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Fri 15 May 2009, 17:13 SER / SRN - Seardel - Audited Results For The 9 Month Period Ended 31 March 2009
SER   SRN
SER                                                                             
SER / SRN - Seardel - Audited Results For The 9 Month Period Ended 31 March 2009
SEARDEL INVESTMENT CORPORATION LIMITED                                          
(Incorporated in the Republic of South Africa)                                  
(Registration number 1968/011249/06)                                            
Share code: SER & ISIN Code:   ZAE000029815                                     
Share code: SRN & ISIN Code:   ZAE000030144                                     
("Seardel" or "the company" or "the group")                                     
AUDITED RESULTS FOR THE 9 MONTH PERIOD ENDED 31 MARCH 2009                      
CONSOLIDATED INCOME STATEMENT                                                   
Rand thousands                                                                  
                                              AUDITED FOR    AUDITED FOR        
PERIOD ENDED   YEAR ENDED         
                                              31 MARCH 2009  30 JUNE 2008       
Revenue                                        2 883 102      3 867 565         
Cost of revenue                                (2 476 676)    (3 145 843)       
Gross profit                                    406 426        721 722          
Other income                                    84 056         90 021           
Distribution costs                             (283 808)      (341 461)         
Administrative and other expenses              (339 225)      (485 158)         
Operating loss before impairments and          (132 551)      (14 876)          
restructuring and retrenchment costs                                            
Impairment of assets                           (82 522)       (108 693)         
Restructuring and retrenchment costs           (26 819)       (41 886)          
Operating loss before finance costs            (241 892)      (165 455)         
Finance income                                  18 859         31 134           
Finance expenses                               (86 494)       (112 779)         
Share of losses from joint venture             (2 503)        (9 181)           
Loss before taxation                           (312 030)      (256 281)         
Income tax expense                              27 470         72 212           
Loss for the period/year                       (284 560)      (184 069)         
Attributable to:                                                                
Equity holders of the parent                   (279 344)      (178 842)         
Minority interest                              (5 216)        (5 227)           
Loss for the period/year                        (284 560)     (184 069)         
STATISTICS PER SHARE                                                            
In cents, where applicable                                                      
Weighted average number of shares in issue     443,253        90 048            
(`000)                                                                          
Weighted average number of diluted shares in   443,253        90 232            
issue (`000)                                                                    
Number of shares in issue (`000)               702,946        89 620            
Basic loss                                     (63.0)         (198.6)           
Diluted loss                                   (63.0)         (198.2)           
Headline loss                                  (45.6)         (111.0)           
Diluted headline loss                          (45.6)         (110.8)           
RECONCILIATION BETWEEN LOSS AND HEADLINE LOSS                                   
Rand thousands                                                                  
Loss attributable to equity holders of the     (279 344)      (178 842)         
parent                                                                          
Impairment of assets                           82 522         108 693           
Insurance claim                                ( 55)          -                 
Surplus on disposal of property, plant and     (7 733)        (988)             
equipment                                                                       
Release of negative goodwill                   ( 926)         -                 
Loss on disposal of property, plant and        3 616          1 844             
equipment                                                                       
Tax effect of adjustments                                     (30 673)          
Headline loss                                  (201 920)      (99 966)          
CONSOLIDATED BALANCE SHEET                                                      
Rand thousands                                                                  
                                              AUDITED        AUDITED            
                                              AS AT PERIOD   AS AT YEAR         
                                              ENDED          ENDED              
31 MARCH 2009  30 JUNE 2009       
ASSETS                                                                          
Non-current assets                             1 031 644      1 131 726         
Property, plant and equipment                   969 526       1 036 413         
Intangible assets                               21 490         33 283           
Interest in subsidiary companies               -              -                 
Interest in joint ventures                     -               18 000           
Other investments                               1 442          2 405            
Long-term receivables                           35 412         35 189           
Deferred tax asset                              3 774          6 436            
Current assets                                 1 558 351      1 781 887         
Inventories                                     754 354        848 142          
Trade and other receivables                     769 100        879 069          
Non-current assets held for sale                26 818         10 146           
Current tax asset                                129           1 664            
Cash and cash equivalents                       7 950          42 866           
TOTAL ASSETS                                   2 589 995      2 913 613         
                                                                                
EQUITY AND LIABILITIES                                                          
Total equity                                   1 409 413      1 396 839         
Share capital and share premium                 303 969        6 130            
Treasury shares                                (14 610)       (16 250)          
Reserves                                       1 119 590      1 400 353         
Total equity attributable to equity holders    1 408 949      1 390 233         
Minority interest                              464            6 606             
Non-current liabilities                        257 099        261 941           
Interest-bearing liabilities                   168 397        106 409           
Post employment medical aid benefits           80 831         89 182            
Deferred royalty payment                       -              21 998            
Deferred tax liability                         7 420          43 912            
Operating lease accruals                       451            440               
Current liabilities                            923 483        1 254 833         
Interest-bearing liabilities                   40 357          331 471          
Post employment medical aid benefits            4 346         -                 
Deferred royalty payment                        45 172         23 249           
Trade and other payables                        558 359        704 500          
Provisions                                      12 057         38 404           
Bank overdrafts                                 259 660        147 143          
Current tax liability                           3 532          10 066           
TOTAL LIABILITIES                              1 180 582      1 516 774         
TOTAL EQUITY AND LIABILITIES                   2 589 995      2 913 613         
Net asset value (excluding intangible assets)  1 387 459      1 356 950         
Net asset value per share after treasury        197           1 514             
shares (cents)                                                                  
CONSOLIDATED CASH FLOW STATEMENT                                                
Rand thousands                                                                  
                                              AUDITED FOR    AUDITED FOR        
                                              PERIOD ENDED   YEAR ENDED         
31 MARCH 2009  30 JUNE 2008       
NET CASH FLOW FROM OPERATING ACTIVITIES        (162 040)       6 023            
Cash generated from operations                 (78 301)        85 807           
Working capital changes                        (397)           27 624           
Finance income                                  18 859         31 134           
Finance expenses                               (86 494)       (112 779)         
Taxation paid                                  (12 865)       (11 104)          
Dividend paid                                  -              (10 821)          
Proceeds on sale of treasury shares              109          -                 
Contributions for post employment medical      (2 951)        (3 838)           
benefits                                                                        
                                                                                
NET CASH FLOW FROM INVESTING ACTIVITIES        (56 616)       (78 608)          
Additions to property, plant and equipment     (73 811)       (103 735)         
Proceeds on disposal of property, plant and     19 714         27 876           
equipment                                                                       
Acquisition of intangible asset                -              (8 493)           
(Increase)/decrease in non-current             (223)           20 315           
receivables                                                                     
Investment income                                    234        165             
Advances to joint venture                      (20)           (14 736)          
Business combinations                            (2 510)      -                 
                                                                                
NET CASH FLOW FROM FINANCING ACTIVITIES         71 223        (142 813)         
Increase/(decrease) in non-current borrowings   64 498        (713)             
Increase in current borrowings                 -               109 794          
Decrease in current borrowings                 (199 333)      (48 837)          
Reclassification of short term loan to bank    (91 781)       (77 000)          
overdraft                                                                       
Reclassification of 13 month notice facility   -              (122 849)         
to bank overdraft                                                               
Proceeds on share options exercised            -                85              
Share repurchases                              -              (3 293)           
Rights issue                                    297 839       -                 
NET DECREASE IN CASH AND CASH EQUIVALENTS      (147 433)      (215 398)         
Cash and cash equivalents at beginning of      (104 277)       111 121          
period/year                                                                     
CASH AND CASH EQUIVALENTS AT END OF            (251 710)      (104 277)         
PERIOD/YEAR                                                                     
STATEMENT OF RECOGNISED INCOME AND EXPENSE                                      
Rand thousands                                                                  
                                               AUDITED FOR    AUDITED FOR       
                                               THE PERIOD     THE YEAR          
                                               ENDED 31       ENDED 30          
MARCH 2009     JUNE 2009         
Revaluation of land and buildings              (7 206)         34 800           
Revaluation of investments                     (963)            53              
Post employment medical benefit  - actuarial    8 256         (16 084)          
gain/(loss)                                                                     
Taxation on income recognised directly in      (1 506)         23 242           
equity                                                                          
Income and expense recognised directly in      (1 419)         42 011           
equity                                                                          
Loss for the period/year                       (284 560)      (184 069)         
Total recognised income and expense for the    (285 979)      (142 058)         
period/year                                                                     

Attributable to:                                                                
Equity holders of the parent                   (280 763)      (136 831)         
Minority interest                              (5 216)        (5 227)           
Total recognised income and expense for the    (285 979)      (142 058)         
period/year                                                                     
CAPITAL AND RESERVES                                                            
Group                                                                           
Rand thousands                                                                  
                                     Share    Share     Treasury  Other         
                                     Capital  Premium   Shares    Reserves      
Balance 30 June 2007                  5 943     187     (13 042)   187 795      
Total recognised income and expense    -       -          -        53 591       
Share repurchases                     -        -        (3 293)    -            
Share options exercised               -        -          85       -            
Dividend                              -        -          -        -            
Balance 30 June 2008                  5 943     187     (16 250)   241 386      
Total recognised income and expense   -        -         -        (7 363)       
Share issue                                               -         -           
                                     153 264  144 575                           
Share disposals                        -       -         1 640     -            
Balance 31 March 2009                                   (14 610)   234 023      
                                     159 207  144 762                           
                                                                                
CAPITAL AND RESERVES (continued)                                                
Group                                                                           
Rand thousands                                                                  
                                  Retained             Minority                 
Income     Total     Interest  Total          
Balance 30 June 2007              1 360 210  1 541 093  11 833   1 552 926      
Total recognised income and       (190 422)  (136 831) (5 227)   (142 058)      
expense                                                                         
Share repurchases                   -        (3 293)    -        (3 293)        
Share options exercised             -          85       -          85           
Dividend                          (10 821)   (10 821)            (10 821)       
Balance 30 June 2008              1 158 967  1 390 233  6 606    1 396 839      
Total recognised income and       (273 400)  (280 763) (5 216)   (285 979)      
expense                                                                         
Acquisition of minority interest    -        -         (926)     (926)          
Share issue                        -          297 839   -         297 839       
Share disposals                    -          1 640     -         1 640         
Balance 31 March 2009              885 567   1 408 949   464     1 409 413      
SEGMENTAL REPORT                                                                
Period ended 31 March 2009                                                      
Rand thousands                                                                  
                                                    Apparel     Office          
                                                    and         automation      
                                                    household   and             
consumer        
BUSINESS SEGMENTS                       Textiles    textiles    electronic      
                                                                s               
Segment revenue                                                                 
External sales                          1 247 775   1 304 486    149 349        
Inter-segment sales (these              (42 408)    -           -               
transactions are at arm`s length)                                               
                                        1 205 367   1 304 486    149 349        
Segment results                                                                 
Operating (loss)/profit before          (136 628)   (102 127)    7 124          
finance costs                                                                   
                                                                                
BUSINESS SEGMENTS                       Toys        Other       Total           
                                                                                
Segment revenue                                                                 
External sales                           223 900    -           2 925 510       
Inter-segment sales (these              -           -           (42 408)        
transactions are at arm`s length)                                               
                                         223 900    -           2 883 102       
Segment results                                                                 
Operating profit/(loss) before           39 735     (49 996)    (241 892)       
finance costs                                                                   
                                                                                
SEGMENTAL REPORT                                                                
Year ended 30 June 2008                                                         
Rand thousands                                                                  
                                                    Apparel     Office          
                                                    and         automation      
household   and             
                                                                consumer        
BUSINESS SEGMENTS                       Textiles    textiles    electronic      
                                                                s               

Segment revenue                                                                 
External sales                          1 774 863   1 692 752    203 773        
Inter-segment sales (these              (71724)      1 322      -               
transactions are at arm`s length)                                               
                                        1 703 139   1 694 074    203 773        
Segment results                                                                 
Operating (loss)/profit before          (52 865)    (105 347)    11 042         
finance costs                                                                   
                                                                                
                                                                                
BUSINESS SEGMENTS                       Toys        Other       Total           

Segment revenue                                                                 
External sales                           266 579    -           3 937 967       
Inter-segment sales (these              -           -           (70 402)        
transactions are at arm`s length)                                               
                                         266 579    -           3 867 565       
Segment results                                                                 
Operating profit/(loss) before           38 717     (57 002)    (165 455)       
finance costs                                                                   
Notes                                                                           
Basis of preparation                                                            
The consolidated financial statements have been prepared in                     
accordance with International Financial Reporting Standards                     
(IFRS), specifically IAS 34 (Interim financial reporting),                      
and its interpretations adopted by the International                            
Accounting Standards Board (IASB), as well as the South                         
African Companies Act, 1973 and the Listings Requirements of                    
the JSE Limited. These consolidated financial statements                        
have been audited by the company`s auditors, KPMG Inc., and                     
their unqualified audit opinion is available for inspection                     
at the company`s registered office.                                             
Change in accounting policies                                                   
The basis of segmentation has been changed to reflect the                       
changes effected during the restructuring of the group. The                     
segment previously referred to as Industrial Products has                       
been incorporated under Textiles and the results of                             
Oceanair, the Seardel head office and the effect of                             
consolidation entries is now separately disclosed. The                          
accounting policies adopted are in all other respects is                        
consistent with those applied in the preparation of the                         
group`s annual financial statements for the year ended 30                       
June 2008.                                                                      
Business combinations                                                           
With effect from 1 October 2008, the group acquired the                         
remaining 25.1% interest in Seartec Trading (Pty) Ltd with                      
the result that Seartec Trading (Pty) Ltd became a wholly-                      
owned subsidiary of Seardel Investment Corporation Limited.                     
Impairments                                                                     
During the period the following categories of assets were                       
impaired:                                                                       
Rand thousands                 2009                2008                    
                                                                                
     Property, plant and           64 890                87 852                 
     equipment                                                                  
Assets held for sale            7 632                4 028                 
     Intangible assets              10 000               16 813                 
     Total                         82 522               108 693                 
                                                                                
Deferred taxation                                                               
Tax losses have been recognised in Seardel Group Trading                        
(Pty) Ltd and Brits Automotive Systems (Pty) Ltd to the                         
extent of the taxable temporary differences existing in                         
those entities. Deferred tax assets in respect of Val Hau et                    
Cie (Pty) Ltd, Seartec Trading (Pty) Ltd and Frame                              
Industrials (Pty) Ltd continue to be recognised. The                            
directors have considered the future profitability of these                     
deferred tax assets and on the basis that they are projected                    
to produce taxable income in the foreseeable future, these                      
deferred tax assets are considered fully recoverable.                           
Revaluations                                                                    
Land and buildings were revalued effective 31 March 2009 to                     
fair value by independent valuers, David Newham Property                        
Management Co. (Pty) Ltd and reflect a fair value of R528                       
million (2008: R548 million). In arriving at the fair value                     
of the land and buildings, consideration was given to their                     
rental producing capacity taking into account their                             
location, structure and the rental producing capacity of                        
similar buildings in similar locations.                                         
Intangibles                                                                     
During the prior year the group concluded an agreement to                       
manufacture and distribute certain clothing products for the                    
FIFA 2010 World Cup. In terms of this agreement a guaranteed                    
minimum royalty is payable to the licensor. This royalty has                    
been recognised as an intangible asset. Based on current                        
projections of sales and related production, this asset has                     
been impaired as shown in note 4 above.                                         
Non-current assets held for sale                                                
Following the commitment from management, the following                         
assets have been reflected as non-current assets held for                       
sale:                                                                           
Rand thousands        2009                      2008                       
                                                                                
     Land and buildings    7 555                     3 377                      
     Plant and machinery   11 263                    6 769                      
Investments           8 000                     -                          
     Total                 26 818                    10 146                     
Commitments                                                                     
Net capital expenditure during the period under review                          
amounted to R73.8 million (2008: R103 million). There are                       
further commitments in respect of contracted capital                            
expenditure as at 31 March 2009 of R6.4 million.                                
Foreign currency commitments as at 31 March 2009 amounted to                    
R170 million (2008: R267 million) of which R35 million                          
(2008: R168 million) were uncovered.                                            
Contingencies                                                                   
The company has contingent liabilities amounting to R4                          
million relating to royalty claims.                                             
Change in comparatives                                                          
The deferred royalty payment due within 12 months has been                      
separately disclosed on the face of the balance sheet.                          
Previously these were included in trade and other payables.                     
Securitisation of assets                                                        
Lenders to the group have undertaken to maintain the                            
existing facilities until at least 30 June 2010. Security                       
has been provided to a special purpose company (Seardel                         
Security (Pty) Ltd), which has guaranteed the obligations of                    
the group companies in favour of the lenders and which in                       
turn is indemnified by the group companies.                                     
Post balance sheet events                                                       
The group has made the decision in principle, subject to the                    
outcome of the required consultation process with interested                    
parties, to close four manufacturing operations that                            
comprises the Frame Division`s vertical pipeline being                          
spinning, weaving, finishing and denim divisions.  The                          
divisions are situated in KwaZulu-Natal and the financial                       
results are reported within the textile operating segment.                      
Revenue totalling R790 million and loss before taxation                         
totalling R127 million pertaining to the four divisions,                        
have been included in the income statement.                                     
COMMENT ON RESULTS AND CORPORATE ACTIONS                                        
Overview                                                                        
The period under review was significant in the life of                          
Seardel. As reported on in the June 2008 annual financial                       
statements, the pressures brought to bear on the group                          
resulted in it breaching its funding covenants. To save                         
itself from almost inevitable liquidation, the group                            
required a recapitalisation. A rights issue was concluded on                    
27 October 2008 which saw Hosken Consolidated Investments                       
Limited ("HCI") become the controlling shareholder with a                       
71% shareholding. As a result of the successful conclusion                      
of the rights issue and the provision of security,  the                         
group`s commercial funders, who have combined facilities                        
with the group in excess of R750 million, have agreed to                        
leave their facilities in place until 30 June 2010 provided                     
that the group does not breach any of its facility terms.                       
Since HCI has taken control, significant changes have been                      
made to the senior management ranks and the board has been                      
reconstituted. Seardel has commenced with an extensive                          
restructuring program, the main thrusts of which include:                       
- Improving efficiencies through the adoption of world class                    
manufacturing practices;                                                        
- Eliminating low margin turnover by setting margin hurdle                      
rates and if necessary, right-sizing the group. The industry                    
is characterised by long lead times and so the benefit of                       
this initiative will take some time to filter through;                          
- Looking to increase market share in higher margin areas;                      
- Reducing working capital levels throughout the value                          
chain;                                                                          
- Increasing production flexibility to enable quicker                           
turnaround times and shorter runs in line with international                    
retail trends. In order to achieve this goal, factory                           
layouts need to be redesigned and work needs to be done on                      
refining the group`s supply chain management practices and                      
expertise;                                                                      
- Moving from a decentralised strategy to a more centralised                    
approach;                                                                       
- Unlocking economies of scale through factory                                  
consolidations;                                                                 
- Ensuring that the existing assets of the group generate                       
satisfactory long term returns and that future capital is                       
only allocated to projects where there is a high degree of                      
confidence in the expected returns;  and                                        
- Allocating finance costs to each division based on the                        
levels of capital employed in order to better reflect the                       
actual contribution of these divisions and the design of                        
individual bonus structures that reward management for                          
outperformance taking into account the capital under their                      
management.                                                                     
Subsequent events                                                               
On 9 April 2009, the group announced, on SENS, its intention                    
to close certain divisions within the Frame Textile Group`s                     
vertical pipeline, namely the spinning, weaving, finishing                      
and denim divisions. After having spent a number of months                      
evaluating the current performance, considering the                             
prospects of these divisions and stress testing a number of                     
restructuring alternatives, it became clear that there was                      
little that could be done, within management`s control, to                      
return these divisions to profitability. These divisions                        
have been significant loss makers for a number of years,                        
have been through a number of restructurings and significant                    
amounts of capital expenditure have been incurred in                            
attempts to stem the losses. However, it was apparent that                      
even at budgeted efficiencies that are considered world                         
class, these divisions were still predicting losses. We                         
believe that, in line with our stated objective of ensuring                     
that existing assets of the group generate satisfactory long                    
term returns for shareholders, we have been left with no                        
choice but to close these divisions. We can advise that                         
negotiations with interested parties, most notably the South                    
African Clothing and Textile Workers Union, are continuing                      
and we expect to bring this matter to finality shortly.                         
It is regrettable that the South African economy will lose                      
this production capability and capacity, as to recreate it                      
from start-up would require an investment of approximately                      
R1.5 billion thus making the decision to close irreversible.                    
The divisions earmarked for closure, made an operating loss                     
before interest of some R98 million in the period under                         
review. This loss is before accounting for specific closure                     
costs but includes asset impairments of R35 million and                         
increased inventory provisions of R12 million. The cost of                      
closing these divisions will affect the results to 31 March                     
2010 as it is estimated that retrenchment costs, provisions                     
for onerous contracts and ongoing operating losses to be                        
incurred during the shutdown period will be in the order of                     
R165 million. However, despite these costs, the release of                      
working capital and subsequent sale of the plant and                            
equipment will result in the closure being cash positive to                     
the group.  It is anticipated that the closure of these                         
divisions will result in a net cash inflow of some R250                         
million although a large portion of this will only flow once                    
the plant and equipment is sold which, given the current                        
economic climate, is expected to take somewhere between 18                      
and 36 months. Furthermore, the properties occupied by these                    
divisions are owned by the group and will be surplus to                         
requirements. It has not yet been decided whether these                         
properties will be sold or leased.                                              
Results                                                                         
The financial year end has been changed from 30 June to 31                      
March to fall in line with Seardel`s holding company, HCI.                      
Accordingly, the period which has been presented is a 9                         
month period. Seardel recorded an attributable loss of R279                     
million for the period. However, this result has been                           
severely affected by a number of once-off costs that were                       
processed during the current period, most notably:                              
- An R83 million impairment of asset expense, R35 million of                    
which relates to a further impairment of the Frame vertical                     
pipeline assets arrived at based on an independent valuators                    
assessment of their net realisable value, given the current                     
market conditions. It is unlikely that these assets will be                     
sold into the local market and hence the ruling exchange                        
rate at the time of any sale is likely to have an effect on                     
the value received. R30 million of the impairment charge                        
relates to assets of divisions that have moved into a loss                      
making situation during the period. Accounting convention                       
dictates that, these assets need to be valued at the lower                      
of net realisable value or depreciated cost. Initiatives are                    
in place to address these divisions with a view to returning                    
them to profitability. R10 million of the impairment charge                     
relates to the write down of the intangible asset recognised                    
with respect to the FIFA contract, based on the latest                          
projections for this contract. A further R8 million relates                     
to a write down of the group`s interest in Sustainable Fibre                    
Solutions (Pty) Ltd ("SFS") a company which produces fibre                      
from Kenaf plant;                                                               
- A R42 million charge relating to the increased provisions                     
for obsolete inventory;                                                         
- R27 million worth of restructuring and retrenchment costs                     
were recognised during the period;                                              
- A net R22 million foreign exchange loss was incurred due                      
to severe and rapid fluctuations in the exchange rate;                          
- An R11 million charge was processed with regard to                            
provisions for onerous contracts, the bulk of which relates                     
to a contract for the purchase of cotton to be delivered                        
after 31 March 2009, at prices above the closing price at                       
that date;  and                                                                 
- Doubtful debt provisions were increased by R10 million.                       
After adjusting for all the non-recurring items, Seardel                        
recorded a core loss of approximately R101 million of which                     
R68 million relates to finance charges. This leaves a core                      
operating loss of R33 million compared to a R2 million loss                     
for the 12 months to 30 June 2008. The increased core loss                      
is largely due to:                                                              
- a decline in gross margins due to an inability to pass                        
increasing input costs on to customers. If one excludes the                     
effect of the non-recurring items, gross margins have                           
declined by 3.5% from those achieved in the prior period. A                     
3.5% reduction in margin translates into a R94 million                          
reduction in profits. Work is being done to improve margins                     
through efficiency gains, procurement practices and the                         
elimination of low margin turnover; and                                         
- distribution costs as a percentage of turnover have                           
increased by 1% resulting in a R29 million reduction in                         
profits.                                                                        
These factors have been partially offset by the fact that                       
administrative costs have been contained in the current                         
period. If one excludes non-recurring items, administration                     
costs for the current year are R94 million below that of the                    
preceding year on an annualised basis which reflects some of                    
the turnaround initiatives implemented to date.                                 
Restructuring initiatives                                                       
Textiles                                                                        
The textile division has been realigned around product                          
clusters which has resulted in Romatex Home Textiles, Desire                    
Quilted Products and Frame Manchester now all falling under                     
a household textile cluster. The group has invested some R6                     
million in an automated duvet and pillow line for this                          
cluster which raises the capacity for these products by some                    
65%. This plant was fully operational by the end of April                       
2009.                                                                           
Brits Non-Woven, Frame Industrials, Frame Fibres and                            
Seardel`s interest in Brits Automotive Systems (Pty) Ltd now                    
all form part of the non-woven cluster. In the period under                     
review, some R26 million was invested to establish                              
production facilities in Gauteng, replace the inefficient                       
production lines in the Western Cape and upgrade the KwaZulu-                   
Natal facility. This cluster now has production facilities                      
in all its major markets and stands to benefit from greater                     
efficiencies and reduced transport costs. This cluster                          
interfaces with industrial markets as opposed to the retail                     
sector thereby offering the group a measure of                                  
diversification. However, the markets in which it operates,                     
particularly the automotive sector, have been severely                          
affected by the economic downturn. In our view this cluster                     
should perform well once these sectors show signs of                            
recovery.                                                                       
During the previous financial year, the Frame Knitting                          
division acquired the warp knitting business of Gregory                         
Knitting Mills in order to increase its product offering. We                    
can report that the move and integration of these plants                        
into the New Germany and Mobeni sites has been completed and                    
now forms part of the group`s knitting cluster.                                 
Clothing                                                                        
The group is far advanced in the consolidation of the                           
Charmfit, Cygnet and Cape Underwear divisions into a                            
composite lingerie and swimwear division, which is expected                     
to be fully operational as a single facility by June 2009.                      
This consolidation allows the group to smooth out the                           
production peaks and troughs due to seasonality, most                           
notably in the swimwear division, and enables the group to                      
eliminate lower margin turnover which was being used to fill                    
the factories in low demand periods.  The consolidated                          
division has been renamed Intimate Apparel SA and has                           
secured the renewal of the licence to manufacture and                           
distribute Speedo swimwear products for the region until                        
2014.                                                                           
Plans are in place to merge the Bonwit and Bibette ladies                       
formal wear divisions. At this stage it is not envisaged                        
that any production facilities will be closed, however, the                     
merger will result in overall costs being reduced.                              
We will continue to monitor all the group`s business units                      
to ensure that they have the prospect of making sustainable                     
profits for shareholders. Those with little prospect of                         
making sustainable profits will be restructured or closed.                      
Prima Toys ("Prima")                                                            
Turnover for the nine months to March 2009 has increased by                     
11% over the corresponding period last year. This increase                      
is contrary to the current economic trend and has been                          
achieved on improved market share.  Market share is                             
dependent on many factors, not least of which includes being                    
the South African distributor for the majority of leading                       
international brands and characters and ensuring an                             
effective presence on the shop floor.  Management`s efforts                     
include maintaining sound business relationships with                           
Prima`s existing principals and securing additional                             
principals and licensing contracts for new characters that                      
are released into the local market, especially when these                       
coincide with television and film releases.                                     
Notwithstanding the shorter trading period and the economic                     
situation, Prima`s operating profit is some 2.6% higher than                    
the 12 month period to 30 June 2008. However, it must be                        
borne in mind that this is a very seasonal business and both                    
the 9 month period being reported on and the 12 month                           
comparative period include the peak trading season. Having                      
said this, the most pleasing aspect of Prima`s performance                      
is the fact that it managed to improve its operating profit                     
margin by some 3.2% despite the economic climate. This                          
improvement has been achieved on careful control of fixed                       
overheads and the elimination of unprofitable product lines                     
which has resulted in the closure of the last remaining                         
production facilities. As staff were redeployed, no                             
retrenchment costs were incurred.                                               
However, the first quarter of 2009 has served to confirm                        
that we cannot expect to escape the tough economic times                        
unscathed. As a counter measure, we are placing greater                         
emphasis on bringing the correct mix of product in the right                    
volumes onto the market. Concentration on working capital                       
remains a priority. It is hoped that the reducing interest                      
rate and a relatively stronger currency will improve                            
consumer confidence in time for Prima`s peak trading period.                    
Consumer Electronics                                                            
Trading conditions in the office automation industry were                       
extremely competitive with margins, as always, under                            
pressure. Turnover in some product lines declined as pricing                    
wasn`t always competitive. The sales of Sharp calculators                       
were strong once again this year and achieved good growth                       
during the "back to school" periods. The closure of the                         
Scripto division went ahead as planned at the end of                            
December 2008 and some R800 000 of closure costs were                           
incurred.                                                                       
The division has concentrated on reducing infrastructure                        
costs during the past quarter which we believe will show                        
benefits in the year ahead. Sharp Corporation is continually                    
improving their line-up of copiers, cash registers and                          
calculators and continue to be recognised as a quality                          
product.                                                                        
Working capital management has been greatly improved and                        
coupled with aggressive cost control resulted in a positive                     
operating cash-flow for the period.                                             
Industry dynamics                                                               
Whilst fixing the issues internal to Seardel remains the key                    
focus, the textile and garment industry has been under                          
severe pressure with a number of companies either going into                    
liquidation or announcing their closure. As stated in                           
previous annual reports, it is recognised that the local                        
industry cannot compete with imports from the East without                      
effective subsidisation, protections or a combination of the                    
two. It is often touted that the local industry is                              
uncompetitive purely as a result of inefficiencies on the                       
part of local producers.  This is a simplistic view as,                         
whilst there is certainly room for efficiency improvements                      
which is a truism for most local industries, the non-                           
competitiveness in this particular industry is a multi-                         
faceted problem. Some of the main issues facing the local                       
industry include:                                                               
- Subsidisation programs, including state owned firms, in                       
other parts of the world. The garment industry has the                          
ability to create employment for relatively little                              
investment with the cost per job created being one of the                       
lowest of all manufacturing sectors. Governments in                             
developing countries often use the industry as an employment                    
generator, particularly in areas of low economic activity                       
and  subsidise the industry heavily both directly and                           
indirectly;                                                                     
- Although we recognise that some of the local employment                       
conditions need to be reviewed to bring them in line with                       
other industries in our own territory, the necessity to pay                     
a living wage means that the local industry is required to                      
pay significantly higher wages than those paid in competing                     
countries, including neighbouring countries;                                    
- The subsidisation programs and lower wage costs result in                     
international competitors achieving lower costs per unit                        
manufactured thereby attracting the large volumes generated                     
by international retailers which, in turn, results in longer                    
runs and greater efficiency;                                                    
- Very minimal protection is derived through logistics                          
costs. The cost of transporting textiles and garments from                      
overseas, as a percentage of purchase price, is minimal and                     
so the industry does not enjoy the same level of protection                     
from these costs as compared to certain other local                             
industries;                                                                     
- The industry, particularly on the clothing side, is                           
characterised by relatively low barriers to entry, which is                     
compounded by low switching costs for customers;                                
- Some of our own economic policies have been detrimental to                    
the development of the local industry. It is our view that                      
the DCC scheme has been ineffective as a support mechanism                      
for the local manufacturing industry and has simply served                      
to subsidise fellow SACU members` export programs at the                        
expense of local manufacturers. The current SACU and SADC                       
arrangements are also problematic as these countries have                       
discrepant wage structures with very limited tariff                             
protection offered to local producers. In addition, import                      
tariffs were reduced quicker and further than was required                      
in terms of the World Trade Organisation agreements and well                    
ahead of the local industries ability to adapt to the                           
international competition;                                                      
- The import tariffs that are in place provide some                             
protection but the level of illegal and illicit imports is                      
such that these protections do not have the full effect. We                     
are encouraged by the work currently being done by SARS to                      
ensure compliance and this initiative has our full support.                     
However, this is an area that requires constant attention;                      
and                                                                             
- The issue of illegality is not confined to imports. Within                    
the local market there is significant non-compliance to                         
bargaining council agreements which undermines the                              
competitiveness of compliant manufacturers. To this end,                        
Seardel is encouraged by the improved focus of the local                        
bargaining council compliance teams, but non-compliance is                      
widespread and will require a concerted effort to remedy.                       
Although most of the issues mentioned above are beyond the                      
control of the group, we are playing an active role in                          
trying to influence those we can.                                               
We are hopeful that the recently publicised industry rescue                     
package is implemented without delay as it is clear that the                    
local clothing and textile industry is under enormous                           
pressure. The effects of the strengthening Rand and the                         
current economic climate effect on retail sales, have yet to                    
be fully absorbed by the industry. If this industry is lost,                    
it is likely to have severe social consequences for our                         
country, particularly in localised economies, such as the                       
Western Cape and KwaZulu-Natal, where there is a                                
concentration of clothing and textile manufacturers.                            
Grawood loan                                                                    
The group has a R98 million loan from Grawood Investments                       
(Pty) Ltd ("Grawood") a company controlled by Dr Aaron                          
Searll, the group`s founder. Despite ongoing discussions                        
with the representatives of Grawood the group has as yet                        
been unable to reach any agreement as to the basis on which                     
Grawood may be afforded security for its loan account, nor                      
have any of the terms of such security been finalised.                          
Changes to the Board                                                            
Post the rights issue, Dr Aaron Searll, resigned as Chairman                    
and then from the board. Mr John Copelyn was appointed                          
Chairman and the board was reconstituted. Messrs Arthur                         
Jacobson and Russell Upton resigned from the board and the                      
following new appointments were made:                                           
- Mr Stuart Queen was appointed Chief Financial Officer;                        
- Mr Anthony Dixon-Seager was appointed CEO-Clothing                            
Division;                                                                       
- Mr Amon Ntuli was appointed an Executive Director; and                        
- Messrs Kevin Govender, Yunis Shaik and Mohammed Ahmed were                    
appointed Non-executive Directors.                                              
The group`s Chief Executive Officer, Mr Walter Simeoni, is                      
due to retire in November 2009 and as part of its succession                    
planning, Mr Stuart Queen has been appointed CEO designate.                     
In April 2009, the group appointed Mr Gys Wege as the Chief                     
Financial Officer and Mr Anthony Dixon-Seager has been                          
appointed Chief Operating Officer with his role expanding to                    
include responsibility for the group`s textile operations in                    
addition to his current responsibilities.                                       
Outlook                                                                         
It is recognised that there are no quick fixes to a group of                    
this size and that losses are anticipated until the benefits                    
of turnaround come to fruition. Indeed, given the estimated                     
R165 million of costs relating to the closure of the                            
Spinning, Weaving, Finishing and Denim divisions, the group                     
will almost certainly record a further loss for the 12                          
months to 31 March 2010. A significant amount of work is                        
still required to be done to effect a turnaround and we                         
remain pragmatic in our views of the industry and the                           
current economic climate. However, we are pleased with the                      
progress made to date and remain optimistic that a                              
turnaround will be achieved.                                                    
Turnarounds often fail because management does not have                         
sufficient time to implement all the required strategies due                    
to a lack of liquidity. In Seardel`s case, the cash raised                      
on the rights issue as well as the work that has been done                      
to better control working capital means that the group is                       
currently well within its facility limits. Furthermore, the                     
proposed closure of the specific textile divisions is                           
predicted to release R250 million of cash to the group,                         
albeit over an extended period.  There are also still                           
improvements than can be made to the working capital cycles.                    
Although the cash utilisation will build up towards the                         
Christmas period, projections show that the group should                        
remain well within its facility limits.                                         
Appreciation                                                                    
To turnaround a group of this size requires concerted effort                    
over a sustained period. Each member of staff at Seardel has                    
a role to play often requiring extended working hours and                       
focused commitment above and beyond usual requirements. The                     
directors and management of Seardel would like to thank all                     
the staff of the group who continue to work tirelessly to                       
effect the turnaround.                                                          
Dividend                                                                        
The directors have resolved not to declare a dividend for                       
the 9 month period ended 31 March 2009.                                         
For and on behalf of the board of directors                                     
SA Queen                                                                        
Chief Executive Officer - Designate                                             
Cape Town                                                                       
15 May 2009                                                                     
DIRECTORS: J A Copelyn# BA(Hons) BProc (Chairman), Adv N N                      
Lazarus# SC (Deputy Chairman), W Simeoni* (Chief Executive                      
Officer) (Austrian), M H Ahmed# BSc (Accounting), A E Dixon-                    
Seager DipBus M(Hons) (Chief Operating Officer), T G (Kevin)                    
Govender#, A M Ntuli, S A Queen CA(SA) (Chief Executive                         
Officer - Designate), Y Shaik# BProc. (# indicates Non-                         
Executive)                                                                      
Transfer Secretaries                                                            
Computershare Investor Services (Proprietary) Ltd, 70                           
Marshall Street, Johannesburg 2001. P O Box 61051,                              
Marshalltown 2107.                                                              
Administration                                                                  
Secretary and registered office:                                                
HCI Managerial Services (Proprietary) Ltd                                       
1 Moorsom Avenue, corner Bofors Circle and                                      
Moorsom Avenue, Epping Industria II, Cape Town 7460                             
Postal address: P O Box 524 Eppindust 7475                                      
Telephone: +27-21-5055261                                                       
Telefax: +27-21-5350045                                                         
Internet: http://www.seardel.co.za                                              
Auditors                                                                        
KPMG Inc.                                                                       
Sponsor                                                                         
Java Capital (Proprietary) Ltd                                                  
Date: 15/05/2009 17:13:28 Produced by the JSE SENS Department.                  
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