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CANCELLATION OF S393727 Change statement and notice of annual general meeting
ROLFES HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/002715/06)
Share Code: RLF & ISIN: ZAE000159836
("Rolfes" or "the Company")
CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING
Change Statement, Consolidated Annual Financial Statements and
Integrated Report
Shareholders are hereby advised that the Integrated Report
incorporating the audited annual financial statements for the
year ended 30 June 2017 and notice of annual general meeting,
were distributed to shareholders of Rolfes today, 21 December
2017. The report contains certain modifications to the Reviewed
Provisional Condensed Consolidated Financial Results published
on SENS on 2 October 2017.
The integrated report incorporating the audited annual financial
statements for the year ended 30 June 2017 and the notice of
annual general meeting to shareholders are available on the
company website, hosted at www.rolfesza.com.
There was an adjustment to the net realisable value of the
discontinued Silica mine inventory. The difference amounted to
R11 million and resulted in a reduction of the inventory and a
corresponding increase in the loss of 6,82 cents per share
relating to discontinued operations; the continuing operations
earnings remain unchanged. Proposals in respect of the sale of
the mine are currently being reviewed.
The consolidated financial results in the integrated report
contains corrections between finance income and finance costs
in the consolidated statement of profit or loss and other
comprehensive income. These corrections relate to
reclassifications and had no effect on earnings when compared
to the aforementioned published reviewed results for the year
ended 30 June 2017. The finance income decreased by R 4,3 million
(2016 – R 4,7 m decrease), with the corresponding adjustment
against finance cost. (This was a reallocation of the
elimination of intergroup transactions).
Consolidated statements of profit or loss and other comprehensive income for the year ended 30 June 2017
2017 2016
Reviewed Audited Reviewed Audited
2 October Change 15 December 2 October Change 15 December
2017 2017 2017 2017
Continuing operations: R'000 R'000 R'000 R'000 R'000 R'000
Revenue
1,437,409 - 1,437,409 1,310,387 - 1,310,387
Cost of sales
(1,138,140) - (1,138,140) (1,026,946) - (1,026,946)
Gross profit
299,269 - 299,269 283,441 - 283,441
Other income
13,675 - 13,675 12,311 - 12,311
Distribution expenses
(8,974) - (8,974) (9,718) - (9,718)
Marketing expenses
(2,529) - (2,529) (3,362) - (3,362)
Administration
expenses (16,747) - (16,747) (16,002) - (16,002)
Impairments
(5,996) - (5,996) (10,324) - (10,324)
Other expenses
(163,516) - (163,516) (147,852) - (147,852)
Operating profit
before interest 115,182 - 115,182 108,494 - 108,494
Finance income 9,213 (4,299) 4,914 5,975 (4,717) 1,258
Finance cost
(35,071) 4,299 (30,772) (38,687) 4,717 (33,970)
Profit before taxation
89,324 - 89,324 75,782 - 75,782
Income tax
(25,533) - (25,533) (25,586) - (25,586)
Profit from continuing
operations 63,791 - 63,791 50,196 - 50,196
Discontinued
operations:
(Loss)/profit from
discontinued (42,500) (11,000) (53,500) 2,858 - 2,858
operations, net of tax
Profit
21,291 (11,000) 10,291 53,054 - 53,054
Other comprehensive
income, net of
taxation (continuing
operations) *
Items that may be
reclassified
subsequently to profit
or loss:
Exchange differences 1,360 - 1,360 (2,272) - (2,272)
on translating of
foreign operations
Total comprehensive
income (continuing 65,151 - 65,151 47,924 - 47,924
operations) *
Profit for the year
attributable to:
Owners of the parent
22,467 (11,000) 11,467 55,620 - 55,620
Non-controlling
interest (1,176) - (1,176) (2,566) - (2,566)
21,291 (11,000) 10,291 53,054 - 53,054
Other comprehensive
income for the year
attributable to
(continuing
operations):
Owners of the parent
66,327 - 66,327 50,490 - 50,490
Non-controlling
interest (1,176) - (1,176) (2,566) - (2,566)
65,151 - 65,151 47,924 - 47,924
Earnings & headline
earnings per share:
Group:
– Earnings (basic &
diluted) (cents) 7.11 6.82 13.93 37.59 - 37.59
– Headline earnings
(basic & diluted) 20.56 6.82 27.38 42.62 - 42.62
(cents)
Continuing operations:
– Earnings (basic &
diluted) (cents) 40.28 - 40.28 35.66 - 35.66
– Headline earnings
(basic & diluted) 41.01 - 41.01 40.69 - 40.69
(cents)
Discontinued
operations:
– Earnings (basic &
diluted) (cents) (33.17) 6.82 (26.35) 1.93 - 1.93
– Headline earnings
(basic & diluted) (20.45) 6.82 (13.63) 1.93 - 1.93
(cents)
* Note that the Discontinued operations did not have any transactions that affected the "Other
comprehensive income" section, therefore the results are only presented for the continuing operations.
The directors remain of the view that normalised headline
earnings per share from continuing operations are the most
meaningful measure for evaluating the groups operational
performance and this remains unchanged from the reviewed results
of 50,46 cents per share.
In addition, the consolidated financial results in the
integrated report contains corrections between certain line
items in the consolidated statement of financial position. These
corrections relate to reclassifications and had no effect on
earnings when compared to the aforementioned published reviewed
results for the year ended 30 June 2017, the movements are set
out below:
Consolidated statements of financial position
2017 2016
Reviewed Audited Reviewed Audited
2 October Change 15 2 October Change 15
2017 December 2017 December
2017 2017
R'000 R'000 R'000 R'000 R'000 R'000
ASSETS
Non-current assets
379,593 14,132 393,725 385,766 8,873 394,639
Property, plant and
equipment 104,307 - 104,307 121,594 - 121,594
Intangible assets
and goodwill 269,172 - 269,172 261,793 - 261,793
Deferred tax asset
6,114 14,132 20,246 2,379 8,873 11,252
- -
Current assets
575,971 15,431 591,402 665,170 1,807 666,977
Inventories
285,744 (10,162) 275,582 336,628 - 336,628
Trade and other
receivables 212,269 25,548 237,817 274,271 (4,883) 269,388
Short-term loans
- - - - 4,883 4,883
Cash and cash
equivalents 71,970 - 71,970 48,446 1,807 50,253
Current tax asset
5,988 45 6,033 5,825 - 5,825
Total assets
955,564 29,563 985,127 1,050,936 10,680 1,061,616
EQUITY AND
LIABILITIES
Equity
Stated capital
208,588 - 208,588 208,588 - 208,588
Treasury shares (868) - (868) (868) - (868)
Retained earnings
292,778 (11,000) 281,778 288,736 - 288,736
Reserves
(697) - (697) (2,057) - (2,057)
Owners of the parent
499,801 (11,000) 488,801 494,399 - 494,399
Non-controlling
interest (3,169) - (3,169) (2,502) - (2,502)
Total equity
496,632 (11,000) 485,632 491,897 - 491,897
Non-current
liabilities 253,173 9,727 262,900 250,039 8,873 258,912
Interest-bearing
liabilities 226,057 (4,405) 221,652 223,360 - 223,360
Deferred tax
liability 13,394 14,132 27,526 19,131 8,873 28,004
Provisions
13,722 - 13,722 7,548 - 7,548
Current liabilities
205,759 30,836 236,595 309,000 1,807 310,807
Trade and other
payables 183,277 25,606 208,883 284,135 (3,532) 280,603
Short-term loans -
- - - 25 25
Derivative liability - 780 -
780 3,507 3,507
Interest-bearing
liabilities 19,635 4,405 24,040 23,351 - 23,351
(current)
Bank overdraft -
- - 48 1,807 1,855
Current tax
liability 2,847 45 2,892 1,466 - 1,466
Total equity and
liabilities 955,564 29,563 985,127 1,050,936 10,680 1,061,616
The major adjustments relating to the 2017 financial year are
summarised as follows:
-? Non-current assets and current liabilities:
o changed by R 14,1 million (2016 – R 8,9m), being an
increase in deferred tax asset with the corresponding
adjustment going against deferred tax liability.
- Current assets, current liabilities and equity:
o changed by R 25,4 million (2016 – R 4,8m decrease),
being an increase in trade and other receivables with
the corresponding adjustment against trade and other
payables. (This was a reallocation of the elimination
of intergroup balances).
o changed by R 11,0 million, being the adjustment to the
net realisable value of the Silica inventory with the
corresponding adjustment going against retained
earnings.
- Non-current liabilities and current liabilities:
o Other than the adjustment to deferred tax liability
there was a reclassification of R 4,4 million reducing
long term interest bearing debt with the corresponding
adjustment increasing short term interest bearing
debt.
Notice of annual general meeting
Notice is hereby given to the shareholders of Rolfes as at
Friday, 15 December 2017, being the record date to receive notice
of the annual general meeting in terms of section 59(1)(a)of the
Companies Act, that the annual general meeting of Rolfes’
shareholders will be held at 09h00 on Thursday, 25 January 2017
at First Floor, The Oval West, Wanderers Office Park, Illovo,
2196 to transact the business as stated in the notice of the
annual general meeting forming part of the Integrated Report
posted to shareholders, which meeting is to be participated in
and voted at by shareholders registered as such on Thursday, 18
January 2018.
Johannesburg
21 December 2017
Sponsor: Grindrod Bank Limited
Investor relations: Singular Systems
Date: 21/12/2017 03:29:59 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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