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Rolfes Holdings Limited - Unaudited Condensed Consolidated Interim Results For The Period Ended 31 December 2015

Release Date: 22/02/2016 07:41:00      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

PERFORMANCE SUMMARY

* Headline earnings increased by 53, 4% to R38, 2 million (December 2014: R24, 9 million)

* Operating profit increased by 19, 8% to R60, 1 million (December 2014: (R50, 1 million)

* Revenue increased by 6, 2% to R625, 7 million (December 2014: R589,3 million)

* Headline earnings per share increased by 22, 7% to 28, 4 cents per share
  (December 2014: 23, 1 cents per share)

* Normalised Headline earnings per share increased by 35, 5% to 31, 3 cents per share
  (December 2014: 23, 1 cents per share)


UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT
31 DECEMBER 2015

                                                 Unaudited          Unaudited           Audited
                                               31 Dec 2015        31 Dec 2014      30 June 2015
                                                     R?000              R?000             R?000

 ASSETS
 Non-current assets                                 425 359            268 866          287 227
 Plant and equipment                                102 393             77 483           73 023
 Property                                            57 412             48 495           57 412
 Intangible assets                                  265 554            142 888          156 792

 Current assets                                     614 760            516 933          531 026
 Inventories                                        274 098            248 290          215 127
 Trade and other receivables                        272 915            236 815          185 074
 Sundry debtors and deposits                          7 985              6 680                -
 Cash and cash equivalents                           53 921             16 970           11 873
 Assets classified as held for sale                       -                  -           95 732
 Value added tax receivable                           5 841              8 178           11 240
 Total assets                                     1 040 119            785 799          818 253

 EQUITY AND LIABILITIES
 Capital and reserves                               489 531            369 673          372 304
 Share capital                                        1 619              1 086            1 086
 Treasury shares                                      (868)              (868)            (868)
 Share premium                                      209 269             49 802           49 802
 Retained income                                    266 762            247 717          253 677
 Equity holders of the parent                       482 670            303 225          309 044
 Non-controlling interest                             6 861             66 448           63 260

                                                                                                 
 Non-current liabilities                            280 468             82 716           77 606
 Vendor loan                                              -              7 811                -
 Interest-bearing liabilities                       148 619             47 373           42 274
 Interest-bearing liabilities: Term loan            100 034                  -                -
 Deferred tax liability                              28 837             23 548           32 496
 Provisions for reconstruction                        2 978              2 719            2 836
 Loss in associate                                        -              1 265                -

 Current liabilities                                270 120            333 410          368 343
 Trade and other payables                           230 920            194 210          160 287
 Short term liabilities: Interest bearing            14 987             23 788           27 433
 Short term liabilities: Non- interest                    -              6 922                -
 bearing
 Current portion of interest-bearing                 20 000             29 298           42 316
 liabilities
 Cash and cash equivalents                                -             71 006           71 586
 Tax liability                                        1 415              4 383            3 567
 Sundry creditors and provisions                      2 798              3 803               17
 Liabilities directly associated with assets              -                  -           60 179
 classified as held for sale
 Total equity and liabilities                     1 040 119            785 799          818 253



Number of shares in issue (?000)                    108 609            108 609          108 609
Shares issued (?000)                                 53 333                  -                -
Treasury shares (?000)                                (641)              (641)            (641)
Shares in issue (?000)                              161 301            107 968          107 968
Weighted number of shares in issue                  134 634            107 968          107 968
(?000)


UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2015

                                                Unaudited      Unaudited         Audited
                                                six months     six months           year
                                              31 Dec 2015    31 Dec 2014    30 June 2015
                                                     R?000          R?000          R?000

Revenue                                           625 684        589 284       1 131 954
Cost of sales                                   (479 566)      (452 683)       (880 678)
Gross profit                                      146 118        136 601         251 276
Other operating income                              1 153        (1 008)           5 769
Operating expenses                               (87 185)       (85 515)       (177 526)
Operating profit before interest                   60 086         50 078          79 519
Finance income                                        266            210             531
Finance expenses                                  (9 381)        (7 770)        (18 864)
Net profit before taxation                         50 971         42 518          61 186
Tax expenses                                     (12 305)        (9 940)        (13 836)
Profit for the period                              38 666         32 578          47 350

Attributable to:
Owners of the parent                               38 114         24 864          39 371
Non-controlling interest                              553          7 714           7 979
Reconciliation of headline earnings

                                                                                          
Attributable profit                                38 114         24 864          39 371

Adjusted for the after-tax effect of:
Loss/ (profit) from sale of fixed asset                52             81            (96)
Impairment of loans                                     -              -           1 951
Headline earnings                                  38 166         24 945          41 226
Earnings per share (cents)
- Basic                                             28.31          23.03           36.50
- Headline                                          28.35          23.10           38.20


UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE
PERIOD ENDED 31 DEC 2015

                                               Unaudited      Unaudited         Audited
                                               six months     six months           year
                                             31 Dec 2015    31 Dec 2014    30 June 2015
                                                    R?000          R?000          R?000

Cash flow (utilised in)/ generated from:
Operating activities                            (14 246)         (1 716)         38 927
Finance income                                       266             210            531
Finance cost                                     (9 315)         (7 770)       (18 864)
Tax paid                                        (15 903)        (10 961)       (19 743)
Cash flow utilised in investing activities     (237 636)        (13 683)       (27 248)
Cash flow generated from financing               381 707          22 473         18 168
activities
Cash (deficit) for the period                    104 880        (11 447)        (8 229)
Cash and cash equivalents
- beginning of the period                       (50 959)        (42 589)       (42 589)
Cash and cash equivalents
- end of the period                               53 921        (54 036)       (50 959)




                                                                                          
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR
THE PERIOD

ENDED 31 DECEMBER 2015
                 Ordinary     Share    Retained   Treasury                       Outside           Total
                 Shares      premium    income     shares     Reserves         shareholders        Equity
                  R'000       R'000      R'000     R'000       R'000              R'000            R'000

Balance at 30     1 086      49 802    222 853     (868)           5 488         58 734           337 095
June 2014

Total               -             -     24 864       -               -            7 714            32 578
comprehensive
income for the
period

Balance at 31     1 086      49 802    247 717     (868)           5 488         66 448           369 673
December
2014

Total               -             -     5 960        -             (141)         (3 188)           2 631
comprehensive
income for the
period

Balance at 30     1 086      49 802    253 677     (868)           5 347         63 260           372 304
June
2015

Issue of new       533       159 467      -          -               -                 -          160 000
shares

Movements           -                  (25 029)      -             541           (56 952)         (81 440)

Total               -             -     38 114       -               -             553             38 667
comprehensive
income for the
period

Balance at        1 619      209 269   266 762     (868)           5 888          6 861           489 531
31 December
2015


SEGMENTAL ANALYSIS FOR THE PERIOD ENDED 31 DECEMBER 2015

                                        Gross       Operating
                     Revenue            Profit    Profit before              Assets           Liabilities
                                                             tax
31 Dec 2015               R'000          R'000           R'000                 R'000             R'000
Agricultural            142 636         43 300          24 767               195 597            84 492
Food                    161 479         24 962          18 877               226 935           109 601
Industrial              260 117         48 766          14 200               270 471           119 296
Chemicals               185 731         38 631          17 899               154 696            75 601
Pigments                 74 386         10 135         (3 699)               115 775            43 695
Water                    61 452         29 090           7 049               143 522            88 651
Other                         -              -         (4 806)               203 599           148 548
Total                   625 684        146 118          60 087             1 040 119           550 588

                                                                                                            
31 Dec 2014

 Agricultural           195 210           53 871           25 286          236 437           132 326
 Industrial             331 114           50 554           23 093          316 151           200 003
 Chemicals              210 051           36 069           17 580          190 011           152 396
 Pigments               121 063           14 485             5 513         126 140            47 607
 Water                   62 727           31 943           11 299          166 624            56 173
 Other                      233              233           (9 600)          66 587            27 624
 Total                  589 284          136 601           50 078          785 799           416 126


30 June 2015

 Agricultural            404 413          107 327            40 770         316 068          161 971
 Industrial              538 731           69 288            24 637         315 430          175 553
 Water                   188 810           74 661            29 627         103 585           28 943
 Other                         -                -          (15 515)          83 170           79 482
 Total                 1 131 954          251 276            79 519         818 253          445 949


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



COMMENTARY

STRATEGIC OVERVIEW

The Rolfes Group is positioned as a global black controlled platform chemicals company actively
contributing to the universal need for food security, clean water and industrial chemical products.
The integration and development of sustainable green chemistry products and practices forms an
integral part of our strategy. The Group strives to improve returns through optimal capital utilization
and accelerated transformation strategies.

The four strategic pillars supporting the Rolfes Group business model are the Agriculture, Food,
Industrial and Water divisions. The Group is focused on improving performance through earnings
growth, increased cash generation and refining operational efficiencies, including cost and quality
management. The Group is targeting further diversification of its current platform which includes
the increase of its geographical presence, extending its product range and market segments.
Targeting the optimal leveraging of its current cost and distribution platforms remains at the core
of its organic growth strategy.

The acquisition strategy will focus on the four strategic pillars and the Group will evaluate feasible
opportunities in the chemical space, focusing on high barrier to entry businesses with the potential
to contribute significantly to the Group, coupled with the potential to operate or which are already
operating, in international markets. Selective smaller strategic businesses which complement to
existing divisions, will be considered if they enable accelerated organic growth.


GROUP PRODUCT OFFERING AND DIVISIONAL STRUCTURE

The Group manufactures and distributes a diverse range of market-leading, high-quality chemical
products to various industries. It operates in the food and beverage, bakery, dairy, pharmaceutical,
cosmetics, coatings, plastics, vinyl, leather tanning, ink, metallurgical, cleaning, formulators,                                                                                                     
automotive, general manufacturing, agricultural, construction, home care, personal care, water
filtration, water treatment and water purification industries.

The Agricultural division develops, manufactures and distributes products that promote plant -, root,
and foliar health, soil nutrition, disease prevention and - control and various other agricultural
remedies.

The Food division distributes imported and locally manufactured products to the food and
beverage, bakery, dairy, pharmaceutical and cosmetics industries.

The Industrial division manufactures and distributes industrial chemical products including various
organic and inorganic products including pigments, additives, in-plant and point-of-sale
dispersions, leather chemicals and solutions, solvents, lacquer thinners, surfactants, cleaning
solvents, water treatment products, creosotes and waxes.

The Water division provides specialised water purification solutions and products to the industrial,
agricultural, mining, home and personal care markets. Additionally the division manufactures and
distributes pure beneficiated silica to the mining, metallurgical, fertiliser, water-filtration and
construction industries.

The Group?s international footprint and customer base extends to Asia, the rest of Africa, Eastern
and Western Europe, with operations in Botswana, Zambia, Nigeria, and Romania.


GROUP FINANCIAL PERFORMANCE

Group revenue increased by 6.2% to R625, 7 million (December 2014: R589, 3 million). Revenue
growth includes constitutes the effect of the Bragan acquisition being included for three months,
from 1 October 2015, the discontinuation of certain low margin product lines in the Industrial division
and the lower margin Agricultural trading businesses being disposed of as at 1 July 2015.

Exports, including sales and services rendered in the foreign subsidiaries, contributed R95,0
million (December 2014: R119, 0 million) to total revenue, comprising 13.6% of total revenue to
December 2015 (December 2014: 20.2% of total revenue). Export revenue contribution from
subsidiaries sold and included in December 2014 amounted to R11, 2 million.

Gross profit increased to R146, 1 million (December 2014: R136, 6 million) with the gross profit
margin increasing to 23.4% (December 2014: 23.2%).The improvement in the gross profit margin
is the net result of the Bragan acquisition being included for three months, price increases, certain
low margin product lines being discontinued and the effect of the disposal of the lower margin
Agricultural trading businesses. The procurement initiative implemented during the reporting period
to combine Group import volumes contributed to the margin improvement.

The Group is pleased with its operating cost control. The marginal 2.4% cost increase
(December 2014: 19.4%) over the comparative period is the net result of cost saving initiatives
implemented, the Bragan Chemicals transaction included for three months and the disposal of the
non-core trading businesses. Operating profit increased to R60, 1 million (December 2014: R 50,
1 million) at a margin of 9.6% of revenue (December 2014: 8.5%).

EBITDA increased by 17% to R64, 6 million (December 2014: R55, 3 million). EBITDA is calculated
as operating profits plus depreciation and amortisation of R4, 6 million (December 2014: R5,2
million).

Headline earnings per share increased by 22, 7% to 28, 4 cents (December 2014: 23, 1 cents).
Earnings per share increased by 22.9 % to 28, 3 cents (December 2014: 23, 0 cents). The weighted
average number of shares in issue for the period was 134 635 134 (December 2014: 107 968 467).
                                                 
Normalised Headline earnings per share increased by 35, 6 % to 31, 3 cents (December 2014: 23,
1 cents). Normalised Headline earnings per share are calculated on headline earnings adjusted for
specific once off costs.

The total net asset value (excluding non-controlling interest) increased to R482, 7 million
(December 2014: R303,2 million) while net tangible asset value per share decreased to 140.3 cents
(December 2014: 147.6 cents), based on 161 942 800 (December 2014: 108 609 467) shares in
issue.

Finance costs increased to R9, 4 million (December 2014: R7,6 million) mainly due to higher
interest paid on long term debt. Interest cover consistent at 6, 4 times (December 2014: 6, 6 times)
with the total debt (interest-bearing) to equity ratio increasing marginally to 0,47 at December 2015
(December 2014: 0,42).


GROUP CASH FLOW PERFORMANCE

Cash utilised in operating activities amounted to a deficit of R14, 2 million (December 2014: R1,7
million). The increase in net working capital investment since 30 June 2015 amounted to R 78, 9
million represented by an increase in inventory of R59, 9 million (June 2015: R9,7 million), an
increase in accounts receivable of R90,4 million (June 2015: R45,3 million), respectively and an
increase in accounts payable of R70,4 million (June 2014: R45,0 million). Debtors? days increased
to 70, 4 days (Dec 2014: 64, 8days) mainly due to continued customer payment terms on exports
remaining longer and due to the continued investment to allow market penetration in other
countries. Stock days decreased to 79, 5 days (excluding stock in transit) (Dec 2014: 96, 0 days
(excluding stock in transit) reflecting seasonal requirements for product by the customer base.
Creditors? days decreased to 56, 1 days (excluding stock in transit suppliers) (Dec 2014: 66, 3 days
(excluding stock in transit suppliers). The net investment in working capital decreased to 93, 8 days
(Dec 2014: 94, 5 days).

Cash flow utilised in investing activities of R237, 6 million includes the Bragan acquisition and
minority buy out transactions and other projects. The cash flow generated from financing activities
of R381, 7 million includes debt and equity funding raised for the aforementioned corporate
transactions.


OPERATIONAL REVIEW

AGRICULTURAL

The division performed satisfactorily notwithstanding the impact of severe drought conditions on
agriculture in Southern Africa. Timeous cost control, anticipating the extended drought and
restructuring initiatives including the disposal of the low margin trading businesses on 1 July 2015,
contributed positively to the performance.

Revenue decreased by 26.9% to R 142, 6 million (December 2014: R195, 2 million) mainly due to
the top line effect of lower margin trading businesses disposed of effective 1 July 2015. Gross profit
margins increased to 30.4% (December 2014: 27.6%) partly due to the effect of the lower margin
trading businesses disposed of effective 1 July 2015 contributing R 53, 2 million in revenue for the
period to December 2014.

Operating costs decreased to R18, 5 million (December 2014: R27, 7 million) due the trading
businesses being disposed of and certain cost savings brought about through effective
restructuring initiatives. Operating profit margin improved to 17.4% from 12.9% in December
2014.The trading businesses sold as at 1 July 2015 contributed R3, 6 million to operating profit for
the 6 months to December 2014.
                                                                                                    
Capital expenditure of R 9, 9 million included further upgrades of the existing production facility of
R5, 4 million and investment into product development amounting to R 5, 5 million. Restructuring
of the manufacturing facilities and improved production scheduling plans will assist with reducing
capital expenditure and increase production capacity in the near future.

The development of a new distribution channel for foliar feeds in the rest of Africa and Europe is
underway with Mozambique and Zambia performing to expectation. New product registrations are
granted continuously both locally and internationally. Formal trials and testing of the green PGPR
(bacterial) products is progressing, with commercialisation expected within the next two years.

The new Agri Divisional Head and Agchem Africa Managing Director, previously the Agchem Africa
Strategic Business Development Director was formally appointed on 1 February 2016. Well settled
and versed in the Agri Industry and the Agchem business, he has been acting in a leadership role
under the direct guidance of the Rolfes Group Chief Executive Officer since 1 November 2015.


FOOD

As announced on SENS on 15 July 2015, 100% of the equity in Bragan Chemicals was acquired
effective 1 October 2015. Bragan is an importer and distributor of speciality products in the food
and beverage, bakery, dairy, pharmaceutical and cosmetics industries. The acquisition constitutes
the new Food division and is a game changer for the Group, providing a new platform for cross
selling and organic growth.

Revenue of R161, 5 million represents 25.8% of total group revenue, the gross profit margin of
R24,9 million represents 17.1% of Group gross profits. Operating costs amounted to R6,1 million
with an operating margin of 11.7% to revenue.

Capital expenditure incurred amounted to R 2, 4 million and related to extending and upgrading
the current fleet.

An experienced Sales Director and new Financial Director designate, have been appointed. The
team is well set to ensure that the business drives geographic expansion plans, extends its product
range and industry coverage in South Africa and into the rest of Africa.

Expansion plans include local expansion into the Western and Eastern Cape and Kwa-Zulu Natal
with further export opportunities into the rest of Africa currently being explored. The improved
BBBEE rating of the company will enable future organic growth and industry expansion.


INDUSTRIAL

Rolfes Chemicals revenue decreased by 11.6% to R185, 7 million (December 2014: R210,1
million). The lower margin business, Acacia Specialty Chemicals, disposed of effective 1 July 2015,
contributed R 20, 7 million to revenue and R1, 5 million to operating profit in the comparative period
to December 2014. Gross profit margins increased to 20.8% (December 2014: 17.2%), mainly due
to the disposal of the lower margin business and as a result of an increased service and product
basket offering to customers. Operating margins in Rolfes Chemicals improved to 9.6% (December
2014: 8.4%).

The weak Rand/USD exchange rate resulted in higher raw material input costs which were
somewhat counteracted by the exchange rate effect on exports and lower input costs for solvent
related products.

The global drive to discontinue lead chrome containing products resulted in major customers
advising Rolfes Colour Pigments International of their intention to cease using lead chrome
containing products, specifically in the manufacture of paint, this has necessitated further business                                                                                       
restructuring. Revenue decreased to R74, 4 million (December 2014: R 121, 1 million). Gross profit
margin increased to 13.6% (December 2014: 12.0%) mainly due to sales mix changing with lower
volume demand for the lower margin lead chrome pigments versus the higher demand for the
higher margin organic dispersion product range.

Capital expenditure of R 0, 9 million included the continued improvement of quality management
systems, investment into testing/laboratory facilities and transport fleet upgrades. Rolfes Chemicals
will continue to focus on volume and export growth without significant cost base increases.


WATER

Revenue decreased by 2.0% to R61, 5 million (December 2014: R62,7 million) and gross profit
margins decreased to 47.3% (December 2014: 50, 1%), mostly attributable to delays in tender
awards.

Operating costs increased by 6.8% to R22, 0 million (December 2014: R20,6 million) to facilitate
support of top line growth through further investment in service skills in the Water Chemical
business.

A slowdown in infrastructural development in Botswana had a marked effect on the water division?s
performance due to delayed tender outcomes. The Solenis product and services range is currently
being marketed together with petrochemicals and other tender award outcomes are in the pipeline.
The division continues to grow its annuity business to ensure adequate diversification from contract
awards.

Silica, contributed R3, 2 million (December 2014: R3, 4 million) to operating profit. The flat results
yielded during the six months ended 31 December 2015 are on the back of the enduring depressed
mining sector. Silica?s diversified customer base however enabled sustained performance. Capital
expenditure incurred amounted to R2, 8 million to ensure the implementation of certain plant
upgrades to comply with DMR regulations and relevant legislation.


OPERATING ENVIRONMENT

Challenging global economic conditions during the reporting period triggered by political instability
in the Middle East and uneven economic performance data from both the US and China, resulted
in a marked economic slowdown in emerging markets and significant commodity price reductions.
Demanding credit conditions, currency depreciations and capital outflows from emerging
economies further exacerbated the lower global growth.

The impact on local and Southern African economies was further influenced by the extended
severe drought experienced across the sub-continent, impacting staple and other essential
agricultural crops. Consumer demand reduced due to higher food prices and increased interest
rates have resulted in further economic uncertainty.

The Group benefits from its diversified product range, industry spread and geographical positioning
during challenging economic intervals. The effect of the weakening rand on the Group was
somewhat counteracted by the reduction in oil prices. Exports benefited from the volatile currency
patterns with the net effect being a mixed bag of operational results but an overall satisfactory
Group performance.

The Group?s auditors have not reviewed or reported on statements made throughout this
announcement concerning the Group?s expected future performance.

                                                                                                    
STRATEGIC OBJECTIVES AND RISKS

BBBEE OBJECTIVES

Transformation remains a key focus area for the Group to achieve a competitive advantage and to
uplift the communities in which the Group operates. Standards and initiatives implemented and fast
tracked will ensure delivery on annual accelerated transformation targets. The new DTI codes of
good practice have been incorporated in the Groups? three year strategic plans and Group policies
incorporate the accelerated transformation strategy.

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 its most valuable assets. The Group
further recognises that transformation is crucial to future growth with initiatives well underway to
improve transformation performance.

CORPORATE GOVERNANCE

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


DIVIDENDS

On due consideration, the Board has decided that no interim dividend be declared. The Group
wishes to preserve its cash resources given recent acquisition activity and to ensure that it invests
into growth areas of the business. This decision will be reviewed following the financial reporting
period ending 30 June 2016.

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 JJT
Ferreira, the Group Financial Director of Rolfes Holdings Limited. The unaudited condensed
consolidated interim financial results for the period ended 31 December 2015 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 Interim Financial Reporting), 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 Companies Act, 2008 (Act no. 71 of 2008).

                                                                                                  
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 2015 are consistent with those applied in the preparation of the annual financial
statements for the year ended 30 June 2015. All new interpretations and standards were assessed
and adopted with no material impact.


BUSINESS COMBINATIONS AND CORPORATE ACTIONS

The Group acquired the remaining 30% of the shares in Agchem Holdings (Pty) Limited effective
1 July 2015 from minority shareholders. The Group disposed of its 51% shareholding in Galltec
Western Cape (Pty) Limited, its 51% shareholding in Acacia Specialty Chemicals (Pty) Limited and
its 50% shareholding in Introlab Chemicals (Pty) Limited on 1 July 2015. The Group acquired 100%
of the shares in Bragan Chemicals (Pty) Ltd effective 1 October 2015. The acquisition was
approved at a general meeting of shareholders on 31 August 2015 as reflected in the SENS
announcement released on 31 August 2015. The change in ownership without the loss of control
will be fully disclosed in the year end results announcement.

The acquisition of subsidiaries is accounted for using the acquisition method when control is
transferred to the Group. The cost of the acquisition is measured at 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, plus any costs directly attributable to
the business combination. Transaction costs are expensed as incurred, except if they relate to the
issue of debt or equity instruments. 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, except for non-current assets (or disposal
groups) that are classified as held for sale in accordance with IFRS 5: Non-current Assets Held for
Sale and Discontinued Operations, which are recognised and measured at fair value less costs to
sell.

Masimong Chemicals, a company owned by Mr Mike Teke, subscribed for 45 million new Rolfes
shares via Masimong Chemicals (Pty) Limited. Mike Teke is currently a non-executive director of
the Group. He was appointed to the board in April 2013. Mr Dinga Mncube, a non-executive
director, subscribed for 3,33 million new Rolfes shares. The aforementioned 48, 33 million shares
were issued at R3 per share for an aggregate subscription consideration of R145 million. The issue
price is equivalent to the 30-day VWAP for Rolfes up to 12 June 2015 when the price of the issue
was approved by the Rolfes Board. The issue of shares was subject to the approval of Rolfes?
shareholders (75% - specific issue of shares for cash). The approval was granted at a general
meeting held on 31 August 2015. These transactions are between related parties. Under a general
authority to issue shares a further 5 million shares at R3 per share were issued to public
shareholders to fund the acquisitions detailed above.


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 occurred on an arm?s length and
commercial basis.


DIRECTORATE AND CHANGES TO THE BOARD

                                                                                                   
The following changes in directorate and changes to the Board were announced on SENS
respectively on 15 July 2015, 6 November 2015 and 30 November 2015:

Ms Lizette Lynch was appointed as Chief Executive Officer, with Mr Erhard van der Merwe
relinquishing his role as CEO to focus on group corporate actions and special projects in an
executive directors? role on 15 July 2015. On 30 November 2015, Mr van der Merwe resigned as
an executive director and was appointed to fulfil his role on the Board in a non-independent non-
executive directors? capacity under the terms of a consultancy agreement with the Group.

Mr Jarred Winer was appointed as a non-independent non-executive director on the same date.
Mr Johan Ferreira was appointed as Acting Group Financial Director on 30 November 2015 and
permanently appointed as Group Financial Director on 19 February 2016, following the resignation
of Mr Siegfried Sergel (appointed on 15 July 2015). Mrs KT Nondumo resigned from the Board on
9 November 2015 and Mrs MG Mokoka was appointed to the Board on the same date as an
independent non-executive director assuming the role of chairperson of the audit and risk
committee.


SUBSEQUENT EVENTS

No material events have occurred between the six month period ended 31 December 2015 (?interim
period?) and the date of this announcement except for the changes to the Board of Directors as
disclosed in this announcement.


On behalf of the Board
BT Ngcuka                            L Lynch
Chairman                             Chief Executive Officer

22 February 2016


Registered office: 12 Jetpark Road, Jetpark, Boksburg, 1459
Transfer Secretaries: Computershare Investor Services Proprietary Limited
Directors: BT Ngcuka* (Chairman), L Lynch (Chief Executive Officer), JJT Ferreira (Group Financial
Director), E van der Merwe*, MS Teke*, SS Mafoyane *# (Lead Independent Director), MM Dyasi*#,
DM Mncube*#, JR Winer*, MG Mokoka*#
* Non-executive # Independent
Company Secretary: CorpStat Governance Services Proprietary Limited
Commentary prepared by: L Lynch and JJT Ferreira
Sponsors: Grindrod Bank Limited
Registered auditors: SizweNtsalubaGobodo Incorporated

Investor Relations: Singular Systems Proprietary Limited




                                                                                               12

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