OCEANA GROUP LIMITED - Unaudited interim results for the six months ended 31 March 2018

Release Date: 17/05/2018 16:30
Code(s): OCE
 
Wrap Text
Unaudited interim results for the six months ended  31 March 2018

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: ZAE 000025284
("Oceana" or "the company" or "the group")

UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 31 MARCH 2018

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the period ended 31 March 2018
                                                                                       Unaudited      Unaudited                 Audited
                                                                                      six months     six months                    year
                                                                                           ended          ended                   ended 
                                                                                     31 Mar 2018    31 Mar 2017    Change   30 Sep 2017   
                                                                            Note           R'000          R'000         %         R'000   
Revenue                                                                                3 489 151      3 140 602        11     6 807 927   
Cost of sales                                                                          2 176 284      1 918 812        13     4 360 013   
Gross profit                                                                           1 312 867      1 221 790         7     2 447 914   
Sales and distribution expenditure                                                       268 550        243 750        10       548 078   
Marketing expenditure                                                                     23 143         15 373        51        48 299   
Overhead expenditure                                                                     475 931        405 100        17       795 533   
Net foreign exchange loss                                                                 21 414         44 677      (52)        60 940   
Operating profit before associate and joint
venture (loss)/profit                                                                    523 829        512 890         2       995 064   
Associate and joint venture (loss)/profit                                               (29 132)        (8 629)     (238)         6 364   
Operating profit before other operating items                                            494 697        504 261       (2)     1 001 428   
Other operating (expense)/income items                                         3        (15 922)            774   (2 157)         8 701   
Operating profit                                                                         478 775        505 035       (5)     1 010 129   
Investment income                                                                         22 063         14 927        48        29 248   
Interest expense                                                                       (169 887)      (186 073)       (9)     (372 405)   
Profit before taxation                                                                   330 951        333 889       (1)       666 972   
Taxation (income)/expense                                                      4        (46 731)        104 856     (145)       187 622   
Profit after taxation                                                                    377 682        229 033        65       479 350   

Other comprehensive income                                                                                                                
Items that may be reclassified subsequently to                                                                                            
profit or loss:                                                                                                                           
Movement on foreign currency translation reserve                                       (488 743)      (136 394)               (145 763)   
Movement on foreign currency translation reserve of
associate and joint ventures                                                            (31 299)        (1 542)                 (8 234)   
Movement on cash flow hedging reserve                                                      8 469       (20 907)                   9 438   
Income tax related to loss recognised in equity                                                                                      70   

Other comprehensive income, net of taxation                                            (511 573)      (158 843)               (144 489)   

Total comprehensive income for the period                                              (133 891)         70 190     (291)       334 861   
Profit after taxation attributable to:                                                                                                    
Shareholders of Oceana Group Limited                                                     364 873        226 324        61       468 310   
Non-controlling interests                                                                 12 809          2 709       373        11 040   
                                                                                         377 682        229 033        65       479 350   
Total comprehensive income for the period
attributable to:                                                                                    
Shareholders of Oceana Group Limited                                                   (146 700)         67 481     (317)       323 821   
Non-controlling interests                                                                 12 809          2 709       373        11 040   
                                                                                       (133 891)         70 190     (291)       334 861   
Earnings per share (cents)                                                                                                                
Basic                                                                                      312.5          194.0        61         401.3   
Diluted                                                                                    286.6          176.7        62         366.5   

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 31 March 2018
                                                                                                    Unaudited    Unaudited      Audited   
                                                                                                       31 Mar       31 Mar       30 Sep   
                                                                                                         2018         2017         2017   
                                                                                           Notes        R'000        R'000        R'000   
ASSETS                                                                                                                                    
Non-current assets                                                                                  5 732 916    6 514 249    6 493 594   
Property, plant and equipment                                                                       1 444 943    1 616 962    1 604 099   
Intangible assets                                                                                   3 901 285    4 448 917    4 434 878   
Derivative assets                                                                              5       11 594        4 197        1 837   
Deferred taxation                                                                                      27 178       15 724       27 616   
Investments and loans                                                                                 347 916      428 449      425 164   
Current assets                                                                                      3 321 484    3 733 335    3 549 631   
Inventories                                                                                         1 035 551    1 197 337    1 201 049   
Accounts receivable                                                                                 1 366 554    1 456 850    1 071 444   
Taxation                                                                                               62 642       95 681       55 098   
Cash and cash equivalents                                                                             856 737      983 467    1 222 040   

Total assets                                                                                        9 054 400   10 247 584   10 043 225   

EQUITY AND LIABILITIES                                                                                                                    
Capital and reserves                                                                                3 596 402    3 608 689    3 756 629   
Stated capital                                                                                      1 187 724    1 184 684    1 184 194   
Foreign currency translation reserve                                                                (254 130)      281 973      265 912   
Capital redemption reserve                                                                                             130                
Cash flow hedging reserve                                                                             (3 679)     (42 563)     (12 148)   
Share-based payment reserve                                                                            86 617       93 491       92 586   
Distributable reserves                                                                              2 499 021    2 000 821    2 134 148   
Interest of own shareholders                                                                        3 515 553    3 518 536    3 664 692   
Non-controlling interests                                                                              80 849       90 153       91 937   

Non-current liabilities                                                                             3 414 375    4 675 821    3 924 245   
Liability for share-based payments                                                                     11 134       32 321       17 019   
Long-term loans                                                                                     2 918 015    3 962 558    3 209 875   
Derivative liabilities                                                                         6                     1 723        6 283   
Deferred taxation                                                                                     485 226      679 219      691 068   
Current liabilities                                                                                 2 043 623    1 963 074    2 362 351   
Accounts payable and provisions                                                                     1 175 841    1 162 715    1 221 941   
Current portion - long-term loan                                                                      844 062      578 991      954 026   
Current portion - derivative liabilities                                                       6                   164 615      164 181   
Taxation                                                                                               23 720       56 753       22 203   

Total equity and liabilities                                                                        9 054 400   10 247 584   10 043 225   

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the period ended 31 March 2018
                                                                                                Unaudited      Unaudited        Audited
                                                                                               six months     six months           year
                                                                                                    ended          ended          ended   
                                                                                              31 Mar 2018    31 Mar 2017    30 Sep 2017   
                                                                                                    R'000          R'000          R'000   
Balance at the beginning of the period                                                          3 756 629      4 007 699      4 007 699   
Total comprehensive income for the period                                                       (133 891)         70 190        334 861   
Profit after taxation                                                                             377 682        229 033        479 350   
Movement on foreign currency translation reserve                                                (488 743)      (136 394)      (145 763)   
Movement on foreign currency translation reserve of associate
and joint ventures                                                                               (31 299)        (1 542)        (8 234)   
Movement on cash flow hedging reserve                                                               8 469       (20 907)          9 438   
Income tax related to loss recognised in equity                                                                                      70   
Share-based payment expense                                                                         8 041          8 366          9 664   
Share-based payment exercised                                                                    (10 480)       (21 447)       (24 740)   
Decrease in treasury shares held by share trusts                                                                     493          1 235   
(Loss)/profit on sale of treasury shares                                                                           (962)          1 153   
Oceana Empowerment Trust dividend distribution                                                                  (23 829)       (29 734)   
Dividends paid                                                                                   (23 897)      (431 821)      (543 509)   
Balance at the end of the period                                                                3 596 402      3 608 689      3 756 629   

Comprising:                                                                                                                               
Stated capital*                                                                                 1 187 724      1 184 684      1 184 194   
Foreign currency translation reserve                                                            (254 130)        281 973        265 912   
Capital redemption reserve                                                                                           130                  
Cash flow hedging reserve                                                                         (3 679)       (42 563)       (12 148)   
Share-based payment reserve*                                                                       86 617         93 491         92 586   
Distributable reserves                                                                          2 499 021      2 000 821      2 134 148   
Non-controlling interests                                                                          80 849         90 153         91 937   
Balance at the end of the period                                                                3 596 402      3 608 689      3 756 629   

*R3.5 million (March 2017: R4.5 million) was transferred between stated capital and share-based payment reserve during the period.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the period ended 31 March 2018
                                                                                             Unaudited        Unaudited         Audited
                                                                                            six months       six months            year
                                                                                                 ended            ended           ended   
                                                                                           31 Mar 2018      31 Mar 2017     30 Sep 2017   
                                                                                                 R'000            R'000           R'000   
Cash flow from operating activities                                                                                                       
Operating profit before associate and joint venture (loss)/profit                              523 829          512 890         995 064   
Adjustment for non-cash and other items                                                        132 774           33 632         151 605   
Cash operating profit before working capital changes                                           656 603          546 522       1 146 669   
Working capital changes                                                                      (245 797)           39 529         560 579   
Cash generated from operations                                                                 410 806          586 051       1 707 248   
Investment income received                                                                      33 390           24 203          37 966   
Interest paid                                                                                (155 717)        (199 677)       (344 895)   
Taxation paid                                                                                (108 649)         (67 361)       (148 456)   
Dividends paid                                                                                (23 897)        (455 650)       (573 243)   
Cash inflow/(outflow) from operating activities                                                155 933        (112 434)         678 620   

Cash outflow from investing activities                                                       (253 009)         (67 329)       (191 097)   
Capital expenditure                                                                           (68 602)         (83 347)       (154 476)   
Replacement of intangible assets                                                              (14 615)          (6 035)        (38 772)   
Proceeds on disposal of property, plant and equipment                                            9 952            2 636          15 900   
Payment on disposal of non-current assets held for sale                                                                         (2 900)   
Movement on loans and advances                                                                   5 492           19 417        (11 167)   
Acquisition of subsidiary                                                                          (2)                                    
Acquisition of a joint venture                                                                     (2)                                    
Settlement of put premium                                                                    (185 232)                                    
Decrease of investment                                                                                                              318   
Cash outflow from financing activities                                                       (208 186)        (121 668)       (553 613)   
Proceeds from issue of share capital                                                                                953           2 387   
Long-term borrowings (repaid)/raised                                                                          (122 621)         300 000   
Short-term borrowings repaid                                                                 (200 353)                        (831 260)   
Equity-settled share-based payment                                                             (7 833)                         (24 740)   

Net decrease in cash and cash equivalents                                                    (305 262)        (301 431)        (66 090)   
Cash and cash equivalents at the beginning of the period                                     1 222 040        1 312 942       1 312 942   
Effect of exchange rate changes                                                               (60 041)         (28 044)        (24 812)   
Cash and cash equivalents at the end of the period                                             856 737          983 467       1 222 040   

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 31 March 2018

1.  BASIS OF PREPARATION
    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 Companies Act of South Africa. 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 2017, except for the adoption of revised standards that became effective during the
    current period. The adoption of these standards 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.

                                     Canned     Fishmeal                             Commercial
                                   fish and          and        Horse    Lobster           cold
                                   fishmeal     fish oil     mackerel        and    storage and    Deferred
    March 2018                     (Africa)        (USA)     and hake      squid      logistics    taxation   Financing(3)        Total
    Segment                           R'000        R'000        R'000      R'000          R'000       R'000          R'000        R'000
2.  SEGMENTAL
    RESULTS                                                                                                                             
    Operating results                                                                                                                   
    Revenue                       1 893 511      614 361      672 053    102 357        206 869                               3 489 151
    Operating profit before
    other operating items           178 541       72 618      175 769     27 003         40 766                                 494 697
    Other operating items           (7 526)     (11 893)        3 497                                                          (15 922)
    Operating profit                171 015       60 725      179 266     27 003         40 766                                 478 775
    Investment income                19 036                     3 067                      (40)                                  22 063
    Interest expense              (120 997)     (45 814)      (2 893)       (78)          (105)                               (169 887)
    Profit before taxation           69 054       14 911      179 440     26 925         40 621                                 330 951
    Taxation expense/(income)        25 645    (152 181)       56 344      7 520         15 941                                (46 731)
    Profit after tax for
    the period                       43 409      167 092      123 096     19 405         24 680                                 377 682
    The above profit for the
    period include the following:                                                                                                       
    Depreciation
    and amortisation                 31 241       45 548       44 316      1 386         10 804                                 133 295
    Statement of
    financial position                                                                                                                  
    Total assets                  2 058 917    5 138 513      553 727     57 492        252 330     27 178         966 243    9 054 400
    Total liabilities               770 359       67 511      231 037     38 895         80 642    485 226       3 784 328    5 457 998
    The above amounts of
    assets and liabilities
    includes the following:                                                                                                          
    Interest in associate and
    joint ventures                  132 738      105 670                       1                                                238 409

                                                              South
                                                         Africa and      Other        North
    March 2018                                              Namibia     Africa      America    Europe    Far East     Other       Total
    Region                                                    R'000      R'000        R'000     R'000       R'000     R'000       R'000
    Revenue(1)                                            2 017 030    341 770      530 611   311 101     216 060    72 579   3 489 151
    Non-current assets(2)                                   853 428               4 492 800                                   5 346 228
    
                                   Canned    Fishmeal                              Commercial
                                 fish and         and        Horse    Lobster            cold
                                 fishmeal    fish oil     mackerel        and     storage and     Deferred
    March 2017                   (Africa)       (USA)     and hake      squid       logistics     taxation   Financing(3)         Total
    Segment                         R'000       R'000        R'000      R'000           R'000        R'000          R'000         R'000
    Operating results                                                                                                                
    Revenue                     1 671 436     704 733      490 519     73 875         200 039                                 3 140 602
    Operating profit before
    other operating items         119 843     216 299      101 361     19 732          47 026                                   504 261
    Other operating items             774                                                                                           774
    Operating profit              120 617     216 299      101 361     19 732          47 026                                   505 035
    Investment income              10 526                    4 247         70              84                                    14 927
    Interest expense            (143 236)    (40 867)      (1 767)      (101)           (102)                                 (186 073)
    Profit before taxation       (12 093)     175 432      103 841     19 701          47 008                                   333 889
    Taxation (income)/expense     (9 607)      60 665       31 649      5 529          16 620                                   104 856
    Profit after tax for
    the period                    (2 486)     114 767       72 192     14 172          30 388                                   229 033
    The above profit for
    the period include
    the following:                                                                        
    Depreciation
    and amortisation               29 768      49 255       32 195      1 378          10 293                                   122 889
    Statement of
    financial position                                                                                                                
    Total assets                2 305 618   5 937 767      549 465     49 547         260 405       15 724      1 129 058    10 247 584
    Total liabilities             846 027     258 540      193 359     35 965          67 444      679 219      4 558 341     6 638 895
    The above amounts of
    assets and liabilities
    includes the following:                                                                                                           
    Interest in associate and
    joint ventures                144 990     137 866                       1                                                   282 857
    
                                                               South
                                                          Africa and      Other       North
    March 2017                                               Namibia     Africa     America     Europe  Far East      Other       Total
    Region                                                     R'000      R'000       R'000      R'000     R'000      R'000       R'000
    Revenue(1)                                             1 708 506    179 056     541 547    388 357   222 355    100 781   3 140 602
    Non-current assets(2)                                    868 606              5 197 273                                   6 065 879
    
                                      Canned    Fishmeal                            Commercial
                                    fish and         and        Horse    Lobster          cold
                                    fishmeal    fish oil     mackerel        and   storage and     Deferred
    September 2017                  (Africa)       (USA)     and hake      squid     logistics     taxation   Financing(3)        Total
    Segment                            R'000       R'000        R'000      R'000         R'000        R'000          R'000        R'000
    Operating results                                                                                                                
    Revenue                        3 768 707   1 438 605    1 054 153    144 907       401 555                                6 807 927
    Operating profit before
    other operating items            276 622     390 230      197 559     37 827        99 190                                1 001 428
    Other operating items             11 601                                           (2 900)                                    8 701
    Operating profit                 288 223     390 230      197 559     37 827        96 290                                1 010 129
    Investment income                 19 792           7        7 907         54         1 488                                   29 248
    Interest expense               (277 276)    (88 843)      (6 027)       (37)         (222)                                (372 405)
    Profit before taxation            30 739     301 394      199 439     37 844        97 556                                  666 972
    Taxation (income)/expense       (11 142)      94 333       59 886     10 540        34 005                                  187 622
    Profit after tax for
    the year                          41 881     207 061      139 553     27 304        63 551                                  479 350
    The above profit for the
    year include the following:                                                                                                      
    Depreciation
    and amortisation                  61 170      95 187       55 834      2 741        20 906                                  235 838
    Statement of
    financial position                                                                                                             
    Total assets                   1 888 696   5 964 460      545 056     39 322       241 036       27 616      1 337 039   10 043 225
    Total liabilities                647 896     435 671      232 444     29 944        68 313      691 068      4 181 260    6 286 596
    The above amounts of
    assets and liabilities
    includes the following:                                                                                                          
    Interest in associate and
    joint ventures                   127 530      182 209                      1                                                309 740
    
                                                               South
                                                          Africa and     Other       North
    September 2017                                           Namibia    Africa     America    Europe    Far East      Other       Total
    Region                                                     R'000     R'000       R'000     R'000       R'000      R'000       R'000
    Revenue(1)                                             3 641 248   412 486   1 137 749   753 315     623 775    239 354   6 807 927
    Non-current assets(2)                                    888 863             5 150 114                                    6 038 977
    
    Revenue excludes inter-segmental revenues in South Africa and Namibia which are eliminated on consolidation.

    Notes:
    (1) Revenue per region discloses the region in which product is sold and services rendered.
    (2) Non-current assets per region discloses where the subsidiary is located, includes property, plant and equipment, and intangible assets.
    (3) Financing includes cash and cash equivalents and loans receivable and payable.
                                                                                                Unaudited      Unaudited        Audited
                                                                                               six months     six months           year
                                                                                                    ended          ended          ended   
                                                                                              31 Mar 2018    31 Mar 2017    30 Sep 2017   
                                                                                                    R'000          R'000          R'000   
3.  OTHER OPERATING (EXPENSE)/INCOME ITEMS                                                                                                
    Transaction costs*                                                                           (19 419)                                 
    Profit on disposal of fishing vessel                                                            3 497            796                  
    Profit on the disposal of immovable property                                                                                 11 601   
    Loss on disposal of non-current assets held for sale                                                                        (2 900)   
    Loss on disposal of business interests                                                                          (22)                  
                                                                                                 (15 922)            774          8 701   

    *Transaction costs relates to the extension of the Westbank Fishing Limited Liability Company ("Westbank") operating agreement and subsequent
     change in Westbank shareholding.
    
    Transactions outside the ordinary course of business that are substantially capital or non-recurring in nature and are identified
    by management as warranting separate disclosure are disclosed under other operating items in the statement of comprehensive
    income. These comprise profits or losses on disposal and scrapping of property, plant and equipment, intangible assets and
    non-current assets held for sale, impairments or reversal of impairments, profits or losses on disposal of investments, operations
    or subsidiaries and business combination related costs or gains.

                                                                                                  Unaudited     Unaudited       Audited
                                                                                                 six months    six months          year
                                                                                                      ended         ended         ended
                                                                                                31 Mar 2018   31 Mar 2017   30 Sep 2017   
                                                                                                      R'000         R'000         R'000   
4.  TAXATION (INCOME)/EXPENSE                                                                                                             
    Current taxation                                                                                103 230        95 092       175 037   
    Current year                                                                                     86 014       104 279       192 752   
    Withholding tax                                                                                   5 323           653        13 452   
    Adjustments in respect of previous years                                                         11 893       (9 840)      (31 167)   
    Deferred taxation                                                                             (149 961)         9 764        12 585   
    Current year                                                                                     10 629         9 764        27 582   
    Adjustments in respect of previous years                                                                                   (14 997)   
    Adjustments in respect of change in tax rate**                                                (160 590)                               
                                                                                                   (46 731)       104 856       187 622   

    **This adjustment relates to a USD13 million release in Daybrook following the reduction in the federal corporate tax rate in the
      United States of America from 35% to 21%.
                                                                                                Unaudited      Unaudited        Audited
                                                                                               six months     six months           year
                                                                                                    ended          ended          ended   
                                                                                              31 Mar 2018    31 Mar 2017    30 Sep 2017   
                                                                                                    R'000          R'000          R'000   
5.  DERIVATIVE ASSETS                                                                                                                     
    Non-current                                                                                                                           
    Interest rate caps held as hedging instruments                                                                                        
    Opening balance                                                                                 1 837          7 636          7 636   
    Fair value adjustments recognised in profit or loss (ineffective portion)                     (1 712)          (562)          (243)   
    Fair value adjustments recognised in other comprehensive income
    (effective portion)                                                                            11 644        (2 877)        (5 556)   
    Reclassified from derivative liability                                                            207                                 
    Foreign currency translation adjustment                                                         (382)                                 
                                                                                                   11 594          4 197          1 837   

    Interest rate caps and swaps recorded in the cash flow hedging reserve, derivative assets and derivative liabilities (note 6) are
    regarded as level 2 financial instruments. Level 2 fair value measurements are those derived from inputs that are observable for
    the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
    
    The fair value of interest rate caps and swaps is calculated as the present value of the estimated future cash flows based on
    observable yield curves.
    
    Interest rate caps were executed in the 2016 financial year, with a maturity date of 20 July 2018 and 20 July 2020. Interest rate 
    caps were designated as cash flow hedges and executed to hedge the interest that is payable under various debt facilities with 
    principal values of R1 810 million. The amount of the principal value designated as a hedged item is R980 million. Gains or losses
    on interest rate caps held as hedging instruments in designated and effective hedging relationships are recognised in other
    comprehensive income and are reclassified to profit or loss in the same period that the hedge cash flows affect profit or loss.

                                                                                              Unaudited       Unaudited         Audited
                                                                                             six months      six months            year  
                                                                                                  ended           ended           ended   
                                                                                            31 Mar 2018     31 Mar 2017     30 Sep 2017   
                                                                                                  R'000           R'000           R'000   
6.  DERIVATIVE LIABILITIES                                                                                                                
    Non-current                                                                                                                           
    Opening balance                                                                               6 283         176 301         176 301   
    (Gain)/loss recognised in other comprehensive income                                        (5 055)         (6 749)             246   
    (Gain)/loss recognised in profit or loss                                                      (273)           2 080                   
    Transferred to current liabilities                                                                        (164 615)       (164 181)   
    Foreign currency translation adjustment                                                       (748)         (5 294)         (6 083)   
    Reclassified to derivative asset                                                              (207)                                   
    Closing balance                                                                                               1 723           6 283   
    Interest rate swap                                                                                            1 723           6 283   
    Current                                                                                                                               
    Opening balance                                                                             164 181                                   
    Transferred from current liabilities                                                                        164 615         164 181   
    Loss recognised in profit or loss                                                            34 577                                   
    Put premium exercised                                                                     (185 232)                                   
    Foreign currency translation adjustment                                                    (13 526)                                   
    Closing balance                                                                                             164 615         164 181   
    Put option                                                                                                  164 615         164 181   

    The put option recorded in derivative liabilities is regarded as a level 3 financial instrument for fair value measurement purposes.
    Level 3 financial instruments are those derived from inputs that are not based on observable market data (unobservable inputs).
    The fair value of the put option is determined using discounted cash flow analysis.
    
    In terms of the Westbank operating agreement the remaining shareholders of Westbank Fishing Limited Liability Company
    ("Westbank") could put their 75% equity stake in Westbank to Daybrook Fisheries Incorporated ("Daybrook") or its nominee for
    a fixed price of USD31.5 million ("put option strike price"). Effective 1 November 2016, the Westbank Fishing Limited Liability
    Company exercised the put option in terms of the Westbank operating agreement. The exercise of the put option triggered the
    payment of the put option strike price plus the put option premium as well as any unpaid distributions on the put closing date,
    being 15 November 2017.
    
    In terms of the first addendum to the Westbank operating agreement, the put closing date was extended to 15 February 2018.
    In terms of this addendum, the put option premium (USD 15.0 million) was settled on 15 January 2018. The put option liability
    was remeasured to fair value prior to settlement by measuring the put option strike price plus put premium to the fair value
    of Westbank. Westbank was valued using a discounted cash flow model and unobservable inputs including forecast annual
    growth rates of 2.0% (March 2017: 2.0%), forecast EBITDA margin of 18.0% (March 2017: 18.0% to 22.2%) and a risk-adjusted
    discount rate of 6.8% (March 2017: 7.8%). A fair value loss of R34.6 million (March 2017: Nil) was recognised in operating
    profit, which offset the fair value gain that was recognised in 2016 of R42.6 million.
    
    In terms of the second addendum to the Westbank operating agreement, the put closing date was extended to 15 April 2018 on
    which date the put option strike price (USD31.5 million) would be paid. In terms of this addendum, the unpaid distributions
    (USD7.9 million) were settled on 15 February 2018.
    
    The notional principal amount of the interest rate swaps at 31 March 2018 amounts to R832 million (March 2017:
    R1 085 million). This comprises hedges on the term debt of R1 388 million (March 2017: R1 734 million). The swap is to hedge
    the interest that is payable under the debt facility. During the period a fair value gain of R5.1 million (March 2017: R6.7 million)
    was recognised in other comprehensive income. The interest rate swap was reclassified to derivate assets.

                                                                                                 Unaudited      Unaudited       Audited
                                                                                                six months     six months          year
                                                                                                     ended          ended         ended
                                                                                               31 Mar 2018    31 Mar 2017   30 Sep 2017
                                                                                                     R'000          R'000         R'000
7.  DETERMINATION OF HEADLINE EARNINGS                                                                                                    
    Profit after taxation attributable to shareholders of Oceana Group Limited                     364 873        226 324       468 310
    Adjusted for:                                                                                                                         
    Profit on disposal of immovable property                                                                                   (11 601)
    Insurance proceeds                                                                                              (998)         (998)
    Headline earnings adjustments - joint ventures                                                                              (1 144)
    Net (profit)/loss on disposal of property, plant and equipment and
    intangible assets                                                                              (3 472)            672         1 200
    Loss/(profit) on change of interest in investment                                                                  22         (122)
    Total non-controlling interest in above                                                                            68           195
    Total tax effect of adjustments                                                                    972           (69)         1 469
    Headline earnings for the period                                                               362 373        226 019       457 309
    Headline earnings per share (cents)                                                                                                  
    - Basic                                                                                          310.4          193.8         391.9
    - Diluted                                                                                        284.6          176.4         357.9
 
                                                                                                Unaudited      Unaudited        Audited
                                                                                               six months     six months           year
                                                                                                    ended          ended          ended
                                                                                              31 Mar 2018    31 Mar 2017    30 Sep 2017
                                                                                                    R'000          R'000          R'000
8.  DIVIDENDS                                                                                                                           
    Dividend declared after reporting date                                                        130 763        105 035                
    Dividends per share (cents)                                                                     112.0           90.0           90.0
    Number of shares in issue net of treasury shares                                              116 753        116 705        116 753

9.  SUPPLEMENTARY INFORMATION                                                                                                          
    Amortisation                                                                                   27 649         27 467         57 568
    Depreciation                                                                                  105 646         95 422        178 270
    Operating lease charges                                                                        45 304         25 127        129 059
    Share-based expenses                                                                            6 569         11 836          2 187
    Cash-settled compensation                                                                     (1 472)          3 470        (7 475)
    Equity-settled compensation                                                                     8 041          7 771          8 999
    Oceana Empowerment Trust                                                                                         595            663
    Capital expenditure                                                                            83 217         89 382        193 248
    Expansion                                                                                                     14 730         14 730
    Replacement                                                                                    83 217         74 652        178 518
    Budgeted capital commitments                                                                  136 649        223 351        161 047
    Contracted                                                                                     43 489         36 020         14 445
    Not contracted                                                                                 93 160        187 331        146 602

                                                                                                Number of      Number of      Number of
                                                                                                   shares         shares         shares
                                                                                                     '000           '000           '000
10. WEIGHTED AVERAGE NUMBER OF SHARES                                                                                                  
    Weighted average number of shares in issue                                                    135 526        135 526        135 526
    Less: Weighted average treasury shares held by share trusts                                  (13 679)       (13 785)       (13 732)
    Less: Weighted average treasury shares held by subsidiary company                             (5 094)        (5 094)        (5 094)
    Weighted average number of shares on which basic earnings per share
    and basic headline earnings per share are based                                               116 753        116 647        116 700
    Weighted average number of shares on which diluted earnings per share
    and diluted headline earnings per share are based                                             127 313        128 098        127 769

11. CONTINGENT LIABILITIES AND GUARANTEES
    The group has given cross suretyships in support of bank overdraft facilities of certain subsidiaries and the company.

12. EVENTS AFTER THE REPORTING DATE
    Effective 13 April 2018 Makimry Patronus Limited Liability Company, a U.S. company majority owned and controlled by Mr
    Francois Kuttel, the previous Oceana Group Limited ("Oceana") Chief Executive Officer, acquired the 75% shareholding in
    Westbank Fishing Limited Liability Company from Westbank Fishing Partners for USD31.5 million. The acquisition was approved
    by the requisite majority of Oceana shareholders present in person or represented by proxy at the General Meeting held
    on 13 April 2018.

    The put option strike price due to Westbank Fishing Partners of USD 31.5 million was also settled on 13 April 2018.

    No other events occurred after the reporting date that may have an impact on the group's reported financial position
    at 31 March 2018 or require separate disclosure in these financial statements.

COMMENTS

FINANCIAL RESULTS

Overall financial performance of the Group for the six months has been solid, underpinned by a recovery of the African
operations after a challenging year in 2017. Material volume improvements in the canned fish and hake and horse mackerel segments
and continued efficiencies contributed to the positive performance, bolstered by improved management of foreign currency exposure.
The Daybrook operations in the United States (US), as previously communicated, endured the negative impact of 2017 prices on long
term fishmeal and fish oil contracts.

Group revenue increased by 11% to R3 489 million (March 2017: R3 141 million) driven by an 18% improvement in Africa operations
revenue mainly due to improved sales volumes. Fishmeal volume growth in our Daybrook operations was offset by lower fish oil
volumes, reduced prices and the effect of a stronger Rand on US revenues.

Group operating profit before associate and joint venture income and fair value adjustments increased by 9% to R560 million
(March 2017: R516 million). This is primarily due to a 51% increase in operating profit from Africa operations which, in addition to the
revenue drivers listed above, is the effect of improved cost efficiencies resulting from lower raw material and logistics costs, improved
vessel utilisation and higher catch rates.

Losses from associate and joint ventures increased to R29 million (March 2017: R9 million) attributable largely to the moratorium on
Pilchard fishing in Namibia and challenging fishing conditions experienced in Angola

Other operating expenses of R16 million (March 2017: R 1 million profit) relate mainly to transaction costs incurred in extending the
Westbank Fishing operating agreement and the subsequent change in the majority shareholder of Westbank Fishing.

Interest expense for the period of R170 million (March 2017: R186 million) related to finance costs on facilities and long-term
borrowings. The average interest rate for all debt is currently 6.87% (March 2017: 7.21%).

Taxation income of R47 million (March 2017: R105 million taxation expense) is reported for the period primarily due to a once-off
R161 million deferred tax adjustment in Daybrook following the reduction in the federal corporate tax rate in the United States
from 35% to 21%, effective after 31 December 2017. A blended tax rate of 25% was accordingly applied in calculating the deferred 
tax adjustment in this period.

Headline earnings for the period increased by 60% compared to the prior period. Excluding the effect of the once-off deferred tax
adjustment, fair value adjustments and other operating items, headline earnings increased by 8%. An interim dividend of 112.0 cents
per share has been declared (March 2017: 90.0 cents per share).

FINANCIAL POSITION AND CASH FLOW

Group cash flows from operations reduced by 30% to R411 million (March 2017: R586 million) mainly due to an increase in
accounts receivable following the higher canned fish, horse mackerel and hake volumes sold. At the end of the period, the group
has positive cash balances of R857 million (March 2017: R983 million) of which R324 million (March 2017: R827 million) is held in
dollar-denominated accounts.

At March 2018, group net debt was R2 905 million (March 2017: R3 558 million) of which R1 064 million (March 2017: R908 million)
was US Dollar-denominated.

REVIEW OF OPERATIONS

Canned fish and fishmeal (Africa)

Sales volumes in the canned fish division increased by 23% to 4.4 million cartons (March 2017: 3.6 million cartons) due to an
improved pricing strategy which stimulated consumer demand. Average sales prices remained in line with the prior period with no
price increases actualised in the current period.

From a supply perspective our strategy of importing frozen raw material for local processing has been well executed. Production of
canned fish from frozen fish raw material is on par with production from fresh fish landings for the period. Local supply has been
bolstered by an increase in the initial 2018 South African Total Allowable Catch (TAC) for pilchard to 59 214 tons from 45 560 tons
in 2017, but offset by a Ministerial decision in Namibia to suspend pilchard fishing in 2018 (March 2017: 14,000 tons) based on
scientific advice. Costs have been well managed due to the positive impact of stable international procurement prices and the
stronger Rand on raw material costs, supported by a revised forward cover policy.

As a result the canned fish segment has delivered an improved profit for the period.

The fishmeal and fish oil division has been adversely affected by lower landings and production yields in Angola. Anchovy landings in
South Africa have been consistent with prior periods. Fishmeal and fish oil pricing for this segment remained firm in USD terms but
have been offset by the stronger Rand.

Fishmeal and fish oil (USA)

The 2017 fishing season for the Gulf Menhaden fishery ended on 1 November 2017 and consequently our fishing and processing
operations in Daybrook were inactive for a large portion of the period under review. During the closed season we invested $2 million
towards improvements in plant efficiency and throughput. The 2018 season opened on 16 April 2018 and will run to the end of
October 2018.

Revenue was down on the prior period by 8% in USD terms. The reduced oil yield in the 2017 fishing season contributed to lower
opening oil inventory levels for the period. Accordingly, despite the excellent 2017 landings, sales volumes of fishmeal and fish oil
remain in line with the prior period at 31 315 tons (March 2017: 31 507 tons). Since a large portion of fishmeal and fish oil sales are
concluded in advance, sales prices were adversely impacted by the lag effect of lower prices contracted during the latter part of 2017.

Operating profit reduced to USD10 million for the six months compared to USD16 million for the comparable period which was
exacerbated by the effects of a stronger Rand when consolidating earnings into the group's results. Operating profit before other
operating items and fair value adjustments (R35 million) reduced by 50% in Rand terms.

Horse mackerel and hake

In Namibia the 2018 horse mackerel TAC remained in line with 2017 at 340 000 tons. The Ministry of Fisheries and Marine
Resources made an initial allocation of 236,000 tons (March 2017: 140 000 tons) for the 2018 fishing season with 48.7%
(March 2017: 34.8%) allocated to existing rights holders.

Namibian landings improved against the comparable period due to higher catch rates and better vessel utilisation. The higher catch
rates together with the positive effect of the stronger rand on USD denominated costs reduced the cost per ton of landed fish.

In South Africa, the Precautionary Maximum Catch Limit (PMCL) for targeted catch of horse mackerel decreased by 9.7%
to 25 500 tons (March 2017: 28 231 tons). Quota available to Oceana through own and joint venture allocations remained in line
with 2017 at 30.3% of the PMCL.

Catch rates in South Africa have improved by 55% during the period. Demand in the transhipment market for the larger sized South
African fish was firm resulting in increased sales prices however this was partially offset by smaller size mix of the Namibian fish and
the stronger exchange rate.

As a result revenue and operating profit for the horse mackerel segment is materially higher than the prior period.

The 2018 hake offshore TAC reduced by 5.0% to 111 294 tons (March 2017: 117 194 tons). Despite the TAC reduction revenue in
the hake segment has grown by 30% on the prior period. Improved vessel utilisation due to a managed maintenance programme and
higher opening stock volumes have contributed positively, marginally offset by a smaller size mix. Realised sales prices increased due
to stronger European pricing and a stronger Euro exchange rate.

Operating profit in the hake segment also improved materially.

Lobster and squid

The 2018 TAC for west coast lobster remained unchanged at 1 924 tons, although the offshore allocation dropped from 1 204 tons
in 2017 to 995 tons with a higher tonnage being allocated to small scale fishing.

Revenue and operating profit in the lobster business increased following the combined effect of higher landings, a higher mix of live
sales and firmer pricing for live sales to China in USD terms.

Fishing rights allocated to the squid business remained unchanged over the period. Squid revenue and operating profit improved due
to increased landings, stable prices and a stronger Euro exchange rate.

Commercial cold storage and logistics (CCS)

The CCS coastal stores have delivered improved performance over the period. The Western Cape region experienced increased
activity with new customers contracted and increased volumes of frozen fish imports. The Namibian and Angolan stores operated at
full occupancy during the period.

Tough trading conditions in the Gauteng region continued with occupancy levels adversely impacted by increased price competition
and the oversupply of pallet space in the region.

Revenue growth of 3% in this division has been offset by the impact of low occupancies on leased sites. As a result operating profit
reduced to R41 million (March 2017: R47 million) in the period.

WESTBANK FISHING U.S. SHAREHOLDER

The acquisition of the 75% equity stake in Westbank Fishing by a suitable U.S.-based partner was successfully concluded on
13 April 2018, following the fulfillment of all conditions precedent including Oceana majority shareholder approval and the 
approval of the U.S. regulator. Westbank Fishing commenced the 2018 fishing season on 16 April 2018 as planned, under the control 
of the new U.S.-based partner.

PROSPECTS

Our African operations are well positioned to deliver a solid performance for the next six months. Our US operations are expected to
be positively impacted by good landings and improved oil yields based on early season indicators.

The search for a new Chief Executive Officer ("CEO") is underway. Imraan Soomra, who was appointed interim CEO in February 2018,
will remain in the joint role of interim CEO and Chief Financial Officer until an appointment is made.

The information set out in the paragraphs above has not been reviewed or reported on by the auditors.

On behalf of the board

MA Brey                                         I Soomra
Chairman                                        Interim Chief executive officer

17 May 2018  

CASH DIVIDEND DECLARATION

Notice is hereby given of dividend number 148. A gross interim dividend amounting to 112 cents per share, for the six months
ended 31 March 2018, was declared on Thursday, 17 May 2018, out of current earnings. Where applicable the deduction of
dividends withholding tax at a rate of 20% will result in a net dividend amounting to 89.6 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         Tuesday, 26 June 2018
Commence trading ex dividend           Wednesday, 27 June 2018
Record date                            Friday, 29 June 2018
Dividend payable                       Monday, 2 July 2018

Share certificates may not be dematerialised or rematerialised between Wednesday, 27 June 2018 and Friday, 29 June 2018, both
dates inclusive.

By order of the board

JC Marais
Company secretary

17 May 2018

DIRECTORATE AND STATUTORY INFORMATION

Directors:                MA Brey (chairman), I Soomra* (interim chief executive officer and chief financial officer), 
                          ZBM Bassa, PG de Beyer, NP Doyle, GG Fortuin, LL Mac Dougall, S Pather, NV Simamane
                          (*Executive)

Change to Directors:      FP Kuttel resigned from the Board of Directors effective 13 February 2018

Registered Office:        9th Floor, Oceana House, 25 Jan Smuts Street, Foreshore, Cape Town, 8001

Transfer Secretaries:     Computershare Investor Services Proprietary Limited

                          Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196
                          (PO Box 61051, Marshalltown, 2107)

Sponsor - South Africa:   The Standard Bank of South Africa Limited

Sponsor - Namibia:        Old Mutual Investment Services (Namibia) Proprietary Limited

Auditors:                 Deloitte & Touche

Company Secretary:        JC Marais

JSE share code:           OCE

NSX share code:           OCG

ISIN:                     ZAE000025284

www.oceana.co.za

Date: 17/05/2018 04:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Email this JSE Sens Item to a Friend.

Share This Story