Trading statement and changes to the board of directors Libstar Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2014/032444/06) (JSE share code: LBR) (ISIN: ZAE000250239) ("Libstar" or the “group”) ANNOUNCEMENT RELATING TO THE GROUP TRADING STATEMENT AND CHANGES TO THE BOARD Shareholders are advised that Libstar expects to report the following results for the six months ended 30 June 2019 (“period under review”) relative to the comparative period of the six months ended 30 June 2018 (“comparative period”). The group has adopted the IFRS 9 (hedge accounting) and IFRS 16 (leases) accounting standards for the first time during the period under review (“new accounting standards”). The financial impact of this is outlined below. References in this announcement to “core categories” include the Perishables, Ambient Groceries (inclusive of Khoisan Tea), Snacks and Confectionery and Baking and Baking Aids categories (representing 88% of group revenue), whilst references to “non-core categories” include the Home and Personal Care, Niche Beverages and Specialised Food Packaging categories (representing 12% of group revenue). Revenue (group) +4.6% Organic revenue (group) +4.5% Organic revenue (core categories) +5.3% Organic revenue (non-core categories) -1.5% Volumes (group) -1.0% Volumes (core categories) +5.4% Volumes (non-core categories) -19.1% Price/mix impact (group) +5.5% Gross profit margin (group) Improved from 20.9% to 23.2% Anticipated results Anticipated before impact of results after new accounting impact of new standards accounting standards Normalised EBITDA (group) +3.4% to +8.4% +17.8% to +22.8% Normalised EBITDA (core categories^) +6.0% to +11.0% +16.5% to +21.5% Normalised EBITDA (non-core categories^) -15.1% to -20.1% +24.3% to +29.3% Total basic and diluted EPS -9.1% to +0.9% -23.7% to -33.7% Total basic and diluted HEPS +68.4% to +78.4% +45.0% to +55.0% Basic and diluted normalised EPS from continuing operations +10.7% to +15.7% +5.2% to +10.2% Basic and diluted normalised HEPS from continuing operations +9.9% to +14.9% +4.4% to +9.4% ^ before central office allocation COMMENTARY Against the backdrop of a weak retail and consumer environment, the group is reasonably satisfied with its overall performance. REVENUE Group organic revenue growth is expected to be 4.5% higher than the comparative period (H1 2018: +3.7%). Core categories, which represent 88% of group revenue, are expected to deliver mid to single- digit revenue and volume growth. This was mainly due to strong performances in dry-condiments, snacks and confectionery and baking and baking aids. The operations of Khoisan Tea are now included in the Ambient Groceries category’s segmental disclosures for H1 2019 and the H1 2018 comparative disclosures have been amended accordingly. Trading conditions in the non-core categories, which represent 12% of group revenue, remained subject to significant competitive pressures. These product categories are expected to deliver a 1.5% decline in revenue and a 19.1% decline in volume. GROSS PROFIT MARGINS Gross profit margins are expected to show significant improvement on the comparative period, mainly due to: • Favourable changes in the sales mix of value-added dairy products following the launch of the taste-differentiated yoghurt products range during Q3 2018, and the full integration of the Sonnendal Dairies operations acquired in 2017; • The group’s continued focus on procurement practices, production efficiencies and overall equipment effectiveness; and • Lower dry condiment input costs. NORMALISED EBITDA Earnings before interest, taxation, depreciation and amortisation (“EBITDA”) is adjusted for the following items to calculate normalised EBITDA: • the amortisation of customer relationships; • unrealised foreign currency translation gains or losses; • non-operating and non-recurring items; and • the first-time adoption of IFRS 16 (leases). Group normalised EBITDA is anticipated to show a like-for-like (before impact of new accounting standards) 3.4% to 8.4% increase on the comparative period. The normalised EBITDA (before central office allocation) of core categories is anticipated to show a like-for-like 6.0% to 11.0% increase, whilst non-core categories are anticipated to show a 15.1% to 20.1% like-for-like decline in normalised EBITDA (before central office allocation). In line with the seasonality trends of the group during previous reporting periods, Libstar anticipates an approximate 40:60 ratio between its first and second half normalised EBITDA performance. ADOPTION OF NEW ACCOUNTING STANDARDS The likely impacts of the first-time adoption of IFRS 16 on the statement of comprehensive income for the period under review are: • reduction in rental expense of approximately R58 million and a similar increase to EBITDA (before normalisation adjustments); • increase in depreciation expense of approximately R46 million; • increase in interest expense of approximately R25 million; and • reduction in profit before taxation of approximately R13 million. The implementation of hedge accounting (IFRS 9) is expected to result in the recognition of a hedge accounting reserve in the amount of R12 million (pre-tax) or R8.8 million (post-tax), and a concomitant reduction in unrealised foreign currency translation gains recorded in the statement of comprehensive income. MATTERS AFFECTING EPS, HEPS AND TRADING STATEMENT • Interest Investors are reminded that the group’s net interest expense excluding the impact of the first-time adoption of IFRS 16 has, as anticipated, declined considerably relative to the comparative period. This follows the reduction in net debt levels after Libstar’s JSE listing in May 2018 and the renegotiation of group debt facilities on more favourable terms. • Hedge accounting As a result of the first-time adoption of hedge accounting (IFRS 9), unrealised foreign currency translation gains and losses arising from hedging contracts entered into, on or after 1 January 2019, have been recognised in other comprehensive income. The group is expected to record a small, unrealised foreign currency translation gain in relation to hedging contracts entered into before 1 January 2019, compared to a significant loss in the comparative period. This was due to lower exchange rate volatility (compared to the hedging contract rates) over the period under review. • Exit and impairment of dairy-blend and fruit concentrate non-core operations Shareholders are reminded that a restructuring exercise was undertaken during H2 2018, resulting in the decision to relocate the production, marketing and sales functions of non-beverage products into certain of the group’s wet condiments facilities. This will yield future cost rationalisation benefits for the group. An impairment loss in the amount of R42 million (pre-tax) or R30 million (post-tax) was recorded in respect of the residual dairy blend and fruit concentrate beverage operations during H2 2018. During H1 2019, the group entered into a binding agreement to exit the non- core dairy-blend and fruit concentrate beverage operations. This agreement is subject to customary conditions precedent, including approval by The Competition Commission of South Africa. The transaction is not categorised in terms of the JSE Listings Requirements. As a consequence of the transaction, a further impairment loss of R72 million (pre-tax) or R59 million (post-tax) has been recognised during H1 2019 in respect of the dairy-blend and beverage operations of the group to align the carrying value of the assets being sold to the estimated net realisable value in terms of the transaction. REPORTED EPS AND HEPS Shareholders are therefore advised that a reasonable degree of certainty exists that Libstar’s results for the six months ended 30 June 2019, including the impact of the implementation of the new accounting standards, will be within the following ranges: Expected 6 Reported 6 months ended months ended Percentage 30 June 2019 30 June 2018 change (cents) (cents) Total basic and diluted EPS -23.7% to -33.7% 8.1 to 9.3 12.2 Total basic and diluted HEPS +45.0% to +55.0% 18.0 to 19.2 12.4 The weighted average number of shares in issue (“WANOS”), for the purposes of calculating basic and diluted EPS and HEPS for the six months ended 30 June 2019, will be 599,254,689, which represents an increase of 75,907,933 shares or 14.5% on the comparative period. The impairment of the dairy-blend and fruit concentrate non-core operations, as well as the increase in WANOS, were the main contributors to the reduction in total basic and diluted EPS. REPORTED NORMALISED EPS AND HEPS FROM CONTINUING OPERATIONS The group adopted an accounting policy pertaining to the disclosure of normalised EPS and normalised HEPS from continuing operations during the year ended 31 December 2018 and reported these measures for the first time in relation to the 2018 full-year results. To arrive at normalised EPS, the after-tax earnings from continuing operations (as disclosed in the financial statements), is adjusted for the after-tax impact of the group’s normalised EBIT adjustments, excluding the after-tax impact of separately identifiable re-measurements as defined in accordance with IAS 33 Earnings Per Share read with circular 4 of 2018 Headline Earnings ("Headline Earnings Re-measurements"). To arrive at normalised HEPS, the normalised EPS is adjusted for the after-tax impact of the Headline Earnings Re-measurements, the most common examples of which are (i) impairment losses on property, plant and equipment, goodwill and intangible assets and (ii) gains and losses on disposal of property, plant and equipment. Shareholders are advised that a reasonable degree of certainty exists that Libstar’s normalised EPS and normalised HEPS for the six months ended 30 June 2019, including the impact of the implementation of the new accounting standards, will be within the following ranges: Expected 6 months ended 6 months ended Percentage 30 June 2019 30 June 2018 change (cents) (cents) Basic and diluted normalised EPS from continuing operations +5.2% to +10.2% 28.7 to 30.1 27.3 Basic and diluted normalised HEPS from continuing operations +4.4% to +9.4% 28.7 to 30.1 27.5 As the half-year comparative period normalised EPS and normalised HEPS has not been previously reported, this information constitutes pro-forma financial information in terms of the JSE Listings Requirements. EPS, HEPS, NORMALISED EPS AND NORMALISED HEPS ON A LIKE-FOR-LIKE BASIS On a like-for-like basis, excluding the implementation of the new accounting standards, there is a reasonable degree of certainty that Libstar’s results for the six months ended 30 June 2019 will be within the following ranges: Expected 6 Reported 6 months ended months ended 30 June 2019 30 June 2018 Percentage change (cents) (cents) Total basic and diluted EPS -9.1% to +0.9% 11.1 to 12.3 12.2 Total basic and diluted HEPS +68.4.0% to +78.4% 20.9 to 22.1 12.4 Basic and diluted normalised EPS from continuing operations +10.7% to +15.7% 30.2 to 31.6 27.3 Basic and diluted normalised from continuing operations HEPS +9.9% to +14.9% 30.2 to 31.6 27.5 The like-for-like financial performance shown above constitutes pro forma financial information in terms of the JSE Listings Requirements. PRO FORMA FINANCIAL INFORMATION The pro forma financial information presented in this announcement, which is the responsibility of the group's directors, has been prepared for illustrative purposes only, and may not fairly present the group's financial position, changes in equity, cash flows or results of operations. SHAREHOLDER UPDATE Shareholders are referred to an Actis media release dated 15 July 2019 wherein Actis advised that it has assumed management rights on Abraaj Private Equity Fund IV (APEF IV), a global buyout fund, and Abraaj Africa Fund III (AAF III), a fund for investment in sub-Saharan Africa. Libstar is a portfolio investment of APEF Pacific Mauritius Ltd (APEF Mauritius) which in turn is a portfolio investment of, inter alia, APEF IV and AAF III. APEF Mauritius holds 252,463,077 Libstar shares or 37.02% of the total voting rights of the company. Actis is a leading investor in growth markets across Africa, Asia and Latin America. Founded in 2004, Actis has raised US$15bn since inception and employs over 200 people, including a team of c.120 investment professionals, working across 16 offices globally. CHANGES TO THE BOARD In the context of the change of management rights on APEF IV and AAF III, shareholders are advised that Mr Wahid Hamid has resigned as a non-executive director of Libstar, chairman of the Remuneration Committee and member of the Investment Committee with effect from 12 August 2019. The Board wishes to thank Mr Hamid for his contributions to Libstar and wishes him well in his future endeavours. In accordance with its mandate, the Nomination Committee will commence an assessment of the structure and composition of the Board and its committees and advise shareholders of the outcome of this assessment in due course. QUERIES Investor queries should be directed to Heidi Rolfe Poole at email@example.com. The information included in this announcement has not been reviewed or reported on by the group's auditors. The results for the period under review are anticipated to be published on or about Wednesday, 4 September 2019. Johannesburg 12 August 2019 Sponsor The Standard Bank of South Africa Limited Date: 12/08/2019 08:00:00 Supplied by www.sharenet.co.za 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.