CHANGE STATEMENT AND ANNUAL GENERAL MEETING Cadiz Holdings Limited (Incorporated in the Republic of South Africa) Registration number 1997/007258/06 ISIN: ZAE000017661 JSE Share code: CDZ ("Cadiz”, "the company" or “the group”) CHANGE STATEMENT AND ANNUAL GENERAL MEETING Shareholders are advised that Cadiz' integrated annual report, containing the group's condensed annual financial statements for the year ended 31 March 2012, was posted to shareholders on 31 July 2012 and contains certain changes to the reviewed preliminary condensed financial results which were published on SENS on 4 June 2012. After the release of the group's reviewed preliminary condensed financial results on 4 June 2012, Cadiz Asset Management received notice regarding the reduction of a client mandate by R4.7 billion. This reduction was a result of an active asset management decision by the client, who remains invested with Cadiz Asset Management and with whom Cadiz continues to have a good working relationship. This is an adjusting post balance sheet event, and as such the estimates to test goodwill for impairment were updated. This resulted in a goodwill impairment loss of R38.7 million being recognised for the year ended 31 March 2012. Details relating to the estimates used to test goodwill for impairment are provided in the annual financial statements. The financial impact of the above post balance sheet event on the previously reported reviewed preliminary condensed results for 31 March 2012 is noted below: CONDENSED GROUP STATEMENT Audited Reviewed OF COMPREHENSIVE INCOME 12 months 12 months Difference 31-Mar-12 31-Mar-12 R '000 R '000 R '000 Continuing operations Gross operating revenue 180 547 180 547 - Interest income 13 353 13 353 - Net investment income 35 529 35 529 - Net income from investments 32 135 32 135 - Foreign exchange gains 3 394 3 394 - Income attributable to linked assets - - - Net fair value gains on linked financial instruments 252 369 252 369 - Linked liability adjustment (252 369) (252 369) - Fair value adjustment on third party mutual fund interests (6 827) (6 827) - Operating expenses (251 840) (213 098) (38 742) Operating (loss)/ profit (29 238) 9 504 (38 742) Finance costs (831) (831) - Share of loss of associate (5 746) (5 746) - (Loss)/ profit before taxation (35 815) 2 927 (38 742) Taxation (571) (571) - Total comprehensive (loss)/income from continuing operations (36 386) 2 356 (38 742) Discontinued operation Profit from discontinued operation 180 961 180 961 - Total comprehensive income 144 575 183 317 (38 742) (Loss)/earnings per share (cents) Basic –from continuing operations (15.8) 1.0 (16.8) -from discontinued operation 78.4 78.4 - 62.6 79.4 (16.8) Diluted –from continuing operations (15.5) 1.0 (16.5) -from discontinued operation 77.1 77.1 - 61.6 78.1 (16.5) Notes to the condensed statement of comprehensive income Reconciliation of headline earnings: Profit attributable to equity holders of the company 144 575 183 317 - Surplus on disposal of subsidiary (191 909) (191 909) - Taxation impact 10 495 10 495 - Goodwill impairment 38 742 - 38 742 Loss on disposal of plant and equipment 11 11 - Taxation impact (3) (3) - Headline earnings 1 911 1 911 - Headline earnings per share (cents) Basic 0.8 0.8 - Diluted 0.8 0.8 - Share information Issued number of shares ('000) 253 070 253 070 - Consolidated number of shares ('000) 232 751 232 751 - Weighted average number of shares ('000) 230 927 230 927 - Diluted weighted average number of shares ('000) 234 678 234 678 - CONDENSED GROUP STATEMENT Audited Reviewed Difference OF FINANCIAL POSITION 31-Mar-12 31-Mar-12 R '000 R '000 R '000 ASSETS Non-current assets 3 781 495 3 820 237 (38 742) Investment in associate 75 662 75 662 - Plant and equipment 4 476 4 476 - Intangible assets 236 011 274 753 (38 742) Deferred taxation 20 846 20 846 - Investments backing linked funds 3 337 733 3 337 733 - Financial assets 96 154 96 154 - Receivables and prepayments 10 613 10 613 - Current assets 481 230 481 230 - Financial assets 138 906 138 906 - Receivables and prepayments 57 157 57 157 - Taxation 8 333 8 333 - Cash and cash equivalents 276 834 276 834 - Total assets 4 262 725 4 301 467 (38 742) EQUITY Capital and reserves Ordinary share capital and premium 25 277 25 277 - Treasury shares (52 869) (52 869) - Share-based payment reserve 36 430 36 430 - Retained earnings 775 325 814 067 (38 742) Total equity 784 163 822 905 (38 742) LIABILITIES Non-current liabilities 3 351 810 3 351 810 - Deferred taxation 5 994 5 994 - Linked investment contract liabilities 3 337 733 3 337 733 - Trade and other payables 8 083 8 083 - Current liabilities 126 752 126 752 - Trade and other payables 74 811 74 811 - Third party financial liabilities arising on consolidation of mutual funds 46 333 46 333 - Taxation 5 608 5 608 - Total liabilities 3 478 562 3 478 562 - Total equity and liabilities 4 262 725 4 301 467 (38 742) Net asset value (cents per share) 337 354 (17) Net tangible asset value (cents per share) 229 229 - CONDENSED GROUP STATEMENT Audited Reviewed OF CASH FLOWS 12 months 12 months Difference 31-Mar-12 31-Mar-12 R '000 R '000 R „000 Cash flow from operating activities (44 528) (44 528) - Cash generated from operations 23 720 23 720 - Taxation paid (21 686) (21 686) - Dividends paid (46 562) (46 562) - Cash flow from investing activities 87 112 87 112 - Cash flow from financing activities 2 450 2 450 - Net change in cash and cash equivalents 45 034 45 034 - Effect of exchange rate adjustment 2 2 - Cash and cash equivalents at beginning of year 231 798 231 798 - Cash and cash equivalents at end of year 276 834 276 834 - CONDENSED GROUP STATEMENT Reviewed Reviewed OF CHANGES IN EQUITY 12 months 12 months Difference 31-Mar-12 31-Mar-12 R '000 R '000 R „000 Share capital, share premium and treasury shares Opening balance (48 792) (48 792) - Issue of shares 21 731 21 731 - Repurchase of A ordinary shares (19) (19) - Repurchase of B preference shares (50) (50) - Purchase of treasury shares (462) (462) - (27 592) (27 592) - Reserves Opening balance 732 492 732 492 - Net premium on issue of equity settled share appreciation rights 2 2 - Employee scheme - value of services provided (18 752) (18 752) - Total comprehensive income 144 575 183 317 (38 742) Dividends paid (46 562) (46 562) - 811 755 850 497 (38 742) Total equity 784 163 822 905 (38 742) CONDENSED GROUP SEGMENT REPORT Audited Asset Securities Investments 12 months to management and and Total 31-March-2012 structuring advisory R'000 Segment revenue 140 764 45 463 62 801 249 028 Segment costs 139 896 47 716 25 679 213 291 Segment profit 868 (2 253) 37 122 35 737 Corporate costs (26 906) Goodwill impairment (38 742) Profit before tax on discontinued operation (158) Share of loss of associate (5 746) Loss before taxation (35 815) Gross operating revenue (external) 139 096 44 492 29 278 212 866 Reviewed 12 months to Securities Investments 31-March-2012 Asset and and R'000 management structuring advisory Total Segment revenue 140 764 45 463 62 801 249 028 Segment costs 139 896 47 716 25 679 213 291 Segment profit 868 (2 253) 37 122 35 737 Corporate costs (26 906) Profit before tax on discontinued operation (158) Share of loss of associate (5 746) Profit before taxation 2 927 Gross operating revenue (external) 139 096 44 492 29 278 212 866 Difference R'000 Segment revenue - - - - Segment costs - - - - Segment profit - - - - Corporate costs - Goodwill impairment (38 742) Profit before tax on discontinued operation - Share of loss - of associate Profit before taxation (38 742) Gross operating revenue (external) - - - - PricewaterhouseCoopers Inc. audited the results and the annual financial statements of Cadiz and their unqaulified reports are available for inspection at the registered offices of the company. The integrated annual report and full set of annual financial statements are available online on the group's website www.cadiz.co.za. Annual general meeting Notice is hereby given that the annual general meeting of the company will be held at 11:00 on Monday, 3 September 2012, in the boardroom on the 4th Floor, The Terraces, 25 Protea Road, Claremont, Cape Town to transact the business as stated in the notice of the annual general meeting. Cape Town 31 July 2012 Sponsor: Investec Bank Limited Date: 31/07/2012 03:31:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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