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ANDULELA INVESTMENT HOLDINGS LTD - Change statement and notice of general meeting

Release Date: 30/06/2014 09:26
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Change statement and notice of general meeting

ANDULELA INVESTMENT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1950/037061/06)
JSE share code: AND      ISIN: ZAE000172870
(“Andulela” or “the Company”)


CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING

Shareholders are advised that Andulela’s integrated annual report, incorporating the audited annual financial statements
for the year ended 31 December 2013, was dispatched to shareholders today, Monday, 30 June 2014.

The integrated annual report contains a notice of annual general meeting for shareholders of the Company, which
annual general meeting will be held at 11h00 on Wednesday, 13 August 2014, in the Auditorium, Abalengani Office
Block, 108 4th Street, Parkmore, Sandton.

The Company’s integrated annual report contains immaterial changes to certain information contained in the reviewed
provisional condensed consolidated financial results for the year ended 31 December 2013 (the “financial results”),
which financial results were announced on SENS on 31 March 2014. The changes are as detailed below and do not have
any impact on Andulela’s earnings per share, headline earnings per share or net asset value per share.

In April 2012 Pro Roof Steel Merchants (VRN) Proprietary Limited (“PRSM (VRN)”) entered into an agreement with
Thunder Rate Investments Proprietary Limited (“TRI”) in terms of which the latter would finance the acquisition of
plant and equipment by PRSM (VRN) on loan. The loan is interest free and repayable on demand. TRI entered into an
agreement with PRSM (VRN) in March 2013 in terms of which it assumed debt owing to PRSM (VRN) by a related
party, which debt bears interest at the prime overdraft rate and became payable by 20 December 2013. As the
outstanding balance was not settled in terms of the agreement, automatic set-off of the amount payable by TRI to PRSM
(VRN) against the amount owed by PRSM (VRN) to TRI came into effect by operation of law.

As a consequence the amount owed by TRI to PRSM (VRN) was not settled separately from the loan from TRI to
PRSM (VRN). The effect of the set-off is as follows:
                                                                                                      2013
                                                                                                     R’000
Loan owed by PRSM (VRN) to TRI                                                                       44 480
Account receivable owed by TRI to PRSM (VRN)                                                       (15 359)
Net amount owed by PRSM (VRN) to TRI and reflected in borrowings                                     29 121

The amended condensed consolidated statements of financial position are set out below:

Statement of financial position as at 31 December

                                                                                               Reviewed and published
                                                          Restated for the twelve months         for the twelve months
                                                                ended 31 December 2013        ended 31 December 2013
                                                                                   R’000                         R’000

Assets
Non-current assets                                                                 759 127                      759 127
Property, plant and equipment                                                      318 301                      318 301
Goodwill                                                                           418 679                      418 679
Deferred tax asset                                                                  22 147                       22 147
Current assets                                                                     256 732                      272 090
Inventories                                                                         69 689                       69 689
Trade and other receivables         N                                              147 828                      163 186
Taxation                                                                             3 510                        3 510
Cash and cash equivalents                                                           35 705                       35 705

Total assets                                                                     1 015 859                    1 031 217
                                                                      

                                                                        Reviewed and published
                                      Restated for the twelve months     for the twelve months
                                             ended 31 December 2013     ended 31 December 2013
                                                              R’000                      R’000
Equity and liabilities

Capital and reserves                                         454 051                   454 051
Stated capital                                               976 114                   976 114
Revaluation reserve                                            4 638                     4 638
Cash flow hedge reserve                                     (65 579)                  (65 579)
Accumulated loss                                           (523 273)                 (523 273)
Non-controlling interest                                     62 151                     62 151
Liabilities
Non-current liabilities                                     277 297                    277 297
Redeemable preference share capital                          18 361                     18 361
Derivative financial liabilities                             92 554                     92 554
Borrowings                                                  111 650                    111 650
Lease straightlining accrual                                 14 580                     14 580
Deferred tax liability                                       40 152                     40 152
Current liabilities                                         284 511                    299 869
Taxation                                                      6 836                      6 836
Trade and other payables                                     62 413                     62 413
Redeemable preference share capital                          15 000                     15 000
Derivative financial liabilities                             16 408                     16 408
Borrowings                                         N        183 854                    199 212

Total equity and liabilities                              1 015 859                  1 031 217


30 June 2014


Sponsor
Java Capital

Date: 30/06/2014 09:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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