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ROLFES HOLDINGS LIMITED - CANCELLATION OF S393727 Change statement and notice of annual general meeting

Release Date: 21/12/2017 15:29
Code(s): RLF     PDF:  
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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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