproChem Proprietary Limited 
acquired Clariant Southern Africa Proprietary Limited?s (?Clariant?) water treatment 
business in Africa, all its South African assets and a 50% interest in its subsidiary 
Blendtech Proprietary Limited. This was included in capital commitments at 31 December 2013.

In the six months to 31 December 2014, the Clariant business contributed revenue of 
R294 million and profit from operations of R16 million. If the acquisition had 
occurred on 1 January 2014, management estimates that AECI?s consolidated revenue 
would have been R17 412 million and AECI?s consolidated profit from operations would 
have been R1 631 million.

The Clariant acquisition had the following effects on the Group?s assets and
liabilities:
Acquirees? net assets at acquisition date
Property, plant and equipment                                              64
Intangible assets                                                         123
Working capital                                                            93
Deferred and current tax                                                  (30)
Net identifiable assets and liabilities                                   250
Non-controlling interest acquired                                         (14) 
Goodwill on acquisition                                                   169
Net cash outflow (included in net investment expenditure)                 405

(5) The AECI Group entered into various sale and purchase transactions with related 
parties in the Group in the ordinary course of business, on an arm?s length basis, 
the nature of which was consistent with those previously reported. All transactions 
and balances with these related parties have been eliminated appropriately in the 
consolidated results.

(6) The AECI Group measures forward exchange contracts at fair value using inputs as 
described in Level 2 of the fair value hierarchy. The fair values for forward 
exchange contracts are based on quotes from brokers. Similar contracts are traded in 
an active market and the quotes reflect the actual transactions on similar 
instruments. All other financial assets or liabilities? carrying values approximate 
their fair values based on the nature or maturity period of the financial 
instrument. There were no transfers between Levels 1, 2 or 3 of the fair value 
hierarchy during the year ended 31 December 2014.

(7) The reviewed condensed consolidated financial results do not include all of the 
disclosures required for full annual financial statements and should be read in 
conjunction with the consolidated annual financial statements for the year ended 
31 December 2013.

Commentary
Performance
AECI delivered robust results in a very challenging year characterised by the 
unprecedented five-month platinum sector mining strikes, weakening commodity prices 
and continued low growth in South Africa?s manufacturing sector and the overall 
economy. Revenue increased by 6% to R16 903 million (2013: R15 942 million). 32% of 
this was generated outside South Africa, reflecting the benefits of the Group?s 
strategy to diversify geographically.

Profit from operations of R1 596 million was 14% higher than 2013?s R1 398 million. 
Headline earnings improved by 7% to R943 million (2013: R885 million). EPS was 979 
cents (2013: 845 cents), a 16% year-on-year improvement. HEPS improved by 6% to 842 
cents (2013: 791 cents) notwithstanding the 193cps and 25cps negative impacts of the 
strikes and restructuring costs, respectively.

The completion of the bulk surplus property sale at Modderfontein and a
record performance from the specialty chemicals cluster were key to growth in the 
Group?s profitability. Aggressive cost control and working capital management also 
yielded results.

The platinum mining strikes had a R300 million negative impact on AECI?s profit from 
operations. The Group?s results normalised in the last quarter as the platinum 
sector recovered.

The Company made good progress in de-risking its defined-benefit obligations and 
finalisation of the necessary regulatory processes is in progress.

The Board has declared a final cash dividend of 225 cents per ordinary share (2013: 
210 cents), a 7% year-on-year increase. This brings the total ordinary dividend for 
the 2014 financial year to 340 cents per ordinary share, an 8% increase on 2013?s 
315 cents.

Having received the full cash proceeds from the bulk property sale at Modderfontein, 
the Board has decided to return the majority of the net proceeds to shareholders. 
Accordingly, in addition to the final ordinary cash dividend, it has also declared a 
special dividend of 375 cents per ordinary share, subject to approval by the South 
African Reserve Bank.

Safety
A highlight of 2014 was that AECI?s Total Recordable Injury Rate (?TRIR?)
improved further to 0,50 (2013: 0,52) ? its best ever. Another exceptional 
performance from AEL Mining Services (?AEL?) underpinned the improvement. The TRIR 
measures the number of incidents per 200 000 hours worked.

Tragically a fatality occurred after the reporting date, when a Group employee died 
in a traffic accident while travelling on a public road to a customer?s site in the 
Northern Cape.

Explosives
Revenue from AEL decreased by 2% to R7 256 million (2013: R7 434 million). The 
negative effects of the platinum mining sector strikes, lower volumes in
Indonesia and West Africa, and price pressures adversely affected revenue. The 
operating margin ratio declined to 5,1% (2013: 7,7%).

Overall explosives volumes to mining customers decreased by 4% while initiating 
systems decreased by 19%. Profit from operations declined by 35% to R372 million 
(2013: R572 million). It is estimated that R170 million of the decline was directly 
attributable to the strikes. In addition, a further R28 million was spent on 
completing AEL?s restructuring processes.

The Southern African operations performed solidly and explosives volumes improved by 
1,2%. There was good growth in the iron ore and coal mining businesses. AEL?s market 
share increased in the coal mining sector, thanks to volumes gained in a tender 
process concluded in the last quarter.

South Africa?s narrow reef gold mining industry continued to restructure and certain 
operations closed as the low gold price compromised profitability further. It was 
pleasing that, notwithstanding these difficult trading conditions, AEL gained market 
share in this sector in the second six months.

Explosives volumes in the rest of Africa slowed in the second half to deliver growth 
of 1% for the year. A strong performance in Central Africa was offset by lower West 
African volumes. Over and above the effects of the declining gold price, results 
were impacted by foreign exchange losses due to de- dollarisation in Ghana for six 
months, political unrest in Burkina Faso and the Ebola outbreak in parts of the 
region.

Poor thermal coal prices had a significant effect on volumes in Indonesia, with an 
overall decrease of 26%. Certain smaller coal miners discontinued their operations, 
while the activities of AEL?s largest customer were compromised by coal offloading 
logistics and power constraints. Thermal coal prices are forecast to remain 
depressed for the foreseeable future and, accordingly, restructuring is underway to 
ensure that costs reduce in line with market demand. Nonetheless, AEL?s strategic 
position in the region remains strong.

A highlight was the successful establishment of a bulk emulsion plant in Queensland, 
Australia. A five-year supply agreement was signed with Thiess in Australia for the 
supply of explosives and initiating systems. Thiess is the world?s largest mining 
contractor. AEL commenced commercial operations during January 2015.

Capital expenditure in 2014 was R499 million, of which R183 million was for 
expansion and R316 million was replacement capital. Key projects at Modderfontein 
included a more efficient ammonia offloading facility; final closure of the old 
initiating systems plant and the completion of the new detonator campus; and a 
statutory shutdown of the No. 11 Nitric Acid plant. Investments were also made in 
the Australian expansion and at various customer sites to support growth.

Specialty chemicals
Revenue increased by 12% to R9 368 million (2013: R8 359 million) and profit from 
operations was a record R1 000 million, 8,5% higher than the R922 million of last year. 
Overall volumes grew by 4%. These excellent results reflect the benefits of acquisitions 
finalised in the current and prior years, improved cost efficiencies from active portfolio 
restructuring initiatives and the effects of the weaker ZAR/US$ exchange rate. The 
expansion of the product and services offering through agreements with new principals 
also boosted competitive advantage.

The operating margin ratio declined slightly to 10,7% from 11,0% due to higher 
Nulandis sales at lower margins and lower profitability at Senmin. It is estimated 
that R130 million profit from operations was lost due to the strikes by the segment 
as a whole.

There were excellent performances from Chemical Initiatives (?CI?), Experse 
(formerly Lake Specialties), ImproChem and Nulandis. There was a pleasing turnaround 
in ChemSystems and Senmin delivered a credible result, recovering well in the last 
quarter from the strike impact in the first nine months.

As previously announced, Clariant Southern Africa?s water treatment business was 
acquired for R405 million. The business was successfully integrated into ImproChem 
and its financial results consolidated from July 2014. The consolidated business? 
performance met expectations. The acquisition is in line with the Group?s strategy 
to grow its African footprint in the water solutions sector.

The agricultural sector in Africa and in other selected geographies is one of the 
AECI Group?s strategic growth pillars. Nulandis is leading this strategic thrust. 
Ecologika?, a division of CI, also services the agricultural sector with specialty 
sulphur-based products and was integrated with Nulandis on 1 January 2015. This will 
allow Ecologika? to benefit from Nulandis? established footprint in South Africa and 
the rest of Africa. At the same time Nulandis? portfolio will be enhanced, 
strengthening the AECI Group?s position and prospects in the agricultural sector.

The Akulu Marchon (?Akulu?) business is being restructured. The petroleum jelly 
division was closed and its assets are being sold. The white oils activities were 
integrated with Industrial Oleochemical Products. In the second quarter of 2015 the 
surfactants business will transfer to CI and the personal care portfolio will be 
divisionalised into ChemSystems. It is intended that the remaining 50% share in the 
Resinkem joint venture will be acquired, whereafter this business will also move to 
ChemSystems.

Capital expenditure for the segment totalled R227 million (2013: R236 million) of 
which R146 million was for expansion. Key projects included a new blending plant at 
SA Premix, in Burgersdorp; installation of a new reactor at ImproChem, Umbogintwini, 
to manufacture GE products and replace imports; completion of SANS Technical Fibers? 
technology conversion project in the USA; and construction of a new Research and 
Development centre for Senmin, in Sasolburg.

Property
Revenue was R871 million (2013: R672 million). Of this, R462 million related to the 
bulk sale of land at Modderfontein to Shanghai Zendai, R55 million to land sales at 
Somerset West and R354 million to the on-going leasing and services businesses. 
Profit from operations was R490 million (2013: 219 million), including R421 million 
from the Shanghai Zendai transaction.

Of the R421 million, R202 million was non-headline. When the balance of the land is 
transferred to Shanghai Zendai a further R47 million, before tax, will be recognised 
as non-headline earnings. This is expected to be completed in the first half of 2015.

The Group continues to evaluate alternatives for the disposal of its surplus land 
and assets at Somerset West. A bulk disposal remains the preferred solution and 
offers from potential purchasers are being considered.

Cash utilisation
Capital expenditure was higher than in the prior year, totalling R745 million
(2013: R633 million) with R335 million of this invested in expansion
projects. The majority of the expenditure was on AEL projects at Modderfontein that 
have secured the continued reliable supply of ammonium nitrate to support growth 
into the foreseeable future.

Gearing was at 9% from 25% in December 2013. Gearing was lower owing to the receipt 
of cash from the bulk sale of Modderfontein. Net working capital improved to 15,4% 
of revenue (2013: 19,6%).

Cash interest cover improved to 14,6 times (2013: 11,4 times). Net interest paid 
decreased to R150 million (2013: R175 million) as the proceeds from the property 
sale improved the debt position.

Competition Commission
On 4 December, the Competition Commission of South Africa (?the Commission?) 
conducted a search and seizure (?Dawn Raid?) at the offices of Akulu in Gauteng, and 
at a competitor.

Akulu manufactures and supplies a wide range of surfactant products. The Dawn Raid 
operation was part of the Commission?s on-going investigation into collusive conduct 
in the market for the production and supply of a range of surfactant products used 
as input materials in the manufacture of blended household detergents.

The Commission seized documents and electronic data which are currently being 
analysed together with other information gathered to determine whether a 
contravention of the Competition Act No. 89 of 1998 has occurred.

AECI has comprehensive policies and practices in place to prevent anti- competitive 
or other inappropriate business practices. Training in this regard is conducted 
across the Group and AECI prides itself in being an enterprise with the highest 
standards in governance and ethics. In this context, the Dawn Raid was extremely 
disappointing.

In line with policy, the Company has cooperated fully with the Commission?s
investigation thus far and will continue to do so.

Directorate
Godfrey Gomwe was appointed as a Non-executive Director on the Company?s
Board with effect from 31 January 2015. AECI welcomes him and looks forward
to his contribution in years to come.

Outlook and strategy
The outlook for the global economy and commodity prices remains uncertain.
Growth in the South African economy is expected to remain weak in 2015, as is that 
in the local manufacturing sector. Electricity supply issues, volatility in the oil 
price and labour relations in the mining sector remain of concern.

AECI will need to be nimble and flexible enough to adapt its strategy and business 
model to any changes in the environment and the needs of its customers. Cost control 
and working capital management will be priorities.

Nonetheless, due to its strategic positioning, AECI believes it is well placed to 
take advantage of opportunities in its chosen growth areas of mining solutions, 
agriculture, water solutions and food additives. Growth by strategic acquisition 
will remain a focus.

The Group will continue to consolidate and diversify its geographical footprint and 
will build on progress made in Australia and Indonesia. In Africa it will also 
continue to leverage the benefits of its footprint and know-how, established over 
many years.

The benefits of recent strategic capital expenditure programmes will also
make a positive contribution to the Group?s performance in 2015 and beyond.

Schalk Engelbrecht                         Mark Dytor
Chairman                                   Chief Executive

Woodmead, Sandton
24 February 2015

Directors: S Engelbrecht (Chairman), MA Dytor (Chief Executive)#, RMW Dunne*, 
Z Fuphe, G Gomwe**, RL Hiemstra, KM Kathan (Financial Director)#, LL Mda, AJ Morgan, 
LM Nyhonyha, R Ramashia.
# Executive *British **Zimbabwean

Group Company Secretary: EN Rapoo

Notice to shareholders
Declaration of final ordinary cash dividend no. 162
Notice is hereby given that, on Monday, 23 February 2015, the Directors of AECI 
declared a gross final cash dividend of 225 cents per share, in respect of the 
financial year ended 31 December 2014. The dividend is payable on Tuesday, 7 April 2015 
to holders of ordinary shares recorded in the register of the Company at the close 
of business on the record date, being Thursday, 2 April 2015.

The last day to trade cum dividend will be Thursday, 26 March 2015 and shares will 
commence trading ex dividend as from the commencement of business on Friday, 
27 March 2015.

A South African dividend withholding tax of 15% will be applicable to all 
shareholders who are not either exempt or entitled to a reduction of the withholding 
tax rate in terms of a relevant Double Taxation Agreement resulting in a net 
dividend of 191,25000 cents per share payable to those shareholders who are not 
eligible for exemption or reduction. Application forms for exemption or reduction 
may be obtained from the Transfer Secretaries and must be returned to them on or 
before Thursday, 26 March 2015.

The issued share capital at the declaration date is 128 241 140 listed ordinary 
shares, 10 117 951 unlisted redeemable convertible B ordinary shares and 3 000 000 
listed cumulative preference shares. The dividend has been declared from the income 
reserves of the Company. No Secondary Tax on Companies? credits are available 
for use.

Any change of address or dividend instruction must be received on or before
Thursday, 26 March 2015.

Share certificates may not be dematerialised or rematerialised between
Friday, 27 March 2015 to Thursday, 2 April 2015, both days inclusive.

By order of the Board
E N Rapoo
Group Company Secretary

Woodmead, Sandton
24 February 2015

Special dividend declaration
Shareholders are advised that the Directors of AECI have declared a gross
special dividend (?Special Dividend?) of 375 cents per ordinary share,
thereby returning to shareholders the majority of the net proceeds from the bulk 
property sale at Modderfontein.

The special dividend is subject to approval by the Financial Surveillance
Department of the South African Reserve Bank (?SARB?). A finalisation
announcement confirming receipt of SARB approval will be released on SENS by no 
later than Friday, 15 May 2015.

The Special Dividend is a dividend as defined in the Income Tax Act, 1962 and in 
terms of this Act a dividend withholding tax rate of 15% is applicable to 
shareholders who are not exempt from dividend withholding tax, resulting in a net 
dividend amount of 318,75000 cents per share. The dividend has been declared from 
the income reserves of the Company. No Secondary Tax on Companies? credits are 
available to be used.

The Directors have satisfied the solvency and liquidity test as required in terms of 
section 4(1) of the Companies Act, Act No. 71 of 2008. The issued share capital is 
128 241 140 listed ordinary shares and 10 117 951 unlisted redeemable convertible B 
ordinary shares.

The salient dates for the Special Dividend are as follows:

                                                               2015
Finalisation date*                                             Friday, 15 May 
Last day of trade to receive Special Dividend                  Friday, 22 May 
Shares commence trading ex Special Dividend                    Monday, 25 May 
Record date                                                    Friday, 29 May 
Payment date                                                   Monday, 1 June

Any change of address or dividend instruction must be received on or before
Thursday, 21 May 2015.

Share certificates may not be dematerialised or rematerialised from Monday,
25 May 2015 to Friday, 29 May 2015, both days inclusive.

By order of the Board
EN Rapoo
Group Company Secretary

Woodmead, Sandton
24 February 2015

Transfer Secretaries
Computershare Investor Services (Pty) Ltd
70 Marshall Street
Johannesburg
2001

Computershare Investor Services PLC P O Box 82
The Pavilions
Bridgwater Road
Bristol BS 99 7NH
England

Registered Office
1st floor, AECI Place
24 The Woodlands Woodlands Drive Woodmead
Sandton

Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 24/02/2015 07:05:00 Supplied by www.sharenet.co.za                     
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