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Rolfes Holdings Limited - Reviewed Provisional Condensed Consolidated Financial Results For The Year Ended 30 June 2017

Release Date: 02/10/2017 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 PROVISIONAL CONDENSED CONSOLIDATED FINANCIAL RESULTS
FOR THE YEAR ENDED 30 JUNE 2017

KEY FEATURES

* Prior year and interim results restated to correct material errors

* Compared to restated results revenue from continuing operations increased by 9,7% to R1,437
billion

* Compared to restated results, normalised operating profit from continuing operations increased
by 5,2 % to R 138,0 million

* Compared to restated results normalised headline earnings per share from continuing operations
increased by 8,1% to 50,5 cents per share

* Silica mine operation discontinued

* Cash generated from operating activities improved by 22,8% to R128,1 million

* Full year dividend declared increased by 33,3% to 8 cents per share


COMMENTARY

STRATEGIC OVERVIEW

Rolfes is a black empowered platform chemical group targeting the need for food security, clean
water and manufacturing demand through its strategically placed divisions being agricultural,
chemicals, colour, food, and water, expanding proactively in domestic, developed and foreign
emerging markets.

As part of its core organic growth strategy, the Group concentrates on the expansion of both its
specialist non-commodity low volume high margin product ranges and commodity product ranges.
It is proactively 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 divisions by targeting high barrier to entry specialist chemical companies.


GROUP PRODUCT OFFERING AND DIVISIONAL STRUCTURE

The Group manufactures and distributes a diverse range of market-leading, high-quality chemical,
organic and inorganic 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 into the agriculture industry.

The Industrial division previously comprised both Chemicals and Colour. The management structure
changed during the year under review and is now reported separately; the comparative has been
split accordingly.

The Chemicals division distributes various products and additives including solvents, lacquer
thinners, surfactants, cleaning solvents, water treatment products, creosotes and waxes into the
industrial manufacturing, construction and water industry. The division further develops,
manufactures and provides leather chemicals and treatment solutions into the leather tanning
industry.

The Colour division develops, manufactures and distributes various organic and inorganic pigments
and dispersion products including additives, in-plant and point-of-sale dispersions, into the inks and
paints industry.

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

The Water division provides specialised water purification solutions and products to the industrial
mining petrochemical and commercial cooling markets.

The Rolfes Silica operation, discontinued during the year under review and previously included in
the Water division, manufactured and distributed pure beneficiated silica to the mining,
metallurgical, fertilizer, 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 REVIEW

All references to June 2016 constitute a reference to restated results post restatements detailed
later in this announcement.

Group revenue increased by 8,8% to R1,485 billion (June 2016: R1,365 billion). Continuing
operations revenue increased by 9,7% to R 1,437 billion (June 2016: R1,310 billion). Revenue was
negatively impacted by the poor economic environment and drought conditions but contributed
positively to growth except in the water division due to further delays in tender awards. The effect
of the Food division since acquisition on 1 October 2015 continues to be accretive to the overall
performance of the Group.

The revenue for the discontinued Silica operation declined by 13,5% to R47,6 million (June 2016:
R55,0 million) due to the depressed mining, fertiliser and water filtration industry and severe drought
conditions.

Gross profit increased by 5,6% to R299,3 million for continuing operations (June 2016: R283,4
million) and resulted in a margin of 20,8% slightly down on the 2016 year of 21,6%. The reduction
in margin % is mainly due to the increased weighting of the Food division which trades at lower
margins in comparison to other divisions.

Operating profit from continuing operations, before once off impairments and non-recurring costs,
increased by 5,2% to R138,0 million (June 2016: R131,2 million) at a margin of 9,9% of revenue
(June 2016: 10,0%). Once off impairments and write downs impacting continuing operations on an
operating profit level amounted to R22,8 million. Included is a R9,0 million once off write downs and
impairments relating to the previously manufactured low margin lead chrome product lines in the
Colour division discontinued during 2016 with products disposed in the 2017 interim period and the
rehabilitation cost of the Alberton Resin plant site discontinued previously of R1,8 million. Further to
the above, the once off impairment of the balance of a loan receivable from a third party relating to
the disposal of Galltec Western Cape of R4,4 million previously recoverable over a 4 year period
from 1 July 2015 was assessed as being non recoverable during the 2017 financial year. Other non-
recurring group costs of R7,6 million negatively affected operating profit. Impairments relating to the
discontinued Silica operations negatively impacted overall Group operating profit performance.

Net finance costs reduced by 11,6% in total and by 21,0% for continuing operations. The reduction
in amount is insignificant due to the fact that the 2017 year had the Bragan finance costs for 12
months compared to 9 months in 2016; this has been partially offset by the amortising profile of the
loan.

Earnings for continuing operations increased by 23,1% to R65,0 million (June 2016: R52,8 million)
whilst Headline earnings increased by 7,8% to R 66,2 million (June 2016: R60,2 million). Earnings
per share for continuing operations increased by 13,0% to 40,3 cents per share (June 2016: 35,7
cents per share) and headline earnings per share for continuing operations increased by 0,8% to
41,0 cents per share (June 2016: 40,7 cents per share). Earnings and Headline earnings were
materially impacted by the Rolfes Silica discontinued operation.

The directors believe that normalised headline earnings per share from continuing operations are a
meaningful measure for evaluating the group?s operational performance. Normalised headline
earnings amounted to R 81,4 million (June 2016: R 69,1 million). Normalised headline earnings per
share increased by 8,1% to 50,5 cents (June 2016: 46,7 cents). Normalised headline earnings are
defined as headline earnings from continuing operations excluding non-recurring items, once off
transaction costs and once off impairments and adjustments.

The weighted average number of shares in issue for the period was 161 301 468 (June 2016: 147
967 135).

Normalised Headline Earnings per                       Continuing    Discontinued                   Continuing    Discontinued
share:                                   Group                                        Group
                                                       Operations     Operations                    Operations     Operations
                                        Reviewed        Reviewed       Reviewed      Restated        Restated       Restated
                                          as at           as at          as at        as at           as at           as at
                                         30 June         30 June        30 June      30 June         30 June         30 June
                                          2017            2017           2017         2016            2016            2016
                                         R?000           R?000          R?000         R?000           R?000          R?000

Headline earnings                          44,171          66,157         (21,986)      63,070          60,212        2,858
Adjusted for the after-tax effect
non-recurring other costs:
Rehabilitation costs resin plant site
                                            1,290           1,290                               -             -
Impairment of a third party loan
                                            3,153           3,153                               -             -
Lead Chrome pigment write off
                                            6,750           6,750                        2,763           2,763
Non-recurring group costs
                                            4,050           4,050                               -             -
Foreign currency impairments
                                                   -             -                       2,042           2,042
Transaction costs
                                                   -             -                       4,088           4,088
Normalised headline earnings
                                           59,414          81,400         (21,986)      71,962          69,104        2,858
Normalised headline earnings per
share                                       36.83           50.46          (13.63)       48.63           46.70         1.93

      RESTATED RESULTS

      During the finalisation of the results for the year ended 30 June 2017, certain accounting errors
      and understatement of impairments relating to the prior periods namely the year ended 30 June
      2016 and the six months ended 31 December 2016, were identified and considered material.
      Accordingly the results for both these prior periods have been restated. These errors are
      disclosed under note 3.


      GROUP CASH FLOW PERFORMANCE

      Cash generated from operating activities amounted to R128,0 million (June 2016: R104,3 million).
      Net working capital decreased by R12,0 million and is represented by a decrease in inventory of
      R50,9 million, a decrease in trade and other receivables of R62,0 million and a decrease of
      accounts and other payables of R100,9 million. The management of working capital remains a key
      focus area with opportunity for improvement. Net finance costs paid increased slightly to R 28,7
      million whilst tax paid amounted to R 32,5 million. Dividends paid amounting to R 16,2 million
      represents the 6 cents per share paid as a final dividend for 2016. Cash utilised in investing activities
      comprised of investment in product development, predominantly relating to the agricultural division,
      amounting to R 12,6 million and additions to property, plant and equipment amounted to R 13,7
      million. The movement in loans was marginal and reflects an inflow of R 1,0 million.


OPERATIONAL REVIEW
AGRICULTURAL

Revenue increased by 4,3% to R280,2 million (June 2016: R268,5 million). Gross profit margins
decreased to 28,2% (June 2016: 30,2%) due to product mix sold during the last six months of the
financial year. The division?s performance was influenced by the prolonged severe drought
conditions prevailing throughout the year and in particular continuing in the Western Cape and in
certain African export markets for the remainder of the financial year to June 2017. The divisions?
strength remains its product positioning providing a natural defence against drought conditions as
long as irrigation areas remain functional.

Operating profit was impacted by the once off impairment of a third party loan relating to the disposal
of a subsidiary, effective 1 July 2015, of R4,4 million. The loan was recoverable over a four year
period but due to unexpected changes in the recoverability thereof became doubtful. Operating
costs increased due to an investment in technical resources and capabilities to improve field
support. Net operating profit excluding the once off loan impairment decreased to R 32,2 million
(June 2016: R 37,3 million). The operating profit margin excluding the once off impairment
amounted to 11,6% (June 2016: 13,9%).

Capital expenditure of R6,8 million (June 2016: R 7,0 million) comprise mainly product development
costs incurred during the current reporting period.
The division?s performance is highly dependent on favourable rainfall patterns. New product
development and product registrations are granted continuously both locally and internationally.
The development of distribution channels for foliar feeds in the rest of Africa and Europe is on-going.
Formal trials and testing of the green PGPR (bacterial) products is progressing well.

FOOD

Revenue increased by 50,0% to R700,0 million (June 2016: R467,7 million ? included for 9 months
since acquisition on 1 October 2015). Gross profit margins increased to 17,9% (June 2016: 16,1%)
largely driven by product mix, pricing strategies. Growth drivers include geographical footprint
expansion, rising food prices and increased staple demand. Export growth was hampered by
reduced trading in Zimbabwe due to the poor economy.

Operating cost increases are mainly due to geographical expansion and costs included for 12
months in the current year compared to the 9 months to June 2016. Operating costs includes a
provision for doubtful debt of R4,1 million in respect a Zimbabwean debtor. Net operating profit for
the year amounted to R 80,3 million (June 2016: R 56,4 million). The operating profit margin
decreased to 11,5% from 12,5% in June 2016.
Group initiatives include the focused and combined national footprint expansion and collective
export drive of product into southern African countries leveraging off the existing group
infrastructure. Recent registrations in animal feed products obtained will allow for expansion of the
product range into other speciality food ingredients.

Capital expenditure amounted to R1,5 million (June 2016: R 4 million), incurred to extend logistics
capabilities.

CHEMICALS

Revenue decreased by 8,5% to R322,7 million (June 2016: R 352,0 million). Gross profit margins
decreased to 18,4% (June 2016: 20,1%). Product volume demand reduced due to the reduction of
local manufacturing demand and trading was hampered by the poor product supply and the ailing
Zimbabwean economy being a major export market for the division. Global product shortages in
key solvents further impacted trading.

Operating costs remained well controlled and includes a once off rehabilitation costs for the
discontinued Alberton Resin plant site of R 1,8 million. Net operating profit amounted to R 31,8
million (June 2016: R 35,0 million). Operating profit margins remained at 9,9% (June 2016: 9,9%).
The division benefited from overhead cost and resource consolidation with the Water division.
Capital expenditure of R 3,8 million (June 2016: R 3,0 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 adding new product lines and driving local and export
volumes into southern Africa.

COLOUR

The Colour divisions? performance was influenced by material restatements and accounting errors
relating to the liquidation of the final remaining manufactured lead chrome pigment stock following
the closure of the lead chrome pigment plant in March 2016 traded up until December 2016.
Revenue decreased by 42,8 % to R 85,6 million (June 2016: R 149,8 million) and gross profit
margins decreased to 9,7% (June 2016: 10,9%), the discontinued product lines and obsolete
stock provisions contributing to the margin decline.

Operating loss of R 8,1 million (June 2016: R 8,2 million) included write-offs of R 6,7 million (June
2016: R 2,8 million) on the discontinued product lines and related foreign exchange losses written
off.

Capital expenditure amounted to R 0,1 million.

Rolfes Colour Pigments will continue to trade and manufacture remaining product ranges which
include dispersions for paint and inks and traded dry pigment products. With new management on
board, we look forward to steady growth in the Colour division.

WATER
South Africa

Revenue decreased by 19,5% to R 42,1 million (June 2016: R52,3 million) and gross profit margins
increased to 64,1 % (June 2016: 59,5%), mostly attributable to a shift in the business focus to larger
industrial, mining and petrochemical contracts. The division?s performance was further influenced
by the depressed mining industry and prevailing drought conditions.

Operating profit increased slightly to R 4,3 million (June 2016: R 4,1 million). Operating margins
improved to 10,3% (June 2016: 7,8%).

Capital expenditure in the water division incurred amounted to R 2,8 million (June 2016: R 4,0
million) comprising mostly the upgrade of the Jet Park site to accommodate the water business?
move to Group owned premises.

The addition of a dedicated and experienced Managing Director in March 2017 and the resultant
realignment and rebranding of the Water business has repositioned it more favourably towards
larger industrial, mining and petrochemical opportunities to ensure sustainable growth.

Botswana
The Botswana water business performance and prospects will remain under strategic review.
Revenue decreased to R 6,8 million (June 2016: R20,1 million) and gross profit margins decreased
to 17,9% (June 2016: 39,3%), mostly attributable to the completion of the infrastructural
development contract during the 2016 financial year. Sales during the 2017 financial year comprise
mostly water chemical sales.

The operating profit for the year amounted to R 1,7 million (June 2016: loss R 10,0 million including
impairments on goodwill of R 10,3 million).

The business operated at an operating loss due to the lower margin trading during the financial
year. Material once off restatements in the Botswana business; as detailed in the restatement
section of this announcement impacted the division negatively.

No Capital expenditure was incurred for the year under review.


DISCONTINUED OPERATIONS

The Silica mining business became unviable due to the remaining life of mine and the current
economic climate resulting in trading losses being incurred. The potential of restructuring the
business was considered but the operating costs compared to the revenue (being a mix of
volumes and price) remained uneconomical. The Silica mining business incurred a loss, after tax,
of R 6,0 million for the year (2016 restated: profit after tax R 2,9 million). In addition
impairments/provisions were made on the property, plant and equipment of R 16,7 million,
inventories of R 9,0 million and provision for closure and rehabilitation costs of R 10,8 million
which impacted the 2017 results.

The net effect of the discontinued operation, for the 2017 financial year, is a loss after tax of R
42,5 million equating to a loss of 26,3 cents per share for EPS and 13,6 cents per share for HEPS.
The strategy has been commenced to dispose of the remaining assets to realise the carrying
value.


OPERATING ENVIRONMENT AND PROSPECTS

The economic environment across southern Africa is expected to remain challenging and will
influence demand for industrial chemicals. The Agriculture division was negatively affected in 2017
by the prolonged drought conditions and the division is well positioned for growth in more favourable
weather conditions. New product ranges added to the portfolio and geographic expansion plans
completed during the last financial year will continue to benefit growth in the food division. Prospects
in the water division have improved with a good tender pipeline with dependence on industrial
spending on water related projects and favourable weather conditions. Smaller divisions that are
not providing a satisfactory return on capital are currently under strategic review.

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

SHARE BUY BACK

The Board has authorised a share buy-back program in accordance with the general authority
which may be implemented by management within set parameters.

CHANGES TO THE BOARD

Mr E van der Merwe resigned as non-executive director on 1 April 2017. Mr CS Seabrooke was
appointed as a non-executive director on 1 April 2017.

Mr JJT Ferreira resigned, with immediate effect, as Group Financial Director on 12 May 2017 and
Mr RM Buttle was appointed as Acting Group Financial Director on the same date.


Investors interested in attending the results presentation should contact Jacques de Bie on
jdebie@singular.co.za

On behalf of the Board
MS Teke                                 L Lynch
Chairman                                Chief Executive Officer
30 September 2017
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), RM Buttle (Acting Group Financial
Director), SS Mafoyane *# (Lead Independent Director), MM Dyasi*#, DM Mncube*#, MG
Mokoka*#, CS Seabrooke*, JR Winer*
* Non-executive # Independent

COMPANY SECRETARY
CorpStat Governance Services Proprietary Limited

PREPARED BY
Commentary: L Lynch and RM Buttle
Financial results: RM Buttle

SPONSORS
Grindrod Bank Limited

REGISTERED AUDITORS
KPMG Inc.

INVESTOR RELATIONS
Singular Systems Proprietary Limited


Reviewed Provisional Condensed
Consolidated Statement of              Reviewed       Restated       Restated
Financial Position as at

                                       30 June        30 June         1 July
                                          2017           2016           2015
                                         R?000          R?000          R?000
ASSETS
Non-current assets                       379,593        385,766        274,821
Property, plant and equipment
                                         104,307        121,594        113,446
Intangible assets and goodwill
                                         269,172        261,793        150,376
Deferred tax asset
                                           6,114          2,379         10,999
Current assets                           575,971        665,170        516,254
Inventories
                                         285,744        336,628        213,533
Trade and other receivables
                                         212,269        274,271        190,165
Assets classified as held for sale
                                                  -              -      95,731
Tax receivable
                                           5,988          5,825          4,952
Cash and cash equivalents
                                          71,970         48,446         11,873
Total assets                             955,564      1,050,936        791,075

EQUITY AND LIABILITIES
Capital and reserves
                                         496,632        491,897        342,238
Stated capital
                                         208,588        208,588         50,888
Treasury shares
                                            (868)          (868)          (868)
Retained income
                                         292,778        288,736        234,214
Reserves
                                            (697)        (2,057)           215
Non-controlling interest
                                          (3,169)        (2,502)        57,789
Non-current liabilities
                                         253,173        250,039         78,381
Interest-bearing loans
                                         226,057        223,360         43,049
Deferred tax liability
                                          13,394         19,131         32,496
Provisions
                                          13,722          7,548          2,836

Current liabilities
                                         205,759        309,000        370,456
Trade and other payables
                                         183,277        284,135        166,333
Interest-bearing loans
                                          19,635         23,351         69,199
Liabilities directly associated with
assets classified as held for sale                -              -      60,179
Bank overdraft
                                                  -             48      71,324
Current tax liability
                                           2,847          1,466          3,421
Total equity and liabilities
                                         955,564      1,050,936        791,075



Reviewed Provisional Condensed                          Continuing      Discontinued                      Continuing      Discontinued
Consolidated Statements                    Group                                             Group
or loss and other comprehensive                         Operations       Operations                       Operations       Operations
Income for the years ended

                                          Reviewed       Reviewed           Reviewed        Restated       Restated         Restated


                                          30 June         30 June           30 June         30 June        30 June          30 June
                                           2017            2017              2017            2016           2016              2016
                                           R?000           R?000             R?000           R?000          R?000            R?000
Revenue
                                           1,485,036       1,437,409         47,627       1,365,429      1,310,386         55,043
Cost of sales
                                          (1,189,075)    (1,138,140)        (50,935)     (1,067,196)   (1,026,946)        (40,250)
Gross profit/(loss)
                                             295,961         299,269         (3,308)        298,234       283,441          14,793
Other income
                                              13,675          13,675               -         12,325        12,312              13
Operating expenses
                                           (192,470)       (174,974)        (17,496)       (174,080)      (164,584)         (9,496)
Operating profit/(loss) before
below items                                  117,166         137,970        (20,804)        136,479       131,169           5,310
Impairment of assets             Note 6
                                             (25,556)         (5,996)       (19,560)        (10,324)      (10,324)              -
Other   costs 1
                                             (16,792)        (16,792)             -         (12,351)      (12,351)              -
Net operating profit/(loss)
                                              74,818         115,182        (40,364)        113,804       108,495           5,310
Finance income
                                               9,286           9,213              73          6,009         5,974              35
Finance costs
                                             (38,616)        (35,071)        (3,545)        (39,170)      (38,687)           (483)
Profit/(loss) before tax
                                              45,488          89,324        (43,836)         80,644        75,782           4,862
Tax                              Note 7
                                             (24,197)        (25,533)          1,336        (27,590)      (25,586)         (2,004)
Profit/(loss) for the year
                                              21,291          63,791        (42,500)         53,054        50,196           2,858

Other comprehensive
income/(expense):
Foreign currency translation
differences                                    1,360           1,360              -          (2,272)       (2,272)              -
Total comprehensive income for the
year                                          22,651          65,152        (42,500)          50,782        47,924           2,858
Profit/(loss) for the year
attributable to:
- Equity holders of the parent
                                              22,467          64,967        (42,500)          55,620        52,762           2,858
- Non-controlling interest
                                              (1,176)         (1,1                -           (2,566)       (2,566)             -
Total comprehensive
income/(expense) for the year
attributable to:
- Equity holders of the parent
                                              23,827          66,327        (42,500)           53,348        50,490           2,858
- Non-controlling interest
                                             (1,176)         (1,176)              -           (2,566)       (2,566)             -
Earnings per share (cents) - basic
and diluted                    Note 8          13.93           40.28         (26.35)            37.59         35.66            1.93
Headline earnings per share (cents)
- basic and diluted            Note 8          27.38           41.01         (13.63)            42.62         40.69            1.93

1  Consists of transaction costs and impairments of financial instruments.


Reviewed Provisional Condensed
Consolidated Statement of
Changes in Equity for the years
ended
                                          Stated Capital                                                 Reserves
                                                                                                                                     Non-
                                        Share            Share           Retained        Treasury                 Revaluation                        Total
                                                                                                     FCTR 1                         controlling
                                        Capital         Premium          Income           Shares                   Surplus                           Equity
                                                                                                                                    Interest
                                        R'000             R'000           R'000           R'000       R'000           R'000          R'000           R'000
Balance at 1 July 2015
(as previously stated)                    1,086            49,802        253,677          (868)       (141)            5,488         63,260        372,304
Restatements
                                                  -             -        (19,463)             -        356           (5,488)        (5,471)        (30,066)
Balance at 1 July 2015 (restated)
                                          1,086            49,802        234,214          (868)        215                -          57,789         342,238
Issue of new shares
                                               533        157,167               -            -           -                -               -         157,700
Total comprehensive income for the
year (restated)                                   -             -          55,620            -      (2,272)               -         (2,567)          50,781
Total comprehensive income for the
year (as previously stated)                       -             -          78,477            -        (685)               -          1,561           79,353
Restatements
                                                  -              -        (22,857)           -      (1,587)               -         (4,128)        (28,572)
Acquisition of non-controlling
interest                                          -              -         (1,098)           -           -                -        (57,724)        (58,822)
Balance at 30 June 2016
(restated)                                1,619            206,969        288,736         (868)     (2,057)               -         (2,502)        491,897
Total comprehensive income for the
year                                              -              -         22,467            -       1,360                -         (1,176)         22,651
Dividend
                                                  -              -        (16,192)           -           -                -               -        (16,192)
Acquisition of non-controlling
interest 2                                        -              -         (2,233)           -           -                -            509          (1,724)
Balance at 30 June 2017
                                          1,619            206,969         292,778        (868)      (697)                -         (3,169)         496,632


    1 Foreign   currency translation reserve.
    2 The   acquisition of the Agchem Europe minority shareholding which took place on 1 February 2017.



Reviewed Provisional
Condensed Consolidated                                      Continuing          Discontinued                         Continuing          Discontinued
Statement of cash flows for the          Group                                                       Group
years ended                                                 Operations           Operations                          Operations           Operations

                                        Reviewed            Reviewed              Reviewed          Restated           Restated            Restated

                                         30 June             30 June               30 June           30 June           30 June              30 June
                                          2017                2017                  2017              2016              2016                 2016
                                          R?000               R?000                 R?000             R?000             R?000                R?000
Cash flow generated from:
Operating activities
                                           128,021             127,594               427             102,484             98,718               3,766
Net finance cost paid
                                           (28,651)            (25,857)           (2,794)            (27,915)            (27,497)              (418)
Tax paid
                                           (32,451)            (32,073)             (378)            (30,806)            (29,809)              (997)
Dividends paid
                                           (16,192)            (16,192)                 -                 -                  -                   -
Cash flow utilised in investing
activities                                 (26,137)            (24,790)           (1,347)           (227,455)           (224,129)             (3,326)
Investment in property, plant and
equipment                                  (13,727)            (12,380)           (1,347)            (14,104)            (10,700)             (3,404)
Investment in intangible assets
                                           (12,588)            (12,588)                 -             (9,255)             (9,255)                   -
Cost of acquisition of companies                 -                   -                  -           (200,364)           (200,364)                   -
Other
                                               178                 178                  -             (3,732)             (3,810)                  78
Cash flow generated from
financing activities                        (1,018)             (5,838)             4,820            291,541              289,927               1,614
 Cash generated for the year
                                            23,572              22,844                728            107,849              107,210                 641
 Cash and cash equivalents:
 - beginning of the year
                                            48,398              47,568                830            (59,451)            (59,642)                189
 - end of the year
                                            71,970              70,412              1,558             48,398             47,568                  830

Notes to the Condensed Consolidated Financial Statements


1. BASIS OF ACCOUNTING AND PREPARATION
  The provisional condensed consolidated financial statements are prepared in accordance with the
  requirements of the JSE Limited Listings Requirements for provisional reports and the requirements
  of the Companies Act of South Africa. The Listings Requirements require provisional reports to be
  prepared in accordance with the framework concepts and the measurement and recognition
  requirements of the International Financial Reporting Standards (IFRS) and the SAICA Financial
  Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements
  as issued by 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 these financial statements are in terms of IFRS and are consistent with those applied in
  the previous consolidated financial statements, except for the carrying amount and disclosure in
  respect of property. The accounting policy to revalue property every three years was not applied
  consistently. This error is summarised under note 3.


2. FINANCIAL PREPARATION AND REVIEW


The Reviewed Provisional Condensed Consolidated Financial Statements for the year ended 30 June
2017 have been prepared by Rolfes Holding Limited?s group financial reporting team; this process was
supervised by the Group?s Acting Group Financial Director Mr RM Buttle, and approved by the Rolfes
Holdings Limited board of directors on 30 September 2017.

These Provisional Reviewed Condensed Consolidated Financial Statements for the year ended 30 June
2017, have been reviewed by the Company?s auditor, KPMG Inc., who expressed an unmodified review
conclusion.

The auditor?s report does not necessarily report on all of the information contained in these financial
results. 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 auditor?s report together with the
accompanying financial information from the Company?s registered office.


3. RESTATEMENTS DUE TO PRIOR YEAR ERRORS

 Summary table

                                                   Previously                           Restated    Previously                        Restated
                                          Note                    Restatements                                      Restatements
                                                     stated                                           stated

                                                    30 June         30 June             30 June         1 July         1 July          1 July
 Statements of financial position items
                                                     2016            2016                2016           2015           2015             2015
 ASSETS                                              R?000           R?000               R?000          R?000          R?000           R?000
 Non-current assets                                  407,857           (22,091)          385,766        287,227       (12,406)        274,821
 Property, plant and equipment            3a,b,c
                                                     133,661           (12,067)           121,594       130,435       (16,989)        113,446
 Intangible assets and goodwill            3a
                                                     271,338            (9,545)           261,793       149,681           695         150,376
 Deferred tax asset                       3a,d
                                                       2,858              (479)             2,379         7,111          3,888         10,999
 Current assets                                      691,546           (26,376)           665,170       531,026       (14,772)        516,254
 Inventories                              3a,d
                                                     343,630            (7,002)           336,628       215,127        (1,594)        213,533
Trade and other receivables               3a,d
                                                      293,011         (18,740)            274,271        202,956      (12,791)        190,165
Assets classified as held for sale
                                                           -                -                   -         95,732             -         95,731
Tax receivable                             3a
                                                        4,652           1,173               5,825          5,338         (386)          4,952
Cash and cash equivalents                  3a
                                                       50,253          (1,807)             48,446         11,873             -         11,873
Total assets                                        1,099,403         (48,467)          1,050,936        818,253      (27,177)        791,075



                                                       Previously                      Restated       Previously                  Restated
                                                                     Restatements                                  Restatements
                                              Note       stated                                         stated
EQUITY AND LIABILITIES
Capital and reserves
                                                          550,535         (58,637)       491,898        372,304        (30,066)    342,238
Stated capital
                                                          208,588                 -      208,588         50,888               -     50,888
Treasury shares
                                                            (868)                 -        (868)           (868)              -      (868)
                                              3a,b,c
Retained earnings
                                                d         331,056         (42,320)       288,736        253,677        (19,463)    234,214
Reserves                                      3a,b
                                                            4,662          (6,719)        (2,057)         5,347         (5,132)       215
Non-controlling interest                       3a
                                                            7,097          (9,598)        (2,501)        63,260         (5,471)     57,789
Non-current liabilities
                                                          248,668           1,371        250,039         77,606            775      78,381
Interest-bearing loans                        3a,d
                                                          220,269           3,091        223,360         42,274            775      43,049
Deferred tax liability                        3a,b,d
                                                           25,563          (6,432)        19,131         32,496               -     32,496
Provisions                                     3c
                                                            2,836           4,712          7,548          2,836               -      2,836
Current liabilities
                                                          300,200           8,800        309,000        368,343           2,113    370,456
Trade and other payables                      3a,d
                                                          274,929           9,206        284,135        208,630           3,071    166,333
Interest-bearing loans                        3a,d
                                                           23,295                56       23,351         24,381           (550)     69,199
Liabilities directly associated with assets
held for sale                                                    -                -               -      60,179               -     60,179
Bank overdraft                                 3a
                                                              310            (262)            48         71,586           (262)     71,324
Current tax liability                          3a,d
                                                            1,666            (200)         1,466          3,567           (146)      3,421
Total equity and liabilities
                                                        1,099,403         (48,467)     1,050,936        818,253        (27,178)    791,075




                                                       Previously      Restatements      Restated
                                              Note
                                                         stated
Statement of profit or loss and other                   30 June          30 June         30 June
comprehensive income items                               2016              2016            2016
                                                         R?000            R?000           R?000
Revenue                                          3a
                                                        1,363,547           1,882      1,365,429
Cost of sales                                  3a,d
                                                       (1,055,478)        (11,718)    (1,067,196)
Gross profit/(loss)
                                                          308,069          (9,835)       298,234
Other Income                                     3a
                                                           12,398             (73)        12,325
                                              3a,c,d
Operating expenses
                                                        (183,339)           9,259      (174,080)
Operating profit/(loss)
                                                          137,128           (649)        136,479
Impairment of assets                           3a,6
                                                                 -        (10,324)       (10,324)
Other costs                                      3d
                                                                 -        (12,351)       (12,351)
Net operating profit/(loss)
                                                           137,128        (23,324)       113,804
Finance income                                  3d
                                                             1,293         4,716           6,009
Finance costs                                  3c,d
                                                          (29,208)        (9,962)       (39,170)
Profit/(loss) before tax
                                                           109,213       (28,569)        80,644
                                              3a,c,d
Tax
                                                          (29,175)          1,585      (27,590)
Profit/(loss) for the period
                                                            80,038        (26,984)       53,054

Other comprehensive
income/(expense):
Foreign currency translation differences        3a
                                                             (685)          (1,587)      (2,272)
Total comprehensive income for the year
                                                            79,353         (28,571)       50,782
Profit/(loss) for the year attributable
to:
- Equity holders of the parent
                                                            78,477         (22,857)       55,620
- Non-controlling interest
                                                             1,561          (4,127)      (2,566)

Earnings attributable to owners of the
parent                                                      78,477         (22,857)       55,620
Adjusted for the after-tax effect of:
                                                                                  
Profit on sale of assets
                                                              795                 -         795
Loss on sale of assets
                                                            (613)                 -       (613)
Goodwill impairment (Group) (no tax)           3a,6
                                                                -           10,324       10,324
Less: non-controlling interest                                              (3,056)      (3,056)
Headline earnings
                                                            78,659         (15,589)       63,070
Earnings per share (cents)
                                                                              
- Basic and diluted
                                                             53.04          (15.45)        37.59
- Headline and diluted
                                                             53.16          (10.54)        42.62



      3a) Botswana Water business (70,4% owned)

      The financial statements of Rolfes PWM Anticor (Pty) Ltd for the years ended 30 June 2015 and 30
      June 2016 were finalised after the consolidated financial statements for the year ended 30 June
      2016 were issued. The final amounts were different from the amounts included in the consolidated
      financial statements for the years ended 30 June 2015 and 30 June 2016. The differences are
      detailed below.

      The differences mainly result from the following:
         - Goodwill impairment due to the loss of business.
         - Overstatement of property, plant and equipment.
         - Overstatement of inventories.
         - Overstatement of trade and other receivables.
         - Adjustment to interest bearing loans.



                                                      30 June 2016                             1 July 2015
                                          Previously      Errors               Previously      Errors
                                                                    Restated                                Restated
                                            Stated      adjusted                 Stated       adjusted
 
                                            R?000         R?000      R?000       R?000          R?000        R?000
Non-current assets
                                         17,654       (8,906)      8,748       19,848        (2,032)        17,816
Property, plant and equipment
                                          8,106          642       8,748       11,010        (2,713)          8,297
Intangible assets and goodwill
                                          9,548       (9,548)           -       8,838           695           9,533
Deferred tax - asset
                                              -             -           -            -          (14)           (14)
Current assets
                                         22,906      (18,616)      4,290       14,687       (14,771)           (84)
Inventories
                                          1,594       (1,594)           -       1,594        (1,594)              -
Trade and other receivables
                                         20,665      (17,548)      3,117       12,446       (12,791)          (345)
Assets classified as held for sale
                                              -             -           -            -             -              -
Tax receivable
                                              -        1,173       1,173             -             -              -
Cash and cash equivalents
                                           647         (647)            -         647          (386)           261
Total assets
                                         40,560      (27,522)     13,038       34,535       (16,803)        17,732


EQUITY AND LIABILITIES

Capital and reserves
                                          8,427      (34,015)    (25,588)       6,836       (19,691)       (12,855)
Stated capital
                                          3,507        (177)       3,330        3,330              -          3,330
Treasury shares
                                              -             -           -            -             -              -
Retained income
                                          2,551      (25,147)    (22,596)          42       (14,576)       (14,534)
Reserves
                                          (126)       (1,586)     (1,712)        (680)          356           (324)
Non-controlling interest
                                          2,495       (7,105)     (4,610)       4,144        (5,471)        (1,327)
Non-current liabilities
                                         29,870          301      30,171       23,757           775          24,532
Interest-bearing loans
                                         29,884          287      30,171       23,771           775          24,546
Deferred tax liability
                                           (14)           14            -         (14)             -           (14)
Provisions
                                              -             -           -            -             -              -
Current liabilities
                                          2,263        6,192       8,455        3,942          2,113          6,055
Trade and other payables
                                          1,566        5,730       7,296        2,984          3,071          6,055
Interest-bearing loans
                                              -             -           -         550          (550)              -
Liabilities directly associated with
assets classified as held for sale            -             -           -            -             -              -
Bank overdraft
                                           262           897       1,159          262          (262)              -
Current tax liability
                                           435         (435)            -         146          (146)              -
Total equity and liabilities
                                         40,560      (27,522)     13,038       34,535       (16,803)         17,732


      3b) Property
      The group did not apply the accounting policy of revaluing property correctly and consistently in the
      past. The group subsequently decided to measure property at cost less accumulated depreciation
      and impairment losses.

      As part of this adjustment properties were also reclassified to Property, plant and equipment.

      The abovementioned resulted in the following:
         - Property has been reduced by R 16,3 million to decrease to the historical cost model.
         - The corresponding entry was adjusted against Reserves (R 5,5m), Deferred tax liability (R
         6,0m) Retained earnings (R 4,8m)




  3c) Rehabilitation provisions

  The group provided for the cost of rehabilitation on a scheduled closure basis as opposed to on an
  unscheduled closure basis. This resulted in an increase of the rehabilitation provision. This error
  has been adjusted retrospectively against property, plant and equipment and provisions. The
  related depreciation and finance cost was adjusted accordingly. The provision as at 30 June 2017
  was based on management?s best estimate of the expected undiscounted cash outflows.
  The impact of this error was as follows:

         -    Rehabilitation provision as at 1 July 2015 and 30 June 2016 increased by R 4,3m and R
              4,7m respectively.
         -    Decommissioning asset as at 1 July 2015 and 30 June 2016 increased by R 4,3m and
              by R 3,6m respectively.
         -    Depreciation for the year ended 30 June 2016 increased by R 0,7m.
         -    Finance cost for the year ended 30 June 2016 increased by R 0,4m.

  3d) Other errors impacting earnings

  Certain other errors were identified and corrected which is detailed below:

         -    Trade and other payables has been increased by R 2,3m to correct a foreign exchange
              error and has been corrected against operating expenses of 30 June 2016.
         -    Inventory was overstated by R 5,5m; this related to the previously manufactured lead
              chrome pigment product ranges, which have been disposed of at a negative margin
              since closure of the plant in March 2016. This error has been corrected to cost of sales.
         -    Trade and other receivables was overstated by R 1,2m due to an imbalance on
              intercompany loans and has been corrected against cost of sales.
         -    Interest bearing loans were understated by R 2,8m; the corresponding entry was
              adjusted to finance cost in the 2016 financial year.
         -    There were various reclassifications on assets and liabilities.


4. SEGMENT REPORT

     Segmental analysis for the year ended 30 June 2017 (reviewed)
                                            Gross          Net operating
                             Revenue                                         Assets           Liabilities
                                          profit/(loss)     profit/(loss)

                              R'000          R'000            R'000          R'000              R'000

     Agricultural
                              280,206            79,095            26,852        273,094           131,893
     Food
                              700,026           125,040            80,318        279,184            90,108
     Chemicals
                              322,675            59,588            31,807        200,400            88,828
     Colour
                               85,598              8,328           (8,095)       110,884            16,443
     Water
                               48,907            28,219              5,992        58,078            69,823

      - RSA                    42,125            27,007              4,330        72,772            59,683

      - Botswana                6,782              1,212             1,662       (14,694)           10,140
     Discontinued (Silica)
                               47,624            (3,308)          (39,645)        40,313            51,096
     Other
                                    -            (1,001)          (22,411)        (6,388)           10,739
          
      Total                 1,485,036            295,961           74,818         955,564           458,930


          Segmental analysis for the year ended 30 June 2016 (restated)


                                                                         Net operating
                                    Revenue          Gross profit                                   Assets              Liabilities
                                                                          profit/(loss)


                                     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                285,203              123,044
          Chemicals
                                     352,038                70,855                 35,042                113,519               77,351
          Colour
                                     149,767                16,410                 (8,195)               122,576               24,216
          Water
                                      72,444                40,054                 (5,944)                64,395               42,021
          RSA
                                      52,328                31,178                  4,080                 51,357                3,395
          Botswana
                                      20,116                 8,876                (10,024)                13,038               38,626
          Discontinued (Silica)
                                      55,043                14,793                   5,310                71,415               39,698
          Other
                                           -                    -                   (6,167)               100,908             185,966
          Total
                                   1,365,429               298,234                  113,804             1,050,936             559,038


    The segmental report of the group is based on the information used by the chief operating decision-makers, being the
    executive management. The analysis is presented after taking certain intercompany and intersegmental transactions into
    account.

    The previous Industrial segment comprised both ?Chemicals? and ?Colour?. During the current year the segment report was
    changed to separately reflect Chemicals and Colour. The comparative period adjusted accordingly.

    The previous Water segment comprised both ?Water? and the Silica mining business. During the current year the segment
    report was changed to separately reflect the Silica mining business under Discontinued operations (note 5). The comparative
    period adjusted accordingly.


5. DISCONTINUED OPERATIONS

    The Silica mining business became unviable due to the remaining life of mine and the current
    economic climate resulting in trading losses being incurred. The potential of restructuring the
    business was considered but the operating costs compared to the revenue (being a mix of volumes
    and price) remained uneconomical. As such, on 9 June 2017, the Board made the decision to
    discontinue the operation which has resulted in a reclassification for both the 2017 and 2016
    financial years. The Silica mining business was accordingly separately presented as a discontinued
    operation. A full impairment review was performed by management and the details are reflected
    below:
                                                                                                   Net realisable
                                      Carrying value before                                      value/recoverable
                                          impairments               Impairment/provision              amount                          Assumptions
ASSETS                                           R?000                     R?000                      R?000
Non-current assets
Property, Plant and Equipment                            28,353                     19,560                      8,793       Impaired to expected recoverable
                                                                                                                            amount based on managements
                                                                                                                            estimated selling price in the
                                                                                                                            market.
Current assets                                           40,493                      8,973                     31,520
Inventories                                              30,973                      8,973                     22,000       Net realisable value.
Trade and other receivables                               6,534                          -                      6,534
Tax receivable                                              1,428                        -                      1,428
Cash and cash equivalents                                   1,558                        -                      1,558


EQUITY AND LIABILITIES
Non-current liabilities                                    34,392                       7,909                   42,301
Interest-bearing loans                                     29,761                           -                   29,761
Deferred tax liability                                      1,540                           -                    1,540
Provisions                                                  3,091                       7,909                   11,000      Closure costs, undiscounted.


Current liabilities                                         4,795                       4,000                     8,795
Trade and other payables                                    4,795                           -                     4,795
Provisions                                                      -                       4,000                     4,000     Expected retrenchment cost and
                                                                                                                            closure costs.

Net Asset Value                                            29,659                      40,442                   (10,783)


     The interest bearing loan is an intercompany loan payable to the group and is expected to be repaid
     through the realisation of the assets.

     The net effect of the discontinued operation, for the 2017 financial year, is a loss after tax of R 42,5
     million equating to a loss of 26,3 cents per share for earnings per share and 13,6 cents per share
     for headline earnings per share. The strategy has been commenced to dispose of the remaining
     assets to realise the carrying value.


 6. IMPAIRMENT OF ASSETS

 During the year, and as a result of the financial performance of the Botswana Water business (refer
 note 3a) and Silica mining business (refer note 5), the following impairment losses were recognised.


                  Segment                                                               30 June 2017          30 June 2016
                                                                                            R?000                 R?000
                  Agricultural
                      - Impairment of loans
                                                                                                    4,380
                  Water - Botswana
                      - Impairment of goodwill
                                                                                                                  10,324
                  Discontinued - Silica
                      - Impairment of property, plant and equipment
                                                                                                   19,560
                      - Impairment of intangible assets and goodwill
                                                                                                    1,616              -

                                                                                                   25,556         10,324


 The impairment losses were based on the reported fair value, less cost to sell of the assets or group of
 assets. Further, management has completed their testing of goodwill relating to its cash generating
 units, based on the following assumptions.

                  Cash generating unit                                    Carrying value           Weighted cost of capital      Growth rate
                                                                                  R?000

                  Agricultural                                                    30,971                         19.1%                  12%
                  Food                                                           115,374                         18.1%                  12%
                  Chemicals                                                       38,062                         18.0%                  10%
                  Colour                                                           6,872                         18.0%                   8%
                  Water                                                            7,800                         18.7%                  20%
                                                                                 199,079
7. TAX

                                                                        Continuing        Discontinued                              Continuing         Discontinued
                                                       Group                                                        Group
                                                                        Operations         Operations                               Operations          Operations
                                                     Reviewed           Reviewed           Reviewed               Restated             Restated            Restated

                                                      30 June            30 June            30 June                30 June              30 June             30 June
                                                        2017               2017               2017                   2016                 2016                2016
                                                       R?000              R?000              R?000                  R?000                R?000               R?000

       South African normal tax
                                                          33,163             34,216           (1,053)                24,101               22,993               1,108
        Deferred tax
                                                          (8,829)            (8,218)            (611)                 2,502                1,942                560
       Prior year
       (overstatement)/understatement                      (137)              (465)               328                  987                  651                 336

       Amounts recognised in profit/loss
                                                          24,197             25,533           (1,336)                27,590               25,586               2,004

       Tax rate reconciliation
       Effective rate                                     53.2%              28.6%             (3.0%)                 34.2%                33.8%              41.2%
       - Statutory rate                                   28.0%              28.0%            (28.0%)                 28.0%                28.0%              28.0%
       - Effect of non-allowable expenditure/              1.7%               0.9%                 -                   1.5%                 1.7%                 -
       income
       - Effect of deferred tax not recognised            23.9%              (0.2%)              25.1%                 2.4%                 2.2%               6.3%
       - Effect of different tax rates of                      -                  -                   -              (0.1%)               (0.1%)                  -
       subsidiaries operating in other
       jurisdictions
       - Effect of prior year                             (0.4%)             (0.1%)              (0.1%)               1.4%                 1.0%                6.9%
       (overstatement)/understatement
       - Effect of change in tax rate                           -                  -                   -              1.0%                 1.0%                   -



8. EARNINGS PER SHARE

         Information related to the number of shares in                        Reviewed                           Restated
         issue as at
                                                                              30 June 2017                       30 June 2016
         Total shares in issue (?000)                                                  161,943                        161,943
         Treasury shares (?000)
                                                                                         (642)                          (642)
         Shares in issue excluding treasury shares (?000)                              161,301                        161,301
         Weighted number of shares in issue (?000)                                     161,301                        147,968



                                                            Continuing         Discontinued                                Continuing           Discontinued
Earnings per share:                         Group                                                          Group
                                                            Operations          Operations                                 Operations            Operations
                                           Reviewed          Reviewed            Reviewed              Restated             Restated              Restated

                                           30 June            30 June             30 June                  30 June              30 June              30 June
                                            2017               2017                2017                     2016                 2016                 2016
                                            R?000              R?000               R?000                    R?000                R?000                R?000
Profit/(loss) for the year
attributable to equity holders of the
parent                                        22,467             64,967              (42,500)              55,620               52,762                 2,858
Adjusted for:
Profit on sale of assets
                                               (603)              (603)                    -                1,104                1,104                     -
Loss on sale of assets
                                               1,336                 11                1,325                (851)                (851)                     -
Impairment property, plant and
equipment (no tax)                            19,560                  -               19,560                    -                    -                     -
Goodwill impairment (no tax)
                                               1,616              1,616                    -                10,324              10,324                     -
Less: non-controlling interest                                                                              (3,056)            (3,056)
Tax effect on above                            (205)                166                (371)                  (71)                (71)                     -
Headline earnings
                                              44,171             66,157             (21,986)                63,070              60,212                2,858
Earnings per share (cents)
- Basic and diluted
                                               13.93              40.28             (26.35)                  37.59               35.66                 1.93
- Headline and diluted headline
                                               27.38              41.01             (13.63)                  42.62               40.69                 1.93




9. CONTINGENT LIABILITIES

The Group is involved in various legal proceedings and is in consultation with its legal counsel,
assessing the outcome of these proceedings on an ongoing basis. A particular case relates to a fidelity
and assignment agreement. In the opinion of the directors and legal counsel the possible liability will
not exceed R 2,0 million.


10. FAIR VALUE DISCLOSURE

The Group does not have any material items reported at fair value at the year end. Certain financial
instruments, being forward exchange contracts are measured using level 2 inputs, and presented
under trade and other receivables and trade and other payables. The impairments and provisions
accounted for in relation to discontinued operations are measured using level 3 inputs (refer note 5).


11. SUBSEQUENT EVENTS

       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 4
       cents per ordinary share for year ended 30 June 2017. The 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:                             Friday, 29 September 2017
       Last date to trade cum dividend:              Tuesday, 17 October 2017
       Shares commence trading ex-dividend:          Wednesday, 18 October 2017
       Record date:                                  Friday, 20 October 2017
       Payment Date:                                 Monday, 23 October 2017

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

       -                 The local Dividends Tax rate is 20%;
       -                 The dividends will be paid from cash reserves;
       -                 The gross dividend to be used in determining the Dividends Tax is 4 cents per
                         ordinary share;
       -                 The Dividend Tax to be withheld by the Company is equal to 0.8 cents per ordinary
                         share;
       -                 The gross dividend amount is 4 cents per ordinary share for shareholders exempt
                         from Dividends Tax;
       -                 The net dividend amount is 3.2 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 applicable, 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, 18 October
     2017 and Friday, 20 October 2017 both days inclusive.

There are no additional material events, other than those reported in this announcement, that have
occurred between 30 June 2017 and the date of this report which may have a material impact on the
understanding of this report and the financial information presented.
Restated unaudited results for 31 December 2016

Errors resulting in the restatement for the six months ended 31 December 2016:
Understatements of impairments and accounting errors identified for the six months ended 31
December 2016, primarily relates to the previously manufactured lead chrome pigment product
ranges, which have been fully disposed of at a negative margin during the interim period to 31
December 2016 and certain adjustments in head office costs and taxation. The net effect of the
above resulted in an overstatement of both earnings per share and headline earnings per share of
8,2 cents.

      Statements of Financial Position as at the
      period ended                                      Restated         Unaudited
                                                         as at             as at

                                                       31 Dec 2016       31 Dec 2015
                                                          R?000             R?000
      ASSETS
      Non-current assets                                    409,097           425,359
      Property, Plant and Equipment                         135,669           159,805
      Intangible assets and goodwill                        273,428           265,554
      Current assets                                        793,589           614,760
      Inventories                                           363,784           274,098
      Trade and other receivables                           372,487           286,741
      Current tax asset                                       1,328
                                                                                     -
      Cash and cash equivalents                               55,990            53,921
      Total assets                                         1,202,686         1,040,119

      EQUITY AND LIABILITIES
      Capital and reserves
                                                            588,566           489,531
      Stated capital
                                                            208,588           210,888
      Treasury shares
                                                               (868)             (868)
      Retained income
                                                            369,159           266,762
      Reserves
                                                              4,103             5,888
      Non-controlling interest
                                                              7,584             6,861
      Non-current liabilities
                                                            294,402           280,468
      Interest-bearing loans
                                                            265,098           248,653
      Deferred tax liability
                                                             26,213            28,837
      Provisions
                                                              3,091             2,978
      Current liabilities
                                                            319,718           270,120
      Trade and other payables
                                                            300,059           233,718
      Interest-bearing loans
                                                             19,660            34,987
      Current tax liability
                                                                (0)             1,415
      Total equity and liabilities
                                                           1,202,686         1,040,119
      Information related to the number of shares in
      issue as at 31 December 2016

      Total shares in issue (?000)
                                                            161,942           161,942
      Treasury shares (?000)
                                                               (641)             (641)

Shares in issue excluding treasury shares (?000)
                                                            161,301           161,301
Weighted number of shares in issue (?000)
                                                            161,301           134,634




Statements of Comprehensive Income for the
                                                       Restated          Unaudited
period ended
                                                         as at              as at
                                                   31 Dec 2016       31 Dec 2015
                                                          R?000             R?000
Revenue
                                                         823,386           625,684
Cost of sales
                                                       (646,708)         (479,566)
Gross profit
                                                         176,678           146,118
Other Income
                                                           6,083             1,153
Operating expenses
                                                        (99,908)          (87,185)
Operating profit
                                                          82,854            60,086
Finance income
                                                           1,095               266
Finance costs
                                                        (17,957)            (9,381)
Profit before tax
                                                          65,992            50,971
Tax
                                                        (17,686)          (12,305)
Profit for the period
                                                          48,306            38,666

Other comprehensive income:
Exchange differences from translating foreign
operations                                                 (559)                   -
Total comprehensive income for the period
                                                          47,747            38,666
Profit for the period attributable to:
Equity holders of the parent
                                                          48,234            38,113
Non-controlling interest
                                                            487                553


Earnings
                                                          48,234            38,113
Adjusted for the after-tax effect of:
Loss from sale of fixed asset
                                                               -                52
Profit on sale of business
                                                               -                 -
Headline earnings
                                                          48,234            38,165
Earnings per share (cents)*
- Basic
                                                           29.90             28.31
- Headline
                                                           29.90             28.35


                                                    Restated          Unaudited
                                                     as at             as at
Normalised Headline Earnings table:                31 Dec 2016       31 Dec 2015
Headline earnings
                                                      48,234             38,165
Adjusted for the after-tax effect of:
Rehabilitation costs resin plant site
                                                       1,290                 -
Lead Chrome pigment write off
                                                       4,077                 -
Normalised earnings
                                                      53,601             38,165
Normalised headline earnings per share (cents)
                                                       33.23              28.35




           Statements of cash flows for the period
                                                                           Restated               Unaudited
           ended 31 December 2016  
                                                                             as at                   as at
                                                                         31 Dec 2016              31 Dec 2015
                                                                              R?000                 R?000
           Cash flow (utilised in)/ generated from:
           Operating activities
                                                                               13,108             (14,239)
           Finance costs
                                                                              (16,862)             (9,049)
           Tax paid
                                                                              (13,822)            (15,903)
           Cash flow utilised in investing activities
                                                                               (7,880)           (237,636)
           Cash flow generated from financing activities
                                                                               31,194             381,707
           Cash generated / (deficit) for the period
                                                                                5,738             104,880
           Cash and cash equivalents:
           - beginning of the period
                                                                               49,943             (50,959)
           - end of the period
                                                                               55,681              53,921




Statement of changes in equity for period
ended 31 December 2016                                                                                                        Non-
                                                   Share         Share        Retained       Treasury                                    Total
                                                                                                          Reserves         controlling
                                                   Capital      Premium        Income         Shares                                     Equity
                                                                                                                            Interest

                                                    R'000        R'000          R'000         R'000            R'000         R'000       R'000
Balance at 30 June 2015
                                                        1,086     49,802        253,677         (868)            5,347         63,260    372,304
Issue of new shares
                                                         533     159,467              -            -                -             -      160,000
Movements
                                                            -             -     (25,029)              -           541         (56,952)   (81,440)
Total comprehensive income for the period
                                                            -             -      38,114               -                -          553     38,667
Balance at 31 December 2015
                                                        1,619    209,269        266,762         (868)            5,888          6,861    489,531
Movements
                                                            -     (2,300)        23,931               -          (541)           (772)    20,318
Total comprehensive income for the period
                                                            -             -      40,363               -          (685)          1,008     40,686
Balance at 30 June 2016
                                                        1,619    206,969        331,056         (868)            4,662          7,097    550,535
Total comprehensive income for the period
                                                            -             -      61,047               -          (559)            487     60,975
Dividend
                                                            -             -      (9,716)              -                -             -    (9,716)
Balance at 31 December 2016
                                                        1,619    206,969        382,387         (868)            4,103          7,584    601,794


Segmental report for period
ended 31 December 2016                                         Operating
                              Revenue       Gross Profit                      Assets       Liabilities
                                                                Profit


        31 December 2016       R'000           R'000             R'000        R'000          R'000
Agricultural
                                 155,973           51,871           29,128      273,181          74,620
Food
                                 397,102           67,536           50,649      315,013         142,093
Industrial
                                 221,249           35,514           12,582      289,974          95,172
Water
                                  49,062           21,757            4,778      112,617          19,066
Other
                                        -                  -       (14,283)     211,901         283,169
Total
                                 823,386         176,678            82,854     1,202,686        614,120

        31 December 2015
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
Water
                                  61,452           29,090            7,049      143,522          88,651
Other                                   -                  -
                                                                    (4,807)     203,594         148,548
Total
                                 625,684         146,118            60,086     1,040,119        550,588

Date: 02/10/2017 07:30:00 Supplied by www.sharenet.co.za                     
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