Aeci 5 1/2% Prf Regulatory News (87FZ)

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 2013R 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 43investees, 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 946shareholders Impairment of goodwill - 5 Impairment of property, plant and 3 9equipment Impairment of assets held for sale (3) 21 - Profit on partial disposal of netinvestment in foreign operation - (38) Surplus on derecognition of businesses, - (3)joint ventures and subsidiariesdisposed 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 2013R millions Audited Profit for the year 1 109 954 Other comprehensive income net of tax: Items that may be reclassified subsequently toprofit or loss: Foreign currency translation differences 164 362 Items that may not be reclassified subsequently toprofit 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 2013R millions Audited Total comprehensive income for the year 1 208 1 402 Dividends paid (378) (336) Business combinations and change in ownership 5 7percentage 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 2013Millions Audited Weighted average number of ordinary shares at 138,3 138,3beginning 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 111,9 111,9basic earnings per share Dilutive adjustment for potential ordinary shares 6,0 7,7 Weighted average number of ordinary shares for 117,9 119,6diluted earnings per share Industry segment analysis Revenue 2014 2013R 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 2013R 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 2013R 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 assetsclassified as held for sale less accounts payable. Statement of financial position 2014 2013 31 Dec 31 DecR 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 2013R 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 2013R 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 199leased - 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 condensedconsolidated financial results are prepared in accordance with the requirementsof the JSE Limited's Listings Requirements ("Listings Requirements") forprovisional reports and the requirements of the Companies Act of South Africa.The Listings Requirements require provisional reports to be prepared asfollows: in accordance with the framework concepts and the measurement andrecognition requirements of International Financial Reporting Standards("IFRS"); the South African Institute of Chartered Accountants FinancialReporting Guides as issued by the Accounting Practice Committee; FinancialPronouncements as issued by the Financial Reporting Standards Council; and toalso, as a minimum, contain the information required by IAS 34 InterimFinancial Reporting. The accounting policies applied in the preparation of thereviewed condensed consolidated financial results are in terms of IFRS and areconsistent with those applied in the previous consolidated annual financialstatements. The preparation of these reviewed condensed consolidated financialresults for the year ended 31 December 2014 was supervised by the FinancialDirector, Mr KM Kathan CA(SA) AMP (Harvard). The reviewed condensedconsolidated financial results, excluding commentary, have been reviewed by theCompany's auditors, KPMG Inc, who have issued an unmodified review opinion. Acopy of the review opinion is obtainable from AECI's registered office. (2) Includes foreign and export revenue of R5 417 million (2013: R5 224million). (3) The AECI Group disposed of the bulk of its surplus property assets, atModderfontein, to Shanghai Zendai Property Limited on 20 March 2014 for aconsideration of R978 million (excluding VAT). Certain portions of the landdisposed of were development property while the remaining portions representeddisposal of capital assets. R462 million of the consideration was recognised inrevenue, with R386 million recognised as proceeds on disposal of capitalassets, R9 million in respect of reimbursement and related costs and theremaining R121 million recognised in the statement of financial position, underaccounts payable, as income received in advance. In the statement of cash flowsproceeds of R507 million (R386 million in proceeds and R121 million of cashreceived in advance) were included as a cash inflow under investing activitieswhile the remainder formed part of cash generated by operations. A net profit of R421 million was included in profit from operations of theproperty segment. R202 million of that profit related to the disposal ofcapital assets and was deducted from headline earnings. The property segment'sprofit from operations also included an impairment of R21 million relating to aportion of land forming part of the transaction. In accordance with IFRS 5,this impairment was recognised because the carrying amount exceeded itsallocated selling price. Property assets included in assets classified as held for sale at 31 December2014 amounted to R74 million. The proceeds in respect of this were R121million. The resultant profit of R47 million before tax, will be recognisedwhenthe land is transferred to Shanghai Zendai Property Limited. (4) On 1 July 2014 AECI's wholly-owned subsidiary ImproChem Proprietary Limitedacquired Clariant Southern Africa Proprietary Limited's ("Clariant") watertreatment business in Africa, all its South African assets and a 50% interestin its subsidiary Blendtech Proprietary Limited. This was included in capitalcommitments at 31 December 2013. In the six months to 31 December 2014, the Clariant business contributedrevenue of R294 million and profit from operations of R16 million. If theacquisition had occurred on 1 January 2014, management estimates that AECI'sconsolidated revenue would have been R17 412 million and AECI's consolidatedprofit from operations would have been R1 631 million. The Clariant acquisition had the following effects on the Group's assets andliabilities: 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 withrelated parties in the Group in the ordinary course of business, on an arm'slength basis, the nature of which was consistent with those previouslyreported. All transactions and balances with these related parties have beeneliminated appropriately in the consolidated results. (6) The AECI Group measures forward exchange contracts at fair value usinginputs as described in Level 2 of the fair value hierarchy. The fair values forforward exchange contracts are based on quotes from brokers. Similar contractsare traded in an active market and the quotes reflect the actual transactionson similar instruments. All other financial assets or liabilities' carryingvalues approximate their fair values based on the nature or maturity period ofthe financial instrument. There were no transfers between Levels 1, 2 or 3 ofthe fair value hierarchy during the year ended 31 December 2014. (7) The reviewed condensed consolidated financial results do not include all ofthe disclosures required for full annual financial statements and should beread in conjunction with the consolidated annual financial statements for theyear ended 31 December 2013. Commentary Performance AECI delivered robust results in a very challenging year characterised by theunprecedented five-month platinum sector mining strikes, weakening commodityprices and continued low growth in South Africa's manufacturing sector and theoverall economy. Revenue increased by 6% to R16 903 million (2013: R15 942million). 32% of this was generated outside South Africa, reflecting thebenefits of the Group's strategy to diversify geographically. Profit from operations of R1 596 million was 14% higher than 2013's R1 398million. Headline earnings improved by 7% to R943 million (2013: R885 million).EPS was 979 cents (2013: 845 cents), a 16% year-on-year improvement. HEPSimproved by 6% to 842 cents (2013: 791 cents) notwithstanding the 193cps and25cps negative impacts of the strikes and restructuring costs, respectively. The completion of the bulk surplus property sale at Modderfontein and a recordperformance from the specialty chemicals cluster were key to growth in theGroup's profitability. Aggressive cost control and working capital managementalso yielded results. The platinum mining strikes had a R300 million negative impact on AECI's profitfrom operations. The Group's results normalised in the last quarter as theplatinum sector recovered. The Company made good progress in de-risking its defined-benefit obligationsand 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 ordinarydividend 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 atModderfontein, the Board has decided to return the majority of the net proceedsto 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 exceptionalperformance from AEL Mining Services ("AEL") underpinned the improvement. TheTRIR measures the number of incidents per 200 000 hours worked. Tragically a fatality occurred after the reporting date, when a Group employeedied in a traffic accident while travelling on a public road to a customer'ssite in the Northern Cape. Explosives Revenue from AEL decreased by 2% to R7 256 million (2013: R7 434 million). Thenegative effects of the platinum mining sector strikes, lower volumesinIndonesia 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 initiatingsystems decreased by 19%. Profit from operations declined by 35% to R372million (2013: R572 million). It is estimated that R170 million of the declinewas directly attributable to the strikes. In addition, a further R28 millionwas spent on completing AEL's restructuring processes. The Southern African operations performed solidly and explosives volumesimproved by 1,2%. There was good growth in the iron ore and coal miningbusinesses. AEL's market share increased in the coal mining sector, thanks tovolumes gained in a tender process concluded in the last quarter. South Africa's narrow reef gold mining industry continued to restructure andcertain operations closed as the low gold price compromised profitabilityfurther. It was pleasing that, notwithstanding these difficult tradingconditions, 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 delivergrowth of 1% for the year. A strong performance in Central Africa was offset bylower West African volumes. Over and above the effects of the declining goldprice, results were impacted by foreign exchange losses due to de-dollarisation in Ghana for six months, political unrest in Burkina Faso and theEbola outbreak in parts of the region. Poor thermal coal prices had a significant effect on volumes in Indonesia, withan overall decrease of 26%. Certain smaller coal miners discontinued theiroperations, while the activities of AEL's largest customer were compromised bycoal offloading logistics and power constraints. Thermal coal prices areforecast to remain depressed for the foreseeable future and, accordingly,restructuring is underway to ensure that costs reduce in line with marketdemand. Nonetheless, AEL's strategic position in the region remains strong. A highlight was the successful establishment of a bulk emulsion plant inQueensland, Australia. A five-year supply agreement was signed with Thiess inAustralia for the supply of explosives and initiating systems. Thiess is theworld's largest mining contractor. AEL commenced commercial operations duringJanuary 2015. Capital expenditure in 2014 was R499 million, of which R183 million was forexpansion and R316 million was replacement capital. Key projects atModderfontein included a more efficient ammonia offloading facility; finalclosure of the old initiating systems plant and the completion of the newdetonator campus; and a statutory shutdown of the No. 11 Nitric Acid plant.Investments were also made in the Australian expansion and at various customersites to support growth. Specialty chemicals Revenue increased by 12% to R9 368 million (2013: R8 359 million) and profitfrom operations was a record R1 000 million, 8,5% higher than the R922 millionof last year. Overall volumes grew by 4%. These excellent results reflect thebenefits of acquisitions finalised in the current and prior years, improvedcost efficiencies from active portfolio restructuring initiatives and theeffects of the weaker ZAR/US$ exchange rate. The expansion of the product andservices offering through agreements with new principals also boostedcompetitive advantage. The operating margin ratio declined slightly to 10,7% from 11,0% due to higherNulandis sales at lower margins and lower profitability at Senmin. It isestimated that R130 million profit from operations was lost due to the strikesby the segment as a whole. There were excellent performances from Chemical Initiatives ("CI"), Experse(formerly Lake Specialties), ImproChem and Nulandis. There was a pleasingturnaround in ChemSystems and Senmin delivered a credible result, recoveringwell in the last quarter from the strike impact in the first nine months. As previously announced, Clariant Southern Africa's water treatment businesswas acquired for R405 million. The business was successfully integrated intoImproChem and its financial results consolidated from July 2014. Theconsolidated business' performance met expectations. The acquisition is in linewith the Group's strategy to grow its African footprint in the water solutionssector. The agricultural sector in Africa and in other selected geographies is one ofthe AECI Group's strategic growth pillars. Nulandis is leading this strategicthrust. Ecologika®, a division of CI, also services the agricultural sectorwith specialty sulphur-based products and was integrated with Nulandis on 1January 2015. This will allow Ecologika® to benefit from Nulandis' establishedfootprint in South Africa and the rest of Africa. At the same time Nulandis'portfolio will be enhanced, strengthening the AECI Group's position andprospects in the agricultural sector. The Akulu Marchon ("Akulu") business is being restructured. The petroleum jellydivision was closed and its assets are being sold. The white oils activitieswere integrated with Industrial Oleochemical Products. In the second quarter of2015 the surfactants business will transfer to CI and the personal careportfolio will be divisionalised into ChemSystems. It is intended that theremaining 50% share in the Resinkem joint venture will be acquired, whereafterthis 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 blendingplant at SA Premix, in Burgersdorp; installation of a new reactor at ImproChem,Umbogintwini, to manufacture GE products and replace imports; completion ofSANS Technical Fibers' technology conversion project in the USA; andconstruction of a new Research and Development centre for Senmin, in Sasolburg. Property Revenue was R871 million (2013: R672 million). Of this, R462 million related tothe bulk sale of land at Modderfontein to Shanghai Zendai, R55 million to landsales at Somerset West and R354 million to the on-going leasing and servicesbusinesses. 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 theland is transferred to Shanghai Zendai a further R47 million, before tax, willbe recognised as non-headline earnings. This is expected to be completed in thefirst half of 2015. The Group continues to evaluate alternatives for the disposal of its surplusland and assets at Somerset West. A bulk disposal remains the preferredsolution 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 havesecured the continued reliable supply of ammonium nitrate to support growthinto the foreseeable future. Gearing was at 9% from 25% in December 2013. Gearing was lower owing to thereceipt of cash from the bulk sale of Modderfontein. Net working capitalimproved to 15,4% of revenue (2013: 19,6%). Cash interest cover improved to 14,6 times (2013: 11,4 times). Net interestpaid decreased to R150 million (2013: R175 million) as the proceeds from theproperty 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 inGauteng, and at a competitor. Akulu manufactures and supplies a wide range of surfactant products. The DawnRaid operation was part of the Commission's on-going investigation intocollusive conduct in the market for the production and supply of a range ofsurfactant products used as input materials in the manufacture of blendedhousehold detergents. The Commission seized documents and electronic data which are currently beinganalysed together with other information gathered to determine whether acontravention 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 regardis conducted across the Group and AECI prides itself in being an enterprisewith the highest standards in governance and ethics. In this context, the DawnRaid was extremely disappointing. In line with policy, the Company has cooperated fully with the Commission'sinvestigation thus far and will continue to do so. Directorate Godfrey Gomwe was appointed as a Non-executive Director on the Company's Boardwith effect from 31 January 2015. AECI welcomes him and looks forward to hiscontribution 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 isthat in the local manufacturing sector. Electricity supply issues, volatilityin 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 andbusiness model to any changes in the environment and the needs of itscustomers. Cost control and working capital management will be priorities. Nonetheless, due to its strategic positioning, AECI believes it is well placedto take advantage of opportunities in its chosen growth areas of miningsolutions, agriculture, water solutions and food additives. Growth by strategicacquisition will remain a focus. The Group will continue to consolidate and diversify its geographical footprintand will build on progress made in Australia and Indonesia. In Africa it willalso 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 apositive contribution to the Group's performance in 2015 and beyond. Schalk Engelbrecht Mark DytorChairman Chief Executive Woodmead, Sandton24 February 2015 Directors: S Engelbrecht (Chairman), MA Dytor (Chief Executive)#, RMW Dunne*, ZFuphe, G Gomwe**, RL Hiemstra, KM Kathan (Financial Director)#, LL Mda, AJMorgan, 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 AECIdeclared a gross final cash dividend of 225 cents per share, in respect of thefinancial year ended 31 December 2014. The dividend is payable on Tuesday, 7April 2015 to holders of ordinary shares recorded in the register of theCompany at the close of business on the record date, being Thursday, 2 April2015. The last day to trade cum dividend will be Thursday, 26 March 2015 and shareswill commence trading ex dividend as from the commencement of business onFriday, 27 March 2015. A South African dividend withholding tax of 15% will be applicable to allshareholders who are not either exempt or entitled to a reduction of thewithholding tax rate in terms of a relevant Double Taxation Agreement resultingin a net dividend of 191,25000 cents per share payable to those shareholderswho are not eligible for exemption or reduction. Application forms forexemption or reduction may be obtained from the Transfer Secretaries and mustbe returned to them on or before Thursday, 26 March 2015. The issued share capital at the declaration date is 128 241 140 listed ordinaryshares, 10 117 951 unlisted redeemable convertible B ordinary shares and 3 000000 listed cumulative preference shares. The dividend has been declared fromthe income reserves of the Company. No Secondary Tax on Companies' credits areavailable for use. Any change of address or dividend instruction must be received on or beforeThursday, 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 RapooGroup Company SecretaryWoodmead, Sandton24 February 2015 Special dividend declaration Shareholders are advised that the Directors of AECI have declared a grossspecial dividend ("Special Dividend") of 375 cents per ordinary share, therebyreturning to shareholders the majority of the net proceeds from the bulkproperty sale at Modderfontein. The special dividend is subject to approval by the Financial SurveillanceDepartment of the South African Reserve Bank ("SARB"). A finalisationannouncement confirming receipt of SARB approval will be released on SENS by nolater than Friday, 15 May 2015. The Special Dividend is a dividend as defined in the Income Tax Act, 1962 andin terms of this Act a dividend withholding tax rate of 15% is applicable toshareholders who are not exempt from dividend withholding tax, resulting in anet dividend amount of 318,75000 cents per share. The dividend has beendeclared from the income reserves of the Company. No Secondary Tax onCompanies' credits are available to be used. The Directors have satisfied the solvency and liquidity test as required interms of section 4(1) of the Companies Act, Act No. 71 of 2008. The issuedshare capital is 128 241 140 listed ordinary shares and 10 117 951 unlistedredeemable 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 beforeThursday, 21 May 2015. Share certificates may not be dematerialised or rematerialised from Monday, 25May 2015 to Friday, 29 May 2015, both days inclusive. By order of the Board EN RapooGroup Company SecretaryWoodmead, Sandton24 February 2015 Transfer Secretaries Computershare Investor Services (Pty) Ltd70 Marshall StreetJohannesburg2001 Computershare Investor Services PLC P O Box 82The PavilionsBridgwater RoadBristol BS 99 7NHEngland Registered Office1st floor, AECI Place24 The Woodlands Woodlands Drive WoodmeadSandton SponsorRand Merchant Bank (A division of FirstRand Bank Limited)