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OCEANA GROUP LIMITED - Condensed Unaudited Interim Report and Dividend Declaration for the six month

Release Date: 12/05/2016 17:20
Code(s): OCE     PDF:  
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Condensed Unaudited Interim Report and Dividend Declaration for the six month

Oceana Group Limited
Incorporated in the Republic of South Africa
(Registration number 1939/001730/06
JSE Share Code:           OCE
NSX Share Code:           OCG
ISIN Number:              ZAE000025284
("Oceana" or "the Company" or "the Group")

CONDENSED UNAUDITED INTERIM REPORT AND DIVIDEND DECLARATION FOR THE SIX MONTHS ENDED 31 MARCH 2016

The condensed unaudited interim results of the group for the six months ended 31 March 2016 are set out herein.

CONDENSED GROUP STATEMENT OF COMPREHENSIVE INCOME

                                                                   Unaudited six      Unaudited six                  Audited
                                                                    months ended       months ended               year ended
                                                                          31 Mar             31 Mar                   30 Sep
                                                                            2016               2015    Change           2015
                                                             Notes         R'000              R'000         %          R'000

Revenue                                                               3 602 270           2 566 132        40     6 168 777
Cost of sales                                                         2 314 888           1 635 734        42     3 832 997
Gross profit                                                          1 287 382             930 398        38     2 335 780
Sales and distribution expenditure                                      263 187             238 962        10       513 241
Marketing expenditure                                                    33 319              30 063        11        69 775
Overhead expenditure                                                    472 861             327 755        44       812 148
Net foreign exchange gain                                              (69 909)             (7 684)                (40 542)
Operating profit before associate and joint
venture (loss)/income                                                   587 924             341 302        72       981 158
Associate and joint venture (loss)/income                               (1 013)              10 636     (110)        26 097
Operating profit before abnormal items                                  586 911             351 938        67     1 007 255
Abnormal items                                                  3        13 363            (11 191)                  18 346
Operating profit                                                        600 274             340 747        76     1 025 601
Investment income                                                        12 886              22 520                  61 558
Interest paid                                                         (176 020)            (27 303)               (158 442)
Profit before taxation                                                  437 140             335 964        30       928 717
Taxation                                                                150 184             100 457        50       286 515
Profit after taxation                                                   286 956             235 507        22       642 202

Other comprehensive income
Movement on foreign currency translation reserve                        255 101               (138)                 432 332
Movement on cash flow hedging reserve                                  (36 477)              10 729                  23 511
Movement on fuel hedging reserve                                          1 757                                     (1 757)
Other comprehensive income, net of taxation                             220 381              10 591                 454 086

Total comprehensive income for the period                               507 337             246 098       106     1 096 288

Profit after taxation attributable to:
Shareholders of Oceana Group Limited                                    271 891             225 836        20       611 224
Non-controlling interests                                                15 065               9 671        56        30 978
                                                                        286 956             235 507        22       642 202
Total comprehensive income for the period
attributable to:
Shareholders of Oceana Group Limited                                    492 272             236 427       108     1 065 310
Non-controlling interests                                                15 065               9 671        56        30 978
                                                                        507 337             246 098       106     1 096 288
Weighted average number of shares on which earnings
per share is based (000's)                                     10       116 617             103 390                 104 005

Adjusted weighted average number of shares on
which diluted earnings per share is based (000's)                       128 064             114 403                 114 959
Earnings per share (cents)
 Basic*                                                                   233.1               218.4         7         587.7
 Diluted*                                                                 212.3               197.4         8         531.7
Dividends per share (cents)                                                   112.0               106.0           6            365.0

Headline earnings per share (cents)                               7
 Basic*                                                                       230.8               218.0           6            588.2
 Diluted*                                                                     210.2               197.0           7            532.2


*Earnings per share for the prior year comparative has been restated due to the rights offer in the prior year, as required by IAS 33: Earnings per share.

CONDENSED GROUP STATEMENT OF FINANCIAL POSITION

                                                                            Unaudited six     Unaudited six           Audited year
                                                                             months ended      months ended                  ended
                                                                                   31 Mar            31 Mar                 30 Sep
                                                                                     2016              2015                   2015
                                                                      Notes         R'000             R'000                  R'000
ASSETS
Non-current assets                                                             6 793 839          1 235 580              6 502 886
 Property, plant and equipment                                                 1 585 900            680 994              1 537 293
 Intangible assets                                                             4 709 566            249 098              4 469 232
 Derivative asset                                                        5        18 225
 Deferred taxation                                                                32 486             21   761                 25   583
 Investments and loans                                                           447 662            283   727                470   778
Current assets                                                                 3 492 073          3 170   264            3   970   700
 Inventories                                                                   1 372 794            953   862            1   316   266
 Accounts receivable                                                           1 558 249            974   857            1   473   161
 Cash and cash equivalents                                                       561 030          1 241   545            1   181   273
Non-current assets held for sale                                                  89 358                                      39   478

Total assets                                                                  10 375 270          4 405 844             10 513 064

EQUITY AND LIABILITIES
Capital and reserves
 Share capital and premium                                                     1 187 569             35 245              1 187 399
 Foreign currency translation reserve                                            699 141             11 570                444 040
 Capital redemption reserve                                                          130                130                    130
 Cash flow hedging reserve                                                      (11 124)             12 571                 25 353
 Fuel hedging reserve                                                                                                      (1 757)
 Share-based payment reserve                                                      86 833             70 444                 73 111
 Distributable reserve                                                         1 709 370          1 499 033              1 755 638
 Interest of own shareholders                                                  3 671 919          1 628 993              3 483 914
 Non-controlling interests                                                        79 802             61 827                 80 372
Total capital and reserves                                                     3 751 721          1 690 820              3 564 286

Non-current liabilities                                                        5 023   430          840 417              5 000     698
 Liability for share-based payments                                               88   670           59 485                 86     147
 Long-term loan                                                                4 364   695          680 985              4 374     483
 Derivative liability                                                    6       224   550                                 209     963
 Deferred taxation                                                               345   515           99   947              330     105
Current liabilities                                                            1 576   007        1 874   607            1 948     080
 Accounts payable and provisions                                               1 510   953          745   037            1 625     574
 Taxation                                                                         49   122           26   566              322     506
 Bank overdrafts                                                                  15   932        1 103   004
Non-current liabilities held for sale                                             24   112

Total equity and liabilities                                                  10 375 270          4 405 844             10 513 064

Number of shares in issue net of treasury shares (000's)                         116 627            100 512                  116 588
Net asset value per ordinary share (cents)                                         3 148              1 621                    2 988
Total liabilities excluding deferred taxation: Total equity (%)                      167                155                      180
Total borrowings: Total equity (%)                                                   117                106                      123

CONDENSED GROUP STATEMENT OF CHANGES IN EQUITY

                                                                                  Unaudited six   Unaudited six       Audited year
                                                                    months ended      months ended             ended
                                                                          31 Mar            31 Mar            30 Sep
                                                                            2016              2015              2015
                                                                           R'000             R'000             R'000

Balance at the beginning of the period                                 3 564 286         1 746 906         1 746 906
Total comprehensive income for the period                                507 337           246 098         1 096 288
Profit after taxation                                                    286 956           235 507           642 202
Movement on foreign currency translation reserve                         255 101             (138)           432 332
Movement on cash flow hedging reserve                                   (36 477)            10 729            23 511
Movement on fuel hedging reserve                                           1 757                             (1 757)
Shares issued                                                                                              1 150 997
Recognition of share-based payments                                       13 722                5 249          7 917
Movement in treasury shares held by share trusts                             172                               1 157
Profit on sale of treasury shares                                            504                               1 078
Disposal of interest in subsidiary                                           102
Additional non-controlling interest arising on acquisition                                      2 807          2 807
Distribution to Oceana Empowerment Trust beneficiaries                                                      (15 469)
Oceana Empowerment Trust dividend distribution                          (16 637)                            (25 506)
Dividends paid                                                         (317 765)         (310 240)         (401 889)
Balance at the end of the period                                       3 751 721         1 690 820         3 564 286

Comprising:
Share capital and premium                                              1 187 569            35 245         1 187 399
Foreign currency translation reserve                                     699 141            11 570           444 040
Capital redemption reserve                                                   130               130               130
Cash flow hedging reserve                                               (11 124)            12 571            25 353
Fuel hedging reserve                                                                                         (1 757)
Share-based payment reserve                                               86   833          70    444         73 111
Distributable reserve                                                  1 709   370       1 499    033      1 755 638
Non-controlling interests                                                 79   802          61    827         80 372
Balance at the end of the period                                       3 751   721       1 690    820      3 564 286

CONDENSED GROUP STATEMENT OF CASH FLOWS

                                                                   Unaudited six     Unaudited six      Audited year
                                                                    months ended      months ended             ended
                                                                          31 Mar            31 Mar            30 Sep
                                                                            2016              2015              2015
                                                             Notes         R'000             R'000             R'000
Cash flow from operating activities
Operating profit before joint venture (loss)/income                      587 924           341 302           981 158
Adjustment for non-cash and other items                                  153 012            41 645           206 716
Cash operating profit before working capital changes                     740 936           382 947         1 187 874
Working capital changes                                                (339 966)         (153 287)          (92 760)
Cash generated from operations                                           400 970           229 660         1 095 114
Investment income received                                                70 913            21 868            59 264
Interest paid                                                          (166 949)          (27 303)         (158 442)
Taxation paid                                                          (531 298)         (124 484)         (221 986)
Distribution to employee beneficiaries of Oceana
Empowerment Trust                                                       (15 469)
Dividends paid                                                         (334 402)         (310    240)      (427 395)
Cash (outflow)/inflow from operating activities                        (576 235)         (210    499)        346 555
Cash outflow from investing activities                                  (98 239)         (372    530)    (4 747 216)
Capital expenditure                                                    (100 061)          (75    264)      (160 613)
Replacement of intangible assets                                         (4 361)                             (3 429)
Proceeds on disposal of property, plant and equipment                        958                  507         12 909
Proceeds on disposal of non-current assets held for sale                  44 705
Repayment received on preference shares                                                     31 426           105 049
Net movement on loans and advances                                      (30 570)          (75 490)          (97 099)
Acquisition of business                                         4                        (251 478)       (4 544 426)
Acquisition of additional shares in subsidiary                                                               (1 276)
Acquisition of fishing rights                                                              (2 812)           (2 812)
Increased contribution/acquisition of a joint venture                    (9 279)                            (56 321)
Disposal of interest in subsidiary                                           369
Decrease of investment                                                                                     581               802
Cash (outflow)/inflow from financing activities                                      (10 563)          380 732         5 146 173
Proceeds from issue of share capital                                                      676                          1 154 615
Long-term loan (repaid)/raised                                                      (142 670)          380 985         4 025 301
Short-term borrowings raised/(repaid)                                                 150 000            (253)          (33 743)
Cost associated with debt raising                                                    (18 569)

Net (decrease)/increase in cash and cash equivalents                                (685 037)        (202 297)           745   512
Cash and cash equivalents at the beginning of the period                            1 181 273          344 003           344   003
Effect of exchange rate changes                                                        48 862          (3 165)            91   758
Cash and cash equivalents at the end of the period                                    545 098          138 541         1 181   273

NOTES

1.      Basis of preparation and accounting policies

        The condensed consolidated interim financial information has been prepared in accordance with and containing the
        information required by IAS 34: Interim Financial Reporting as well as the SAICA Financial Reporting Guides as issued
        by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by the Financial Reporting
        Standards Council, the JSE Listings Requirements and the requirements of the South African Companies Act, 71 of
        2008. The condensed consolidated interim financial statements have been prepared using accounting policies that comply
        with IFRS which are consistent with those applied in the financial statements for the year ended 30 September 2015,
        except for the adoption of accounting standards and interpretations that became effective during the current period. The
        adoption of these standards and interpretations had no material impact on the Group. The condensed financial information
        was prepared under the supervision of the Group financial director, I Soomra CA(SA).

        The results have not been audited or reviewed by the Group's auditors, Deloitte & Touche.


                                                                                   Unaudited         Unaudited
                                                                                  six months        six months       Audited year
                                                                                       ended             ended              ended
                                                                                      31 Mar            31 Mar             30 Sep
                                                                                        2016              2015               2015
                                                                                       R'000             R'000              R'000
2.      Segmental results

        Revenue
        Canned fish and fishmeal (Africa)                                          1 899   793      1 580 611          3 408   988
        Fishmeal and fish oil (USA)                                                  705   682                           574   328
        Horse mackerel and hake                                                      562   302         588   824       1 314   747
        Lobster, squid and French fries                                              218   509         227   857         412   147
        Commercial cold storage                                                      215   984         168   840         458   567
        Total                                                                      3 602   270       2 566   132       6 168   777

        Operating profit before abnormal items
        Canned fish and fishmeal (Africa)                                            193   525        167 065            452   504
        Fishmeal and fish oil (USA)                                                  190   801                           179   612
        Horse mackerel and hake                                                      109   522        108    998         211   020
        Lobster, squid and French fries                                               27   125         34    772          46   574
        Commercial cold storage                                                       65   938         41    103         117   545
        Total                                                                        586   911        351    938       1 007   255

        Total assets
        Canned fish and fishmeal (Africa)                                          2 422 988        1 702 782          2 069 746
        Fishmeal and fish oil (USA)                                                6 215 182                           6 026 066
        Horse mackerel and hake                                                      589 487          844    356         679 403
        Lobster, squid and French fries                                              132 933          148    516         125 703
        Commercial cold storage                                                      279 363          249    228         294 642
        Financing                                                                    702 831        1 439    201       1 291 921
                                                                                  10 342 784        4 384    083      10 487 481
        Deferred taxation                                                             32 486           21    761          25 583
        Total                                                                     10 375 270        4 405    844      10 513 064

        Total liabilities
      Canned fish and fishmeal (Africa)                                               444   987      540 938            700   772
      Fishmeal and fish oil (USA)                                                     444   052                         934   466
      Horse mackerel and hake                                                         270   904       162   559         175   755
      Lobster, squid and French fries                                                  49   402        56   182          43   854
      Commercial cold storage                                                         128   155        46   177          88   507
      Financing                                                                     4 940   534     1 809   221       4 675   319
                                                                                    6 278   034     2 615   077       6 618   673
      Deferred taxation                                                               345   515        99   947         330   105
      Total                                                                         6 623   549     2 715   024       6 948   778


                                                                                      Unaudited       Unaudited
                                                                                     six months      six months         Audited
                                                                                          ended           ended      year ended
                                                                                         31 Mar          31 Mar          31 Sep
                                                                                           2016            2015            2015
                                                                                          R'000           R'000           R'000
      Revenue per region(1)
      South Africa and Namibia                                                        2 160   864     1 960 328      3 937    878
      Other Africa                                                                      246   623       208 809        476    096
      North America                                                                     692   034           214        400    470
      Europe                                                                            221   179       191 642        710    302
      Far East                                                                          237   626       184 988        546    955
      Other                                                                              43   944        20 151         97    076
      Total                                                                           3 602   270     2 566 132      6 168    777

      Non-current asset per region(2)
      South Africa and Namibia                                                         835 122         930 092         863 285
      North America                                                                  5 460 344                       5 143 240
      Total                                                                          6 295 466         930 092       6 006 525

      Notes:
      (1) Revenue per region discloses the region in which product is sold.
      (2) Non-current asset per region discloses where the subsidiary is located.

3.    Abnormal items

      Transaction costs                                                                     1 500           11 191       80 815
      Forex gain on transaction                                                                                        (97 734)
      Profit on the disposal of immovable property                                                                      (1 537)
      Impairment of equipment                                                                                               110
      Loss on disposal of property, plant and equipment                                   3 527
      Profit on disposal of non-current assets held for sale                           (18 390)
      Total                                                                            (13 363)             11 191     (18 346)

4.    Acquisition of business

4.1   Foodcorp acquisition

      On 2 February 2015, the Group acquired hake, pelagic and lobster fishing rights and related assets from Foodcorp
      Proprietary Limited for a consideration of R355 million. Foodcorp Proprietary Limited was acquired to enhance the Group's
      hake, pelagic and lobster footprint.

      Assets acquired and liabilities recognised at date of acquisition:
      Property, plant and equipment                                                                     148  037        148  037
      Intangible asset                                                                                  128  277         90  890
      Goodwill                                                                                           35  918         62  835
      Accounts receivables                                                                               26  745         26  745
      Taxation                                                                                                97              97
      Inventories                                                                                         39 815          39 815
      Cash and cash equivalents                                                                           52 899          52 899
      Non-controlling interest                                                                           (2 807)         (2 807)
      Deferred taxation                                                                                 (37 309)        (26 840)
      Short-term loan                                                                                      (170)           (170)
      Provisions                                                                                                         (2 114)
      Trade and other payables                                                                         (36 125)         (34 011)
      Total purchase price                                                                              355 377          355 376
      Less: Purchase consideration outstanding                                                         (51 000)
      Consideration paid in cash                                                                        304 377          355 376

                                                                                         Unaudited       Unaudited
                                                                                        six months      six months       Audited
                                                                                             ended           ended    year ended
                                                                                            31 Mar          31 Mar        31 Sep
                                                                                              2016            2015          2015
                                                                                             R'000           R'000         R'000
     Net cash flow on acquisition of business
     Consideration paid in cash                                                                            304 377       355 376
     Less: Cash and cash equivalents balances acquired                                                    (52 899)      (52 899)
                                                                                                           251 478       302 477
     Goodwill on acquisition
     Consideration                                                                                         355 377       355 376
     Less: Fair value of identifiable assets acquired and liabilities assumed                            (319 459)     (292 541)
                                                                                                            35 918        62 835

     The goodwill arising on the acquisition is attributable to the processing locations, as well as knowledgeable employees that
     did not meet the criteria for recognition as other intangible assets on the date of acquisition.

4.2 Daybrook acquisition

     On 30 June 2015, the Group acquired an effective 100% beneficial shareholding in Daybrook Fisheries for a consideration
     of R4 641 million. Daybrook was acquired to enhance the Group's operations internationally in order to diversify its fishing
     rights and licences, fish species, operational geography and currency exposure.

     The fair value of the acquired intangible assets and goodwill is provisional as at the 31 March 2016 due to the uncertainty of
     the manner in calculating the fair value and will be finalised on the determination of the purchase price allocation. The
     provisional fair value of the identifiable assets and liabilities are shown below.

     Assets acquired and liabilities recognised at date of acquisition:
     Property, plant and equipment                                                                                      784 444
     Intangible asset                                                                                                   503 976
     Investments in associate                                                                                           127 733
     Goodwill                                                                                                         3 191 027
     Accounts receivables                                                                                               250 522
     Taxation                                                                                                         (212 441)
     Inventories                                                                                                        322 678
     Cash and cash equivalents                                                                                          399 304
     Provisions                                                                                                       (160 344)
     Deferred taxation                                                                                                (216 482)
     Derivative liability                                                                                             (182 475)
     Trade and other payables                                                                                         (166 689)
     Consideration paid in cash                                                                                       4 641 253

     Net cash flow on acquisition of business
     Consideration paid in cash                                                                                       4 641 253
     Less: Cash and cash equivalents balances acquired                                                                (399 304)
                                                                                                                      4 241 949
     Goodwill on acquisition
     Consideration                                                                                                     4 641 253
     Less: Fair value of identifiable assets acquired and liabilities assumed                                        (1 450 226)
                                                                                                                       3 191 027

     The goodwill arising on the acquisition is attributable to the strategic business advantages acquired, key fishing and
     processing locations, as well as knowledgeable employees and management strategies that did not meet the criteria for
     recognition as other intangible assets on the date of acquisition.


5.   Derivative asset

     The derivative assets relates to interest rate caps, executed on 17 March 2016, the notional principal amount of the
     interest rate caps amounts to R18,5 million. This comprises hedges on the debt of R980,0 million. These caps are to
     hedge the interest that is payable under the various debt facilities. Gains and losses on interest rate caps held as hedging
     instruments in designated and effective hedging relationships are recognised in other comprehensive income and are
     reclassified in the same period that the hedge cash flows affect profit and loss.

6.   Derivative liability

     The derivative liability is relates to the put option (USD15,0 million) between Daybrook Fisheries and the remaining
     shareholders of Westbank Fishing LLC.

     In terms of the Westbank Fishing LLC Agreement, notification of exercise of the put option can only be provided, at the
     earliest, during the second financial period following the transaction, following which the exercise will only be effective
     12 months after the date of such notification. Should the put option be effectively exercised as described, there will be a cash
     outflow being the put option strike price of USD31,5 million plus the put premium of USD15,0 million (payable only if the
     put option is exercised within three years) as well as any unpaid distributions, while there will be a cash inflow, based on
     prevailing market values, from the new shareholder acquiring the 75% shareholding. When the put option is exercised the
     fair value of the put option liability will be derecognised from the statement of financial position and a corresponding entry
     will be made to reflect the cash payment. In the event that the put option is not exercised the fair value of the put option
     liability will be derecognised through profit and loss.

                                                                                     Unaudited     Unaudited
                                                                                    six months    six months         Audited
                                                                                         ended         ended      year ended
                                                                                        31 Mar        31 Mar          31 Sep
                                                                                          2016          2015            2015
                                                                                         R'000         R'000           R'000
7.   Determination of headline earnings and adjusted headline earnings

     Profit after taxation attributable to shareholders of Oceana Group Limited       271 891        225 836         611 224
     Adjusted for:
     Profit on disposal of immovable property                                                                        (1 537)
     Headline earnings adjustments – joint ventures                                                                       99
     Net loss/(profit) on disposal of property, plant, equipment and
     intangible assets                                                                  2 676          (265)         (1 293)
     Profit on disposal of non-current assets held for sale                           (8 847)
     Profit on change of interest in investment                                                           (381)        (500)
     Loss on the dissolution of foreign subsidiary                                                                     3 455
     Impairment of equipment                                                                                             110
     Total tax effect of adjustments                                                     3 409           161             220
     Headline earnings for the period                                                  269 129       225 351         611 778


                                                                                   Unaudited      Unaudited
                                                                                  six months     six months          Audited
                                                                                       ended          ended       year ended
                                                                                      31 Mar         31 Mar           31 Sep
                                                                                        2016           2015             2015
                                                                                       R'000          R'000            R'000
8.   Dividends

     Estimated dividend declared after reporting date                               130 622          106 543         301 964

9.   Supplementary information

     Amortisation                                                                    39   889        12   260         40   748
     Depreciation                                                                    94   605        54   328        136   423
     Operating lease charges                                                         26   013        23   054         75   559
     Capital expenditure                                                            104   422        75   264        164   042
      Expansion                                                                      11   635        35   281         57   424
      Replacement                                                                    92   787        39   983        106   618
     Budgeted capital commitments                                                   162   191       167   363        218   686
      Contracted                                                                     68   612        24   978         34   297
      Not contracted                                                                 93   579       142   385        184   389

                                                                                   Number of      Number of        Number of
                                                                                     shares          shares           shares
10   Elimination of treasury shares                                                    '000            '000             '000

     Weighted average number of shares in issue                                    135 526          119 526          120 227
     Plus: Bonus issue on rights offer                                                                2 878            2 775
     Less: Shares held by share trusts                                             (13 815)        (13 920)         (13 903)
     Less: Treasury shares held by subsidiary company                               (5 094)         (5 094)          (5 094)
     Weighted average number of shares on which earnings per share and
     headline earnings per share are based                                         116 617          103 390          104 005

     Weighted average number of shares for the prior year comparative has been restated by 2 878 due to the rights offer in the
     prior year, as required by IAS 33: Earnings per share.

11. Contingent liabilities and guarantees

     The Company and its subsidiaries have given cross suretyships in support of bank overdraft facilities of certain subsidiaries
     and the Company. The Company and six subsidiaries has guaranteed the loan of R4 453 million (2015: R4 374 million).

12. Events after the reporting date

     Subsequent to the reporting period the Commercial cold storage business disposed of its fruit refrigeration and handling business
     operated from Maydon Warf and Maydon Warf Fruit Terminal, disclosed under non-current assets held for sale. The
     transaction was completed on the 25 April 2016. No other events occurred that may have an impact on the Group's
     reported financial position at 31 March 2016.

COMMENTS

GROUP OVERVIEW

The performance of the group for the six months ended 31 March 2016 has been positive. Daybrook and Foodcorp have been
successfully integrated and both have performed in line with expectations. Increased SA canned fish and hake volumes, higher
occupancy levels in the Commercial cold storage business and the effect of a favourable exchange rate have contributed to growth.

Revenue grew by 40%, increasing to R3 602 million from R2 566 million in 2015. Excluding the impact of Daybrook, the group achieved
revenue growth of 13%.

Operating profit before abnormal items increased by 67% to R587 million (2015: R352 million) over the period and excluding
Daybrook by 13%.

Cash flow from operations increased by 75% to R401 million (2015: R230 million).

Net interest charged for the period is R176.0 million (2015: R27.3 million) primarily due to finance costs incurred on additional
working capital facilities and increased long term debt. The average interest rate for all debt is currently 6.7% per annum.

Group headline earnings for the period increased by 19%. As a result of the diluting effect of the additional shares issued during
September 2015, basic earnings per share and basic headline earnings per share increased by 7% and 6% respectively.

An interim dividend of 112 cents per share has been declared (2015: 106 cents per share).

REVIEW OF OPERATIONS

Canned fish and fishmeal (Africa)

The initial 2016 South African Total Allowable Catch ("TAC") for pilchard decreased to 64 563 tons (final 2015: 83 470 tons).
The Namibian pilchard TAC for 2016 decreased to 14 000 tons (2015: 25 000 tons).

Revenue growth of canned fish for the six months has been achieved through a 10% growth in sales volumes combined with
the effect of an 8% price increase from February 2015. SA volume growth of 13% for the six months has been driven by an
improved pricing and marketing strategy.

The adverse impact of the exchange rate on imported canned fish has been partially offset by a reduction in dollar pricing
and the effect of processing a higher proportion of frozen fish at our own production facilities in South Africa and Namibia.
Operational efficiencies in supply chain, initiated in the prior period, have delivered further benefit for the period.
As a result, canned fish delivered an improved operating profit for the period.
The 2016 initial South Africa anchovy A season TAC is 254 483 tons (final A season TAC for 2015: 450 000 tons). Current
season landings of industrial fish to the group's fishmeal plants were 15% higher than the previous season primarily due to
the addition of two new sites, the first arising from the Foodcorp acquisition and the other a greenfields expansion in Angola.
The Angolan fishmeal plant was commissioned in December 2015 and is producing fishmeal and fish oil. Losses from fishmeal
operations were above that for the prior year due to lower opening stock resulting from reduced catches at the end of the 2015
fishing season. As the period under review coincides with a significant portion of the closed season, pre-season costs for the
period have increased due to the number of additional plants.

Fishmeal and fish oil (USA)

Daybrook performed well for the six month period with revenue of R706 million and operating profit before abnormal items of
R191 million. The 2015 Gulf Menhaden fishing season ended on 30 October 2015 and as a result five of the six months under
review have been outside of the fishing season. During this time the plant and vessels are shut down to undergo maintenance.
Sales volumes of 21 437 tons of fishmeal and 6 373 tons of fish oil were achieved for the period, from inventory produced
during the successful 2015 season.

Demand and prices for fishmeal softened during the last three months of the 2015 calendar year following good landings in the
second 2015 Peruvian fishing season. Subsequently prices have stabilised with a more balanced supply and demand relationship
returning to the market. Profit in US Dollars has been in line with our investment expectations.

Horse mackerel and hake

The 2015 Namibian horse mackerel TAC decreased by 4% to 335 000 tons (2015: 350 000 tons). The Ministry of Fisheries
and Marine Resources made an initial allocation of 145 000 tons for the 2016 fishing season on the same basis as the prior
period. Reduced owned quota and expensive purchased quota has necessitated a critical review of the commercial performance
of our third vessel. As a result the Desert Rose was sold in October 2015.

Horse mackerel prices were relatively unchanged despite an oversupply of fish in our traditional African markets. Pricing was
however negatively impacted by a change in size mix. The favourable exchange rate partially offset the effect of weaker dollar
prices. Despite weaker markets, margins in Namibia improved following the sale of excess fishing capacity and the termination
of experimental fishing efforts in Angola.

In South Africa the Precautionary Maximum Catch Limit for targeted catch of horse mackerel decreased by 8% to 38 656 tons
(2015: 41 927 tons). The Desert Diamond did not fish in South Africa during the period under review. The vessel was deployed
in Namibia for the last two months of 2015 and was tied up for planned maintenance for the remainder of the period under
review. As a result, profitability from horse mackerel in South Africa decreased materially for the period.

The 2015 hake TAC remained unchanged from the prior year (2015: 123 020 tons). Hake profitability improved significantly
during the period due to a combination of increased volumes following the Foodcorp acquisition, increased prices attributable
to the favourable euro exchange rate and the positive effect of lower fuel prices.

Lobster, squid and French fries

The 2016 TAC for West coast lobster increased by 7% to 1 924 tons (2015: 1 801 tons), and quota available to Oceana for
the current season amounts to 264 tons (2015: 238 tons). A decrease in landings due to lower catch rates and a lower live mix
due to poorer fish quality negated the favourable effect of exchange rates and resulted in a reduction in profit for the period.

Fishing rights allocated to the squid business remained unchanged over the period. In the current period the squid business
generated a profit due to higher sales volumes and prices.

Operating profit in the French fries operation was in line with prior period with higher sales volumes being offset by the effect
of higher priced and poorer quality raw material.

Commercial cold storage (CCS)

The CCS business performed well in the period with revenue increasing by 28% due to improved occupancy levels at
most stores and a full six months operation at the new Midrand stores. Improved revenue together with good cost management
resulted in increased operating profit in the period.

CCS FRUIT BUSINESS DISPOSAL

Subsequent to the six months under review the CCS fruit business in Maydon Wharf has been sold to enable management to
focus on core activities.

DIRECTORATE CHANGES
Takula Jenkins Tapela resigned from the board of directors ("the Board") on 12 May 2016 having served as a director since 2009.
The Board wishes to thank Takula for his contribution during this period. Geoff Fortuin, who holds an executive position
at Brimstone, was appointed to the Board on the same date.

PROSPECTS

As was required by the department of Agriculture, Forestry and Fishing (DAFF), fishing rights applications for horse mackerel,
hake inshore and West coast rock lobster were submitted on 24 February 2016. DAFF has indicated that the outcome of
the allocations will be concluded during August 2016. This will not have an effect on the current year's financial results.

We expect pricing to improve in the fishmeal and fish oil sector based on consistent demands, and with supply challenges in the
Peruvian and European sectors. In the USA the 2016 Gulf Menhaden fishing season commenced on the 18th April 2016
with the season planned to run for a 28 week period to the end of October 2016. Early season landings have been positive
with good oil yields. In South Africa we expect consistent landing patterns of pilchards, industrial fish and hake. We anticipate
that our canned fish value proposition will remain competitive. In Namibia, our performance for the second six months will be
dependent on the timing and extent of the allocation of remaining horse mackerel quota. As the Group is materially a net
exporter of goods, our overall performance for the full year will also be impacted by prevailing exchange rates. We anticipate
that our acquisitions of Foodcorp and Daybrook will continue to deliver the projected returns. In our drive for efficiency
and focus, we will continue to evaluate non-core and underperforming assets in the period ahead.

On behalf of the Board
MA Brey                     FP Kuttel
Chairman                    Chief executive officer

12 May 2016

CASH DIVIDEND DECLARATION

Notice is hereby given of dividend number 145. A gross interim dividend amounting to 112 cents per share, for the six months
ended 31 March 2016, was declared on Thursday, 12 May 2016, out of current earnings. Where applicable the deduction of
dividends withholding tax at a rate of 15% will result in a net dividend amounting to 95,2 cents per share.

The number of ordinary shares in issue at the date of this declaration is 135 526 154. The company's tax reference number is
9675/139/71/2. Relevant dates are as follows:

Last day to trade cum dividend              –   Friday, 24   June   2016
Commence trading ex dividend                –   Monday, 27   June   2016
Record date                                 –    Friday, 1   July   2016
Dividend payable                            –    Monday, 4   July   2016

Share certificates may not be dematerialised or re-materialised between Monday, 27 June 2016 and Friday, 1 July 2016, both
dates inclusive.

By order of the board

JC Marais
Company secretary
12 May 2016

Directors:                   MA Brey (chairman), FP Kuttel* (chief executive officer), ZBM Bassa, PG de Beyer, NP Doyle,
                             PB Matlare, S Pather, NV Simamane, I Soomra*, TJ Tapela (* executive)
Registered Office:           9th Floor, Oceana House, 25 Jan Smuts Street, Foreshore, Cape Town, 8001
Transfer Secretaries:        Computershare Investor Services Proprietary Limited
                             70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107)
Sponsor – South Africa:      The Standard Bank of South Africa Limited
Sponsor – Namibia:           Old Mutual Investment Services (Namibia) Proprietary Limited
Company Secretary:           JC Marais
JSE Share Code:              OCE
NSX Share Code:              OCG
ISIN Number:                 ZAE000025284

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