AECI LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1924/002590/06
Tax reference number 9000008608
("AECI" or "the Group" or "the Company")
Share code: AFE
ISIN Number: ZAE000000220
Reviewed condensed consolidated financial results, final cash dividend
declaration and special cash dividend declaration
For the year ended 31 December 2014
* Best-ever safety performance - TRIR of 0,50
* Revenue +6% to R16,9bn
* Cash generation >R1bn
* Headline earnings +7% to R943m
* Profit from operations +14% to R1 596m
* EPS +16% to 979c, HEPS +6% to 842c
* Australian entry - commercial blasting from Jan '15
* Final ordinary cash dividend of 225cps declared
* Special dividend of 375cps also declared
Income statement
2014 2013
R millions % change Audited
Revenue (2)(3) +6 16 903 15 942
Net operating costs (15 307) (14 544)
Profit from operations(3) +14 1 596 1 398
Interest expense (204) (211)
Interest received 54 37
Share of profit of equity-accounted 31 43
investees, net of tax
Profit before tax 1 477 1 267
Tax expense (368) (313)
Profit for the year 1 109 954
Profit for the year attributable to:
- Ordinary shareholders 1 096 946
- Preference shareholders 3 3
- Non-controlling interest 10 5
1 109 954
Headline earnings are derived from:
Profit attributable to ordinary 1 096 946
shareholders
Impairment of goodwill - 5
Impairment of property, plant and 3 9
equipment
Impairment of assets held for sale (3) 21 -
Profit on partial disposal of net
investment in
foreign operation - (38)
Surplus on derecognition of businesses, - (3)
joint ventures and subsidiaries
disposed of
Surplus on disposal of property, plant (3) (49)
and equipment
Surplus on disposal of assets held for (202) -
sale (3)
Tax effects of the above items 28 15
Headline earnings 943 885
Per ordinary share (cents):
Headline earnings +6 842 791
Diluted headline earnings 800 740
Basic earnings +16 979 845
Diluted basic earnings 929 791
Ordinary dividends declared +7 225 210
Special dividend declared 375 -
Ordinary dividends paid 325 290
Statement of comprehensive income
2014 2013
R millions Audited
Profit for the year 1 109 954
Other comprehensive income net of tax:
Items that may be reclassified subsequently to
profit or loss:
Foreign currency translation differences 164 362
Items that may not be reclassified subsequently to
profit or loss:
Remeasurement of defined-benefit obligations (65) 86
Total comprehensive income for the year 1 208 1 402
Total comprehensive income attributable to:
- Ordinary shareholders 1 194 1 389
- Preference shareholders 3 3
- Non-controlling interest 11 10
1 208 1 402
Statement of changes in equity
2014 2013
R millions Audited
Total comprehensive income for the year 1 208 1 402
Dividends paid (378) (336)
Business combinations and change in ownership 5 7
percentage
Share-based payment reserve 91 47
Equity at the beginning of the year 6 877 5 757
Equity at the end of the year 7 803 6 877
Made up as follows:
Ordinary share capital 116 116
Share premium 496 496
Reserves 830 813
Property revaluation surplus - 237
Foreign currency translation reserve 663 500
Share-based payment reserve 167 76
Retained earnings 6 284 5 394
Non-controlling interest 71 52
Preference share capital 6 6
7 803 6 877
Reconciliation of weighted average number of shares
2014 2013
Millions Audited
Weighted average number of ordinary shares at 138,3 138,3
beginning of the year
Weighted average number of unlisted ordinary shares (10,1) (10,1)
held by consolidated EST
Weighted average number of contingently returnable (4,4) (4,4)
ordinary shares held by CST
Weighted average number of shares held by (11,9) (11,9)
consolidated subsidiary
Weighted average number of ordinary shares for 111,9 111,9
basic earnings per share
Dilutive adjustment for potential ordinary shares 6,0 7,7
Weighted average number of ordinary shares for 117,9 119,6
diluted earnings per share
Industry segment analysis
Revenue
2014 2013
R millions Audited
Explosives 7 256 7 434
Specialty chemicals 9 368 8 359
Property(3) 871 672
Group services and inter-segment (592) (523)
16 903 15 942
Profit from
operations
2014 2013
R millions Audited
Explosives 372 572
Specialty chemicals 1 000 922
Property(3) 490 219
Group services and inter-segment (266) (315)
1 596 1 398
Net assets
2014 2013
R millions Audited
Explosives 3 409 3 059
Specialty chemicals 4 931 4 541
Property (3) 241 1 051
Group services and inter-segment (130) (38)
8 451 8 613
Net assets consist of property, plant, equipment, investment property,
intangible assets, goodwill, inventory, accounts receivable and assets
classified as held for sale less accounts payable.
Statement of financial position
2014 2013
31 Dec 31 Dec
R millions Audited
Assets
Non-current assets 7 161 6 472
Property, plant and equipment 4 046 3 756
Investment property 172 173
Intangible assets 247 143
Goodwill (4) 1 291 1 123
Pension fund employer surplus accounts 179 231
Investments in associates 260 217
Investments in joint arrangements 308 301
Other investments 99 50
Deferred tax 555 468
Loans receivable 4 10
Current assets 7 626 7 921
Inventories(3) 2 879 3 090
Accounts receivable 3 243 3 326
Assets classified as held for sale(3) 85 286
Tax receivable 43 -
Cash 1 376 1 219
Total assets 14 787 14 393
Equity and liabilities
Ordinary capital and reserves 7 726 6 819
Non-controlling interest(4) 71 52
Preference share capital 6 6
Total equity 7 803 6 877
Non-current liabilities 2 484 2 214
Deferred tax 189 168
Non-current borrowings 1 251 1 099
Non-current provisions and employee benefits 1 044 947
Current liabilities 4 500 5 302
Accounts payable(3) 3 512 3 284
Current borrowings 791 1 861
Loans from joint arrangements 49 21
Tax payable 148 136
Total equity and liabilities 14 787 14 393
Statement of cash flows
2014 2013
R millions Audited
Cash generated by operations(3) 2 318 2 261
Dividends received 43 62
Interest paid (204) (212)
Interest received 54 37
Tax paid (488) (464)
Changes in working capital 547 (426)
Expenditure relating to defined-benefit costs (94) (104)
Expenditure relating to non-current provisions and
employee benefits (59) (32)
Cash available from operating activities 2 117 1 122
Dividends paid (378) (336)
Cash flows from operating activities 1 739 786
Cash flows from investing activities (704) (772)
Net investment expenditure(4) (499) (239)
Proceeds on disposal of capital property assets(3) 507 -
Net capital expenditure (712) (533)
Net cash generated before financing activities 1 035 14
Cash flows from financing activities (912) (28)
Non-current loans receivable 6 1
Borrowings (918) (29)
Increase/(decrease) in cash 123 (14)
Cash at the beginning of the year 1 219 1 069
Translation gain on cash 34 164
Cash at the end of the year 1 376 1 219
Other salient features
2014 2013
R millions Audited
Capital expenditure 745 633
- expansion 335 293
- replacement 410 340
Capital commitments(4) 342 746
- contracted for 161 87
- not contracted for 181 659
Future rentals on property, plant and equipment 358 199
leased
- payable within one year 91 71
- payable thereafter 267 128
Net borrowings 666 1 741
Gearing (%)* 9 25
Current assets to current liabilities 1,7 1,5
Net asset value per ordinary share (cents) 6 644 5 864
Depreciation and amortisation 547 537
ZAR/US$ closing exchange rate (rand) 11,57 10,50
ZAR/US$ average exchange rate (rand) 10,85 9,63
*Borrowings less cash as a percentage of total equity.
Notes
(1) Basis of preparation and accounting policies The reviewed condensed
consolidated financial results are prepared in accordance with the requirements
of the JSE Limited's Listings Requirements ("Listings Requirements") for
provisional reports and the requirements of the Companies Act of South Africa.
The Listings Requirements require provisional reports to be prepared as
follows: in accordance with the framework concepts and the measurement and
recognition requirements of International Financial Reporting Standards
("IFRS"); the South African Institute of Chartered Accountants Financial
Reporting Guides as issued by the Accounting Practice Committee; Financial
Pronouncements as issued by the Financial Reporting Standards Council; and to
also, as a minimum, contain the information required by IAS 34 Interim
Financial Reporting. The accounting policies applied in the preparation of the
reviewed condensed consolidated financial results are in terms of IFRS and are
consistent with those applied in the previous consolidated annual financial
statements. The preparation of these reviewed condensed consolidated financial
results for the year ended 31 December 2014 was supervised by the Financial
Director, Mr KM Kathan CA(SA) AMP (Harvard). The reviewed condensed
consolidated financial results, excluding commentary, have been reviewed by the
Company's auditors, KPMG Inc, who have issued an unmodified review opinion. A
copy of the review opinion is obtainable from AECI's registered office.
(2) Includes foreign and export revenue of R5 417 million (2013: R5 224
million).
(3) The AECI Group disposed of the bulk of its surplus property assets, at
Modderfontein, to Shanghai Zendai Property Limited on 20 March 2014 for a
consideration of R978 million (excluding VAT). Certain portions of the land
disposed of were development property while the remaining portions represented
disposal of capital assets. R462 million of the consideration was recognised in
revenue, with R386 million recognised as proceeds on disposal of capital
assets, R9 million in respect of reimbursement and related costs and the
remaining R121 million recognised in the statement of financial position, under
accounts payable, as income received in advance. In the statement of cash flows
proceeds of R507 million (R386 million in proceeds and R121 million of cash
received in advance) were included as a cash inflow under investing activities
while the remainder formed part of cash generated by operations.
A net profit of R421 million was included in profit from operations of the
property segment. R202 million of that profit related to the disposal of
capital assets and was deducted from headline earnings. The property segment's
profit from operations also included an impairment of R21 million relating to a
portion of land forming part of the transaction. In accordance with IFRS 5,
this impairment was recognised because the carrying amount exceeded its
allocated selling price.
Property assets included in assets classified as held for sale at 31 December
2014 amounted to R74 million. The proceeds in respect of this were R121
million. The resultant profit of R47 million before tax, will be recognisedwhen
the land is transferred to Shanghai Zendai Property Limited.
(4) On 1 July 2014 AECI's wholly-owned subsidiary ImproChem Proprietary Limited
acquired Clariant Southern Africa Proprietary Limited's ("Clariant") water
treatment business in Africa, all its South African assets and a 50% interest
in its subsidiary Blendtech Proprietary Limited. This was included in capital
commitments at 31 December 2013.
In the six months to 31 December 2014, the Clariant business contributed
revenue of R294 million and profit from operations of R16 million. If the
acquisition had occurred on 1 January 2014, management estimates that AECI's
consolidated revenue would have been R17 412 million and AECI's consolidated
profit from operations would have been R1 631 million.
The Clariant acquisition had the following effects on the Group's assets and
liabilities:
Acquirees' net assets at acquisition date
Property, plant and equipment 64
Intangible assets 123
Working capital 93
Deferred and current tax (30)
Net identifiable assets and liabilities 250
Non-controlling interest acquired (14)
Goodwill on acquisition 169
Net cash outflow (included in net investment expenditure) 405
(5) The AECI Group entered into various sale and purchase transactions with
related parties in the Group in the ordinary course of business, on an arm's
length basis, the nature of which was consistent with those previously
reported. All transactions and balances with these related parties have been
eliminated appropriately in the consolidated results.
(6) The AECI Group measures forward exchange contracts at fair value using
inputs as described in Level 2 of the fair value hierarchy. The fair values for
forward exchange contracts are based on quotes from brokers. Similar contracts
are traded in an active market and the quotes reflect the actual transactions
on similar instruments. All other financial assets or liabilities' carrying
values approximate their fair values based on the nature or maturity period of
the financial instrument. There were no transfers between Levels 1, 2 or 3 of
the fair value hierarchy during the year ended 31 December 2014.
(7) The reviewed condensed consolidated financial results do not include all of
the disclosures required for full annual financial statements and should be
read in conjunction with the consolidated annual financial statements for the
year ended 31 December 2013.
Commentary
Performance
AECI delivered robust results in a very challenging year characterised by the
unprecedented five-month platinum sector mining strikes, weakening commodity
prices and continued low growth in South Africa's manufacturing sector and the
overall economy. Revenue increased by 6% to R16 903 million (2013: R15 942
million). 32% of this was generated outside South Africa, reflecting the
benefits of the Group's strategy to diversify geographically.
Profit from operations of R1 596 million was 14% higher than 2013's R1 398
million. Headline earnings improved by 7% to R943 million (2013: R885 million).
EPS was 979 cents (2013: 845 cents), a 16% year-on-year improvement. HEPS
improved by 6% to 842 cents (2013: 791 cents) notwithstanding the 193cps and
25cps negative impacts of the strikes and restructuring costs, respectively.
The completion of the bulk surplus property sale at Modderfontein and a record
performance from the specialty chemicals cluster were key to growth in the
Group's profitability. Aggressive cost control and working capital management
also yielded results.
The platinum mining strikes had a R300 million negative impact on AECI's profit
from operations. The Group's results normalised in the last quarter as the
platinum sector recovered.
The Company made good progress in de-risking its defined-benefit obligations
and finalisation of the necessary regulatory processes is in progress.
The Board has declared a final cash dividend of 225 cents per ordinary share
(2013: 210 cents), a 7% year-on-year increase. This brings the total ordinary
dividend for the 2014 financial year to 340 cents per ordinary share, an 8%
increase on 2013's 315 cents.
Having received the full cash proceeds from the bulk property sale at
Modderfontein, the Board has decided to return the majority of the net proceeds
to shareholders. Accordingly, in addition to the final ordinary cash dividend,
it has also declared a special dividend of 375 cents per ordinary share,
subject to approval by the South African Reserve Bank.
Safety
A highlight of 2014 was that AECI's Total Recordable Injury Rate ("TRIR")
improved further to 0,50 (2013: 0,52) - its best ever. Another exceptional
performance from AEL Mining Services ("AEL") underpinned the improvement. The
TRIR measures the number of incidents per 200 000 hours worked.
Tragically a fatality occurred after the reporting date, when a Group employee
died in a traffic accident while travelling on a public road to a customer's
site in the Northern Cape.
Explosives
Revenue from AEL decreased by 2% to R7 256 million (2013: R7 434 million). The
negative effects of the platinum mining sector strikes, lower volumes
inIndonesia and West Africa, and price pressures adversely affected revenue.
The operating margin ratio declined to 5,1% (2013: 7,7%).
Overall explosives volumes to mining customers decreased by 4% while initiating
systems decreased by 19%. Profit from operations declined by 35% to R372
million (2013: R572 million). It is estimated that R170 million of the decline
was directly attributable to the strikes. In addition, a further R28 million
was spent on completing AEL's restructuring processes.
The Southern African operations performed solidly and explosives volumes
improved by 1,2%. There was good growth in the iron ore and coal mining
businesses. AEL's market share increased in the coal mining sector, thanks to
volumes gained in a tender process concluded in the last quarter.
South Africa's narrow reef gold mining industry continued to restructure and
certain operations closed as the low gold price compromised profitability
further. It was pleasing that, notwithstanding these difficult trading
conditions, AEL gained market share in this sector in the second six months.
Explosives volumes in the rest of Africa slowed in the second half to deliver
growth of 1% for the year. A strong performance in Central Africa was offset by
lower West African volumes. Over and above the effects of the declining gold
price, results were impacted by foreign exchange losses due to de-
dollarisation in Ghana for six months, political unrest in Burkina Faso and the
Ebola outbreak in parts of the region.
Poor thermal coal prices had a significant effect on volumes in Indonesia, with
an overall decrease of 26%. Certain smaller coal miners discontinued their
operations, while the activities of AEL's largest customer were compromised by
coal offloading logistics and power constraints. Thermal coal prices are
forecast to remain depressed for the foreseeable future and, accordingly,
restructuring is underway to ensure that costs reduce in line with market
demand. Nonetheless, AEL's strategic position in the region remains strong.
A highlight was the successful establishment of a bulk emulsion plant in
Queensland, Australia. A five-year supply agreement was signed with Thiess in
Australia for the supply of explosives and initiating systems. Thiess is the
world's largest mining contractor. AEL commenced commercial operations during
January 2015.
Capital expenditure in 2014 was R499 million, of which R183 million was for
expansion and R316 million was replacement capital. Key projects at
Modderfontein included a more efficient ammonia offloading facility; final
closure of the old initiating systems plant and the completion of the new
detonator campus; and a statutory shutdown of the No. 11 Nitric Acid plant.
Investments were also made in the Australian expansion and at various customer
sites to support growth.
Specialty chemicals
Revenue increased by 12% to R9 368 million (2013: R8 359 million) and profit
from operations was a record R1 000 million, 8,5% higher than the R922 million
of last year. Overall volumes grew by 4%. These excellent results reflect the
benefits of acquisitions finalised in the current and prior years, improved
cost efficiencies from active portfolio restructuring initiatives and the
effects of the weaker ZAR/US$ exchange rate. The expansion of the product and
services offering through agreements with new principals also boosted
competitive advantage.
The operating margin ratio declined slightly to 10,7% from 11,0% due to higher
Nulandis sales at lower margins and lower profitability at Senmin. It is
estimated that R130 million profit from operations was lost due to the strikes
by the segment as a whole.
There were excellent performances from Chemical Initiatives ("CI"), Experse
(formerly Lake Specialties), ImproChem and Nulandis. There was a pleasing
turnaround in ChemSystems and Senmin delivered a credible result, recovering
well in the last quarter from the strike impact in the first nine months.
As previously announced, Clariant Southern Africa's water treatment business
was acquired for R405 million. The business was successfully integrated into
ImproChem and its financial results consolidated from July 2014. The
consolidated business' performance met expectations. The acquisition is in line
with the Group's strategy to grow its African footprint in the water solutions
sector.
The agricultural sector in Africa and in other selected geographies is one of
the AECI Group's strategic growth pillars. Nulandis is leading this strategic
thrust. Ecologika®, a division of CI, also services the agricultural sector
with specialty sulphur-based products and was integrated with Nulandis on 1
January 2015. This will allow Ecologika® to benefit from Nulandis' established
footprint in South Africa and the rest of Africa. At the same time Nulandis'
portfolio will be enhanced, strengthening the AECI Group's position and
prospects in the agricultural sector.
The Akulu Marchon ("Akulu") business is being restructured. The petroleum jelly
division was closed and its assets are being sold. The white oils activities
were integrated with Industrial Oleochemical Products. In the second quarter of
2015 the surfactants business will transfer to CI and the personal care
portfolio will be divisionalised into ChemSystems. It is intended that the
remaining 50% share in the Resinkem joint venture will be acquired, whereafter
this business will also move to ChemSystems.
Capital expenditure for the segment totalled R227 million (2013: R236 million)
of which R146 million was for expansion. Key projects included a new blending
plant at SA Premix, in Burgersdorp; installation of a new reactor at ImproChem,
Umbogintwini, to manufacture GE products and replace imports; completion of
SANS Technical Fibers' technology conversion project in the USA; and
construction of a new Research and Development centre for Senmin, in Sasolburg.
Property
Revenue was R871 million (2013: R672 million). Of this, R462 million related to
the bulk sale of land at Modderfontein to Shanghai Zendai, R55 million to land
sales at Somerset West and R354 million to the on-going leasing and services
businesses. Profit from operations was R490 million (2013: 219 million),
including R421 million from the Shanghai Zendai transaction.
Of the R421 million, R202 million was non-headline. When the balance of the
land is transferred to Shanghai Zendai a further R47 million, before tax, will
be recognised as non-headline earnings. This is expected to be completed in the
first half of 2015.
The Group continues to evaluate alternatives for the disposal of its surplus
land and assets at Somerset West. A bulk disposal remains the preferred
solution and offers from potential purchasers are being considered.
Cash utilisation
Capital expenditure was higher than in the prior year, totalling R745 million
(2013: R633 million) with R335 million of this invested in expansion projects.
The majority of the expenditure was on AEL projects at Modderfontein that have
secured the continued reliable supply of ammonium nitrate to support growth
into the foreseeable future.
Gearing was at 9% from 25% in December 2013. Gearing was lower owing to the
receipt of cash from the bulk sale of Modderfontein. Net working capital
improved to 15,4% of revenue (2013: 19,6%).
Cash interest cover improved to 14,6 times (2013: 11,4 times). Net interest
paid decreased to R150 million (2013: R175 million) as the proceeds from the
property sale improved the debt position.
Competition Commission
On 4 December, the Competition Commission of South Africa ("the Commission")
conducted a search and seizure ("Dawn Raid") at the offices of Akulu in
Gauteng, and at a competitor.
Akulu manufactures and supplies a wide range of surfactant products. The Dawn
Raid operation was part of the Commission's on-going investigation into
collusive conduct in the market for the production and supply of a range of
surfactant products used as input materials in the manufacture of blended
household detergents.
The Commission seized documents and electronic data which are currently being
analysed together with other information gathered to determine whether a
contravention of the Competition Act No. 89 of 1998 has occurred.
AECI has comprehensive policies and practices in place to prevent anti-
competitive or other inappropriate business practices. Training in this regard
is conducted across the Group and AECI prides itself in being an enterprise
with the highest standards in governance and ethics. In this context, the Dawn
Raid was extremely disappointing.
In line with policy, the Company has cooperated fully with the Commission's
investigation thus far and will continue to do so.
Directorate
Godfrey Gomwe was appointed as a Non-executive Director on the Company's Board
with effect from 31 January 2015. AECI welcomes him and looks forward to his
contribution in years to come.
Outlook and strategy
The outlook for the global economy and commodity prices remains uncertain.
Growth in the South African economy is expected to remain weak in 2015, as is
that in the local manufacturing sector. Electricity supply issues, volatility
in the oil price and labour relations in the mining sector remain of concern.
AECI will need to be nimble and flexible enough to adapt its strategy and
business model to any changes in the environment and the needs of its
customers. Cost control and working capital management will be priorities.
Nonetheless, due to its strategic positioning, AECI believes it is well placed
to take advantage of opportunities in its chosen growth areas of mining
solutions, agriculture, water solutions and food additives. Growth by strategic
acquisition will remain a focus.
The Group will continue to consolidate and diversify its geographical footprint
and will build on progress made in Australia and Indonesia. In Africa it will
also continue to leverage the benefits of its footprint and know-how,
established over many years.
The benefits of recent strategic capital expenditure programmes will alsomake a
positive contribution to the Group's performance in 2015 and beyond.
Schalk Engelbrecht Mark Dytor
Chairman Chief Executive
Woodmead, Sandton
24 February 2015
Directors: S Engelbrecht (Chairman), MA Dytor (Chief Executive)#, RMW Dunne*, Z
Fuphe, G Gomwe**, RL Hiemstra, KM Kathan (Financial Director)#, LL Mda, AJ
Morgan, M Nyhonyha, R Ramashia.
# Executive *British **Zimbabwean
Group Company Secretary: EN Rapoo
Notice to shareholders
Declaration of final ordinary cash dividend no. 162
Notice is hereby given that, on Monday, 23 February 2015, the Directors of AECI
declared a gross final cash dividend of 225 cents per share, in respect of the
financial year ended 31 December 2014. The dividend is payable on Tuesday, 7
April 2015 to holders of ordinary shares recorded in the register of the
Company at the close of business on the record date, being Thursday, 2 April
2015.
The last day to trade cum dividend will be Thursday, 26 March 2015 and shares
will commence trading ex dividend as from the commencement of business on
Friday, 27 March 2015.
A South African dividend withholding tax of 15% will be applicable to all
shareholders who are not either exempt or entitled to a reduction of the
withholding tax rate in terms of a relevant Double Taxation Agreement resulting
in a net dividend of 191,25000 cents per share payable to those shareholders
who are not eligible for exemption or reduction. Application forms for
exemption or reduction may be obtained from the Transfer Secretaries and must
be returned to them on or before Thursday, 26 March 2015.
The issued share capital at the declaration date is 128 241 140 listed ordinary
shares, 10 117 951 unlisted redeemable convertible B ordinary shares and 3 000
000 listed cumulative preference shares. The dividend has been declared from
the income reserves of the Company. No Secondary Tax on Companies' credits are
available for use.
Any change of address or dividend instruction must be received on or before
Thursday, 26 March 2015.
Share certificates may not be dematerialised or rematerialised between Friday,
27 March 2015 to Thursday, 2 April 2015, both days inclusive.
By order of the Board
E N Rapoo
Group Company Secretary
Woodmead, Sandton
24 February 2015
Special dividend declaration
Shareholders are advised that the Directors of AECI have declared a gross
special dividend ("Special Dividend") of 375 cents per ordinary share, thereby
returning to shareholders the majority of the net proceeds from the bulk
property sale at Modderfontein.
The special dividend is subject to approval by the Financial Surveillance
Department of the South African Reserve Bank ("SARB"). A finalisation
announcement confirming receipt of SARB approval will be released on SENS by no
later than Friday, 15 May 2015.
The Special Dividend is a dividend as defined in the Income Tax Act, 1962 and
in terms of this Act a dividend withholding tax rate of 15% is applicable to
shareholders who are not exempt from dividend withholding tax, resulting in a
net dividend amount of 318,75000 cents per share. The dividend has been
declared from the income reserves of the Company. No Secondary Tax on
Companies' credits are available to be used.
The Directors have satisfied the solvency and liquidity test as required in
terms of section 4(1) of the Companies Act, Act No. 71 of 2008. The issued
share capital is 128 241 140 listed ordinary shares and 10 117 951 unlisted
redeemable convertible B ordinary shares.
The salient dates for the Special Dividend are as follows:
2015
Finalisation date* Friday, 15 May
Last day of trade to receive Special Dividend Friday, 22 May
Shares commence trading ex Special Dividend Monday, 25 May
Record date Friday, 29 May
Payment date Monday, 1 June
Any change of address or dividend instruction must be received on or before
Thursday, 21 May 2015.
Share certificates may not be dematerialised or rematerialised from Monday, 25
May 2015 to Friday, 29 May 2015, both days inclusive.
By order of the Board
EN Rapoo
Group Company Secretary
Woodmead, Sandton
24 February 2015
Transfer Secretaries
Computershare Investor Services (Pty) Ltd
70 Marshall Street
Johannesburg
2001
Computershare Investor Services PLC P O Box 82
The Pavilions
Bridgwater Road
Bristol BS 99 7NH
England
Registered Office
1st floor, AECI Place
24 The Woodlands Woodlands Drive Woodmead
Sandton
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
