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Rolfes Holdings Limited - Reviewed Condensed Consolidated Preliminary Financial Results For Year Ended 30 June 2016 And Dividend Declaration

Release Date: 19/09/2016 07:30:00      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

REVIEWED CONDENSED CONSOLIDATED PRELIMINARY FINANCIAL RESULTS FOR
THE YEAR ENDED 30 JUNE 2016 AND DIVIDEND DECLARATION

PERFORMANCE HIGHLIGHTS

- Revenue increased by 20% to R1.364 billion (June 2015: R1.132 billion)

- Profit before tax increased by 78% to R109 million (June 2015: R61 million)

- Headline earnings increased by 91% to R79 million (June 2015: R41 million)

- Headline earnings per share increased by 39% to 53.2 cents per share
  (June 2015: 38.2 cents per share)

- Cash from operating activities improved by 169% to R105 million (June 2015: R39 million)

- Net Debt to Equity (Gearing ratio) improved to 35% (June 2015: 41%)
- Ordinary Dividend of 6 cents per share declared (30 June 2015: nil cents)

REVIEWED CONDENSED CONSOLIDATED PRELIMINARY STATEMENT OF FINANCIAL
POSITION AS AT 30 JUNE 2016

                                                     Reviewed              Audited
                                                      as at                as at

                                                   30 June 2016          30 June 2015

                                                      R?000                R?000



 ASSETS

 Non-current assets                                   407 857              287 227

 Property, Plant and Equipment                        133 661              130 435

 Intangible assets and goodwill                       271 338              149 681

 Deferred tax asset                                     2 858                7 111
Current assets                                        691 546              531 026

Inventories                                           343 630              215 127

Trade and other receivables                           293 011              202 956

Cash and cash equivalents                              50 253               11 873

Current tax asset                                       4 652                5 338

Assets classified as held for sale                           -              95 732

Total assets                                         1 099 403             818 253



EQUITY AND LIABILITIES

Capital and reserves                                  550 535              372 304

Stated capital                                        208 588               50 888

Treasury shares                                          (868)               (868)

Retained income                                       331 056              253 677

Reserves                                                4 662                5 347

Non-controlling interest                                7 097               63 260

Non-current liabilities                               248 668               77 606

Interest-bearing loans                                220 269               42 274

Deferred tax liability                                 25 563               32 496

Provisions                                              2 836                2 836

Current liabilities                                   300 200              368 343

Trade and other payables                              274 929              163 262

Interest-bearing loans                                 23 295               69 749

Bank Overdraft                                            310               71 586

Current tax liability                                   1 666                3 567

Liabilities directly associated      with   assets           -              60 179
classified as held for sale

Total equity and liabilities                         1 099 403             818 253
Information related to the number of shares in
issue as at 30 June 2016

Total shares in issue (?000)                           161 942             108 609

Treasury shares (?000)                                    (641)               (641)

Shares in issue excluding treasury shares               161 301            107 968
(?000)

Weighted number of shares in issue (?000)               147 967            107 968



REVIEWED CONDENSED CONSOLIDATED PRELIMINARY STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016

                                                      Reviewed            Audited
                                                 for the year ended     for the year
                                                                           ended

                                                   30 June 2016         30 June 2015

                                                       R?000               R?000



Revenue                                                1 363 547          1 131 954

Cost of sales                                         (1 055 478)          (880 678)

Gross profit                                             308 069            251 276

Other income                                              12 398              5 769

Operating expenses                                      (183 339)          (177 526)

Operating profit                                         137 128             79 519

Finance income                                             1 293                531

Finance costs                                            (29 208)           (18 864)

Profit before tax                                        109 213             61 186

Tax                                                      (29 175)          (13 836)

Profit for the year                                       80 038           47 350

Other comprehensive income:
 Exchange differences from translating foreign              (685)             (141)
 operations

 Total comprehensive income for the year                   79 353            47 209

 Profit for the year attributable to:

 Equity holders of the parent                              78 477            39 371

 Non-controlling interest                                   1 561             7 979



RECONCILIATION OF EARNINGS, HEADLINE EARNINGS AND NORMALISED
HEADLINE EARNINGS

 Earnings                                                  78 477            39 371

 Adjusted for the after-tax effect of:

 Loss/ (profit) from sale of fixed asset                      795              (96)

 Profit on sale of business                                  (613)               -

 Impairment of loans                                            -              1 951

 Headline earnings                                          78 659            41 226

 Adjusted for the after-tax effect of:

 Transaction costs relating to business                      4 088                 -
 combinations

 Normalised headline earnings#                              82 747             41 226

 Earnings per share (cents)*

 - Basic                                                       53.1              36.5

 - Headline                                                    53.2              38.2

 - Normalised headline                                         55.9              38.2



#Normalised headline earnings is a non-IFRS measure which management believes would
add value to the reader. The measure is calculated using headline earnings as a base and
adjusted for transaction costs related to business combinations as indicated above.

-The entity had no specific items resulting in any dilution of the specific earnings numbers.
Therefore no specific diluted earnings per share are indicated for the various categories.

REVIEWED CONDENSED CONSOLIDATED PRELIMINARY STATEMENT OF CASH
FLOWS FOR THE YEAR ENDED 30 JUNE 2016


                                                         Reviewed              Audited
                                                    for the year ended       for the year
                                                                                ended

                                                      30 June 2016           30 June 2015

                                                          R?000                 R?000



Cash flow (utilised in)/ generated from:

Operating activities                                      104 291               38 927

Finance income                                              1 293                  531

Finance costs                                             (29 208)            (18 864)

Tax paid                                                  (30 806)            (19 743)

Cash flow utilised in investing activities               (227 455)             (27 248)

Cash flow generated from financing activities             291 541               18 168

Cash generated / (deficit) for the period                 109 656               (8 229)

Cash and cash equivalents

- beginning of the period                                 (59 713)            (42 589)

Effects of exchange rate fluctuations on                     (685)                (141)
translation of cash held in foreign operations

Net cash related to assets classified as held for                -              (8 754)
sale

- end of the period                                          49 943           (59 713)

REVIEWED CONDENSED CONSOLIDATED PRELIMINARY STATEMENT OF CHANGES IN
EQUITY FOR THE YEAR ENDED 30 JUNE 2016

                    Share      Share    Retained   Treasury                Non-         Total
                                                                         controlling

                    Capital   premium   income     Shares     Reserves    interest      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                 -          -      39 371        -        (141)       7 979       47 209
comprehensive
income for the
period

Acquisition of        -          -      (8 547)       -          -        (3 453)      (12 000)
minority interest

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



Issue of new         533      157 167      -          -          -            -        157 700
shares

Movements             -                 (1 098)       -          -        (57 724)     (58 822)

Total                 -          -      78 477        -        (685)       1 561       79 353
comprehensive
income for the
year



Balance at          1 619     206 969   331 056     (868)      4 662       7 097       550 535
30 June 2016
SEGMENTAL ANALYSIS FOR THE YEAR ENDED 30 JUNE 2016

                                     Gross         Operating
                     Revenue         Profit         Profit          Assets       Liabilities

 30 June 2016             R'000         R'000            R'000          R'000          R'000

 Agricultural          268 455         80 979           37 330       292 920          66 743

 Food                  467 682         75 143           56 428       340 779        123 610

 Industrial            514 629         98 590           42 673       310 081        109 166

 Water                 112 781         53 357           12 062       112 246          23 047

 Other                         -              -        (11 365)        43 377       226 302

 Total               1 363 547        308 069          137 128      1 099 403       548 868



                                     Gross        Operating
                     Revenue         Profit        Profit          Assets        Liabilities

 30 June 2015            R'000          R'000           R'000          R'000           R'000

 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 segmental report of the entity is based on the information reported to the chief operating
financial decision-maker (CEO). The analysis is presented after taking certain intercompany
and intersegmental transactions into account.

The specific segments for the entity changed in the current reporting period due to the
business combinations that took place during the current period. This change incorporates the
?Food?-segment which was not present in prior reporting periods. The comparative segmental
information was not influenced by this change in any manner.

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 with an operating profit contribution of R12 million
included in the 30 June 2015 Agricultural segment above.
COMMENTARY

STRATEGIC OVERVIEW

Rolfes is a black controlled platform chemical group with its current black shareholding in
excess of 50%. The Group targets the need for food security, clean water and manufacturing
demand through its four strategically placed divisions being agricultural, food, industrial and
water expanding progressively in domestic, developed and foreign emerging markets.


As part of its core organic growth strategy, the Group concentrates on further diversification
of its speciality low volume high margin product ranges and increasing its geographical
footprint into various markets whilst targeting the optimal leveraging of its current cost and
distribution platforms. The Group seeks to acquisitively expand its current four divisions by
targeting prospects to establish a high barrier to entry fifth division.

GROUP PRODUCT OFFERING AND DIVISIONAL STRUCTURE

The Group manufactures and distributes a diverse range of market-leading, high-quality
chemical and organic products to various 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 chemicals including various
organic and inorganic products including additives, in-plant and point-of-sale dispersions,
leather chemicals and solutions, solvents, lacquer thinners, pigments, surfactants, cleaning
solvents, water treatment products, creosotes and waxes.

The Water division provides specialised water purification solutions and products to the
industrial, 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 currently in Botswana, Zambia, and Romania.

GROUP FINANCIAL PERFORMANCE

Group revenue increased by 20% to R1.364 billion (June 2015: R1.132 billion). Exports,
including sales and services rendered in the foreign subsidiaries comprise 10% of total
revenue to June 2016 (June 2015: 22% of total revenue). The effect of the Bragan acquisition,
with a greater local trading component included for nine months, from 1 October 2015, the
discontinuation of certain low margin product lines in the Industrial divisions and the lower
margin Agricultural trading businesses being disposed of as at 1 July 2015, are evident in the
reported performance.

Operating profit increased to R137 million (June 2015: R80 million) at a margin of 10% of
revenue (June 2015: 7%). Operating profit of low margin trading businesses disposed at 1
July 2015 amounted to R12m. EBITDA increased by 65% to R147 million (June 2015: R89
million). EBITDA is calculated as operating profits adjusted for depreciation and amortisation
of R9.6 million (June 2015: R9.4 million).
The key business performance drivers during a dynamic year include:

       1. The Bragan Chemicals acquisition included in the results for the nine months since
       1 October 2015.
       2. Improved working capital management and group treasury optimisation resulted in
       significant cash benefits to the Group. The achievement includes an investment in Agri
       inventory to create production capacity in-season, avoiding extensive production
       capacity capital expenditure to fulfil short term in-season requirements. Gearing
       improved to 35% (June 2015: 41%) allowing the Group to declare a dividend to
       shareholders.

       3. The successful Agricultural procurement backward integration and the vertical
       integration of logistics capabilities of the industrial and water division resulted in
       significant margin benefits and cost savings. Import optimisation was achieved by
       utilising group treasury funds and aligning import and credit terms to the funding model.
       Consistent hedging programmes were applied across the Group that assisted in
       managing the risk of currency volatility during the financial year. The group has
       sufficient import funding facilities that will enable flexible import options at current and
       increased procurement levels.

       4. The restructuring of the Pigments business and the closure of the lead chrome
       manufacturing plant was completed on 31 March 2016. Rolfes simultaneously entered
       into a three year rental agreement with a Chinese organic pigment manufacturer for
       the usage of the Rolfes real estate resulting in closure costs being mostly off set by
       the rental income received for the three months from 1 April 2016.

       5. Marginal operational cost increases over the comparative period is the net result of
       cost saving initiatives implemented, the Bragan Chemicals transaction included for
       nine months and the low margin Agri trading businesses disposed of effective 1 July
       2016.


Headline earnings increased by 91% to R79 million (June 2015: R41 million). Earnings per
share increased by 45% to 53.1 cents (June 2015: 36.5 cents). The weighted average number
of shares in issue for the period was 147 967 135 (June 2015: 107 968 467).

Normalised Headline earnings per share increased by 46% to 55.9 cents per share (June
2015: 38.2 cents per share).

Net finance costs increased to R28 million (June 2015: R19 million) mainly due to higher
interest paid relating to acquisitive long term debt. Interest cover improved to 4,9 times (June
2015: 4,3 times) with the net debt to equity ratio (Gearing) improving to 35% at June 2016
(June 2015: 41%).

GROUP CASH FLOW PERFORMANCE

Cash generated from operating activities amounted to R104 million (June 2015: R39 million).
Net working capital investment of R42 million represents an increase in inventory of R36
million, increase in accounts receivable of R22 million and an increase in accounts payable of
R16 million. Debtors? days of 68 days (June 2015: 68 days). Stock days improved to 99 days
(excluding stock in transit) (June 2015: 124 days). Creditors? days decreased to 68 days
(excluding stock in transit) (June 2015: 82 days). The net investment in working capital
improved to 101 days (June 2015: 110 days).
Cash flow utilised in investing activities of R227 million includes the Bragan acquisition,
minority buy out transactions and other projects. The cash flow generated from financing
activities of R292 million includes debt and equity funding raised for the aforementioned
corporate transactions.

OPERATIONAL REVIEW

AGRICULTURAL

The division supplies products mostly into high value specialised permanent and semi-
permanent crops. Its product positioning provides a natural defence against prolonged drought
conditions. Effective resource restructuring further counteracted the impact of the drought on
the business operating profit performance.

Revenue decreased by 34% to R268 million (June 2015: R404 million - including revenue of
operations disposed of effective 1 July 2015) Gross profit margins increased to 30.2% (June
2015: 26.5%) partly due to the effect of the lower margin trading businesses disposed of
effective 1 July 2015 and the effective implementation of procurement backward integration
initiatives.

Operating costs decreased to R44 million (June 2015: R66 million) due to the disposal of the
lower margin trading businesses effective 1 July 2015 and the implementation of successful
cost optimisation strategies. The operating profit margin improved to 13.9% from 10.1% in
June 2015. Operating profit of low margin trading businesses disposed at 1 July 2015
amounted to R12m.

Capital expenditure of R7 million included the investment in off grid electricity upgrades and
R5m invested in product development. Restructuring of the manufacturing facilities and
improved production scheduling plans assisted with reducing capital expenditure.

The development of a new distribution channel for foliar feeds in the rest of Africa and Europe
is on-going. New product registrations are granted continuously both locally and
internationally. Formal trials and testing of the green PGPR (bacterial) products is progressing
well.

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 a proven game changer for the Group,
providing a new platform for cross selling and organic growth.

Revenue of R468 million represents 35% of total group revenue; the gross profit of R75 million
represents 25% of Group gross profits. Operating costs amounted to R18.7 million with an
operating profit of R56.4 million at an operating profit margin of 12.1% to revenue. Bragan
Chemicals? operating profit from 1 July 2015 to 30 September 2015 amounted to R13.9 million.

Progress on the integration process is well on track. The Western and Eastern Cape branches
were established during February 2016 and capacity in the Kwa-Zulu Natal branch was
extended to accommodate growth. The business is extending its product basket and customer
base with good export growth into neighbouring countries. The new management team is well
set to ensure that the business drives geographic expansion plans. It is expected that the
improved B-BBEE rating of the company will enable future organic growth and industry
expansion.
Capital expenditure amounted to R4 million, incurred to extend and upgrade product delivery
to market capacity.

INDUSTRIAL

Revenue decreased by 4.5 % to R515 million (June 2015: R539 million). The closure of the
lead chrome plant contributed to the revenue decline. Gross profit margins increased to 19.2%
(June 2015: 12.9%), 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 8.3% (June 2015: 4.6%).

The division has leveraged the Jet Park premises through the rental agreement with the
Chinese organic pigment manufacturer and the relocation of PWM (Water) to site. Strong
emphases were placed on both resource consolidation projects and divisional cost efficiency
optimisation.

Capital expenditure of R3 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

The water divisions? year to date performance was hampered by certain petrochemical and
infrastructural development tenders not awarded to mirror prior year achievements. Revenue
decreased by 39.8% to R113 million (June 2015: R188 million) and gross profit margins
decreased to 47.3% (June 2015: 49.0%), mostly attributable to delays in tender awards in
PWM. Operating costs increased by 11.0% to R41 million (June 2015: R37 million).

Management team changes executed at the end of June 2016 resulted in significant cost
reductions. The business; realigned and suitably focussed; will capitalise on opportunities in
Southern Africa to ensure sustainable growth.

Capital expenditure in the water division incurred amounted to R4 million (June2015: R11
million) comprising certain plant upgrades to comply with Department of Mineral Resources
requirements and relevant legislation.

OPERATING ENVIRONMENT AND PROSPECTS

Consumer confidence levels remained low and consumer spending was adversely impacted
by higher interest rates and food prices. Demand for industrial and other chemical products
remained low. The extended severe drought experienced across the sub-continent, impacted
certain staple and other essential agricultural crops in selected markets.

Notwithstanding, the group is performing in line with expectations and further growth in
earnings is expected in the year ahead.

Any forward-looking statements in this announcement have not been reviewed and reported
on by the Company's auditors.
FINANCIAL ASSISTANCE

Pursuant to the authority granted to the Board by shareholders in terms of the special
resolution passed at the AGM on 16 November 2014; notice is hereby given in terms of section
45 (5) (a) of the Companies Act, 2008, as amended, that the Board of the Company at a
meeting held on 16 September 2016 authorised and ratified the Company to provide financial
assistance to its subsidiary companies in terms of section 45 of the Companies Act, 2008, as
amended. The approved financial assistance included guarantees on behalf of Group
companies and general facilities and loans to Group companies. Further approval was
authorised to provide financial assistance on terms and conditions approved by the Board, as
determined by any executive director of the Company, from time to time, under delegated
authority, until the AGM scheduled for 25 November 2016.

CASH DIVIDEND DECLARATION

In accordance with Board policy to review dividend payments to shareholders at the end of
each reporting period, notice is hereby given that the Board declared a final gross cash
dividend of 6 cents per ordinary share for the 12 months' ended 30 June 2016 ("Final
Dividend"). The final dividend will be payable to shareholders recorded in the register of the
company at the close of business on the record date appearing below.

The number of ordinary shares in issue at the date of this declaration is 161 942 800.

The salient dates applicable to the Final Dividend are as follows:

Declaration date:                           Monday, 19 September 2016
Last date to trade cum dividend:            Tuesday, 25 October 2016
Shares commence trading ex-dividend:        Wednesday, 26 October 2016
Record date:                                Friday, 28 October 2016
Payment Date:                               Monday, 31 October 2016

In accordance with paragraphs 11.17(a)(i) to (x) and 11.17(c) of the JSE Listings
Requirements, the following additional information is disclosed:

           -   The local Dividends Tax rate is 15%;
           -   The dividends will be paid from income reserves;
           -   The gross dividend to be used in determining the Dividends Tax is 6 cents per
               ordinary share;
           -   The Dividend Tax to be withheld by the Company is equal to 0.9 cents per
               ordinary share;
           -   The gross dividend amount is 6 cents per ordinary share for shareholders
               exempt from Dividends Tax;
           -  The net dividend amount is 5.1 cents per ordinary share for shareholders not
               exempt from Dividends Tax;
           -   Rolfes Holdings Limited has 161 942 800 ordinary shares in issue (which
               includes 641 332 treasury shares); and
           =   Rolfes Holdings Limited?s income tax reference number is 9492/089/14/0.

Where applicble, payment in respect of certificated shareholders will be transferred
electronically to shareholders? bank accounts on the payment date. In the absence of specific
mandates, payment cheques will be posted to certificated shareholders at their risk on the
payment date. Shareholders who have dematerialised their shares will have their accounts at
their Central Securities Depository Participant or broker credited on the payment date.
No share certificates may be dematerialised or rematerialised between Wednesday, 26
October 2016 and Friday, 28 October 2016 both days inclusive.


BASIS OF PREPARATION

The reviewed condensed consolidated preliminary financial statements are prepared as a
going concern on a historical cost basis except for certain financial instruments, which are
stated at fair value as applicable. The reviewed condensed consolidated preliminary financial
statements have been prepared in accordance with the framework concepts and the
measurement and recognition requirements of International Financial Reporting Standards
(?IFRS?), the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee and the Financial Reporting Pronouncements as issued by the Financial Reporting
Standards Council and the information as required by IAS 34: Interim Financial Reporting, the
Listings Requirements of JSE Limited, and the Companies Act of South Africa (Act 71 of
2008), as amended.

The reviewed condensed consolidated preliminary financial statements comprise the
summarised statement of financial position at 30 June 2016 and the summarised statements
of profit or loss and other comprehensive income, changes in equity and cash flows for the
year ended then.

The Board acknowledges its responsibility for the preparation of the reviewed condensed
consolidated financial statements which were prepared by JJT Ferreira, the Group Financial
Director of Rolfes Holdings Limited.


ACCOUNTING POLICIES

The reviewed condensed consolidated preliminary financial statements do not include all the
information required by IFRS for a full set of consolidated annual financial statements. The
principal accounting policies, which comply with IFRS, have been consistently applied in all
material respects in the current and comparative periods. The accounting policies applied in
the audited summarised consolidated financial statements are the same as those applied in
the Group?s consolidated annual financial statements. All new interpretations and standards
were assessed and adopted with no material impact.

UNQUALIFIED REVIEW REPORT

These reviewed condensed consolidated preliminary financial statements have been reviewed
by SizweNtsalubaGobodo Inc. in terms of International Standards on Review Engagements.
A copy of this unmodified review report is available for inspection at the Company?s registered
office. The review report does not necessarily report on all the information contained in this
announcement.

Shareholders are therefore advised that in order to obtain a full understanding of the nature
of the auditor?s engagement they should obtain a copy of the review report together with the
accompanying financial information from the Company?s registered office ? available during
normal business hours.

Any reference to future financial performance included in this announcement has not been
reviewed or reported on by the Company?s auditor.

FINANCIAL INSTRUMENTS INFORMATION

The Group has not disclosed the fair values of financial instruments measured at amortised
cost as their carrying amounts closely approximate their fair values. There were no financial
instruments measured at fair value that were individually material at the end of the current
reporting period.

BUSINESS COMBINATIONS

Acquisitions: Agchem transaction
The Group acquired the remaining 30% shares in Agchem Holdings (Pty) Limited effective 1
July 2015 from non-controlling shareholders. This transaction is considered to be an
acquisition from related parties.

Acquisitions: Bragan transaction
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 purchase price related to the acquisition was R213 million, the net asset value, measured
in terms of the requirements of IFRS 3: Business Combinations, amounted to R98 million
resulting in goodwill of R115 million, which has been accounted for in terms of the contractual
agreement. The purchase price was settled in cash. At the reporting date, the Group did not
expect any of the contractual cash flows related to the acquired trade and other receivables
to be irrecoverable. No contingent liabilities were assumed as part of the business
combination.


Disposals
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. These transactions are considered to be disposals to
related parties.


CORPORATE ACTIONS

Masimong Group, a company owned by Mr Mike Teke, subscribed for 45 million new Rolfes
shares via Masimong Chemicals (Pty) Limited. Mike Teke was appointed as Chairman of the
Rolfes Board on 1 July 2016 and served as non-executive director of the Group since 8 April
2013. Eziko Investments, an associate of non-executive director Mr Dinga Mncube,
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 Westbrooke Capital Management Special Opportunities En Commandite
Partnership to fund the acquisitions detailed above.

RELATED PARTY TRANSACTIONS

In addition to the acquisitions from related parties and corporate actions with related parties,
the Group companies entered into various operational sale and purchase transactions with
related parties. These transactions are occurred under terms that are not any different than
those arranged with third parties and occurred on an arm?s length and commercial basis.

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, 30 November 2015 and 13 June 2016:

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-executive
directors? capacity.

Mr Jarred Winer was appointed as a 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 Ms Mathukana 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.

Mr Bulelani Ngcuka decided to step down as non-executive director and chairman of the Board
with effect from 1 July 2016. Mr Mike S. Teke, non-executive director since 8 April 2013 was
appointed as Chairman of the Board on the same date.

There were no other changes to the Board in the year ended 30 June 2016 or up to date of
this report.
SUBSEQUENT EVENTS

There are no adjusting or other material events that have occurred between 30 June 2016
and the date of this report which may have a material impact on the understanding of this
report and the financial information presented.

On behalf of the Board
MS Teke                                L Lynch
Chairman                               Chief Executive Officer
19 September 2016
REGISTERED OFFICE
First floor, The Oval West, Wanderers Office Park, 52 Corlett Drive, Illovo, 2196

TRANSFER SECRETARIES
Computershare Investor Services Proprietary Limited

DIRECTORS
MS Teke*, (Chairman), L Lynch (Chief Executive Officer), JJT Ferreira (Group Financial
Director), E van der Merwe*, SS Mafoyane *# (Lead Independent Director), MM Dyasi*#, DM
Mncube*#, JR Winer*, MG Mokoka*#
* Non-executive # Independent

COMPANY SECRETARY
CorpStat Governance Services Proprietary Limited

PREPARED BY
Commentary: L Lynch and JJT Ferreira
Financial results: JJT Ferreira

SPONSORS
Grindrod Bank Limited

REGISTERED AUDITORS
SizweNtsalubaGobodo Incorporated

INVESTOR RELATIONS
Singular Systems Proprietary Limited

Date: 19/09/2016 07:30:00 Supplied by www.sharenet.co.za                     
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