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AFRIMAT LIMITED - Reviewed condensed provisional consolidated financial results for the year ended 28 February 2014

Release Date: 15/05/2014 07:05
Code(s): AFT     PDF:  
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Reviewed condensed provisional consolidated financial results for the year ended 28 February 2014

Afrimat Limited
('Afrimat' or 'the company' or 'the group')
(Incorporated in the Republic of South Africa)
(Registration number: 2006/022534/06)
Share code: AFT
ISIN code: ZAE000086302

Reviewed condensed provisional consolidated financial results
for the year ended 28 February 2014

www.afrimat.co.za

Delivering results through diversification

Highlights
Revenue up 42,1%
HEPS up 41,7% to 109 cents
Return on net operating assets 26,0%
Net cash from operating activities up 43,6%
NAV per share of 579 cents
Final dividend 28 cents per share
Net debt:equity ratio 15,5%
Acquired 79,6% of Infrasors
Strong balance sheet

COMMENTARY
BASIS OF PREPARATION
The reviewed condensed provisional consolidated financial results ('financial results') for the 
year ended 28 February 2014 ('year') have been prepared in accordance with the framework concepts, 
in accordance with and containing the information required by IAS 34: Interim Financial Reporting, 
the recognition and measurement requirements of International Financial Reporting Standards ('IFRS'), 
the SAICA financial reporting guides as issued by the Accounting Practices Committee and the South 
African Companies Act, No 71 of 2008, as amended, and comply with the JSE Listings Requirements. 
The accounting policies and method of computation applied in preparation of the financial statements 
are consistent with those applied in the audited annual financial statements for the year ended
28 February 2013, except for necessary changes to accounting policies, related to the adoption of 
IFRS 10, which includes a revised definition of control as well as IFRS 13, which includes a revised 
definition of fair value. There has been no material effect on the results of the group as a result 
of the adoption of new standards and amendments.

An extensive exercise to determine the impact of IFRIC 20 on the surface mines within the group was 
performed during the year. Based on the results thereof, it has been concluded that there is no impact 
on the current treatment of stripping costs. Therefore the benefits derived from stripping are for 
current production and not for access to production beyond a 12-month future period. The group does 
not have any predecessor stripping assets (stripping assets recognised prior to the effective date) 
and therefore the transitional adjustments of IFRIC 20 are not applicable.

The financial statements have been prepared under the supervision of the Financial Director, 
HP Verreynne BCompt(Hons) CA(SA).

INTRODUCTION
The group's continued strong performance ahead of the market reflects Afrimat's success in achieving 
its strategic objective of 'delivering results through diversification' and realising prior year 
initiatives in this regard, as well as the successful acquisition of a controlling stake in Infrasors 
Holdings Limited ('Infrasors').

FINANCIAL RESULTS
Revenue for the year increased by 42,1% to R1 901,2 million from R1 337,6 million. Headline earnings 
increased by 41,4%, translating into headline earnings per share of 109,0 cents (February 2013: 
76,9 cents). The results of Infrasors are included for the first time for the full year from 1 March 2013.

SEGMENTAL REPORTING CHANGE
Afrimat previously reported results across three segments. Going forward Afrimat will report results 
across twosegments namely:
- Mining & Aggregates - comprising Industrial Minerals, Aggregates and Contracting Services; and
- Concrete Based Products - comprising Concrete Products and Readymix.

The rationale for the change is that these two segments better reflect the business. Over the years 
the Readymix business has become an integral part of Concrete Products and its contribution to the 
group results is insignificant.

OPERATIONAL REVIEW
The Mining & Aggregates segment generated excellent profits in light of improved market conditions 
and the first-time inclusion of Infrasors in the full year results. Increased mining costs were 
incurred in the KwaZulu-Natal region to ensure long-term compliance with Department of Mineral 
Resources requirements. The group's industrial minerals operations performed strongly, with 
Infrasors' turnaround progressing as planned and yielding positive results.

All processing plants are fully operational and well-placed to supply market demand, which should 
assist in sustaining revenue going forward. Afrimat's flexible service delivery model supplemented 
by mobile equipment positions the group to take advantage of opportunities as and where they arise.

A major plant upgrade at the Glen Douglas dolomite mine was commissioned during the third quarter 
of the financial year, which successfully increased production output of high demand products. 
Further, a new quarry was commissioned close to Durbanville and is now fully operational. Various 
new initiatives implemented at Infrasors have resulted in improved production output and reduced costs.

The Concrete Based Products segment achieved a satisfactory increase in sales pricing. However a 
strike at the Gauteng operation, coupled with high cost increases, resulted in lower sales volumes 
and profits for the year.

BUSINESS EXPANSION AND ACQUISITIONS
New business development remains a key component of the group's growth strategy. The dedicated 
business development team continues to successfully identify and pursue opportunities in existing 
markets, as well as in areas where high growth is projected.

Acquisition: Infrasors
As announced on 8 February 2013, Afrimat acquired 50,7% of Infrasors' gross shares in issue with 
effect from 1 March 2013, strengthening its foothold in the industrial minerals sector and further 
expanding its geographical reach across South Africa. A further 28,9% was acquired during the year, 
resulting in a total shareholding in Infrasors of 79,6%. Treasury shares account for 12,0% while 
the minorities account for the remaining 8,4% of Infrasors' gross shares in issue.

B-BBEE
Existing BEE shareholders and Afrimat's black employees together hold, in aggregate, 26,01% of 
Afrimat's issued shares. Notwithstanding the fully empowered ownership platform in line with 
the Mining Charter requirements, the group remains dedicated to enhancing all aspects of B-BBEE 
on an ongoing basis.

DIVIDEND
A final dividend of 28,0 cents per share (2013: 20,0 cents) for the year was declared on 
14 May 2014. This is in line with the group's dividend policy of 2,75 times cover. The 
dividend payable to shareholders who are subject to dividend tax is 23,8 cents per share 
(2013: 17,0 cents per share).

The total dividend for the year (interim and final) amounts to 39,0 cents per share 
(2013: 28,0 cents per share).

PROSPECTS
The group is well positioned to capitalise on its strategic initiatives such as continued 
investment in industrial minerals through Glen Douglas, the Infrasors operations and 
Clinker Group.

Operational efficiency initiatives aimed at expanding volumes, reducing costs and developing the 
required skill levels of our employees will be a key focus in all operations. These programmes, 
supported by ongoing product diversification in attractive growth sectors such as industrial 
minerals and open cast mining, should see volumes continue to increase. Going forward the group 
is intensifying its focus on finding opportunities outside of South Africa.

Afrimat expects the current positive business climate to continue with moderate market growth 
projected. The group's growth will remain driven by the successful execution of its proven 
strategy that was embarked on over the last five years.

AUDITOR'S REVIEW
This report has been reviewed by the company's auditor, Mazars Inc. Their unmodified review 
opinion is available for inspection at the company's registered office. Their review was 
conducted in accordance with ISRE 2410 'Review of interim financial information performed 
by the independent auditor of the entity'.

The auditor's report does not necessarily report on all of the information contained in this 
report. 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 issuers registered office.

On behalf of the board

MW von Wielligh
Chairman

AJ van Heerden
Chief Executive Officer

15 May 2014

DIVIDEND DECLARATION
Notice is hereby given that a final gross dividend, No. 14 of 28,0 cents per share, in 
respect of the year ended 28 February 2014 was declared on Wednesday, 14 May 2014.

There are 143 262 412 shares in issue at announcement date. The total dividend payable is 
R40 113 475 (2013: R28 652 482).

The board has confirmed by resolution that the solvency and liquidity test as contemplated 
by the Companies Act, No. 71 of 2008 (as amended), has been duly considered, applied and 
satisfied. This is a dividend as defined in the Income Tax Act, 1962, and is payable from 
income reserves. The South African dividend tax rate is 15% and no STC credit is available 
to be utilised by shareholders. The dividend payable to shareholders who are subject to dividend
tax and shareholders who are exempt from dividend tax is 23,8 cents and 28,0 cents per share, 
respectively. The income tax number of the company is 9568738158.

Relevant dates to the final dividend are as follows:
Last day to trade cum dividend                Friday, 30 May 2014
Commence trading ex dividend                  Monday, 2 June 2014
Record date                                   Friday, 6 June 2014
Dividend payable                              Monday, 9 June 2014

Share certificates may not be dematerialised or rematerialised between Monday, 2 June 2014 and Friday, 
6 June 2014, both dates inclusive.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                                             Reviewed       Audited
                                                                                 2014          2013     Change
                                                                                R'000         R'000          %
Revenue                                                                     1 901 187     1 337 585       42,1
Cost of sales                                                              (1 440 138)   (1 023 138)
Gross profit                                                                  461 049       314 447       46,6
Operating expenses                                                           (230 092)     (158 955)
(Loss)/profit on disposal of plant and equipment                               (2 686)       (3 009)
Contribution from operations                                                  228 271       152 483       49,7
Other net gains/(losses) (note 1)                                               1 426            97
Impairment of intangible assets (note 2)                                            -        (4 746)
Operating profit                                                              229 697       147 834       55,4
Investment revenue                                                             16 187        10 811
Finance costs                                                                 (24 981)      (14 296)
Share of profit of associate                                                      173            68
Profit before taxation                                                        221 076       144 417       53,1
Taxation                                                                      (58 110)      (40 639)      43,0




Profit after taxation                                                         162 966       103 778       57,0
Profit attributable to:
Owners of the parent                                                          154 509       103 036
Non-controlling interests                                                       8 457           742
                                                                              162 966       103 778
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Net change in fair value of available-for-sale financial assets                 1 694            67
Realised gains on disposal of available-for-sale financial assets              (1 426)            -
Income taxation on other comprehensive income                                     (45)          (12)
Other comprehensive income for the year, net of taxation                          223            55
Total comprehensive income for the year                                       163 189       103 833       57,2
Total comprehensive income attributable to:
Owners of the parent                                                          154 732       103 091
Non-controlling interests                                                       8 457           742
                                                                              163 189       103 833
Shares in issue:
Total shares in issue                                                     143 262 412   143 262 412
Treasury shares                                                            (1 048 676)     (204 242)
Net shares in issue                                                       142 213 736   143 058 170
Weighted average number of net shares in issue                            142 620 285   142 867 266
Diluted weighted average number of shares                                 146 323 034   146 747 905
Earnings per share:
Earnings per ordinary share (cents)                                             108,3         72,1        50,2
Diluted earnings per ordinary share (cents)                                     105,6         70,2        50,4

RECONCILIATION OF HEADLINE EARNINGS
                                                                             Reviewed      Audited
                                                                                 2014          2013     Change
                                                                                R'000         R'000          %
Profit attributable to owners of the parent                                   154 509       103 036
Loss/(profit) on disposal of plant and equipment                                2 686         3 009
Realised gains on disposal of available-for-sale financial assets (note 1)     (1 426)          (97)
Impairment of intangible assets (note 2)                                            -         4 746
Total tax effects of adjustments                                                 (353)         (815)
                                                                              155 416       109 879       41,4
Headline earnings per ordinary share ('HEPS') (cents)                           109,0          76,9       41,7
Diluted HEPS (cents)                                                            106,2          74,9       41,8

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION                 
                                                                             Reviewed       Audited
                                                                                 2014          2013
                                                                                R'000         R'000
Assets                                                                 
Non-current assets                                                     
Property, plant and equipment                                                 662 306       503 615
Investment property                                                             3 040             -
Intangible assets                                                              21 407        21 698
Goodwill                                                                      134 494       132 707
Investment in associate                                                           201           77
Other financial assets (note 8)                                               134 223       115 398
Deferred tax                                                                    5 048         3 009
                                                                              960 719       776 504
Current assets                                                         
Inventories                                                                   112 965        89 490
Current tax receivable                                                          6 163         5 220
Trade and other receivables                                                   305 967       195 788
Other financial assets (note 8)                                                 1 275             -
Cash and cash equivalents                                                      92 328       134 261
                                                                              518 698       424 759
Total assets                                                                1 479 417     1 201 263
Equity and liabilities                                                 
Equity                                                                 
Stated capital                                                                323 176       347 661
Business combination adjustment                                              (105 788)     (105 788)
Treasury shares                                                               (10 692)       (1 491)
Net issued stated capital                                                     206 696       240 382
Other reserves                                                                  6 562         6 929
Retained income                                                               610 509       510 611
Attributable to equity holders of parent                                      823 767       757 922
Non-controlling interests                                                      14 196         3 931
Total equity                                                                  837 963       761 853
Liabilities                                                            
Non-current liabilities                                                
Borrowings long-term (note 6)                                                  94 606        58 678
Deferred tax                                                                   91 652        80 610
Provisions                                                                     55 860        33 725
                                                                              242 118       173 013
Current liabilities                                                    
Borrowings short-term (note 6)                                                 76 432        62 006
Current tax payable                                                             5 710         3 289
Trade and other payables                                                      265 743       151 983
Bank overdraft                                                                 51 451        49 119
                                                                              399 336       266 397
Total liabilities                                                             641 454       439 410
Total equity and liabilities                                                1 479 417     1 201 263
Note to the statement of financial position:                           
Net asset value per share (cents)                                                 579           530
Net tangible asset value per share (cents)                                        470           422
                                                                       
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                             Reviewed       Audited
                                                                                 2014          2013
                                                                                R'000         R'000
Cash flows from operating activities
Cash generated from operations                                                310 706       216 421
Interest revenue                                                               17 919        10 940
Dividends received                                                                 49            35
Finance costs                                                                 (23 406)      (12 853)
Taxation paid                                                                 (61 407)      (44 779)
Net cash from operating activities                                            243 861       169 764
Acquisition of property, plant and equipment                                 (121 326)      (82 934)
Proceeds on sale of property, plant and equipment                              16 894         7 345
Purchase of financial assets                                                   (4 795)      (31 858)
Proceeds on sale of financial asset                                            13 522            97
Acquisition of businesses (note 10)                                           (69 942)      (86 716)
Consideration paid for shares held in treasury by Infrasors                      (810)            -
Net cash outflow from investing activities                                   (166 457)     (194 066)
Repurchase of treasury shares                                                 (26 659)       (6 569)
Net movement in borrowings (note 6.2)                                         (50 361)       31 955
Dividends paid (note 3.2)                                                     (44 649)      (30 352)
Net cash outflow from financing activities                                   (121 669)       (4 966)
Net decrease in cash and cash equivalents and bank overdrafts                 (44 265)      (29 268)
Cash, cash equivalents and bank overdrafts at the beginning of the year        85 142       114 410
Cash, cash equivalents and bank overdrafts at the end of the year              40 877        85 142

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                                          Stated
                                                             and                Business
                                                           share      Share  combination   Treasury
                                                         capital    premium   adjustment     shares
                                                           R'000      R'000        R'000      R'000
Balance at 1 March 2012                                    1 435    352 150     (105 788)   (20 559)
Changes:
Conversion to no-par value shares                        352 150   (352 150)           -          -
Movements in non- controlling interests                        -          -            -          -
Share-based payments                                           -          -            -          -
Purchase of treasury shares                                    -          -            -     (6 569)
Settlement of employee Share Appreciation
Rights exercised and reserve transfer, 
net of taxation                                          (10 168)         -            -      5 050
Treasury shares used for acquisitions                      4 244          -            -     20 587
Profit for the year                                            -          -            -          -
Other comprehensive income for the year                        -          -            -          -
Net change in fair value of available-for-sale 
financial assets                                               -          -            -          -
Income taxation effect                                         -          -            -          -
Dividends paid (note 3.2)                                      -          -            -          -
Balance at 28 February 2013                              347 661          -     (105 788)    (1 491)
Changes:
Initial non-controlling interest acquired                      -          -            -          -
Additional non-controlling interest acquired                   -          -            -          -
Infrasors treasury shares sold to BEE investor                 -          -            -          -
Increase in effective shareholding in Infrasors due to:
- Retrieval of shares from Infrasors Empowerment Trust         -          -            -          -
- Increase in shares held in treasury by Infrasors             -          -            -          -
Share-based payments                                           -          -            -          -
Purchase of treasury shares                                    -          -            -    (26 659)
Settlement of employee Share Appreciation
Rights exercised and reserve transfer, net of taxation   (24 879)         -            -     15 522
Treasury shares sold to BEE investor, net of taxation        394          -            -      1 936
Profit for the year                                            -          -            -          -
Other comprehensive income for the year                        -          -            -          -
Net change in fair value of available-for-sale 
financial assets                                               -          -            -          -
Income taxation effect                                         -          -            -          -
Dividends paid (note 3.2)                                      -          -            -          -
Balance at 28 February 2014                              323 176          -     (105 788)   (10 692)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                                                                    Non-
                                                           Other   Retained  controlling      Total
                                                        reserves     income    interests     equity
                                                           R'000      R'000        R'000      R'000
Balance at 1 March 2012                                    5 495    435 564        3 609    671 906
Changes:
Conversion to no-par value shares                              -          -            -          -
Movements in non- controlling interests                        -          -          (32)       (32)
Share-based payments                                       3 354          -            -      3 354
Purchase of treasury shares                                    -          -            -     (6 569)
Settlement of employee Share Appreciation
Rights exercised and reserve transfer, net of taxation    (1 975)     1 975            -     (5 118)
Treasury shares used for acquisitions                          -          -            -     24 831
Profit for the year                                            -    103 036          742    103 778
Other comprehensive income for the year                       55          -            -         55
Net change in fair value of available-for-sale 
financial assets                                              67          -            -         67
Income taxation effect                                       (12)         -            -        (12)
Dividends paid (note 3.2)                                      -    (29 964)        (388)   (30 352)
Balance at 28 February 2013                                6 929    510 611        3 931    761 853
Changes:
Initial non-controlling interest acquired                      -          -       31 743     31 743
Additional non-controlling interest acquired                   -    (25 986)     (22 009)   (47 995)
Infrasors treasury shares sold to BEE investor                 -      2 812        1 978      4 790
Increase in effective shareholding in Infrasors due to:
- Retrieval of shares from Infrasors Empowerment Trust         -      9 010       (9 010)         -
- Increase in shares held in treasury by Infrasors             -       (469)        (341)      (810)
Share-based payments                                       3 528          -            -      3 528
Purchase of treasury shares                                    -          -            -    (26 659)
Settlement of employee Share Appreciation
Rights exercised and reserve transfer, net of taxation    (4 118)     4 118            -     (9 357)
Treasury shares sold to BEE investor, net of taxation          -          -            -      2 330
Profit for the year                                            -    154 509        8 457    162 966
Other comprehensive income for the year                      223          -            -        223
Net change in fair value of available-for-sale 
financial assets                                             268          -            -        268
Income taxation effect                                       (45)         -            -        (45)
Dividends paid (note 3.2)                                      -    (44 096)        (553)   (44 649)
Balance at 28 February 2014                                6 562    610 509       14 196    837 963

CONDENSED CONSOLIDATED SEGMENT REPORT
                                                           Split      Reviewed    Split     Audited
                                                            2014          2014     2013        2013
                                                               %         R'000        %       R'000
Revenue                                                             
External sales                                                      
Mining & Aggregates                                           71     1 346 029       63     846 388
Concrete Based Products                                       29       555 158       37     491 197
                                                             100     1 901 187      100   1 337 585
Intersegment sales                                                  
Mining & Aggregates                                           89        73 898       86      67 821
Concrete Based Products                                       11         9 528       14      11 023
                                                             100        83 426      100      78 844
Total revenue                                                       
Mining & Aggregates                                           72     1 419 927       65     914 209
Concrete Based Products                                       28       564 686       35     502 220
                                                             100     1 984 613      100   1 416 429
Contribution from operations                                        
Mining & Aggregates                                           86       195 235       78     117 480
Concrete Based Products                                       13        30 409       24      37 291
Other                                                          1         2 627       (2)     (2 288)
                                                             100       228 271      100     152 483
Contribution from operations margins on                             
external revenue(%)                                                 
Mining & Aggregates                                                       14,5                 13,9
Concrete Based Products                                                    5,5                  7,6
                                                                          12,0                 11,4
Other information                                                   
Assets                                                              
Mining & Aggregates                                                    887 806              615 211
Concrete Based Products                                                207 104              187 977
Other                                                                  384 507              398 075
                                                                     1 479 417            1 201 263
Liabilities                                                         
Mining & Aggregates                                                    335 908              168 720
Concrete Based Products                                                 64 409               54 819
Other                                                                  241 137              215 871
                                                                       641 454              439 410

Notes
                                                                                 2014          2013
                                                                                R'000         R'000
1.  Other net gains/(losses)
    Profit on disposal of available-for-sale financial assets                   1 426            97
2.  Impairment of intangible assets
    Impairment of intangible assets                                                 -         4 746
    A portion of the goodwill of Afrimat Aggregates Trading (Pty) 
    Limited was impaired during the previous year due to declining 
    reserves and resources.
3.  Dividends
3.1 Afrimat Limited dividends paid/declared in respect of the 
    current year profits
    Interim dividend paid                                                      15 759        11 461
    Final dividend declared/paid                                               40 113        28 652
                                                                               55 872        40 113
3.2 Dividends cash flow
    Current year interim dividend paid                                         15 759        11 461
    Previous year final dividend paid                                          28 652        18 624
    Dividends received on treasury shares                                        (315)         (121)
                                                                               44 096        29 964
    Dividends paid by subsidiaries to non-controlling shareholders                553           388
                                                                               44 649        30 352
4.  Capital commitments
    Approved capital expenditure to be funded from surplus cash and
    bank financing                                                            153 815       112 779
5.  Depreciation                                                               93 920        55 450
6.  Borrowings
6.1 Net movement
    Opening balance                                                           120 684        81 590
    New borrowings                                                             51 996        94 854
    Acquired through acquisitions                                             100 715         7 139
    Repayments                                                               (102 357)      (62 899)
    Closing balance                                                           171 038       120 684
6.2 Analysis as per statement of cash flows
    New borrowings                                                             51 996        94 854
    Repayments                                                               (102 357)      (62 899)
                                                                              (50 361)       31 955
    Borrowings acquired through acquisitions reflect the Infrasors 
    debt owing to ABSA Bank Limited and Industrial Development 
    Corporation of South Africa Limited.
6.3 Net borrowings
    Debt/overdraft less cash                                                  130 161        35 542
    Debt/overdraft less cash: equity                                            15,5%          4,7%
7.  Assets and liabilities
    Statement of financial position was impacted by the acquisition 
    of Infrasors. In respect of trade and other payables the 
    standardisation of payment terms throughout the group during 
    the second half of the year also contributed to the year-on-year 
    increase.
8.  Other financial assets
    Funding provided to Afrimat employees (BEE share purchase scheme)         103 926       101 656
    Rehabilitation fund trusts and other                                       31 572        13 742
                                                                              135 498       115 398
    Non-current other financial assets                                        134 223       115 398
    Current other financial assets                                              1 275             -
                                                                              135 498       115 398

                                                                                   Number of shares
                                                                                 2014          2013
9.  Movement in number of treasury shares                                     
    Opening balance                                                           204 242     6 145 174
    Utilised for acquisition of Clinker Group                                       -    (5 932 306)
    Utilised for share appreciation rights scheme                          (1 774 144)   (1 116 963)
    Sold to BEE investor                                                     (190 000)            -
    Purchased during the year                                               2 808 578     1 108 337
    Closing balance                                                         1 048 676       204 242
10. Business acquisitions
    The company acquired 94 171 108 Infrasors shares, representing 50,7% of Infrasors' gross 
    shares in issue, from Hanchurch Asset Managers and certain retiring management of Infrasors, 
    with effect from 1 March 2013 for cash of R33 million (35 cents per share).

    As a result of Afrimat's holding in Infrasors surpassing 35% of the issued ordinary share 
    capital of Infrasors, Afrimat is required, in terms of section 123 of the Companies Act, 
    No. 71 of 2008, as amended, to extend a mandatory offer to the remaining Infrasors ordinary 
    shareholders. As announced on SENS on 4 March 2013 and 7 June 2013, unconditional mandatory 
    offers were made to the minority shareholders of Infrasors for Afrimat to purchase Infrasors 
    ordinary shares held by them at 35 cents and 65 cents per ordinary share respectively. As a 
    result of the above mentioned mandatory offers, the company acquired a further 8 219 715
    Infrasors ordinary shares.
    
    Afrimat also acquired 9 928 927 ordinary shares on the open market at prices ranging from 
    35 cents and 100 cents per ordinary share.
    
    Afrimat made an offer on 16 January 2014 to RE: CM Calibre to acquire 35 445 839 Infrasors 
    ordinary shares at 100 cents per ordinary share and the transaction was concluded on 
    20 January 2014.
    
    The 24 325 348 Infrasors ordinary shares held by the Infrasors Empowerment Trust ('Trust') 
    were provided as security for the loan agreements between Infrasors and Hanchurch in order 
    to facilitate a B-BBEE transaction. Hanchurch subordinated its loan in favour of Infrasors 
    following a large drop in the market value of the Infrasors ordinary shares held by the Trust. 
    Given the extent of exposure relative to the value of the underlying securities, and the 
    inability to obtain restitution through any other means, Infrasors has decided as a last 
    resort to exercise its rights according to the loan agreement and the subordination agreement. 
    On 7 October 2013 Hanchurch agreed to cancel the loan to the borrower and agreed that Infrasors 
    may re-possess and cancel the portion of the ordinary shares held in pledge by Hanchurch. 
    (Refer to Infrasors SENS announcement dated 18 March 2014.) These ordinary shares are held 
    by Infrasors as treasury shares.
    
    In total Afrimat now holds 79,6%, treasury shares account for 12,0% while the minorities 
    account for the remaining 8,4% of the total issued Infrasors ordinary shares.
    
    Amounts included in the group results are as follows:
                                                                               Infrasors
                                                                 Infrasors  - Additional
                                                                 - Initial        shares  Infrasors
                                                               acquisition      acquired    - Total
                                                                     R'000         R'000      R'000
    Carrying amount/fair value of net assets
    Plant and equipment                                            150 866             -    150 866
    Intangible assets                                                2 690             -      2 690
    Trade and other receivables                                     38 593             -     38 593
    Cash                                                            11 156             -     11 156
    Inventories                                                     16 859             -     16 859
    Other assets                                                    24 693             -     24 693
    Assets                                                         244 857             -    244 857
    Deferred tax                                                    12 909             -     12 909
    Borrowings                                                     100 715             -    100 715
    Trade and other payables                                        40 693             -     40 693
    Provisions                                                      26 747             -     26 747
    Current tax payable                                                734             -        734
    Liabilities                                                    181 798             -    181 798
    Non-controlling interest within Infrasors                        1 365             -      1 365
    Additional non-controlling interest acquired                    30 378       (22 009)     8 369
    Premium paid on additional shares acquired in subsidiary
    after initial acquisition                                            -       (25 986)   (25 986)
    Net assets                                                      31 316        47 995     79 311
    Goodwill                                                         1 787             -      1 787
    Purchase consideration settled in cash                          33 103        47 995     81 098
    Revenue included in results                                          -             -    320 920
    Profit after tax included in results
    Reported by Infrasors                                                -             -      4 907
    Reversal of depreciation and impairments by Afrimat on
    consolidated pre-acquisition adjustments                             -             -     12 820
                                                                         -             -     17 727
    Gross trade and other receivables before provision 
    for impairment                                                  39 208             -     39 208
    Acquisition costs included in Afrimat's operating expenses         923             -        923
    Net cash outflow from acquisition of business
    Purchase consideration settled in cash                          33 103        47 995     81 098
    Cash acquired                                                  (11 156)            -    (11 156)
                                                                    21 947        47 995     69 942

    Goodwill recorded with the above Infrasors acquisition is primarily attributable to the 
    profit generating ability of the business.

11. Events after reporting date
    No material events occurred between the reporting date and the date of this announcement.

12. Contingencies
    Guarantees to the value of R24,3 million by Lombards Insurance Group, R0,6 million by 
    ABSA Bank Limited and R2,7 million by SIG Guarantee Acceptances (Pty) Limited to Eskom 
    and the Department of Mineral Resources were acquired as part of the Infrasors acquisition.
    
    Additional guarantees to the value of R17,5 million by The Standard Bank of South Africa 
    Limited, R3,7 million by FirstRand Bank Limited, R0,2 million by ABSA Bank Limited and 
    R0,9 million by Lombards Insurance Group were supplied to Eskom and the Department of 
    Mineral Resources, respectively during the year under review.
    
    On 25 June 2013 SARS issued an adjusted income tax assessment claiming R9,7 million 
    additional tax, R7,3 million penalties and R2,4 million interest, relating to the activities 
    of a subsidiary of Infrasors for the tax years 2010, 2011 and 2012 based on the premise that 
    the company is not a mining entity. The company has submitted an objection to SARS and is 
    of the opinion that the activities are of a mining nature.

13. Funding
    ABSA Bank Limited has agreed to continue with the current Infrasors funding arrangements 
    for a further 36-month period from 1 March 2014.




Directors
MW von Wielligh*^ (Chairman)
AJ van Heerden (CEO)
HP Verreynne (Financial Director)
GJ Coffee
L Dotwana*
F du Toit*
PRE Tsukudu*^
HJE van Wyk*^
* Non-executive director
^ Independent

Registered office
Tyger Valley Office Park No. 2, Corner Willie van Schoor Avenue and Old Oak Road, 
Tyger Valley, 7530 (PO Box 5278, Tyger Valley, 7536)

Sponsor
Bridge Capital Advisors (Pty) Limited, 27 Fricker Road
Illovo, 2196 (PO Box 651010, Benmore, 2010)

Auditor
Mazars Inc., Mazars House, Rialto Road, Grand Moorings Precinct Century City, 7441
(PO Box 134, Century City, 7446)

Transfer secretaries
Computershare Investor Services (Pty) Limited 70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)

Company secretary
M Swart, Tyger Valley Office Park No. 2, Corner Willie van Schoor Avenue and Old Oak Road, 
Tyger Valley, 7530 (PO Box 5278, Tyger Valley, 7536)





Date: 15/05/2014 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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