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Wed 6 Oct 2010, 16:24 AGI - AG Industries Limited - Reviewed results for the year ended 30 June 2010
AGI
AGI                                                                             
AGI - AG Industries Limited - Reviewed results for the year ended 30 June 2010  
AG Industries Limited                                                           
Registration number: 1980/004051/06                                             
Share code: AGI                                                                 
ISIN: ZAE000039467                                                              
("AGI" or "the Company" or "the Group")                                         
Reviewed results for the year ended 30 June 2010                                
Salient features                                                                
The financial restructuring was completed during the financial year             
Successful rationalisation and consolidation of the main manufacturing          
facilities                                                                      
Market conditions worsen                                                        
- Construction sector declines further in 2010                                  
- Residential sector most adversely affected (Residential building plans        
completed down a further 29% on 2009 levels)                                    
Performance reflected the difficult market and trading conditions               
- Revenue from continuing operations decreased by 14% to R652 million (2009:    
R761 million)                                                                   
- Loss for the year from continuing operations of R192 million (2009: loss of   
R235 million)                                                                   
Condensed consolidated income statement                                         
for the year ended 30 June 2010                                                 
                                                   Restated                     
Reviewed    audited                      
                                       year        year                         
                                       ended        ended                       
                                       30 June     30 June                      
2010        2009       Change            
                                       R`000       R`000      %                 
Continuing operations                                                           
Revenue                                  652 416     760 774   (14)             
Cost of sales                            (486 142)   (505 255) (4)              
Gross profit                             166 274     255 519   (35)             
Gross profit (%)                        25,5%       33,6%      (8)              
Other income                             5 145       5 916     (13)             
Impairment of goodwill                  -           (82 760)   (100)            
Other impairments                       (5 349)     (26 763)   (80)             
Restructuring costs                      (43 060)   -                           
Other expenses                           (277 179)   (326 867) (15)             
Loss before net financing costs and                                             
associate income                         (154 169)   (174 955) (12)             
Net financing costs                      (30 853)    (36 486)  (15)             
Share of profits of associates           860         1 110     (23)             
Loss before taxation                     (184 162)   (210 331) (12)             
Taxation                                 (7 966)     (24 742)  (68)             
Loss for the year from continuing                                               
operations                              (192 128)   (235 073)  (18)             
Discontinued operations                                                         
Loss for the year from discontinued                                             
operations                              (16 238)    (61 430)   (74)             
Loss for the year from continuing and                                           
discontinued operations                  (208 366)   (296 503) (30)             
Attributable to:                                                                
Equity holders of the holding company    (208 968)   (297 386) (30)             
Non-controlling interest                 602         883       (32)             
(208 366)   (296 503) (30)              
Condensed consolidated statement of comprehensive income                        
for the year ended 30 June 2010                                                 
                                       Reviewed    Audited                      
year        year                         
                                       ended       ended                        
                                       30 June     30 June                      
                                       2010        2009       Change            
R`000       R`000      %                 
Loss for the year from continuing and                                           
discontinued operations                  (208 366)   (296 503) (30)             
Movement in foreign currency                                                    
translation reserve                     4 643       (4 934)                     
Income from associate transferred from                                          
retained earnings                       746         588                         
Goodwill on non-controlling interest                                            
acquired in subsidiary                  -           (1 041)                     
Movement in fair value on available-                                            
for-sale financial instrument            6           (9)                        
Total comprehensive loss for the year    (202 971)   (301 899) (33)             
Attributable to:                                                                
Equity holders of the holding company    (203 573)   (302 782) (33)             
Non-controlling interest                 602         883                        
Total comprehensive loss for the year    (202 971)  (301 899)                   
Loss per share                                                                  
Number of ordinary shares in issue                                              
(`000)                                  4 318 147   205 626                     
Weighted average number of ordinary                                             
shares in issue (`000)                   1 026 765   204 261                    
Diluted number of ordinary shares in                                            
issue (`000)                            1 026 765   204 261                     
Basic and diluted loss per ordinary                                             
share (cents)                            (20,4)     (145,6)     (86)            
 -  Continuing operations               (18,8)     (115,5)                      
 -  Discontinued operations             (1,6)       (30,1)                      
Headline loss per share from                                                    
continuing and discontinued operations                                          
Reconciliation:                                                                 
Loss for the year attributable to                                               
equity holders of the holding company    (208 968)   (297 386)                  
Loss/(profit) on disposal of                                                    
investment                              5 905       (5 556)                     
Loss on disposal of property, plant                                             
and equipment                           3 392       2 655                       
(Reversal of impairment)/impairment of                                          
property, plant and equipment*           (1 440)     55 696                     
Impairment of goodwill                  -            82 760                     
Other impairments                        6 789      -                           
Fair value adjustment on assets held-                                           
for-sale                                -           12 467                      
Tax effect of headline adjustments      -           722                         
Headline loss from continuing and                                               
discontinued operations                  (194 322)   (148 642)  31              
Basic and diluted headline loss per                                             
ordinary share from continuing                                                  
and discontinued operations (cents)      (18,9)      (72,8)    (74)             
*Includes continuing and discontinued operations.                               
Condensed consolidated statement of financial position                          
at 30 June 2010                                                                 
                                               Reviewed    Audited              
year        year                 
                                               ended       ended                
                                               30 June     30 June              
                                               2010        2009                 
R`000       R`000                
Assets                                                                          
Non-current assets                                                              
Property, plant and equipment                    95 437     111 755             
Goodwill                                         38 425     38 425              
Investments and loans                            5 351      11 385              
Deferred taxation assets                         147        6 410               
                                                139 360    167 975              
Current assets                                                                  
Inventories                                      87 542     126 550             
Trade and other receivables                      131 831    142 851             
Taxation                                         1 932      6 145               
Cash and cash equivalents                        5 783      7 634               
Assets held-for-sale                             12 612      110 413            
                                                239 700    393 593              
Total assets                                    379 060     561 568             
Equity and liabilities                                                          
Total equity                                                                    
Equity attributable to equity holders of the                                    
parent company                                  76 982      83 702              
Non-controlling interest                         1 839      1 667               
Non-current liabilities                                                         
Deferred taxation liabilities                    2 437      3 377               
Long-term interest-bearing debt                  31 761     41 332              
Long-term lease accrual                          33 776     24 486              
                                                67 974     69 195               
Current liabilities                                                             
Trade, other payables and provisions             119 055    112 427             
Other current liabilities                        1 580      2 137               
Short-term interest-bearing debt                 108 808    255 802             
Liabilities held-for-sale                        2 822      36 638              
                                                232 265    407 004              
Total equity and liabilities                    379 060     561 568             
Net asset value per ordinary share (cents)       2          42                  
Net tangible asset value per ordinary share                                     
(cents)                                         1           22                  
Additional information                                                          
Capital expenditure for the year                 5 221      22 653              
Capital expenditure committed or authorised      4 800      7 603               
Directors` valuation of investments and loans    5 351      11 385              
Finance and operating lease commitments          334 423    405 457             
Contingent liabilities                           1 014      7 396               
Staff costs - continuing and discontinued        241 729     296 696            
Depreciation - continuing and discontinued       17 401      30 172             
Condensed consolidated statement of cash flows                                  
for the year ended 30 June 2010                                                 
                                               Reviewed    Audited              
                                               year        year                 
ended       ended                
                                               30 June     30 June              
                                               2010        2009                 
                                               R`000       R`000                
Cash flows from operations                       (128 708)   (42 575)           
Working capital changes                          68 156      75 594             
Net financing costs and taxation paid            (30 958)    (40 665)           
Net cash outflow from operating activities       (91 510)    (7 646)            
Additions to property, plant and equipment       (5 221)    (19 569)            
Proceeds on disposal of property, plant and                                     
equipment                                       5 755       1 673               
Proceeds on disposal of investment in                                           
subsidiary and business                         47 662      -                   
Dividend received from associate                 -          191                 
Decrease in investments and loans                -          5 608               
Non-controlling interest acquired in                                            
subsidiary                                      -           (2 004)             
Net cash inflow/(outflow) from investing                                        
activities                                      48 196      (14 101)            
Equity from rights issue                         197 259    -                   
Other financing activities                       (23 886)    (23 356)           
Net cash inflow/(outflow) from financing                                        
activities                                      173 373     (23 356)            
Net increase/(decrease) in cash equivalents      130 059    (45 103)            
Cash equivalents and bank borrowings at                                         
beginning of the year                           (211 415)   (161 901)           
Movements resulting from FCTR                    (347)      (4 411)             
Cash equivalents and bank borrowings at end of                                  
the year                                        (81 703)    (211 415)           
Cash and cash equivalents*                      9 134       17 972              
Bank borrowings*                                 (90 837)   (229 387)           
Cash equivalents and bank borrowings at end of                                  
the year                                        (81 703)    (211 415)           
* Includes cash and cash equivalents and bank borrowings of disposal group      
included in assets and liabilities held-for-sale.                               
Condensed consolidated statement of changes in equity                           
for the year ended 30 June 2010                                                 
                                                                                
                                     Share                                      
                                     capital                                    
and       Other      Accumulated           
                                     premium   reserves   losses                
                                     R`000     R`000      R`000                 
Balance at 1 July 2008                 82 395    11 704     294 438             
Total comprehensive loss for the year -          (5 396)    (297 386)           
Movement in reserves                  -         -          (775)                
Transfer from share-based                                                       
compensation reserve                  -         (1 278)    -                    
Non-controlling interest acquired     -         -          -                    
Investment by non-controlling                                                   
interest                              -         -          -                    
Dividend paid                         -         -          -                    
Non-controlling interest transferred                                            
to liabilities held-for-sale          -         -          -                    
Balance at 30 June 2009                82 395    5 030      (3 723)             
Total comprehensive loss for the year -         5 395       (208 968)           
Movement in reserves                  -         -          (746)                
Shares issued                          205 626  -          -                    
Share issue costs                      (8 367)  -          -                    
Transfer from share-based                                                       
compensation reserve                  -         340        -                    
Dividend paid                         -         -          -                    
Balance at 30 June 2010                279 654  10 765      (213 437)           
                               Attributable                                     
to equity      Non-                              
                               holders of the controlling  Total                
                               parent company interest     equity               
                               R`000          R`000        R`000                
Balance at 1 July 2008           388 537        3 145        391 682            
Total comprehensive loss for                                                    
the year                        (302 782)      883          (301 899)           
Movement in reserves            (775)          -            (775)               
Transfer from share-based                                                       
compensation reserve            (1 278)        -            (1 278)             
Non-controlling interest                                                        
acquired                        -              1            1                   
Investment by non-controlling                                                   
interest                        -              (2 048)      (2 048)             
Dividend paid                   -               (279)        (279)              
Non-controlling interest                                                        
transferred to liabilities                                                      
held-for-sale                   -              (35)         (35)                
Balance at 30 June 2009          83 702         1 667        85 369             
Total comprehensive loss for                                                    
the year                        (203 573)      602          (202 971)           
Movement in reserves            (746)          -            (746)               
Shares issued                    205 626       -             205 626            
Share issue costs                (8 367)       -             (8 367)            
Transfer from share-based                                                       
compensation reserve            340            -            340                 
Dividend paid                   -               (430)        (430)              
Balance at 30 June 2010          76 982         1 839        78 821             
Consolidated segmental analysis                                                 
for the year ended 30 June 2010                                                 
                                                    Discontinued                
                   Continuing operations            operations                  
Aluminium  Inter-                      
                                         finished   national                    
Business segments   Glass     Extrusions  goods      glass     Sheerline        
                   R`000     R`000       R`000      R`000     R`000             
Revenue:                                                                        
Reviewed year                                                                   
ended 30 June 2010  447 156   131 779     210 859    56 441    94 158           
% of subtotal                                                                   
excluding                                                                       
intercompany                                                                    
eliminations        48%       14%         22%        6%        10%              
Audited year ended                                                              
30 June 2009        551 431   232 068     319 105    165 295   202 594          
% of subtotal                                                                   
excluding                                                                       
intercompany                                                                    
eliminations        37%       16%         22%        11%       14%              
Result:                                                                         
Loss from                                                                       
operations                                                                      
Reviewed year                                                                   
ended 30 June 2010  (103 638) (14 748)    (73 742)   (7 919)   (8 319)          
% to total          50%       7%          35%        4%        4%               
Audited year ended                                                              
30 June 2009        (60 566)  (77 332)    (97 175)   (18 036)  (43 394)         
% to total          20%       26%         33%        6%        15%              
                                 Subtotal                                       
                                 excluding                                      
intercompany  Intercompany                     
Business segments                 eliminations  eliminations  Total             
                                 R`000         R`000         R`000              
Revenue:                                                                        
Reviewed year ended 30 June 2010   940 393       (159 179)     781 214          
% of subtotal excluding                                                         
intercompany eliminations                                                       
Audited year ended 30 June 2009    1 470 493     (341 830)    1 128 663         
% of subtotal excluding                                                         
intercompany eliminations                                                       
Result:                                                                         
Loss from operations                                                            
Reviewed year ended 30 June 2010                              (208 366)         
% to total                                                                      
Audited year ended 30 June 2009                               (296 503)         
% to total                                                                      
The continuing operations are all located in Southern Africa. The discontinued  
glass operations are located abroad.                                            
On adoption of IFRS 8 and in terms of the new restructured business, the new    
operating segments are Glass, Extrusions and Aluminium finished goods.          
Commentary                                                                      
Introduction                                                                    
During the first half of 2010 the Group implemented a restructuring plan        
including a rights offer and rationalisation of key manufacturing facilities.   
Delays in the implementation of the plan and a deterioration in market          
conditions impacted on the results achieved. The radical action taken has       
substantially reduced the cost base and the Group has repositioned the business 
with a more appropriate organisational structure which will enable it to compete
in a more efficient and effective manner than before.                           
Status of restructuring                                                         
The Group previously announced a program of restructuring in the interim report 
for the period ended December 2009. To date the following has been implemented: 
1. A rights offer was completed in April 2010. This occurred three months later 
than originally planned.                                                        
2. A new working capital facility was negotiated and was effective from April   
2010.                                                                           
3. The disposals of the International and Sheerline businesses were concluded in
December 2009 and March 2010 respectively.                                      
4. The consolidation of the Gauteng based manufacturing facilities was completed
in January 2010. This could only be effected during the December 2009 shut down 
period.                                                                         
5. The number of employees in continuing operations has been reduced by 26% from
June 2009 to August 2010 with further reductions being implemented.             
Financial review                                                                
The disposal of the International and Sheerline businesses were concluded in the
year and they are reported as discontinued operations. Subsequent to the        
disposal of the International business, all the Group`s operations are located  
in Southern Africa.                                                             
At a shareholders meeting held on 5 January 2010 shareholders approved the      
recapitalisation of the company. A rights offer was finalised on 19 April 2010  
resulting in 4 112 520 940 shares being issued at five cents per share. This    
increased the shares in issue from 205 626 047 shares to 4 318 146 987 shares.  
Income statement                                                                
Continuing Operations                                                           
Group revenue from continuing operations decreased by 14% to R652 million (2009:
R761 million). Sales revenue has been under pressure since January 2009 and no  
recovery has yet been experienced.                                              
Gross profit percentages have dropped by 8%. 3% can be ascribed to a significant
provision against stock, based on an analysis of rate of movement. The remaining
5% is due to market pressures on margins and under recoveries in the factories  
due to lower production volumes.                                                
Operating expenses declined by 15% to R277 million (2009: R327 million). Such   
expenses excluded non-recurring costs of restructuring of R43 million, which    
were largely incurred between January and May 2010. As a result the cost base at
year end is lower than the average cost per month indicated by the total        
expenses for the year.                                                          
A loss before financing costs and profits of associates from continuing         
operations of R154 million (2009: loss of R175 million) was incurred. The loss  
was incurred due to the difficult trading environment resulting in a lower level
of sales and compressed margins as well as the costs incurred as a result of    
implementation of the restructuring.                                            
Finance costs declined to R31 million (2009: R36 million) due mainly to the     
implementation of the restructuring in April 2010 which reduced the Group`s debt
by R197 million.                                                                
A tax charge of R8 million was incurred primarily due to the reversal of a      
deferred tax asset of R7 million in a subsidiary company but also due to tax    
being payable in profitable subsidiaries. No deferred tax assets were raised    
during the year under review. As at June 2010 the Group has approximately R308  
million (2009: R110 million) of tax losses in subsidiaries that continue to     
trade as part of current continuing operations.                                 
The loss for the year from continuing operations was R192 million (2009: loss of
R235 million).                                                                  
Discontinued Operations                                                         
Discontinued operations incurred a loss of R16 million (2009: loss of R61       
million), mainly arising from a poor performance by Sheerline prior to its      
disposal.                                                                       
Consolidated                                                                    
All of the above factors resulted in a loss attributable to ordinary            
shareholders of R209 million (2009: loss of R297 million). The weighted average 
number of shares in issue increased from 204,3 million in 2009 to 1 026,8       
million in 2010 after the rights issue undertaken. The basic and headline losses
per share were 20,4 cents (2009: loss of 145,6 cents) and 18,9 cents (2009: loss
of 72,8 cents). The basic loss per share for continuing operations is 18,8 cents
(2009: loss of 115,5 cents).                                                    
Balance sheet and cash flow                                                     
The working capital to revenue ratio improved to 13% (2009: 21%) as a result of 
improved working capital management. Factors affecting working capital          
performance were lower levels of stock and reduced receivables resulting from   
lower sales.                                                                    
Key cash flows impacting the Group are summarised in the table below:           
2010     2009               
                                                    (R mil)  (R mil)            
Cash flows from operations before working capital                               
changes, operating losses and costs of                                          
restructuring                                        (128)    (43)              
Working capital reduction - improved working                                    
capital management                                   68       76                
Net financing costs and taxation paid                (31)     (41)              
Net cash outflow from operating activities           (91)     (8)               
Cash inflow/(outflow) from investing activities,                                
sale of International and Sheerline in 2010          48       (14)              
Cash inflow from rights issue                        197      -                 
Overall increase/(decrease) in cash generated        154      (22)              
The effect of the above is that net interest bearing debt has reduced to R135   
million (2009: R289 million).                                                   
Gearing (net interest bearing debt as a percentage of equity) improved to 175%  
(2009: 346%) after the restructuring.                                           
Total capital expenditure for the year under review was R5 million (2009: R23   
million) with the existing asset base being sufficient to sustain the level of  
operations currently conducted.                                                 
Operational review                                                              
The consolidation of the four Gauteng based factories on to a single site at    
Roodekop was a major achievement and is critical to the Group`s restructuring   
plan. This could only take place during the December shut-down. The move has    
enabled the business to not only reduce overheads and stockholding but also to  
achieve significant productivity improvements. This fully integrated factory    
forms the manufacturing base for the Group and due to the success of the start- 
up is providing opportunities for further Group manufacturing rationalisation   
and consolidation.                                                              
The Group now has two fully integrated facilities which are delivering value to 
the organisation, Roodekop in Gauteng and Riverhorse in KwaZulu-Natal. This is  
the business model the Group intends to follow. Both of these are state of the  
art facilities and have significant capacity potential for when the markets     
improve.                                                                        
In developing the restructuring plan it was always understood that the Cape     
operations would have to be rationalised to align the overhead cost to the      
depressed market conditions. However, unlike Gauteng or KwaZulu-Natal, where the
business had suitable premises onto which it could consolidate, there was no    
suitable site available amongst the existing locations of the Western Cape based
operations.                                                                     
Following the final phases of the Gauteng consolidation, further plans at       
restructuring in the Western Cape have been implemented. These include exiting  
manufacturing premises in Epping and the consolidation of all standard          
manufacture items to the Roodekop facility. Branch structures on a national     
basis are being aggressively reviewed.                                          
In addition to these structural changes the business refocused its marketing    
efforts. It is apparent that in the period of strong growth when demand         
outstripped capacity, the company neglected a number of traditional market      
channels in both its aluminium finished goods and glass businesses. A revised   
strategy to regain market share in these markets is being implemented and there 
is positive feedback from the trade about the company`s product quality and     
pricing position.                                                               
The rise in competitor activity and the increase in installed capacity that     
occurred during the growth cycle have resulted in increased competition for     
market share and margin compression. This was reported previously and the       
situation in the market has not improved as industry players attempt to hold on 
to scarce volume through pricing activity. AGI has critically examined its raw  
material supply chains and implemented procurement initiatives to reduce the    
overall cost of manufacture. These activities together with greater efficiencies
from manufacturing consolidation have assisted the company`s product offering to
be more competitive. However, gains in this area have not yet been fully        
realised as they are dependent on establishing new sources of supply. The       
directors are aware of the opportunity that exists to improve AGI`s performance 
in this area and are working on removing the obstacles that will then allow the 
Group to optimise its position.                                                 
Good progress has been made at improving lead times and service levels in       
particular from the consolidated operation at Roodekop. Service is a critical   
performance factor in the industry and it is acknowledged that, prior to the re 
capitalisation, the business performance was disrupted by both the knowledge of 
forthcoming plant closure and relocation and the need for strict cash           
management.                                                                     
Continuing operations                                                           
Glass                                                                           
Revenue decreased by 19% to R447 million (2009: R551 million). The operational  
result for the year under review was a loss of R104 million (2009: loss of R61  
million).                                                                       
Glass sales proved reasonably robust to market conditions. However there is over
capacity in the manufacturing or value-added section of the market which is     
currently overtraded. As a consequence margins are under pressure and factory   
utilisation lower than capacity. Utilisation of the geographic footprint in     
order to establish integrated branches has commenced. Programs to reduce        
overheads remain a key focus.                                                   
Aluminium finished goods                                                        
Revenue decreased by 31% to R211 million (2009: R319 million). The operational  
result for the year under review was a loss of R74 million (2009: loss of R97   
million).                                                                       
Sales were particularly under pressure in this segment from January 2010 to     
date. This is attributed to a depressed market based on the low level of        
activity in residential property development. Costs were significantly reduced  
but given the level of sales reduction profitability has been adversely         
impacted.                                                                       
Extrusions                                                                      
Revenue for the year under review decreased by 43% to R132 million (2009: R232  
million). The operational result was a loss of R15 million (2009: loss of R77   
million).                                                                       
The extrusion presses were adversely affected by interruptions in billet supply.
In November 2009 local supply of billet from BHP Billiton ceased. New imported  
supplies have been developed with a requirement for increased working capital to
be invested.                                                                    
Discontinued operations                                                         
Sheerline                                                                       
It has previously been reported that AGI Solutions (Pty) Limited, a subsidiary  
of the Group, and Wispeco Limited, a creditor of the Group, had entered into an 
agreement for sale to Wispeco of the Sheerline business as a going concern on 3 
September 2009. Due to competition regulations, there was a considerable delay  
in meeting the conditions precedent for this sale. These were fulfilled in March
2010 and the sale became effective on 31 March 2010.                            
During the year under review and until the disposal became effective (nine      
months after year end), revenue of the Sheerline business was R94 million (2009:
R203 million) and an operating loss of R8 million (2009: loss of R43 million)   
was incurred.                                                                   
International operations                                                        
It has previously been reported that an agreement for the sale of the           
International business was concluded on the 29 September 2009 to a related      
party. The conditions precedent to this sale were fulfilled in December 2009 and
the sale became effective and proceeds were received on 6 January 2010.         
During the year under review and until disposal became effective (six months    
after year end), revenue of the International business was R56 million (2009:   
R165 million) and an operating loss of R8 million (2009: loss of R18 million)   
was incurred.                                                                   
Prospects                                                                       
The process of restructuring AGI from the precarious position it found itself in
at the beginning of 2009 was always going to be a significant challenge. The    
excessive levels of debt, complex organisational and legal structures and       
duplication of overheads and operational resources, required radical            
rationalisation. Even in a stable market the task to reorganise the business was
formidable. Given that the markets have worsened the challenge became even      
greater. Despite this the progress operationally has been significant but more  
has to be done before the business is fully stabilised and can begin to explore 
opportunities for growth and expansion. The job at hand is to continue the      
process of right sizing to current economic conditions.                         
The key assumption of the initial restructuring plan accepted by the directors  
and the Group`s financiers was that the recessionary period, which was initially
felt by the South African construction sector early in 2009, would not result in
a lower level of activity than that witnessed in the 2009 calendar year.        
Therefore although sales were not expected to recover at all during 2010, it was
anticipated that they would not be dramatically worse. In hindsight this        
assumption has proved to be incorrect and construction activity, particularly in
the residential sector, has fallen further. This requires that the Group        
reassess the level of cost that has to be removed from the business. As         
disclosed herein, management has initiated these revised plans and is diligently
addressing the areas identified so as to stabilise the business.                
The Group has been significantly burdened by entering into a number of onerous  
property and asset leasing agreements when it embarked on its expansion plans in
the past. Although extensive work has been done to exit as many of these        
arrangements as possible, the Group is bound by these agreements for the next   
two years. Thereafter the financial commitments that these lease arrangements   
represent fall away and the business will be significantly less burdened by     
these fixed cost structures.                                                    
Shareholders are referred to the Cautionary Announcement made on 1 October 2010.
In this announcement shareholders were advised that it has become apparent that 
a further capital injection may be required by the Group. To this end the       
Company`s controlling shareholder, Castellas Investment Holdings Limited, has   
initiated a review which is anticipated will be completed during November 2010. 
Going concern                                                                   
At the time of approving the results for the year under review, the Group`s     
situation is such that there exists a degree of uncertainty relating to future  
events or conditions that might cast doubt upon the Group`s ability to continue 
as a going concern. Subject to the outcome of the review process noted in       
Prospects above, the directors believe the going concern assumption to be       
appropriate at this time.                                                       
Changes in directorate                                                          
Mrs J Martingano did not stand for re-election at the Annual General Meeting of 
the Company held on 15 January 2010. Mr MJE Geldenhuys resigned with effect from
31 January 2010. With effect from 19 May 2010, Mr AA Barrell resigned, Mr BE    
Danoher retired and Mr J Fragis and Mr SR Favish were appointed.                
Accounting policies and basis of preparation                                    
The condensed financial statements have been prepared in accordance with the    
framework concepts and the measurement and recognition requirements of          
International Financial Reporting Standards (IFRS), the AC 500 standards as     
issued by the Accounting Practices Board, the information as required by IAS 34:
Interim Financial Reporting, the Companies Act and the JSE Limited Listings     
Requirements. The condensed financial statements are prepared on the historical 
cost basis except for the revaluation of the financial instruments. The         
principal accounting policies adopted for the year under review are consistent  
with those applied for the year ended 30 June 2009. In addition, the following  
new standards have been adopted, IAS 1 - Presentation of financial statements   
and IFRS 8 - Operating segments, which introduced changes to the presentation of
the financial information with no impact on the Group`s accounting policies or  
methods of computation. The condensed consolidated income statement has been    
restated to disclose continuing and discontinuing operations in terms of IFRS 5 
Non current assets held-for-sale and discontinued operations.                   
The income statement disclosure has been reclassified to better present expenses
based on their function as opposed to the nature thereof. The presentation has  
not affected prior year reported profits/(losses).                              
Adverse review report                                                           
The condensed provisional financial information for the year ended 30 June 2010 
has been reviewed by the group`s independent auditors, Deloitte & Touche. The   
review was conducted in accordance with ISRE 2410 `Review of Interim Financial  
Information performed by the Independent Auditor of the Entity`.                
An adverse conclusion has been issued on the accompanying financial information 
as follows:                                                                     
The restructuring plan developed by the company`s directors to effect the       
turnaround of the business has been implemented. The company`s trading          
performance was adversely affected by the depressed market conditions. The group
continues to incur losses which have a negative impact on its cash flows. This  
situation creates doubt on the group`s ability to return to profitability in the
foreseeable future. In addition, in our opinion, there is further uncertainty   
relating to the group`s ability to renegotiate existing funding facilities      
beyond 28 February 2011 and generate sufficient new funding to meet its         
operational requirements for the foreseeable future. The group`s controlling    
shareholder has also initiated a review of the business as discussed in the     
directors` going concern note. These events indicate material uncertainty, which
casts doubt on the group`s ability to continue as a going concern and therefore 
may be unable to realise its assets and discharge its liabilities in the normal 
course of business. The consolidated financial statements are prepared on the   
going concern basis which, in our judgement, may be inappropriate in the        
circumstances.                                                                  
A copy of their adverse review report is available for inspection at the        
company`s registered office. Any reference to future financial performance      
included in this announcement, has not been reviewed or reported on by the      
Company`s auditors.                                                             
Subsequent events                                                               
Subsequent to the year end the Group has sold its 90% interest in Africa Glass  
(Namibia) (Pty) Limited for R9,8 million to the management of that company.     
Distribution to shareholders                                                    
No distribution is proposed.                                                    
For and on behalf of the Board                                                  
RJ Douglas                                                                      
Group Chief Executive Officer                                                   
6 October 2010                                                                  
Directors: HR Levin* (Non-executive Chairman), RJ Douglas+ (CEO),               
HF Brown*+, SR Favish*+, J Fragis*+, JC Saville                                 
*Non-executive  +Independent  +British                                          
Registered office                                                               
1 Setchell Road, Roodekop, 1401. PO Box 40443, Cleveland 2022.                  
Transfer secretaries                                                            
Computershare Investor Services 2004 (Pty) Limited.                             
70 Marshall Street, Johannesburg 2001. PO Box 61051, Marshalltown 2107, South   
Africa.                                                                         
Sponsor                                                                         
Sasfin Capital, a division of Sasfin Bank Limited                               
Date: 06/10/2010 16:24:00 Produced by the JSE SENS Department.                  
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