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CSP
CSP
CSP - Chemical Specialities Limited - Reviewed provisional condensed
consolidated results for the 12 months ended 31 march 2010 and updated pro forma
financial information regarding the rights offer
Chemical Specialities Limited
Incorporated in the Republic of South Africa)
Registration number (2005/039947/06)
Share code: CSP
ISIN: ZAE000109427
("Chemspec" or "the Company")
REVIEWED PROVISIONAL CONDENSED CONSOLIDATED RESULTS FOR THE 12 MONTHS ENDED 31
MARCH 2010 AND UPDATED PRO FORMA FINANCIAL INFORMATION REGARDING THE RIGHTS
OFFER
REVIEWED PROVISIONAL CONDENSED CONSOLIDATED RESULTS FOR THE 12 MONTHS ENDED 31
MARCH 2010
COMMENTARY & OVERVIEW
Although the past year has been filled with challenges, we
believe that ChemSpec has emerged victorious with a world
class production facility capable of several times our
previous output and a restructured management team more
than capable of meeting our objectives and targets.
We have completed the relocation of our factories to our
new Canelands facility and through this consolidation we
have enjoyed numerous synergistic savings and have also
eliminated the double handling of inventories between
sites. Yet, possibly the single biggest advantage is the
improved management control of having all operations
accessible on one site.
In addition to the increase in physical tank capacities,
we have been able to further increase output by reducing
the handling process of raw materials through a network of
pipes connecting our bulk holding tanks directly to the
points of manufacture. Coupled with this we have
introduced additional horizontal Netzsch mills to replace
our old technology sand mills. This has effectively reduced the grind time on
some pigments by two shifts anddramatically improved the quality of the end
product.
Further capital projects have been undertaken in the
Canelands facility to enhance both the performance and
efficiency of the facility and to ensure a well managed
environment and reduced cost structure.
This year we have split our five sales divisions namely
ChemSpec Sales, ChemSpec Export, Paint and Abrasive, House
of Paint and House of Paint Franchises to create a more
focused retail strategy, individually targeting the
specific market sectors and, by doing so, aim to
dramatically improve service delivery to the diverse range
of end users.
In addition we have strengthened the ability of both our
local and off-shore businesses to meet the demands of the
market by employing experienced people in key positions to
take advantage of growth opportunities in these markets.
The insurance claim relating to the fire at Jaco place is
in the process of being resolved. There has been no
repudiation of the claim nor has there been any change in
the basis of the claim from what has previously been
reported. However, due to the complex nature of the claim
and the time it is taking to receive a cash settlement,
the directors have deemed it prudent not to provide for
the receipt of the claim in the current financial year.
The effect of the delayed settlement of the insurance
claim has impacted on our free cash flow and the ability
to grow the business. As a result of the cash flow
challenges that we have faced, the company has undertaken a
rights issue to raise the necessary funding from the
shareholders to ensure that there is adequate working
capital in the business. We anticipate the rights issue to
be fully subscribed and we expect R100 million to flow
into the business in the short term. The combined effect
of the rights issue and the settlement of the insurance
claim will enable the company to reduce its most expensive
debt and to place the business into a positive cash flow
position with the necessary reserves to achieve strong
growth in the year ahead.
The building blocks for the group`s success have always
been a passion for innovation, a culture of accountability
and a consistent channel for open communication. A
continuing commitment to these factors has given the group
boldness to compete with some of the largest chemical
companies in the world.
We continue to develop and produce product ranges that
feature more innovative use of latest technologies, and
our quality is truly world class. It is a tribute to team
effort that we have emerged from the above challenges with
a more dedicated and focused strategy for the future. We
are enthusiastic and optimistic for the year ahead and are
also confident that our working capital will be more than
adequate and our factory capacity and personnel skills
sufficient to meet the growing demand for our products as
well as the expectations of our stakeholders.
FINANCIAL AND TRADING PERFORMANCE
Turnover decreased by 36% from the comparable period,
unadjusted for the effects of the insurance claim for loss
of profits. However, we are confident that the inflow of
cash to the business as a result of the rights issue and
the pending settlement of the insurance claim will allow
the company to grow rapidly and regain significant market
share.
The strategic direction of the business has been to
enhance our product offering in the automotive refinish
market both locally and internationally. The group`s
gross profit percentage has improved to 43% from 40%
mainly as a result of the change in our product mix to the
predominant automotive refinish segment. This segment continues to be the
group`s key area of focus and the success of this strategy reflects in our
results and is particularly highlighted during this period of recession.
The group continues to generate strong cash flows from
operating activities. However, the continued development
of the Canelands facility was funded out of working
capital. This was offset to some extent by the sale of the
Canelands property, net of the settlement of the mortgage
loan secured against this property. The net cash position
was adversely affected by extremely difficult trading
conditions.
Revenue continues to be driven by our automotive refinish
segment. Even under tough trading conditions the other
segments held their markets reasonably well, considering
the reduced production capacity as automotive production
took precedence over these lines at the industrial and
wood finish plant.
Trading results show the impact of the group`s strategy to
expand its product offering into the global market and to
grow its international presence, with revenue from external international
customers growing from 26% of total group turnover to 39%.
JACO PLACE FIRE
As disclosed in the company`s annual report for the year ended 31 March 2009
that a fire had occurred at the
company`s Jaco Place facility in Durban on 11 February
2009.
This severely affected production capacity. As a result of
this, the company accelerated the building of the new
facility at Canelands.
During the building phase there was reduced production
capacity which impacted on sales. However, the company has
created a world class manufacturing facility with several
times more capacity and includes the latest technology in
manufacturing equipment. Further thereto, the directors
remain confident of the Group`s growth prospects.
In the company`s interim results for the sixth months
ending 30 September 2009, it was stated that directors
were virtually certain that the claims would be settled by
the insurers. The company`s insurance claims, as they then
stood, were taken to book and the claims accounted for as
other income of R52,848,814 in the company`s interim
results for the six months ending 30 September 2009. At
the time the directors were confident that the claim would
be settled by year end. Immediately prior to year end the
company had accrued R90,316,215 in other income. The claim
remains under negotiation and until finalised, the
directors are of the view that no amount should be taken
to account in the full year results. Accordingly, the
claim taken to income has been reversed.
CANELANDS
The sale and leaseback of the Canelands property was
completed during the year and the transfer of the property
was effected on 16 February 2010.
PROSPECTS
The creation of new capacity at the Canelands facility
together with the inflow of cash from the rights issue
will put the company in a strong position to take
advantage of growth opportunities in the market.
The company is focussed on regaining customers lost as a
result of the inability to meet the demand from these
customers over the past year as well as increasing sales
to existing customers. There will be significant focus on
the retail strategy to grow the business through both
franchise and company owned stores. This strategy will
be supported by ongoing marketing initiatives to enhance
and grow the reputation of the company brands.
The export market will receive additional focus through
the appointment of a business unit manager to grow the
Africa and Middle East business. The improvement in stock
levels will enable us to better service and grow our
existing international markets through regular supply of
good quality product. In addition we continue to explore
export opportunities to new markets as well as new
customers in existing markets.
Organic growth is expected through our automotive refinish
products, specifically our product offerings of our
premium brands Metalux and Hydrolux, both of which are now
expected to make strong gains internationally through
improved distribution channels and focus on the refinisher
to ensure system adherence. There is also a move towards
low VOC environmentally friendly paint systems in the
international markets, and this will result in further
gains for Hydrolux.
The group`s premium product ranges are excellently
complemented by our extensive colour documentation and
retrieval system. We are internationally recognised as
having one of the best value brand offerings in the world
today.
DIRECTORS
Rob Simpson was appointed to the Board on 24 June 2009 as
the International Sales Director.
Subsequent to the year end the following board
appointments have been made:
Graham Marwick - Independent Non executive Chairman.
Appointed 10 May 2010 - resigned 2 July 2010.
Neil Page - Non executive Director. Appointed 10 May 2010.
Graham Ferns - Group Financial Director. Appointed 10 May
2010.
Bruce MacKinnon has been appointed as Group Managing
Director with effect from 10 May 2010. Bruce was
previously the Group Financial Director.
We believe that together with the recent appointments, the
board is well structured with sufficient knowledge and
experience to meet the future challenges facing the
business.
DIVIDEND
Due to the demand for working capital to fund both local
and international growth, and the strategy to repay
expensive short term debt which will utilize the cash from
the rights issue and pending settlement of the insurance
claim, no dividend has been declared for this financial
period.
APPRECIATION
The directors would like to thank the management and staff
of the group for their hard work and dedication during the
period, as well as shareholders, customers and suppliers
for their continued invaluable support.
SM Wood BR MacKinnon
Chief Executive Officer Group Managing Director
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
GROUP
Reviewed Restated
31 March 31 March
2010 2009
Figures in Rand Note
Assets
Non-current assets
Plant and equipment 9 219,919,702 115,978,065
Intangible assets 19,044,056 14,861,807
Goodwill 23,135,704 21,203,440
Investments in subsidiaries - -
Loans to group companies - -
Other financial assets 671 671
Deferred tax 764,926 -
262,865,059 152,043,983
Current assets
Inventories 85,038,026 112,417,365
Other financial assets - 6,468,769
Trade and other receivables 67,581,329 116,136,415
Cash and cash equivalents 3,557,696 5,249,024
156,177,051 240,271,573
Non- current assets
held for sale 5 - 128,769,654
Total assets 419,042,110 521,085,210
Equity and liabilities
Equity
Share capital 6 1,550 1,550
Share premium 6 115,021,345 115,021,345
Translation reserve (4,791,156) 942,789
Revaluation reserve 9 31,858,175 -
Retained income 9,310,810 49,054,135
Attributable to equity
holders of the parent 151,400,724 165,019,819
Minority interest - -
151,400,724 165,019,819
Liabilities
Non-current liabilities
Loans from group companies - -
Other financial
liabilities 58,078,759 39,559,901
Deferred tax - 4,008,855
58,078,759 43,568,756
Current liabilities
Other financial
liabilities 5 46,015,532 149,290,122
Trade and other
payables 94,096,236 77,245,454
Bank overdraft 69,450,859 85,961,059
209,562,627 312,496,635
Total liabilities 267,641,386 356,065,391
Total equity and
liabilities 419,042,110 521,085,210
COMPANY
Reviewed Restated
31 March 31 March
2010 2009
Figures in Rand
Assets
Non-current assets
Plant and equipment 192,014,568 84,314,705
Intangible assets 13,599,825 9,575,606
Goodwill 18,476,606 18,476,606
Investments in subsidiaries 58,581,755 58,581,755
Loans to group companies 2,930,950 6,239,148
Other financial assets 671 671
Deferred tax - -
285,604,375 177,188,491
Current assets
Inventories 62,639,990 85,437,777
Other financial assets - 6,468,769
Trade and other receivables 59,511,467 106,437,303
Cash and cash equivalents 178,574 1,261,433
122,330,031 199,605,282
Non- current assets
held for sale - 128,769,654
Total assets 407,934,406 505,563,427
Equity and liabilities
Equity
Share capital 1,550 1,550
Share premium 115,021,345 115,021,345
Translation reserve - -
Revaluation reserve 31,858,175 -
Retained income 14,029,189 55,774,304
Attributable to equity
holders of the parent 160,910,259 170,797,199
Minority interest - -
160,910,259 170,797,199
Liabilities
Non-current liabilities
Loans from group companies 2,754,744 1,800,228
Other financial liabilities 55,702,821 36,108,298
Deferred tax 1,755,600 6,764,908
60,213,165 44,673,434
Current liabilities
Other financial liabilities 32,277,952 133,213,287
Trade and other payables 85,082,171 70,918,448
Bank overdraft 69,450,859 85,961,059
186,810,982 290,092,794
Total liabilities 247,024,147 334,766,228
Total equity and
liabilities 407,934,406 505,563,427
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE
GROUP
Reviewed Restated
31 March 31 March
2010 2009
Figures in Rand Note
Revenue 394,286,024 617,460,571
Cost of sales (223,509,466) (371,663,534)
Gross Profit 170,776,558 245,797,037
Other income 2 8,593,987 36,531,523
Operating
expenses 3 (213,985,887) (219,689,718)
Operating
(loss)/profit (34,615,342) 62,638,842
Investment revenue 1,848,033 6,039,768
Finance costs (23,816,668) (30,604,113)
(Loss)/profit
before taxation (56,583,977) 38,074,497
Taxation 16,840,652 (5,307,957)
(Loss)/profit
for the period (39,743,325) 32,766,540
Attributable to:
Equity holders
of the parent (39,743,325) 33,928,992
Minority interest - (1,162,452)
Basic and diluted
earnings per share
(cents) 4 (12.82) 11.05
Notes to the income
statement
Basic and diluted
headline earnings
per share (cents) 4 (12.95) 6.20
COMPANY
Reviewed Restated
31 March 31 March
2010 2009
Figures in Rand
Revenue 297,255,759 506,300,629
Cost of sales (185,379,253) (328,472,934)
Gross Profit 111,876,506 177,827,695
Other income 9,070,523 43,629,140
Operating expenses (158,605,801) (160,018,067)
Operating (loss)/profit (37,658,772) 61,438,768
Investment revenue 2,282,245 7,465,790
Finance costs (23,767,187) (30,285,945)
(Loss)/profit before
taxation (59,143,714) 38,618,613
Taxation 17,398,598 (3,426,249)
(Loss)/profit for the
period (41,745,116) 35,192,364
Attributable to:
Equity holders of the
parent (41,745,116) 35,192,364
Minority interest - -
Basic and diluted
earnings
per share (cents) (13.47) 11.47
Notes to the income statement
Basic and diluted headline
earnings per share (cents) (13.63) 6.61
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
GROUP
Reviewed Restated
31 March 31 March
2010 2009
Figures in Rand
(Loss)/profit for the
period (39,743,325) 32,766,540
Other comprehensive income 26,124,230 (1,695,025)
Exchange differences on
translating foreign
operations (5,733,945) (1,695,025)
Revaluation of plant
and equipment 44,247,465 -
Income tax relating to
comprehensive income (12,389,290) -
Total comprehensive
income for the year (13,619,095) 31,071,515
Total comprehensive
income attributable to:
Equity holders of the
parent (13,619,095) 32,440,924
Minority interest - (1,369,409)
COMPANY
Reviewed Restated
31 March 31 March
2010 2009
Figures in Rand
(Loss)/profit for the period (41,745,116) 35,192,364
Other comprehensive income 31,858,175 -
Exchange differences on
translating foreign
operations - -
Revaluation of plant
and equipment 44,247,465 -
Income tax relating to
comprehensive income (12,389,290) -
Total comprehensive
income for the year (9,886,941) 35,192,364
Total comprehensive
income attributable to:
Equity holders of the parent (9,886,941) 35,192,364
Minority interest - -
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital/
Share premium
Figures in Rand Note
Balance at 1 April 2008 103,554,589
Issue of shares 11,500,000
Share issue expenses (31,694)
Acquisition of subsidiaries -
Profit for the period restated -
Translation reserve -
Balance at 31 March 2009 115,022,895
Revaluation of
plant and equipment -
Loss for the period -
Translation reserve -
Balance at 31 March 2010 6 115,022,895
Retained income Revaluation
reserve
Figures in Rand
Balance at 1 April 2008 19,582,398 -
Issue of shares - -
Share issue expenses - -
Acquisition of
subsidiaries (4,457,255) -
Profit for the period
restated 33,928,992 -
Translation reserve - -
Balance at 31 March 2009 49,054,135 -
Revaluation of
plant and equipment - 31,858,175
Loss for the period (39,743,325) -
Translation reserve - -
Balance at 31 March 2010 9,310,810 31,858,175
Translation
reserve Total
Balance at 1 April 2008 2,430,857 125,567,844
Issue of shares - 11,500,000
Share issue expenses - (31,694)
Acquisition of subsidiaries - (4,457,255)
Profit for the period restated - 33,928,992
Translation reserve (1,488,068) (1,488,068)
Balance at 31 March 2009 942,789 165,019,819
Revaluation of plant
and equipment - 31,858,175
Loss for the period - (39,743,325)
Translation reserve (5,733,945) (5,733,945)
Balance at 31 March 2010 (4,791,156) 151,400,724
Minority
interest Total
Balance at 1 April 2008 3,812,544 129,380,388
Issue of shares - 11,500,000
Share issue expenses - (31,694)
Acquisition of subsidiaries (2,443,135) (6,900,390)
Profit for the period
restated - 33,928,992
Translation reserve (1,369,409) (2,857,477)
Balance at 31 March 2009 - 165,019,819
Revaluation of plant
and equipment - 31,858,175
Loss for the period - (39,743,325)
Translation reserve - (5,733,945)
Balance at 31 March 2010 - 151,400,724
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
GROUP
Reviewed Restated
31 March 31 March
2010 2009
Figures in Rand
Cash flows from
operating activities
Operating cash flows before
movements in working
capital (25,164,380) 37,950,196
Increase in
working capital 93,872,650 45,395,324
Cash generated
from operations 68,708,270 83,345,520
Investment revenue 1,848,033 2,788,766
Finance costs (23,816,667) (26,293,001)
Taxation paid (395,042) (188,812)
Net cash from operating
activities 46,344,594 59,652,473
Cash flows from
investing activities
Acquisition of property,
plant and equipment (73,576,615) (171,354,674)
Proceeds on sale of
property, plant and equipment 87,000 10,061,590
Additions to intangible
assets (7,280,375) (8,354,225)
Acquisition of
subsidiaries - (6,900,390)
Loans to group companies - -
Proceeds of financial
assets 4,000,000 1,152,358
Proceeds on sale of
non-current assets held
for sale 130,000,000 -
Net cash from investing
activities 53,230,010 (175,395,341)
Cash flows from
financing activities
Proceeds on share issue - 11,468,306
(Repayment)/Proceeds of
other financial
liabilities (84,755,732) 136,812,870
Proceeds of loans
from group companies - -
Net cash from financing
activities (84,755,732) 148,281,176
Total cash movement for
the period 14,818,872 32,538,308
Overdraft at the beginning
of the period (80,712,035) (113,250,343)
Cash and cash equivalents
at the end of the period (65,893,163) (80,712,035)
Reconciled as follows
Cash and cash equivalents 3,557,696 5,249,024
Bank overdraft (69,450,859) (85,961,059)
Cash and cash equivalents
at the end of the period (65,893,163) (80,712,035)
COMPANY
Reviewed Restated
31 March 31 March
2010 2009
Figures in Rand
Cash flows from
operating activities
Operating cash flows before
movements in working
capital (30,156,765) 35,131,701
Increase in
working capital 84,780,798 54,954,144
Cash generated
from operations 54,624,033 90,085,845
Investment revenue 2,282,245 4,214,788
Finance costs (23,767,187) (25,974,833)
Taxation paid - -
Net cash from operating
activities 33,139,091 68,325,800
Cash flows from
investing activities
Acquisition of property,
plant and equipment (69,393,417) (162,393,147)
Proceeds on sale of
property, plant and equipment 87,000 8,730,783
Additions to intangible
assets (5,327,235) (6,547,055)
Acquisition of
subsidiaries - (6,900,390)
Loans to group companies 954,516 (9,857,175)
Proceeds of financial
assets 4,000,000 1,152,358
Proceeds on sale of
non-current assets held
for sale 130,000,000 -
Net cash from investing
activities 60,320,864 (175,814,626)
Cash flows from
financing activities
Proceeds on share issue - 11,468,306
(Repayment)/Proceeds of
other financial
liabilities (81,340,812) 126,984,307
Proceeds of loans
from group companies 3,308,198 1,800,228
Net cash from financing
activities (78,032,614) 140,252,841
Total cash movement for
the period 15,427,341 32,764,015
Overdraft at the
beginning
of the period (84,699,626) (117,463,641)
Cash and cash equivalents
at the end of the period (69,272,285) (84,699,626)
Reconciled as follows
Cash and cash equivalents 178,574 1,261,433
Bank overdraft (69,450,859) (85,961,059)
Cash and cash equivalents
at the end of the period (69,272,285) (84,699,626)
CONDENSED CONSOLIDATED SEGMENT REPORT
GROUP
Reviewed Restated
31 March 31 March
2010 2009
Figures in Rand
Segment revenues
Buy-ins 25,729,726 42,728,925
Automotive 227,337,096 296,604,487
Decorative 40,428,115 57,560,068
Industrial/Woodfinish 122,836,178 202,076,950
Solvents 22,220,921 58,310,668
Adhesives and Sealants 795,076 5,901,253
Total of all segments 439,347,112 663,182,351
Eliminations of
intercompany revenue (45,061,088) (45,721,780)
Consolidated revenue 394,286,024 617,460,571
External customers
South Africa 242,389,835 456,608,524
International 151,896,189 160,852,047
394,286,024 617,460,571
Segment result
Buy-ins (3,119,763) 2,789,585
Automotive (18,086,822) 16,447,060
Decorative (7,551,516) 4,159,862
Industrial/Woodfinish (24,246,653) 12,211,898
Solvents (3,543,065) 2,330,338
Adhesives and Sealants (36,158) 135,754
(Loss)/profit before
taxation (56,583,977) 38,074,497
Taxation 16,840,652 (5,307,957)
(Loss)/profit for the year(39,743,325) 32,766,540
Segment asset
Buy-ins 24,540,593 33,573,588
Automotive 216,830,414 233,052,359
Decorative 38,559,676 45,226,928
Industrial/Woodfinish 117,159,144 158,778,818
Solvents 21,193,952 45,816,700
Adhesives and Sealants 758,331 4,636,817
Total of all segments 419,042,110 521,085,210
NOTES TO THE CONDENSED CONSOLIDATED
REVIEWED FINANCIAL STATEMENTS
1. Basis of preparation
These condensed consolidated reviewed financial statements
(these financial statements) have been prepared in
accordance with IAS 34 - Interim Financial Reporting,
International Financial Reporting Standard ("IFRS"), the
Companies Act of South Africa and the JSE Limited Listings
Requirements.
The accounting policies, method of measurement and
recognition criteria applied in the preparation of these
financial statements are consistent with those applied in
the group`s most recent audited financial statements for
the year ended 31 March 2009 and will be applied to the
annual financial statements for the current year ended 31
March 2010.
The preparation of these financial statements requires the
use of estimates and assumptions that affect the values
of assets and liabilities at the reporting date, as well
as the determination of revenue and expenses during the reporting periods.
Although these estimates are based on
management`s best knowledge of current events and actions
that the group may undertake in the future, actual results
may differ from these estimates.
These financial statements have been reviewed by KPMG Inc,
Registered Auditors. The unqualified review report of the auditors is available
for inspection at the group`s registered office.
The board acknowledges its responsibility for the
preparation of the financial statements in accordance with
IFRS, the Companies Act of South Africa and the JSE
Limited Listings Requirements.
2. Other income
GROUP
Reviewed Restated
31 March 31 March
2010 2009
Figures in Rand
Other income comprises
Profit on sale of
property, plant and equipment 480,043 2,425,063
Gain on appreciation
of property - 15,291,446
Deferred income - 10,395,916
Franchise fees 3,002,551 3,408,949
Foreign exchange (loss)/gain (1,926,344) 1,874,539
Rental income 6,901,349 2,832,000
Reversal of impairment of
loans to subsidiaries - -
Other sundry income 136,388 303,610
8,593,987 36,531,523
COMPANY
Reviewed Restated
31 March 31 March
2010 2009
Figures in Rand
Other income comprises
Profit on sale of
property, plant and equipment 623,843 2,447,409
Gain on appreciation
of property - 15,291,446
Deferred income - 10,395,916
Franchise fees 3,002,551 3,408,949
Foreign exchange (loss)/gain (1,794,053) 2,240,165
Rental income 7,121,340 2,832,000
Reversal of impairment of
loans to subsidiaries - 6,954,777
Other sundry income 116,842 58,478
9,070,523 43,629,140
3. Operating expenses
Included in operating expenses for the year are the
following expenses:
GROUP
Reviewed Restated
31 March 31 March
2010 2009
Figures in Rand
Canelands moving costs 2,651,943 2,127,079
Retrenchment costs 474,101 -
3,126,044 2,127,079
COMPANY
Reviewed Restated
31 March 31 March
2010 2009
Figures in Rand
Canelands moving costs 2,651,943 2,127,079
Retrenchment costs 474,101 -
3,126,044 2,127,079
4. Basic and diluted earnings and headline earning per
share
GROUP
Reviewed Restated
31 March 31 March
Figures in Rand 2010 2009
Total earnings
attributable
to equity holders (39,743,325) 33,928,992
Non-headline earnings
Less gain on appreciation
of property - (15,291,446)
Less profit
on sale of property, plant
and equipment (480,043) (2,425,063)
Total tax effect of
adjustments 93,112 2,819,820
Headline earnings (40,130,256) 19,032,303
Weighted average number of
ordinary share in issue 310,000,000 306,931,507
COMPANY
Reviewed Restated
31 March 31 March
2010 2009
Total earnings
attributable
to equity holders (41,745,116) 35,192,364
Non-headline earnings
Less gain on appreciation
of property - (15,291,446)
Less profit
on sale of property, plant
and equipment (623,843) (2,447,409)
Total tax effect of
adjustments 125,911 2,826,077
Headline earnings (42,243,048) 20,279,586
Weighted average number of
ordinary share in issue 310,000,000 306,931,507
5. Non current asset held for sale
GROUP
Reviewed Restated
31 March 31 March
2010 2009
Note
Figures in Rand
40 New Glasgow Road,
Canelands - 128,769,654
COMPANY
Reviewed Restated
31 March 31 March
2010 2009
Note
Figures in Rand
40 New Glasgow Road,
Canelands - 128,769,654
Properties sold consist of :
Ervin 105, 106, 108, 109 & 205 Canelands Extension 6
KwaZulu Natal, all held under Title Deed No.
T23011/2008; and the remaining extent of portion 1171 and
the remaining extent of portion 1199 of the Farm Cotton
Lands No. 1575, all held under Title Deed No. T23012/2008,
in total measuring approximately 20, 2025 hectares.
All suspensive conditions of the sale agreement have been
met. Transfer was effected on the 16th February 2010.
The sale price was R 130, 000, 000 (excluding VAT).
The Nedbank bond, included in other financial liabilities,
was secured by the Canelands property and was settled by
the company at the date of transfer of the property.
6. Changes in share capital and share premium
GROUP
Reviewed Restated
31 March 31 March
2010 2009
Figures in Rand Note
Share capital
310 000 000
ordinary shares of R.000005
each 1,550 1,550
Share premium:
110 000 000 ordinary shares 121,499,450 121,499,450
Less share issue expenses (6,478,105) (6,478,105)
115,021,345 115,021,345
Reconciliation of issued
share capital:
Total share capital in
issue at the beginning of
the year 310,000,000 300,000,000
Additional private placing - 10,000,000
Total share capital in issue
at the end of the year 310,000,000 310,000,000
COMPANY
Reviewed Restated
31 March 31 March
2010 2009
Share capital
310 000 000
ordinary shares of R.000005
each 1,550 1,550
Share premium:
110 000 000 ordinary shares 121,499,450 121,499,450
Less share issue expenses (6,478,105) (6,478,105)
115,021,345 115,021,345
Reconciliation of issued
share capital:
Total share capital in
issue at the beginning of
the year 310,000,000 300,000,000
Additional private placing - 10,000,000
Total share capital in issue
at the end of the year 310,000,000 310,000,000
7. Related party transactions
The property sale in note 5, Non current assets held for
sale, is a related party transaction as reported in the
prior years audited annual report.
There have been no other significant changes in related
party relationships since the previous year or significant
transactions during the year, other than in the normal
course of business.
8. Commitments and post balance sheet events
Authorised capital expenditure
The approved capital expenditure for the following 12
months is R 30 165 186, which has been approved by the
board through the budgeting process.
Post balance sheet events
ChemSpec is in the process of raising approximately R100
million through an unconditional renounceable rights
offer. In terms of the rights offer 111 111 111 ChemSpec
ordinary shares has been offered for subscription to
existing ChemSpec shareholders recorded as such at close
of trade on 9 July 2010. The subscription price will be
R0.90 cents per rights offer share.
Certain shareholders representing 78% of the shares in
issue having provided ChemSpec with irrevocable
undertakings to follow their rights.
Proceeds of the rights offer will mainly be applied to
repay a portion of ChemSpec`s short term debt and restore
adequate working capital, thus enabling the company to
adequately fund the growth in demand for its products and
continue with its local and international growth strategy.
The proforma consolidated financial information disclosing
the effect of the rights offer, based on the reviewed condensed consolidated
results for the year ended 31 March 2010, is set out below under the section
entitled "Pro Forma Consolidated Financial Information regarding the Rights
Offer"
9. Revaluation of plant and equipment
During the year the group changed its accounting policy
for the treatment of plant and equipment to the valuation
method in terms of IAS16. The group has incorporated the
revalued amount for plant and equipment into the annual
financial statements as at 31 March 2010.
The change in accounting policy is applied prospectively
and has no effect on the net profit for the year ended 31
March 2010. The revaluation amounted to R31,858,175 and is
included under other comprehensive income.
The group engaged Reinersten Valuation Services, an
accredited independent valuer to determine the fair market
replacement values at 31 March 2010. Fair market value is
defined as the amount that the asset may reasonably be
expected to realise in the open market assuming an arms
length transaction between knowledgeable and willing
parties.
10. Restatement of comparative
Due to the delay in settlement of the Jaco Place fire
insurance claim as highlighted in the commentary, the
accrual for the claim receivable has been derecognised.
The effects of the derecognition on the current and prior
year are as follows:
GROUP
Effect on year Effect on year
ended ended
2010 2009
Figures in Rand Note
Decrease in other
income 90,316,215 8,815,295
Decrease in operating
expenses (6,773,689) (661,147)
Decrease in taxation (23,391,908) (2,468,282)
Decrease in net profit
for the period 60,150,618 5,685,866
Condensed consolidated
statement of financial
position
Decrease in trade
and other receivables (90,316,215) (8,815,295)
Decrease in trade
and other payables 6,773,689 661,147
Decrease in deferred
tax 23,391,908 2,468,282
Decrease in retained
income (60,150,618) (5,685,866)
Decrease in basic
and diluted
earnings per share
(cents) 19.40 1.85
Decrease in basic
and diluted
headline earnings per 19.40 1.85
share (cents)
COMPANY
Effect on year Effect on year
ended ended
2010 2009
Figures in Rand
Decrease in other
income 90,316,215 8,815,295
Decrease in operating
expenses (6,773,689) (661,147)
Decrease in taxation (23,391,908) (2,468,282)
Decrease in net profit
for the period 60,150,618 5,685,866
Condensed consolidated
statement of
financial position
Decrease in trade
and other receivables (90,316,215) (8,815,295)
Decrease in trade
and other payables 6,773,689 661,147
Decrease in deferred
tax 23,391,908 2,468,282
Decrease in retained
income (60,150,618) (5,685,866)
Decrease in basic
and diluted
earnings per share (cents) 19.40 1.85
Decrease in basic
and diluted
headline earnings per 19.40 1.85
share (cents)
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION REGARDING THE RIGHTS OFFER
1.OVERVIEW
The proforma consolidated statement of financial position
and consolidated statement of financial performance for
the year ended 31 March 2010, before and after the rights
offer presented in a manner consistent with the format and
accounting policies adopted by Chemspec, are set out
below. The pro forma consolidated statement of financial
position and consolidated statement of financial
performance are the responsibility of the Directors of
Chemspec and have been prepared for illustrative purposes
only, in order to provide information about the financial
position and results of Chemspec assuming that the rights
offer had been implemented on 31 March 2010 for financial
position purposes and 1 April 2009 for financial
performance purposes. Due to its nature, the pro forma
financial information may not give a fair reflection of
Chemspec`s financial position and results of operations
subsequent to the rights offer.
For the purposes of the pro forma consolidated statement
of financial position and consolidated statement of
financial performance, it has been assumed that the rights
offer was subscribed to the value of R100 million. The
information in this annexure should be read together with
the ChemSpec rights offer circular to Shareholders dated
28 June 2010.
The Independent Reporting Accountants` unqualified limited assurance opinion on
the pro forma financial effects of the rights offer is available for inspection
at the company`s registered office.
2.PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE
Before the Pro forma After the
rights offer(1) adjustments rights offer(2)
Figures in
Rand
Revenue 394,286,024 - 394,286,024
Cost of
sales (223,509,466) - (223,509,466)
Gross profit 170,776,558 - 170,776,558
Other income 8,593,987 - 8,593,987
Operating
expenses (213,985,887) - (213,985,887)
Operating
loss (34,615,342) - (34,615,342)
Investment
revenue 1,848,033 - 1,848,033
Finance
costs (23,816,668) 11,661,599(5) (12,155,069)
Loss before
taxation (56,583,977) 11,661,599 (44,922,378)
Taxation 16,840,652 (3,265,248)(5) 13,575,404
Loss for the
period (39,743,325) 8,396,351(5) (31,346,974)
Attributable to: -
Equity holders
of the parent (39,743,325) 8,369,351 (31,346,974)
Minority
interest - - -
Pro forma After the specific
adjustments placing(5)
Figures in Rand
Revenue - 394,286,024
Cost of sales - (223,509,466)
Gross profit - 170,776,558
Other income - 8,593,987
Operating expenses - (213,985,887)
Operating loss - (34,615,342)
Investment revenue - 1,848,033
Finance costs 938,343(4) (11,216,726)
Loss before taxation 938,343 (43,984,035)
Taxation (262,736)(4) 13,312,668
Loss for the period 675,607(4) (30,671,367)
Attributable to: -
Equity holders of the
parent 675,607 (30,671,367)
Minority interest - -
3.NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENT OF FINANCIAL
PERFORMANCE
Notes:
1. The "Before the rights offer" financial information has
been extracted without adjustment from Chemspec`s reviewed
published results for the year ended 31 March 2010.
2. The "After the rights offer" net asset value and net
tangible asset value per share have been adjusted to
include the issue of 111,111,111 ordinary shares at 90
cents per share less the payment of the estimated
transaction costs relating to the rights offer which have
been written off against share premium.
3. It has been assumed that the total value of the
proceeds received from the rights offer is R100 000 000.
4. The "After the specific placing" assumes that all the
rights offer shares are subscribed for and the required
whitewash resolutions obtained thus necessitating the
specific placing to the Underwriter as per the
underwriting and subscription agreement to ensure the
Underwriter re ceives its minimum of 10 000 000 shares at
90 cents per share, the proceeds of which are assumed to
be utilised to pay down the bank overdraft.
5. The rights offer is assumed to result in an after tax
interest saving of R8 396 351 (calculated using 3-month
JIBAR plus 2.8% for the FNB facility repaid, prime plus 5%
for the Corvest loan and an average rate of prime less
0.5% for the bank overdraft facility repaid, with a tax
rate of 28%) while the specific placing is assumed to
result in an after tax interest rate saving of R675 607
(calculated using an average rate of prime less 0.5% for
the bank overdraft facility repaid, with a tax rate of
28%).
4.PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Before the Pro forma
rights offer(1) adjustments(2)
Figures in Rand
ASSETS
Non-current assets
Property, plant and
equipment 219,919,702 -
Intangible assets 19,044,056 -
Goodwill 23,135,704 -
Other financial
assets 671 -
Deferred tax 764,926 -
262,865,059 -
Current assets
Inventories 85,038,026 -
Trade and other
receivables 67,581,329 -
Cash and cash
equivalents 3,557,696 -
156,177,051 -
Total assets 419,042,110 -
EQUITY AND
LIABILITIES
Equity
Share capital 1,550 556(3)
(4,950,028)(4)
Share premium 115,021,345 99,999,444(3)
Translation reserve (4,791,156) -
Revaluation reserve 31,858,175 -
Retained income 9,310,810 -
Total equity 151,400,724 95,049,972
Attributable to
equity
holders of the
parent 151,400,724 95,049,972
Liabilities
Non-current
liabilities
Other financial
liabilities 58,078,759 (7,621,172)(5)
58,078,759 (7,621,172)
Current liabilities
Other financial
liabilities 46,015,532 (46,015,532)(5)
Trade and other
payables 94,096,236 -
Bank overdraft 69,450,859 (41,413,268)(5)
209,562,627 (87,428,800)
Total liabilities 267,641,386 (95,049,972)
Total equity and
liabilities 419,042,110 -
Net asset value per
share (cents) 48.84 9.68
Tangible net asset
value
per share (cents) 35.23 13.28
Shares in issue 310,000,000 111,111,111
After the Pro forma
rights offer adjustments
Figures in Rand
ASSETS
Non-current assets
Property, plant and
equipment 219,919,702 -
Intangible assets 19,044,056 -
Goodwill 23,135,704 -
Other financial assets 671 -
Deferred tax 764,926 -
262,865,059 -
Current assets
Inventories 85,038,026 -
Trade and other
receivables 67,581,329 -
Cash and cash
equivalents 3,557,696 -
156,177,051 -
Total assets 419,042,110 -
EQUITY AND LIABILITIES
Equity
Share capital 2,106 50(7)
Share premium 210,070,761 8,999,950(7)
Translation reserve (4,791,156) -
Revaluation reserve 31,858,175 -
Retained income 9,310,810 -
Total equity 246,450,696 9,000,000
Attributable to equity
holders of the parent 246,450,696 9,000,000
Liabilities
Non-current liabilities
Other financial
liabilities 50,457,587 -
50,457,587 -
Current liabilities
Other financial
liabilities - -
Trade and other payables 94,096,236 -
Bank overdraft 28,037,591 (9,000,000)(8)
122,133,827 (9,000,000)
Total liabilities 172,591,414 (9,000,000)
Total equity and
liabilities 419,042,110 -
Net asset value per
share (cents) 58.52 0.73
Tangible net asset value
per share (cents) 48.51 0.96
Shares in issue 421,111,111 10,000,000
After the specific
placing(6)
Figures in Rand
ASSETS
Non-current assets
Property, plant and equipment 219,919,702
Intangible assets 19,044,056
Goodwill 23,135,704
Other financial assets 671
Deferred tax 764,926
262,865,059
Current assets
Inventories 85,038,026
Trade and other receivables 67,581,329
Cash and cash equivalents 3,557,696
156,177,051
Total assets 419,042,110
EQUITY AND LIABILITIES
Equity
Share capital 2,156
Share premium 219,070,711
Translation reserve (4,791,156)
Revaluation reserve 31,858,175
Retained income 9,310,810
Total equity 255,450,696
Attributable to equity
holders of the parent 255,450,696
Liabilities
Non-current liabilities
Other financial liabilities 50,457,587
50,457,587
Current liabilities
Other financial liabilities -
Trade and other payables 94,096,236
Bank overdraft 19,037,591
113,133,827
Total liabilities 163,591,414
Total equity and liabilities 419,042,110
Net asset value per share (cents) 59.25
Tangible net asset value
per share (cents) 49.47
Shares in issue 431,111,111
5. NOTES TO THE PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Notes:
1. The "Before the rights offer" has been extracted
without adjustment from the published reviewed results for
the Company for the year ended 31 March 2010.
2. The rights offer has been assumed to have been co
mpleted on 31 March 2010 for financial position purposes.
3. It has been assumed that the total value of the
proceeds received from the rights offer is R100 000 000.
The pro forma adjustments thus include a R556 adjustment
to share capital (111,111,111 shares issued at a par value
of R0,000005) and a R99 999 444 adjustment to share
premium (111,111,111 shares issued at 90 cents less the
R556 adjustment to share capital).
4. The estimated transaction expenses of R4 950 028 have
been written off to share premium.
5. The pro forma adjustments assume R21 421 918 of the
rights offer proceeds are utilised to pay down the FNB
medium term loan facility (R7 621 172 adjustment to long
term other financial liabilities and a R13 800 746
adjustment to short term other financial liabilities) and
R32 214 786 is utilised to pay back the outstanding
Corvest loan (adjustment to short term other financial
liabilities), with R41 413 268 of proceeds being utilised
to pay down the bank overdraft so as to improve the
Company`s cash position to enable it to fund its working
capital needs
6. The "After the specific placing" assumes that all the
rights offer shares are subscribed for thus necessitating
the specific placing to the Underwriter as per the
Underwriting Agreement to ensure the Underwriter receives
its minimum of 10 000 000 shares at 90 cents per share.
7. The R9 million which could be raised through the
specific placing is shown through a pro forma adjustment
of R50 to share capital (10 000 000 shares at a par value
of R0,000005) and an adjustment of R8 999 950 to share
premium (10 000 000 shares issued at 90 cents less the R50
adjustment to share capital).
8. The R9 000 000 which could be raised through the
specific placing is assumed to be utilised to pay down the
bank overdraft.
6. PRO FORMA FINANCIAL EFFECTS OF THE RIGHTS OFFER
Before the
rights offer(1)
Published
Basic earnings/(loss) per share (cents) (12.82)
Headline earnings/(loss) per share (cents) (12.95)
Net asset value per share (cents) 48.84
Net tangible asset value per share (cents) 35.23
Weighted average number of shares in issue 310,000,000
Number of shares in issue at period end 310,000,000
After the rights
offer(2)(3)(4)
Pro forma
Basic earnings/(loss) per share (cents) (7.44)
Headline earnings/(loss) per share (cents) (7.54)
Net asset value per share (cents) 58.52
Net tangible asset value per share (cents) 48.51
Weighted average number of shares in issue 421,111,111
Number of shares in issue at period end 421,111,111
After the specific
placing(5)
Pro forma
Basic earnings/(loss) per share (cents) (7.11)
Headline earnings/(loss) per share (cents) (7.20)
Net asset value per share (cents) 59.25
Net tangible asset value per share (cents) 49.47
Weighted average number of shares in issue 431,111,111
Number of shares in issue at period end 431,111,111
CORPORATE INFORMATION
CHEMICAL SPECIALITIES LIMITED
Country of incorporation and domicile: South Africa
Registration Number: 2005/039947/06
Share Code CSP
ISIN ZAE000109427
Website www.chemspecpaint.com
Telephone +27 32 541 8600
Fax +27 32 541 8653
Directors SM Wood (Chief Executive Officer)
BR Mackinnon (Managing Director)
G Ferns (Financial Director)
RD Simpson (Executive Director)
N Page (Non Executive)
MC Oldham (Non Executive)
A Moodley (Non Executive)
Company secretary Brian Desomond Drury (BA, LLB)
2029 Old Mill Road
Canelands
Verulam
Registered Office 2029 Old Mill Road
Canelands
Verulam
4339
Postal Address P.O. Box 2359
Canelands
Verulam
4340
Auditors KPMG Inc.
Transfer Secretary Computer Share Investor Services
(Pty) Ltd
Designated Advisor QuestCo Sponsors(Pty) Ltd
Date: 13/07/2010 07:51:01 Produced by the JSE SENS Department.
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