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BEIGE HOLDINGS LIMITED - Reviewed consolidated results for the year ended 30 June 2014

Release Date: 31/10/2014 16:05
Code(s): BEG     PDF:  
Wrap Text
Reviewed consolidated results for the year ended 30 June 2014

Beige Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No: 1997/006871/06)
Share code: BEG ISIN code: ZAE000034161
 ("Beige" or "the Company" or “ the Group”)

REVIEWED PROVISIONAL CONSOLIDATED RESULTS FOR THE YEAR ENDED 30 JUNE 2014

Provisional Condensed Consolidated Statement of Financial Position as at 30 June 2014

                                                                      Reviewed           Audited
                                                                     12 months         12 months
                                                                  30 June 2014      30 June 2013
                                                                         R’000             R’000
ASSETS

Non-current assets                                                     202 498           215 802
Property, plant and equipment                                          172 408           160 990
Intangible assets                                                       17 423            32 945
Investment in joint venture                                             12 507            11 672
Other receivables                                                          160               160
Deferred income tax assets                                                   -            10 035

Current assets                                                         195 962           185 582
Inventories                                                             78 205            66 173
Trade and other receivables                                            101 166           116 505
Cash and cash equivalents                                               16 591             2 904

Total assets                                                           398 460           401 384

EQUITY AND LIABILITIES
Equity attributable to equity holders of the company                     4 392            88 581
Ordinary share capital                                                  15 442            15 442
Ordinary share premium                                                 179 898           179 898
Other reserves                                                          10 622            11 775
Accumulated loss                                                      (201 570)         (118 534)

Non-controlling interest                                                 1 953             1 282

Total equity                                                             6 345            89 863

Liabilities
Non-current liabilities                                                 71 753          111 011
Borrowings                                                              69 722           67 060
Holding company loan                                                         -           18 933
Preference share loan                                                        -           24 363
Deferred income tax liabilities                                          2 031              655

Current liabilities                                                    320 362          200 510
Trade and other payables                                               190 864          145 176
Current portion of long-term borrowings                                 16 326           16 250
Current income tax liabilities                                           1 198              518
Preference share loan                                                   24 363                -
Bank overdrafts                                                         51 748           38 566
Holding company loan                                                    35 863                -

Total liabilities                                                      392 115           311 521

Total equity and liabilities                                           398 460           401 384
Weighted Average number of Ordinary shares (000’s)
In issue                                                             1 544 197         1 544 197
Net asset value per share information (net of non-controlling
interest)
Net asset value per share (cents)                                         0.29              5.74
Net tangible asset value per share (cents)                               (0.84)             3.60


Provisional Condensed Consolidated Statement of Comprehensive Income for the year ended 30
June 2014
                                                                    Reviewed            Audited
                                                                    12 months         12 months
                                                                 30 June 2014      30 June 2013
                                                                        R’000             R’000
Revenue                                                               620 454           694 689
Cost of sales                                                        (572 462)         (641 621)
Gross profit                                                           47 992            53 068
Distribution costs                                                     (8 706)          (16 067)
Administrative expenses                                               (76 456)          (85 464)
Operating loss before impairment                                      (37 170)          (48 463)
Impairment charge                                                     (15 521)          (37 568)
Operating loss                                                        (52 691)          (86 031)
Finance income                                                          1 049               937
Finance costs                                                         (21 509)          (15 191)
Loss after net financing costs                                        (73 151)         (100 285)
Share of profit of joint venture                                        1 658             1 445
Loss before income tax                                                (71 493)          (98 840)
Income tax expense                                                    (12 025)             (714)
Loss for the year                                                     (83 518)          (99 554)
Other comprehensive income:
Other comprehensive income for the year net of tax                          -                 -
Total comprehensive loss for the year                                 (83 518)          (99 554)

Total comprehensive loss attributable to:
Equity holders of the company                                         (84 189)          (99 133)
Non-controlling interest                                                  671              (421)
                                                                      (83 518)          (99 554)

Loss for the year                                                     (83 518)          (99 554)
Non-controlling interest                                                 (671)              421
Loss for the year/period attributable to equity holders of the
company                                                               (84 189)          (99 133)

Headline earnings adjustments:
Total comprehensive loss for the year attributable to equity holders of
the company                                                           (84 189)          (99 133)

Adjustments:     
Profit on sale and leaseback of property net of tax                       (18)              (18)
Impairment of fixed assets                                                316            15 147
Impairment of intangible asset                                         15 521            22 421
Headline earnings for the year attributable to equity holders of
the company                                                           (68 370)          (61 583)

Ordinary shares (000’s):
Weighted average shares in issue (Note 1)                           1 544 197         1 544 197
Diluted (Note 2)                                                    1 544 197         1 544 197
Earnings per share information
Earnings per share (cents)                                             (5.45)             (6.42)
Headline earnings per share (cents)                                    (4.43)             (3.99)
Diluted earnings per share (cents)                                     (5.45)             (6.42)
Diluted headline earnings per share (cents)                            (4.43)             (3.99)

Notes:
1. 87 624 017 (June 2013: 87 624 017) shares held as treasury stock have been subtracted from the
   respective share totals for purposes of calculating earnings per share information.

2. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares
   outstanding to assume conversion of all dilutive potential ordinary shares. The company has one
   category of dilutive potential ordinary shares: convertible preference shares. Diluted earnings, and the
   weighted average number of ordinary shares for June 2014 and June 2013, have however not been
   adjusted in this regard as the effect of the convertible preference share conversion is antidilutive, even
   though the ruling share price at 30 June 2014 and June 2013 is equal to the strike price. Potential
   ordinary shares are antidilutive when their conversion to ordinary shares would increase earnings per
   share or decrease loss per share from continuing operations. The calculation of diluted earnings per
   share does not assume conversion, exercise, or other issue of potential ordinary shares that would have
   an antidilutive effect on earnings per share.


Provisional Condensed Consolidated Statement of Cash Flows for the year ended 30 June 2014
                                                             Reviewed                  Audited
                                                            12 months                12 months
                                                         30 June 2014             30 June 2013
                                                                R’000                    R’000
 Cash flows from operating activities:
 Net cash generated from operating activities                  13 550                  (19 805)
 Cash flows from investing activities:
 Net cash used in investing activities                        (14 252)                 (23 335)
 Cash flows from financing activities:
 Net cash generated from financing activities                   1 207                   35 889
 Net decrease in bank overdrafts including
 cash and cash equivalents                                        505                   (7 251)
 Bank overdrafts including cash and cash
 equivalents at the beginning of the year/period              (35 662)                 (28 411)
 Bank overdrafts including cash and cash
 equivalents at the end of the year/period                    (35 157)                 (35 662)

Provisional Condensed Consolidated Statement of Changes in Equity for the year ended 30 June
2014


                                                                                       Share
                                     Ordinary   Ordinary   Ordinary                    based      Total
                                        share   treasury      Share   Revaluation    payment      other
                                      capital     shares    premium       reserve    reserve   reserves
                                        R’000      R’000      R’000         R’000      R’000      R’000
Group
Balance at 30 June 2012                16 319      (877)    179 898        10 948      1 979     12 927
Comprehensive income:

Loss for the period                         -          -          -             -          -          -
Total comprehensive income for
the period                                  -          -          -             -          -          -
Realisation of revaluation reserve          -          -          -        (1 152)         -     (1 152)
Total contributions by and
distributions to owners of the
company, recognised directly in
equity                                      -          -          -        (1 152)         -     (1 152)
Other comprehensive income:

Other comprehensive income for the
period                                      -          -          -             -          -          -

Balance at 30 June 2013                16 319       (877)   179 898         9 796      1 979     11 775
Comprehensive income:

Loss for the year                           -          -          -             -          -          -
Total comprehensive income                  -          -          -             -          -          -
Realisation of revaluation reserve          -          -          -        (1 153)         -     (1 153)
Total contributions by and
distributions to owners of the
company, recognised directly in
equity                                      -          -          -        (1 153)         -     (1 153)
Other comprehensive income:                 -          -          -             -          -          -
Other comprehensive income for the
year                                        -          -          -             -          -          -
Balance as at 30 June 2014             16 319       (877)   179 898         8 643      1 979     10 622

Provisional Condensed Consolidated Statement of Changes in Equity for the year ended 30 June 2014 cont…



                                                                      Non-
                                     Accumulated               controlling
                                            loss      Total       interest   Total equity
                                           R’000      R’000          R’000          R’000
Group
Balance at 30 June 2012                  (20 553)   187 714          1 703        189 417
Comprehensive income:

Loss for the period                      (99 133)   (99 133)          (421)       (99 554)
Total comprehensive income               (99 133)   (99 133)          (421)       (99 554)
Realisation of revaluation reserve         1 152          -              -              -
Total contributions by and
distributions to owners of the
company, recognised directly in
equity                                     1 152          -              -              -
Other comprehensive income:

Other comprehensive income for the
period                                         -          -              -              -
Balance at 30 June 2013                 (118 534)    88 581          1 282         89 863
Comprehensive income:

Loss for the year                        (84 189)   (84 189)           671        (83 518)
Total comprehensive income               (84 189)   (84 189)           671        (83 518)
Realisation of revaluation reserve         1 153          -              -              -
Total contributions by and
distributions to owners of the
company, recognised directly in
equity                                     1 153          -              -              -
Other comprehensive income:


Other comprehensive income for
the year                                       -          -              -              -
Balance as at 30 June 2014              (201 570)     4 392          1 953          6 345

Provisional Condensed
Consolidated Segmental
Analysis for the year ended 30                Outsource                     Holding
June 2014                                 manufacturing      Packaging      Company          Group
                                                  R’000          R’000        R’000          R’000
Total segment revenue
- reviewed as at 30 June 2014                   579 650         49 396           --        629 047
- audited as at 30 June 2013                    657 395         75 974           --        733 369
Inter-segment revenue1
- reviewed as at 30 June 2014                        --         (8 592)          --         (8 592)
- audited as at 30 June 2013                    (30 270)        (8 410)          --        (38 680)
Revenue from external
customers
- reviewed as at 30 June 2014                   579 650         40 804           --        620 454
- audited as at 30 June 2013                    627 125         67 564           --        694 689
Operating profit/(loss) before
impairments
- reviewed as at 30 June 2014                   (12 711)       (16 360)      (8 099)       (37 170)
- audited as at 30 June 2013                    (16 615)       (25 698)      (6 150)       (48 463)

Goodwill impairment
- reviewed as at 30 June 2014                   (15 521)            --           --        (15 521)
- audited as at 30 June 2013                    (22 421)            --           --        (22 421)
Impairment of fixed assets
- reviewed as at 30 June 2014                        --             --           --             --
- audited as at 30 June 2013                         --        (15 147)          --        (15 147)
Operating profit/(loss)
- reviewed as at 30 June 2014                   (28 232)       (16 360)      (8 099)       (52 691)
- audited as at 30 June 2013                    (39 036)       (40 845)      (6 150)       (86 031)
Net finance costs
- reviewed as at 30 June 2014                   (15 255)        (2 714)      (2 491)       (20 460)
- audited as at 30 June 2013                     (7 800)        (1 266)      (5 187)       (14 254)
Profit/(loss) before tax and
share of profit of joint venture
- reviewed as at 30 June 2014                   (43 487)       (19 074)     (10 590)       (73 151)
- audited as at 30 June 2013                    (46 838)       (42 111)     (11 336)      (100 285)
Total assets
- reviewed as at 30 June 2014                   329 530         54 161       14 769         398 460
- audited as at 30 June 2013                    336 662         52 737       11 985         401 384
Total liabilities
- reviewed as at 30 June 2014                   241 106         28 653      122 356         392 115
- audited as at 30 June 2013                    203 561         27 966       79 994         311 521
1
Includes intra-segment revenue.

Additional information
                                                               Reviewed                    Audited
                                                             Year ended                 Year ended
                                                           30 June 2014               30 June 2013
                                                                  R’000                      R’000
Capital Commitments                                              14 905                          -
Depreciation of property, plant and equipment                    18 730                     16 532
Purchase of property, plant and equipment                        16 078                     20 994
Impairment of fixed assets                                          316                     15 147
Impairment of goodwill                                           15 521                     22 421
Operating lease commitments                                      93 386                     83 638

COMMENTARY
The directors of Beige present the reviewed provisional results for the year ended 30 June 2014. These
results show the consolidated position of Beige compared to the audited results for the year ended 30 June
2013.

    1. Nature of business
       The Beige Group primarily operates as a contract and packaging manufacturer, manufacturing and
       distributing cosmetics, soaps, laundry soaps, packaging, pharmaceutical and nutraceutical and
       allied products on behalf of brand owners for both the local and international home and personal
       care industry. The Group is the largest fully empowered contract manufacturer in the South African
       home and personal care industry.

   2.   Listing information
        Beige is listed on the Alternative Exchange (“AltX”) of the Johannesburg Stock Exchange (“the
        JSE”) under the share code: BEG and ISIN number is ZAE 000034161.

        The Company has unlisted cumulative, non-participating, convertible, redeemable preference
        shares in issue, which preference shares are held by the holding company. The terms of the
        preference shares provide that the preference shares may be converted to ordinary shares on a
        date not less than three years and one day after the issue date and should a holder not elect to
        convert all or part of the preference shares into ordinary shares, then the Company shall be obliged
        to redeem them. The preference shares were issued on 16 May 2011 and were open to conversion
        at the election of the holder from 18 May 2014. The sole preference shareholder elected not to
        convert the preference shares and the Company is accordingly obliged to redeem them. Given the
        financial position of the Company, it has not as yet redeemed the preference shares and, it is
        accordingly obliged to pay interest on the redemption price at prime plus 8% until the preference
        shares are redeemed. It is the intention of the Company to proceed with a claw-back offer and
        utilise the proceeds to redeem the preference shares.

    3. Basis of preparation
       The provisional condensed consolidated financial statements contained in the provisional report
       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 International Financial Reporting
       Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting
       Practices Committee and to also, as a minimum, contain the information required by IAS 34 Interim
       Financial Reporting. The principal accounting policies used in the preparation of the results for the
       year ended 30 June 2014 are consistent with those applied for the year ended 30 June 2013.
       During the period, the Group adopted all the IFRS and interpretations being effective and deemed
       applicable to the Group. None of these had a material impact on the results of the Group.

       The results were prepared under the supervision of the Group?s Financial Director, Mr Jithan
       Bridgmohan.

    4. Reviewed results
       PricewaterhouseCoopers Inc, the Group?s independent auditors, have reviewed the condensed
       consolidated financial information for the year ended 30 June 2014, that comprise the condensed
       consolidated statement of financial position at 30 June 2014, the condensed consolidated statement
       of comprehensive income, the condensed consolidated statement of changes in equity, and the
       condensed consolidated statement of cash flows for the period then ended, and the notes thereto
       comprising the segmental report, additional information, and contingent liabilities and have
       expressed an unqualified and unmodified review conclusion on these provisional condensed
       consolidated financial statements. A copy of the review opinion is available for inspection at the
       company's registered office. Any reference to future financial performance included in this
       announcement, has not been reviewed or reported on by the Company's auditors.

        On the Group's compliance with laws and regulations the auditors reported to the Independent
        Regulatory Board for Auditors on 17 October 2014 , in terms of section 45(1) of the Auditing
        Professions Act, 2005 (No.26 of 2005) the following matter which constitute a Reportable
        Irregularity in terms of the Auditing Profession Act 2005 :
          “Beige Holdings Limited has failed to publish their provisional financial information within
          three months of the financial year ended 30 June 2014, in accordance with the JSE Listing
          Requirements.”
    This matter has been rectified by the publication of these results.

5. Segment reporting
   The chief operating decision-maker has been identified as the executive directors being the
   Executive Chairman and the Financial Director. These directors consider the business from a
   product perspective for purposes of assessing the performance of Outsource Manufacturing and
   Packaging products. The operating segments are determined based on these reports.

6. Business review
   The International Monetary Fund lowered its forecast of South Africa?s GDP growth to 1.4%. Inflation
   has breached the upper limit of the CPI target of the South African Reserve Bank, resulting in a
   tightening interest rate cycle this calendar year. The struggling South African consumer is being
   further stretched, whilst the high wage increases and the weakness of the South African Rand
   against the major foreign currencies will serve to fuel further inflationary pressure in the
   manufacturing sector.

   The difficult trading conditions and continued pressure on margins has resulted in marginal contract
   manufacturers falling off the competitive landscape and it is expected that this trend could continue
   into the future. Consolidation within the contract manufacturing industry looks likely in an effort to
   offset lower margins against the benefits of economies of scale.

   Revenue from the Outsourced Manufacturing segment experienced pressure on volumes particularly
   in the first half of the financial year. Margins similarly were eroded having been indirectly impacted
   by the economic conditions. However, turnover improved in the second six months of the year on the
   back of increased demand from existing customers following efforts to significantly improve
   alignment and closer working relationships with our customers at both a sales and marketing and
   operational level. The strategy to drive increased relevancy of the outsourced manufacturing
   segment deeper into the value chain of our customers is unlocking further value and has resulted in
   a more robust sales order book. The securing of two additional multinational customers during the
   latter part of the financial year were important milestones for the group. A select range of products is
   currently being produced for these new customers and it is expected that the range of products and
   associated revenues will grow materially over the next few years as the respective relationships
   develop.

   Despite the challenging environment the Herbal & Homeopathic (“H&H”) subsidiary has produced a
   positive set of results with 88.3% growth over the prior year. The growth is as a result of securing the
   manufacture of product from new customers and improved focus from management on processes
   and procedures. It must also be noted that Beige has, subsequent to the financial year end,
   increased its shareholding in H&H from 61.4% to 68.6%.

   The Packaging operation has not performed to expectation during the year under review. Revenues
   have declined year-on-year due to the loss of the agency to sell imported pumps and glass bottles,
   although revenue from manufactured product remained stable. Raw material prices have increased
   significantly during the year due to local suppliers adopting import parity pricing and the effect of the
   weak exchange rate. A recovery plan has been formulated and will be implemented by management.

7. Financial and operational overview
   The results for the year ended 30 June 2014 again reflect a period characterised by a mixed trading
   environment in which economic uncertainty continued to impact the production decisions made by
   Beige's local and multi-national clients in the first six months of the year. Good volume growth was,
   however, experienced in the second half of the year contrary to the prevailing market conditions.

   Turnover has reduced by R26.6m and R77.7m in the Packaging and Outsource Manufacturing
   segments respectively. The Packaging segment sales were depressed due to the loss of an agency
   agreement with certain overseas principals during the course of the financial year. The Outsource
   Manufacturing segment sales reduction was as a result of the closure of the repacking business
   following the loss of the repacking contract. This was further exacerbated by declining sales with
   existing customers during the first half of the year on the back of the weak trading environment. An
   improvement in volumes was experienced in the second six months of the year through refocus and
   the securing of new multi-national contractual customers during the last quarter of the financial year.
   Significant benefits of these contracts will be realised in the new financial year.
   
   The improved focus on manufacturing efficiencies resulted in gross margins improving from 7.6% in
   2013 to 7.7%, notwithstanding the growth in volume of lower margin homecare products, lower than
   budgeted soap volumes and higher raw material costs. The value contribution per product was
   maintained.

   The Packaging segment contributed R16.4m to the operating loss before impairment charges. This
   loss was an improvement on the previous year despite the lower turnover of R40.8m following the
   loss of the agency sales contract. The operating loss before impairment charges in Outsource
   Manufacturing of R12.7m was again an improvement on the previous year. Consequently the
   operating loss before impairment charges of the Group amounted to R37.2m compared to the
   previous year of R48.5m. The goodwill impairment charge in the Outsource Manufacturing segment
   amounted to R15.5m. Hence, the operating loss after impairment charges amounted to R52.7m
   compared to the loss in the prior year of R86.0m. The interest expense increased from the prior year
   to R20.4m due to the recognition of the property lease in the packaging segment as a finance lease
   and the subsequent raising of the concomitant interest on the finance lease. Borrowings also grew in
   order to finance the working capital requirements of the Group.

   The increase in the effective tax rate is as a result of the dividends on preference shares not being
   deductible for tax purposes, the impairment of goodwill and the de-recognition of the deferred tax
   asset amounting to R7.5m.

   The 50% investment in the joint venture, U Housing (Pty) Ltd, is accounted for using the equity
   accounting method. Under the equity method, the investment in the joint venture is initially
   recognised at cost and the carrying amount is either increased or decreased to recognise the
   investor's share of the profit or loss of the investee after the date of acquisition.

8. Prospects
   The volumes from the multi-national customers that were secured in the second six month period are
   anticipated to grow materially in the forthcoming year. These new customers do not have
   manufacturing capabilities in South Africa or Sub-Saharan Africa. Further opportunities are being
   explored to manufacture a broader range of products for South Africa and other African markets in
   addition to certain European markets.

9. Turnaround Strategy
   It is evident that whilst there has been a trading improvement over the past 6 months the business is
   required to place even greater emphasis on expediting a number of business improvement strategies
   to reset the current base and position itself for profitable growth. This turnaround is predicated on
   recapitalising the business, immediately rectifying short term issues and ensuring that the positive
   momentum achieved is sustained moving forward. The management team have been tasked to
   ensure the implementation of this turnaround strategy, the key elements of which are set out below:

   Key Strategic Improvement Initiatives:

    -      Recapitalisation of the current business
    -      Inculcate a customer centric culture
    -      Reassess non-performing, non-core assets and/or products
    -      Build turnover utilising current capability
    -      Consolidation of product manufacture to drive efficiencies
    -      Centralise key services and drive a 10% cost saving initiative
    -      Implement management and leadership interventions
    -      Focus on key capital improvements

   Turnover: The holding company?s commitment to the recapitalisation of the current business in the
   short term will ensure continuous production and the improvement of overall manufacturing
   efficiencies. It is envisaged that a move towards a more “customer centric” business model will
   ensure greater focus, improved transparency and better service delivery which will ultimately deliver
   superior and profitable growth.
  
   Management's primary focus will be to work with customers to profitably grow the current core
   product portfolio and to prioritise its efforts on 5 new key projects that will effectively step change the
   growth of the business. The projects are expected to further ensure that the business leverages its
   inherent core capabilities and capacity and limits the need to invest in any significant manufacturing
   plant in the short term.

   The business has historically succumbed to an extensive and somewhat fragmented “tail” of
   products within the portfolio. This position will be rectified following a review and rationalisation of all
   low volume, low margin SKU's. Any new product development will be reassessed based on the
   achievement of targeted thresholds.

   Margin: The business will move to immediately consolidate the production of key lines at a single
   manufacturing site to drive greater efficiencies through the value chain. The selection of the
   appropriate site will be calculated on achieving the highest possible net margin. Further margin
   improvement measures include the immediate implementation of a new shift system; targeting yield
   improvements of 1%; a full review of all manning levels; leveraging the group's central procurement
   resource; steadily increasing automation utilising the Group's in-house engineering capability;
   relocating 2 key strategic bottling mould machines to the manufacturing site, which will improve
   product margins by almost 4% and a move to implement quarterly pricing reviews across all
   customers as applicable.

   Expenses: Immediate interventions and projects have been instituted to generate savings aligned to
   the recently mandated “10% annualised cost savings plan”. Some of these initiatives include:
   immediate hold on the filling of vacancies; centralisation of payroll; centralised procurement;
   containment of travel costs and significantly reducing legal costs.

10. Contingent liabilities
    A contingent liability amounting to R11.1m including interest but excluding the legal costs of the
    plaintiff exists in respect of the balance of the purchase price relating to the working capital of Amcos
    Cosmetics International (Pty) Ltd. The company is of the opinion that no exposure exists in this
    regard.

    Two former directors were paid a monthly amount for services to be rendered. These payments were
    terminated during the financial year as the executive directors believe that the Company has no
    obligation in this regard to the former directors. The Board has received legal advice on this matter
    and has been advised that the probability of incurring any liability to the two former directors is
    remote.

    The Company has a joint and several continuing surety limited to R69m relating to the Durban
    property owned by U-Housing (Pty) Ltd.

11. Going Concern
    The directors have reviewed the group and company's budget and cash flow forecasts and have
    satisfied themselves that the group and company are in a satisfactory financial position and they
    have access to sufficient borrowing facilities to meet their foreseeable cash requirements.

    On the basis of this review, the directors consider it appropriate to adopt the going concern basis in
    preparing the group and company's annual financial statements.

    The Lion Match Company (Pty) Ltd (“Lion Match”) has provided a loan of R20m on 30 October 2014
    and provided a further funding facility of R80m to support the cash requirements of the Group, of
    which an amount of R30m will be advanced in the short term ahead of the conclusion of the claw-
    back offer. This facility is in addition to the loan of R35.8m advanced to the Company as at 30 June
    2014.The loan provided on 30 October 2014 and any advances on the R80m facility will be payable
    on 1 July 2017.

    The Directors have embarked on a strategy to recapitalise the business which includes:
       - An increase in the value of the announced claw-back offer from R30 million to R60 million.
         The Group's holding company (Lion Match) will act as the effective 'underwriter' for the full
         value of the claw-back offer by subscribing for the shares that will form the subject of the
         claw-back offer.
       - The effect of the claw-back subscription is to capitalise the holding company loan in the
         amount of R35m outstanding at 30 June 2014 and the injection of a further R25m to redeem
         the preference shares.

    12. Events after reporting period
        As announced, the Company intends proceeding with a claw back offer, the value of which will now
        be increased to R60 million and the shares in respect of which will be been fully subscribed for by
        Lion Match. Final salient dates of the claw-back offer will be announced on SENS in due course.
        Other than normal trading, no other material events have occurred subsequent to the year-end that
        require reporting.

    13. Changes to the board
        During the period under review and to the date of this announcement:
        -   Mr NMI (Gora) Abdoola was appointed executive chairman with effect from 18 July 2013 and
            was appointed as acting chief executive officer with effect from 15 December 2013;
        -   Mr MM Di Nicola resigned from the board as a non-executive director on 5 September 2013 due
            to increasing business interests outside the borders of South Africa;
        -   Mr J Bridgmohan was appointed to the Board on 1 December 2013 as the Group Financial
            Director;
        -   Mr MG Allan resigned as Chief Executive Officer with effect from 15 December 2013;
        -   Mr C De Jager resigned as a non-executive director with effect from 1 July 2014;
        -   Mr AD Sinclair was appointed as a non-executive director with effect from 1 July 2014; and
        -   Mr PW Jooste was appointed as a non-executive director with effect from 7 August 2014.


By order of the Board

NMI (Gora) Abdoola                                                                      Jithan Bridgmohan
Executive Chairman                                                               Group Financial Director
31 October 2014
Johannesburg



Company Secretary and Registered Office
Arbor Capital Company Secretarial (Pty) Ltd (Registration number 1998/025284/07)
Ground Floor, One Health Building, Woodmead North Office Park, 54 Maxwell Drive, Woodmead, 2191
Suite # 439, Private Bag X29, Gallo Manor, 2052
Directors
                                                                               
NMI (Gora) Abdoola (Executive Chairman), AH Trikamjee (Deputy Chairman) ( #*), J Bridgmohan (Group FD), 
A Heeralal(#), AMI Abdoola (#), PW Jooste (#), AGS Osman (#*), AD Sinclair(#), M Tembe (Lead independent non-executive 
director) (#*)
(#) Non-executive, * independent

Designated Advisor                                                                        Transfer Office
Arbor Capital Sponsors Proprietary Limited           Link Market Services South Africa Proprietary Limited

Auditors
PricewaterhouseCoopers Inc

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