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STEFANUTTI STOCKS HOLDINGS LIMITED - Reviewed Condensed Consolidated Results for the 12 months ended 29 February 2016

Release Date: 19/05/2016 07:05
Code(s): SSK     PDF:  
Wrap Text
Reviewed Condensed Consolidated Results for the 12 months ended 29 February 2016

STEFANUTTI STOCKS HOLDINGS LIMITED
("Stefanutti Stocks" or "the company" or "the group")
(Registration number 1996/003767/06)
Share code: SSK ISIN: ZAE000123766

REVIEWED CONDENSED
CONSOLIDATED RESULTS
FOR THE 12 MONTHS ENDED 29 FEBRUARY 2016

-   Revenue R9,7 billion
-   Operating profit R392 million
-   Cash at end of year R851 million
-   Current order book R12,7 billion

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

                                                                                 Reviewed      Restated
                                                                                12 months     12 months
                                                                          %         ended         ended
                                                                (Decrease)/   29 February   28 February
                                                                   Increase          2016          2015
                                                                                    R'000         R'000

Revenue                                                                (9%)     9 737 386    10 648 379
Contract revenue                                                       (8%)     9 669 473    10 567 643

Earnings before interest, taxation, depreciation and
amortisation (EBITDA)                                                   11%       551 238       496 730
Depreciation and amortisation                                                   (159 273)     (161 349)

Operating profit before investment income                               17%       391 965       335 381
Investment income                                                                  34 049        41 544
Share of profits of equity-accounted investees                                     19 040        32 720

Operating profit before finance costs                                             445 054       409 645
Finance costs                                                                    (60 422)      (41 664)

Profit before taxation                                                            384 632       367 981
Taxation                                                                        (120 114)     (102 678)

Profit for the year from continuing operations                                    264 518       265 303
Loss after tax for the year from discontinued operations                         (78 637)      (62 142)

Profit for the year                                                               185 881       203 161
Other comprehensive income                                                         34 107           152

Exchange differences on translation of foreign operations
(may be reclassified to profit/(loss))                                             84 980           152
Reclassification adjustment from foreign currency translation
reserve due to disposal of a foreign investment                                  (62 193)             –
Reclassification adjustment from foreign currency translation
reserve due to disposal of the investment property                                 11 320             –

Total comprehensive income for the year                                           219 988       203 313

Profit for the year attributable as follows:
Equity holders of the company                                                     182 317       200 812

Profit for the year from continuing operations                                    260 954       262 954
Loss for the year from discontinued operations                                   (78 637)      (62 142)

Non-controlling interest                                                            3 564         2 349

Profit for the year from continuing operations                                      3 564         2 349
Loss for the year from discontinued operations                                          –             –

                                                                                  185 881       203 161

Total comprehensive income attributable to:
Equity holders of the company                                                     214 582       201 452

Profit for the year from continuing operations                                    293 219       263 594
Loss for the year from discontinued operations                                   (78 637)      (62 142)

Non-controlling interest                                                            5 406         1 861

Profit for the year from continuing operations                                      5 406         1 861
Loss for the year from discontinued operations                                          –             –

                                                                                  219 988       203 313

Earnings per share (cents)
From continuing operations                                                   (1%)  149,30        150,37
From total operations                                                        (9%)  104,31        114,84
Diluted earnings per share (cents)
From continuing operations                                                   (1%)  138,75        139,81
From total operations                                                        (9%)   96,94        106,77




Commentary to the statement of profit or loss and other comprehensive income
                                                                               Continuing                                 Total
                                                                               operations                            operations
                                                                  Feb 2016       Feb 2015           Feb 2016           Feb 2015
Headline earnings reconciliation                                     R'000          R'000              R'000              R'000

Profit after taxation attributable to equity holders
of the company                                                     260 954        262 954            182 317            200 812
Adjusted for:
Profit on disposal of Investment Property                         (16 158)              –           (16 158)                  –
Fair value adjustment on Investment Property                       (6 066)              –            (6 066)                  –
Tax effect on adjustments                                            7 924              –              7 924                  –
Profit on disposal of plant and equipment                          (7 198)        (8 594)            (6 416)            (8 532)
Tax effect on adjustments                                            2 020          2 403              1 801              2 386
Impairment of goodwill                                                   –              –                  –              2 187
Net gain on disposal of foreign investment                               –              –            (6 768)                  –

Headline earnings                                       (6%)       241 476        256 763            156 634            196 853

Number of weighted average shares in issue                     174 779 842    174 867 128        174 779 842        174 867 128
Number of diluted weighted average
shares in issue                                                188 080 746    188 080 746        188 080 746        188 080 746
Earnings per share (cents)                              (1%)        149,30         150,37             104,31             114,84
Diluted earnings per share (cents)                      (1%)        138,75         139,81              96,94             106,77
Headline earnings per share (cents)                     (6%)        138,16         146,83              89,62             112,57
Diluted headline earnings per share (cents)             (6%)        128,39         136,52              83,28             104,66

STATEMENT OF FINANCIAL POSITION
                                                                                 Reviewed            Audited
                                                                              29 February        28 February
                                                                                     2016               2015
                                                                                    R'000              R'000
ASSETS
Non-current assets                                                              2 565 762          2 678 885
Property, plant and equipment                                                   1 099 712          1 109 652
Investment property                                                                     –             61 507
Equity-accounted investees                                                        189 458            232 255
Goodwill and intangible assets                                                  1 248 529          1 256 449
Deferred tax assets                                                                28 063             19 022
Current assets                                                                  3 946 516          3 844 532
Other current assets                                                            2 877 227          2 866 395
Taxation                                                                           52 392             21 028
Bank balances                                                                     985 128            848 665
                                                                                3 914 747          3 736 088
Assets of discontinued operation and non-current assets held for sale              31 769            108 444

Total assets                                                                    6 512 278          6 523 417
EQUITY AND LIABILITIES
Capital and reserves                                                            2 608 532          2 399 334
Equity holders of the company                                                   2 600 717          2 396 925
Non-controlling interest                                                            7 815              2 409
Non-current liabilities                                                           231 709            299 294
Other financial liabilities                                                       174 629            248 112
Deferred tax liabilities                                                           57 080             51 182
Current liabilities                                                             3 672 037          3 824 789
Other current liabilities*                                                      2 232 473          2 179 104
Excess billings over work done                                                  1 229 212          1 539 683
Taxation                                                                           46 666             26 932
Bank balances                                                                     134 188             33 430
                                                                                3 642 539          3 779 149
Liabilities directly associated with the discontinued operation                    29 498             45 640

Total equity and liabilities                                                    6 512 278          6 523 417
* including interest-bearing liabilities of                                       327 552            171 338

Commentary to the statement of financial position
Total number of net shares in issue                                           173 556 487        174 940 279
Net asset value per ordinary share (cents)                                       1 498,48           1 370,14
Net tangible asset value per ordinary share (cents)                                779,11             651,92

STATEMENT OF CASH FLOWS
                                                                                 Reviewed            Audited
                                                                                12 months          12 months
                                                                                    ended              ended
                                                                              29 February        28 February
                                                                                     2016               2015
                                                                                    R'000              R'000

Cash generated from operations                                                     30 010            301 279
Interest received                                                                  33 144             41 346
Finance costs                                                                    (42 555)           (47 062)
Dividends received                                                                 25 392             14 611
Taxation paid                                                                   (133 447)          (133 603)
Cash flows from operating activities                                             (87 456)            176 571
Expenditure to maintain operating capacity                                       (50 429)           (38 201)
Proceeds from non-current assets held for sale                                    118 899                  –
Expenditure for expansion                                                        (75 105)          (119 602)
Cash flows from investing activities                                              (6 635)          (157 803)
Cash flows from financing activities                                               54 935          (218 947)
Net decrease in cash for the year                                                (39 156)          (200 179)
Effect of exchange rate changes on cash and cash equivalents                       74 893             12 038
Cash and cash equivalents at beginning of year                                    815 235          1 003 410
Cash at the end of the year – Discontinued operation                                 (66)               (34)
Cash at the beginning of the year – Discontinued operation                             34                  –
Cash and cash equivalents at the end of the year                                  850 940            815 235

SEGMENT INFORMATION
                                                 Roads,
                                              Pipelines
                                               & Mining                                             Reconciling
                                               Services           M&E    Structures    Building        segments          Total
                                                  R'000         R'000         R'000       R'000           R'000          R'000
Segment information
29 February 2016
Contract revenue                              2 637 921      1 216 092    2 113 292   3 702 168               –      9 669 473
Intersegment contract revenues                   31 059         42 571      100 862      31 902               –        206 394
Reportable segment profit/(loss)                145 867         49 594       34 421      60 321        (25 685)        264 518
Reportable segment assets                     1 576 826        513 170    1 210 575   1 978 701       1 233 006      6 512 278
Segment information
28 February 2015
Contract revenue                              2 960 508        666 835    2 532 950   4 407 350               –     10 567 643
Intersegment contract revenues                   68 822         51 089      117 047           –            8 752       245 710
Reportable segment profit/(loss)                154 149         24 265       64 285      41 992         (19 388)       265 303
Reportable segment assets                     1 562 031        507 058    1 361 633   1 814 664        1 278 031     6 523 417

The segment information, other than reportable segment assets excludes the discontinued operations.

bridging your expectations

STATEMENT OF CHANGES IN EQUITY
                                                                               Foreign                                    Attributable
                                              Share       Share-based         currency      Revaluation                      to equity
                                        capital and          payments      translation          surplus      Retained       holders of    Non-controlling       Total
                                            premium           reserve          reserve          reserve      earnings      the company           interest      equity
                                              R'000             R'000            R'000            R'000         R'000            R'000              R'000       R'000

Balance at 28 February 2014 audited       1 031 009            29 246          125 164           27 608       981 546        2 194 573                548   2 195 121
Treasury shares disposed                        900           (1 101)                –                –         1 101              900                  –         900
Total comprehensive income                        –                 –              640                –       200 812          201 452              1 861     203 313
Profit for the year                               –                 –                –                –       200 812          200 812              2 349     203 161
Exchange differences on translation
of foreign operations                             –                 –              640                –             –              640              (488)         152

Balance at 28 February 2015 audited       1 031 909            28 145          125 804           27 608     1 183 459        2 396 925              2 409   2 399 334
Acquisition of treasury shares              (4 806)                 –                –                –             –          (4 806)                  –     (4 806)
Realisation of revaluation reserve                –                 –                –           (4 443)        4 443                –                  –          –
Tax on revaluation of properties                  –                 –                –           (5 984)            –          (5 984)                  –     (5 984)
Total comprehensive income                        –                 –           32 265                –       182 317          214 582              5 406     219 988
Profit for the year                               –                 –                –                –       182 317          182 317              3 564     185 881
Other comprehensive income                        –                 –           32 265                –             –           32 265              1 842      34 107

Balance at 29 February 2016               1 027 103            28 145          158 069            17 181    1 370 219        2 600 717              7 815   2 608 532

BASIS OF PREPARATION AND ACCOUNTING POLICIES
The reviewed condensed consolidated results for the year ended 29 February 2016 (results for the year) have been prepared in
accordance with the framework concepts and the measurement and requirements of IFRS. This report contains the information
required by International Accounting Standard (IAS) 34: Interim Financial Reporting, the SAICA Financial Reporting Guides as issued
by the Accounting Practices Committee, and are in compliance with the Listings Requirements of the JSE Limited. The accounting
policies as well as the methods of computation used in the preparation of the results for the period ended 29 February 2016 are in
terms of International Financial Reporting Standards (IFRS) and are consistent with those applied in the audited annual financial
statements for the year ended 28 February 2015. There is no significant difference between the carrying amounts of financial assets
and liabilities and their fair values due to the effective interest rate method. The results are presented in Rands, which is Stefanutti
Stocks' presentation currency.

These results have been compiled under the supervision of the Chief Financial Officer, AV Cocciante, CA(SA).

Auditors' review
The results have been reviewed by the group's auditors, Mazars. Their unqualified review opinion is available for inspection at the
company's registered office. Their review was conducted in accordance with ISRE 2410 "Review of interim financial information
performed by the independent auditor of the entity."

Group profile
Stefanutti Stocks, a leading construction company, operates throughout South Africa, sub-Saharan Africa and the Middle East
with multi-disciplinary expertise including concrete structures, marine construction, piling and geotechnical services, roads and
earthworks, bulk pipelines, mine residue disposal facilities (mainly tailings dams), open pit contract mining, all forms of building
works including affordable housing and mechanical and electrical installation and construction.

COMMENTARY
The Board of Directors can report that overall, the group has produced a reasonable performance reflecting the extremely
challenging trading environment. Management constantly reviews and aligns each business unit and its respective divisions with
the changes being experienced in their particular markets, to ensure their ongoing sustainability.
The group continues to report the Power business as a discontinued operation in terms of IFRS 5: Non-current Assets Held for
Sale and Discontinued Operations, with an associated loss of R30 million (Feb 2015: R56 million) being recorded for the year in
resolving the final disputes with customers.

Due to deteriorating market conditions in the Middle East, specifically within the electromechanical sector, the group has disposed
of its 49% investment in Zener Steward Electromechanical LLC ("Zener"), fulfilling the classification requirements of a discontinued
operation in accordance with IFRS 5. The results for the year ended 28 February 2015 have been restated to extract the results
of the discontinued operation from continuing to discontinued operations in the prior year in accordance with IFRS 5. The loss
attributable to the discontinuance of Zener of R49 million (Feb 2015 restated: R6 million), include the write-down of the carrying
value of the investment, trading losses incurred during the year as well as the effects of the weakening South African Rand against
the United Arab Emirates Dirham.

During the year, the group disposed of its investment property, resulting in a profit of R16 million and a fair value adjustment of
R6 million, which are included in operating profit.

Overview of results
Contract revenue from continuing operations of R9,7 billion decreased by R900 million compared to the previous year (Feb 2015:
R10,6 billion) primarily due to a reduction in revenue from the Building business. Operating profit increased from R335 million in
the previous year to R392 million in the current year. However, after excluding the profit on sale of the investment property and fair
value adjustment, operating profit increased by 10% to R370 million, with the corresponding margin improving from 3,2% to 3,8%.

A market increasingly characterised by delayed payments and reductions in advance payments received from clients has resulted
in a material increase in interest-bearing borrowings to R636 million (Feb 2015: R449 million), with an associated increase in the
interest charge for the year. This, together with the interest on the third and fourth instalment of the Competition Commission
penalty, has had a significant impact on the group's finance costs. When compared with the prior year, the combined impact of the
increase in the finance costs and a decline in the profits of equity accounted investees, from R33 million to R19 million, has resulted
in a similar after tax profit, from continuing operations, of R265 million (Feb 2015 restated: R265 million).

Earnings per share from continuing operations of 149,3 cents (Feb 2015 restated: 150,4 cents) and diluted headline earnings per
share from continuing operations of 128,4 cents (Feb 2015 restated: 136,5 cents) decreased by 0,7 % and 6,0%, respectively.

Earnings per share from total operations (comprising both continuing and discontinued operations) of 104,3 cents (Feb 2015:
114,8 cents) and diluted headline earnings per share from total operations of 83,3 cents (Feb 2015: 104,7 cents) decreased by
9,2% and 20,4%, respectively.

The group's order book, consisting of mainly medium-sized projects, is currently R12,7 billion of which R4,8 billion arises from work
beyond South Africa's borders.

Capital expenditure for the year amounted to R157 million (Feb 2015: R186 million) of which R82 million (Feb 2015: R66 million)
was incurred for maintaining capacity.

A reduction in excess billings over work done of R310 million (Feb 2015: R136 million) received during the year coupled with an
increase in trade receivables resulted in cash generated from operations declining to R30 million (Feb 2015: of R301 million).
Included in cash generated from operations is R141 million consumed by working capital (Feb 2015: R6 million).

Dividends of R25 million (Feb 2015: R15 million) were received during the period from equity accounted investees.

Cash flows in respect of investing activities decreased from R158 million to R7 million predominantly as a result of proceeds from
the disposal of the investment property.

Notwithstanding the above, the cash balance has improved to R851 million (Feb 2015: R815 million).

The weakening of the Rand during the year has had a positive effect on the translation of the foreign cash balances as well as
equity accounted investees.

During the year, the company, through a subsidiary, repurchased 1 383 792 of its own shares at an average price of R3,47 per
share in terms of a resolution passed at the company's most recent Annual General Meeting. These shares will not be cancelled
and will be accounted for as treasury shares.

The amount of R34 million recognised in other comprehensive income arises from the translation of foreign operations as well
as the realisation of the foreign currency translation reserve resulting from the disposal of the foreign investment and investment
property.

Review of operations
Roads, Pipelines & Mining Services (RPM)
In an increasingly competitive market RPM again performed as expected. However, contract revenue declined to R2,6 billion from
R3,0 billion as reported in the prior year, with a slight reduction in operating profit to R213 million (Feb 2015: R221 million). The
operating profit margin increased from 7,5% to 8,1%.

The Roads & Earthworks and Swaziland divisions have delivered good results. Although these divisions continue to receive a
steady flow of medium-sized tender enquiries, operating margins will come under pressure due to the increasingly competitive
environment. Some encouraging contract awards are anticipated in the short term.

Mining Services has performed well. However, ongoing delays in the award of contracts together with the weaker commodity prices
and negative investor sentiment in the mining sector, will have an adverse impact on the number of projects coming to market. This
will affect the order book going forward.

In a market characterised by a shortage of projects and increased competition, the Pipelines division produced a poor performance
for the year. The business has been scaled down and the order book remains of concern.

The Zambian operation performed to expectation. Agreement has been reached with the Zambian Roads Development Agency to
extend contract durations in order to accommodate their budget. Additional projects have also been secured in the private sector.
RPM's order book at February 2016 was R4,9 billion (Feb 2015: R5,1 billion).

Mechanical & Electrical (M&E)
The M&E business unit has delivered good results on the back of available petrochemical projects. Contract revenue and operating profit
increased to R1,2 billion (Feb 2015: R667 million) and R66 million (Feb 2015: R35 million) respectively, whilst maintaining an operating
profit margin of 5,4% (Feb 2015: 5,3%).

All the divisions within the business unit performed well. The Mechanical division's order book is under pressure due to the lack of work
in the traditional mining infrastructure environment. There are some potential opportunities on existing mining plants, operating power
stations and cross border prospects.

M&E's order book at February 2016 was R1,2 billion (Feb 2015: R1,2 billion).

Structures
Due to the significant reduction in infrastructure projects emanating from both the government and private sectors, Structures
ended the year with a reduction in contract revenue and operating profit to R2,1 billion (Feb 2015: R2,5 billion) and R47 million
(Feb 2015: R79 million) respectively. An operating profit margin of 2,2% from the 3,1% of the previous year, bears testament to the
continuing decline in the infrastructure market available to this business unit. Cost cutting measures are ongoing as the business
aligns itself to market conditions.

The Civils divisions continue to perform to expectations, within the constraints of limited infrastructure spend. The number of large
projects available in the market remains limited and work is being secured predominantly from medium-sized projects (R100 million
to R350 million). This trend is expected to continue in the medium term.

The Geotechnical division performed well and met its financial targets within the overall structures and building markets in which it
operates. Medium to larger anchor projects are scarce.

The lack of infrastructure spend now experienced in the local marine environment together with a loss making project, has resulted
in the Marine division yielding a negative result for the first time in the company's history. This division's order book remains under
pressure. Other than a few potential projects in South Africa, mainly cross-border opportunities along the sub-Saharan coastline
of Africa are being pursued.

At February 2016 Structures' order book was R2,0 billion (Feb 2015: R2,2 billion).

Building
As a consequence of the ongoing competitive trading environment, the Building business unit's contract revenue reduced to
R3,7 billion from R4,4 billion. The operating profit, excluding the profit on sale of the investment property and fair value adjustment,
improved to R45 million (Feb 2015: R5 million), resulting in an operating profit margin of 1,2% (Feb 2015: 0,1%). The results of the
equity accounted Middle East operation is excluded from operating profit.

The Housing, KwaZulu-Natal and South divisions continue to produce encouraging results.

Although all contracts within the Inland division were profitable the delay in contract awards have resulted in holding costs not being
recovered. Potential awards are imminent which should improve the financial position for the following year.

Overall the cross-border operations contributed positively to the business unit's performance, with Mozambique generating the
greater portion of the returns.
Building's order book at February 2016 was R4,2 billion (Feb 2015: R4,2 billion).

Safety
Management and staff remain committed to enhance health and safety policies, procedures and together strive to constantly
improve the group's safety performance. The group's Lost Time Injury Frequency Rate (LTIFR) as at end February 2016 improved
to 0,10 from 0,20 of the comparative year. The group's Recordable Case Rate (RCR) for the year reduced to 0,59 as opposed to
the 1,49 recorded at February 2015.

Discontinued operations
During the year, the group finalised its exit strategy from the Power business. This involved the sale of certain items of plant and
equipment, settlement of financing arrangements and finalisation of outstanding contractual related matters.

Power                                                                                             Feb 2016            Feb 2015
Statement of profit or loss and other comprehensive income                                           R'000               R'000

Revenue                                                                                                  –              75 260
Other income                                                                                             –                  84
Expenses                                                                                          (41 331)           (154 971)
Loss before tax                                                                                   (41 331)            (79 627)
Tax                                                                                                 11 567              23 744
Loss after tax                                                                                    (29 764)            (55 883)

                                                                                                  Feb 2016            Feb 2015
Statement of financial position                                                                      R'000               R'000
Non-current assets                                                                                       –              22 066
Current assets                                                                                      31 769              62 908
Total assets                                                                                        31 769              84 974
Non-current liabilities                                                                              1 769               8 821
Current liabilities                                                                                 27 729              36 819
Total liabilities                                                                                   29 498              45 640

The disposal of the group's 49% investment in Zener occurred on 1 January 2016. The amounts recognised on the discontinuance
of Zener are reflected below.
Zener Steward                                                                                         2016                2015
                                                                                                     R'000               R'000

Share of losses of equity-accounted investees                                                     (34 672)             (6 259)
Net gain on disposal of foreign investment                                                           6 768                   –
Provision for bad debt                                                                            (20 969)                   –
Loss for the year                                                                                 (48 873)             (6 259)
The effect of the discontinued operations on earnings per share are as follows:
Loss per share (cents)                                                                             (44,99)             (35,53)
Diluted loss per share (cents)                                                                     (41,81)             (33,04)

Two unutilised properties, which were included as part of non-current assets held for sale in the prior year, were disposed of during
the current year.

Outlook and strategy
As mentioned in previous reporting periods, due to low level of business confidence in the private and lack of activity in the
government sector, the South African construction market continues to be extremely challenging. The escalating levels of
competition for available work may further impact operating profit margins going forward.

Notwithstanding the above, there remains potential growth in certain sectors of the economy, which provide opportunities for our
Roads & Earthworks, Building, Oil & Gas and Electrical & Instrumentation operations. In other sectors the group is well positioned
to take advantage of the medium-sized projects coming to the local marketplace to maintain the order book.

The group maintains its focus on cash management across all its businesses.

Our multi-disciplinary and geographically diversified business structure continues to provide a robust platform upon which the group
is able to position itself as a strong competitor in the Southern African construction market.

The group continues to look for opportunities both in Southern Africa and on a more selective basis further afield in sub-Saharan Africa.
Over the past two years the order book has remained relatively constant between R12,0 and R13,0 billion. There are potential cross
border awards in the short to medium term that will improve the order book.

The auditors have not reviewed any forward looking statements.
Competition Commission matters
In addition to the two matters previously reported the company has received a third legal notification, arising out of the Competition
Commission Fast Track Settlement Process in 2013.

Previously reported, the first matter relates to a complaint initiated by the Competition Commission into an alleged "World Cup Stadia
Meeting", which has been referred to the Competition Tribunal for adjudication. Stefanutti Stocks has been cited as one of the respondents.

The second matter relates to a civil damages claim initiated by the City of Cape Town in respect of the Green Point Stadium,
following the findings and the imposition of administrative penalties by the competition authorities. Stefanutti Stocks has been cited
as one of the defendants.

A new and third matter relates to a civil damages claim initiated by SANRAL in respect of the Gauteng Freeway Improvement
Project, following the findings and the imposition of administrative penalties by the competition authorities. Stefanutti Stocks has
been cited as one of the defendants.

Stefanutti Stocks is confident that on the facts currently available, it will be able to successfully defend all the above matters and it
has accordingly not made any provision for these.

In conjunction with 14 other contractors, Stefanutti Stocks received notice from the Construction Industry Development Board of its
intention to launch a formal inquiry regarding the contractor's conduct that gave rise to the penalties imposed by the Competition
Commission. This process has not been finalised.

Dividend declaration
Notice is hereby given that no dividend will be declared (Feb 2015: Nil).

Subsequent events
With effect from 1 March 2016, the group acquired an effective 74% stake in the following two empowered construction businesses
active in the South African petrochemical market:
- KLB Mkhize Electrical Projects Proprietary Limited (KLB), an electrical and instrumentation company for a purchase
  consideration of R7 million and
- Celik Engineering Proprietary Limited (Celik), a mechanical and structural piping engineering company for a purchase
  consideration of R2 million.

In terms of IFRS 3: Business Combinations the initial accounting for the acquisition has only been determined provisionally, as the
Purchase Price Allocation has not been completed. The carrying value of assets and liabilities, as noted in the table below, are
based on unaudited amounts and approximate the fair value of assets and liabilities before acquisition.

                                                                                                             KLB           Celik
Acquisition date                                                                                    1 March 2016    1 March 2016
Voting equity                                                                                               74 %            74 %
                                                                                                      Fair value      Fair value
Unaudited at acquisition values                                                                            R'000           R'000
Non-current assets                                                                                           473             239
Property, Plant and Equipment                                                                                473             239
Current assets                                                                                             7 404           2 402
Trade and other receivables                                                                                6 168           1 747
Intergroup loans                                                                                             652               –
Bank balances                                                                                                584             655
Non-current liabilities                                                                                      708             486
Shareholders' loans                                                                                          708             486
Current liabilities                                                                                        4 706           1 801
Trade and other payables                                                                                   3 203             775
Intergroup loan accounts                                                                                       –             803
Taxation                                                                                                   1 503             223
Net asset value                                                                                            2 463             354
Cost of acquisition                                                                                        7 000           2 000
Cash paid                                                                                                      –               –
Goodwill arising on acquisition                                                                            4 537           1 646
Revenue for the year 1 March 2015 to 29 February 2016                                                     32 223           6 133
Profit before tax for the year 1 March 2015 to 29 February 2016                                            5 366             795
Acquisition related costs                                                                                    105             105

The above transactions will be settled in cash. The goodwill arising from the acquisitions is attributable to the cost of acquiring
empowered companies established in a select industry in the South African market. The carrying value of trade receivables
amounting to R6 million and R2 million respectively, approximates the fair value and the group is of the opinion that all receivables
will be recovered. The acquisition-related costs were incurred subsequent to year-end.

The third instalment of the Competition Commission penalty amounting to R77 million including interest, was paid on 23 March 2016.
No other material reportable events have occurred between the reporting date and the date of this announcement.

Appreciation
We would like to extend our appreciation to the board, management and staff, for their continued commitment and dedication during
these challenging times. We would also like to extend our gratitude to all our customers, suppliers, service providers and shareholders for
their ongoing support. We trust that this commitment and support will continue as we strive to further enhance our business performance.

On behalf of the board

Kevin Eborall                                                           Willie Meyburgh
Chairman                                                        Chief Executive Officer

Published on 19 May 2016

Directors:
Non-executive directors:
KR Eborall(#) (Chairman), NJM Canca(#), ZJ Matlala(#), T Eboka(#), LB Sithole(#), JWLM Fizelle(#) (alternate to LB Sithole)
HJ Craig(#), ME Mkwanazi(#), DG Quinn

Executive directors:
W Meyburgh (Chief Executive Officer), AV Cocciante (Chief Financial Officer)
(#) Independent

Registered office:
Protec Park, Corner Zuurfontein Avenue and Oranjerivier Drive, Chloorkop, 1619
(PO Box 12394, Aston Manor, 1630)

Bridge Capital Advisors Proprietary Limited
2nd Floor, 27 Fricker Road, Illovo Boulevard, Illovo, 2196
(PO Box 651010, Benmore, 2010)

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

Auditors:
Mazars
Mazars House, 54 Glenhove Road, Melrose Estate, Johannesburg, 2196
(PO Box 6697, Johannesburg, 2000)

Company secretary:
W Somerville
20 Lurgan Road, Parkview, 2193

This announcement together with the investor presentation
is available on the company's website.

www.stefanuttistocks.com

Date: 19/05/2016 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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