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Wed 29 Feb 2012, 8:00 GND/GNDP - Grindrod Limited - Audited results and dividend announcement for the
GND
GND                                                                             
GND/GNDP - Grindrod Limited - Audited results and dividend announcement for the 
year ended 31 December 2011                                                     
GRINDROD LIMITED                                                                
Registration number: 1966/009846/06                                             
Incorporated in the Republic of South Africa                                    
Share code: GND & GNDP                                                          
ISIN: ZAE000072328 & ZAE000071106                                               
AUDITED RESULTS AND DIVIDEND ANNOUNCEMENT                                       
for the year ended 31 December 2011                                             
CONDENSED CONSOLIDATED                                                          
STATEMENT OF FINANCIAL POSITION                                                 
As at 31 December 2011                                                          
                                                  31 December     31 December   
                                                      Audited         Audited   
                                                         2011           2010*   
R000            R000   
Ships, property, terminals, vehicles and equipment   5 267 565       4 564 226  
Investment property                                     22 096               -  
Intangible assets                                      547 931         648 729  
Investments in associates                              266 081         243 915  
Investments in joint ventures                          719 528         801 724  
Deferred taxation                                       89 472         162 379  
Other investments and derivative financial assets      129 478          92 066  
Recoverables on cancelled ships                        380 566               -  
Total non-current assets                             7 422 717       6 513 039  
Loans and advances to bank customers                 2 073 903       1 709 796  
Liquid assets and short-term negotiable securities     190 259         129 365  
Short-term loans                                       771 658         519 818  
Bank balances and cash                               2 979 172       1 149 857  
Other current assets                                 3 525 376       3 869 555  
Non-current assets held for sale                     3 467 286               -  
Total assets                                        20 430 371      13 891 430  
Shareholders` equity                                 9 216 769       5 856 861  
Non-controlling interests                               94 336         113 854  
Total equity                                         9 311 105       5 970 715  
Deferred taxation                                      124 796         117 349  
Provision for post-retirement medical aid               52 336          49 628  
Interest-bearing borrowings                          2 226 575       1 314 553  
Other non-current liabilities                           33 669          31 137  
Non-current liabilities                              2 437 376       1 512 667  
Deposits from bank customers                         2 910 945       2 016 137  
Current interest-bearing borrowings                  2 147 704       2 013 420  
Other liabilities                                    1 206 290       2 378 491  
Non-current liabilities associated with assets                                  
held for sale                                        2 416 951               -  
Total equity and liabilities                        20 430 371      13 891 430  
Net worth per ordinary share - at book value (cents)     1 454           1 122  
Net debt:equity ratio                                   0,10:1          0,31:1  
Capital expenditure                                  1 166 228       1 784 914  
Capital commitments                                    472 423       1 182 245  
Authorised by directors and contracted for             247 016         843 184  
Due within one year                                    199 190         693 294  
Due thereafter                                          47 826         149 890  
Authorised by directors not yet contracted for         225 407         339 061  
* Restated due to the early adoption of IFRS 10 Consolidated Financial          
Statements, IFRS 11 Joint Arrangements, IAS 27 (as revised in 2011) Separate    
Financial Statements, IAS 28 (as revised in 2011) Investments in Associates and 
Joint Ventures and IFRS 12 Disclosure of Interests in Other Entities.           
BUSINESS COMBINATIONS                                                           
for the year ended 31 December 2011                                             
Acquisition of subsidiaries                                                     
During the year the group acquired the following additional interests:          
                                                     Nature        Percentage   
Company acquired                                 of business          acquired  
Spinnaker Shipping and                                                          
Logistics (Pty) Limited                            Logistics                50  
Nelesco 681 (Pty) Limited                         Investment               100  
Terminal De Carvo da Matola Limitada                                            
(Mozambique)                                       Terminals                 5  
Empangeni Milling (Pty) Limited                      Milling                80  
                                                                     Purchase   
consideration   
Company acquired                           Interest acquired              R000  
Spinnaker Shipping and                                                          
Logistics (Pty) Limited                       1 January 2011               458  
Nelesco 681 (Pty) Limited                      31 March 2011               855  
Terminal De Carvo da Matola                                                     
Limitada (Mozambique)                       31 December 2011            19 263  
Empangeni Milling (Pty) Limited               1 October 2011             3 600  
Reason for acquisitions                                                         
The primary reason for the business acquisitions was to acquire outstanding non-
controlling interests in the Terminals division to consolidate Grindrod`s       
position and to expand Grindrod`s presence into new markets and geographical    
areas in the Trading businesses.                                                
Impact of the acquisitions on the results of the group                          
From the dates of their acquisition, the acquired businesses contributed        
attributable profit of R5 451 000.                                              
Net assets acquired in the subsidiaries` transactions and the                   
goodwill/intangible assets arising, are as follows:                             
                                                                   Acquirees`   
                                                              carrying amount   
before   
                                                                  combination   
                                                                at fair value   
Net assets acquired                                                       R000  
Property, plant and equipment                                           22 838  
Intangible assets                                                        1 000  
Working capital                                                       (28 923)  
Cash and bank                                                          (2 164)  
Non-controlling interests                                               26 277  
Long-term liabilities                                                 (14 976)  
Business combination reserve                                            17 685  
Deferred taxation                                                        1 957  
Total                                                                   23 694  
Goodwill and intangible assets arising on acquisition                      482  
                                                                       24 176   
Contingent purchase consideration                                      (2 683)  
21 493   
The goodwill arising on the acquisition of these businesses is attributable to  
the anticipated profitability of these businesses and synergies expected.       
Disposal of subsidiaries                                                        
During the year the group disposed the following interest:                      
                                                  Nature of        Percentage   
Company disposed                                    business          disposed  
Grindrod Perishable                                                             
Cargo Agents                                    Cargo agents               100  
                                                                     Disposal   
                                                   Interest     consideration   
Company disposed                                    disposed              R000  
Grindrod Perishable                                                             
Cargo Agents                                    30 June 2011            51 750  
Reason for disposal                                                             
The primary reason for the disposal was to rationalise operations in terms of   
the group`s long term goals.                                                    
                                                                   Fair value   
Net assets disposed                                                       R000  
Property, plant and equipment                                            6 507  
Working capital                                                          4 843  
Cash and bank                                                           10 157  
Goodwill and intangible assets disposed                                  1 717  
Deferred taxation                                                        5 796  
Total                                                                   29 020  
Profit on disposal                                                      22 730  
                                                                       51 750   
CONDENSED STATEMENT OF CASH FLOWS                                               
For the year ended 31 December 2011                                             
                                                  31 December     31 December   
                                                      Audited         Audited   
                                                         2011           2010*   
R000            R000   
Operating profit before working capital changes      1 069 342       1 316 495  
Working capital changes                            (1 264 377)       (300 935)  
Cash (utilised in)/generated from operations         (195 035)       1 015 560  
Net interest paid                                    (125 180)        (50 996)  
Net dividends paid                                   (230 115)       (299 608)  
Taxation paid                                         (63 004)       (183 625)  
                                                    (613 334)         481 331   
Net bank advances to customers and other                                        
short-term negotiables                                 453 489           8 257  
Net cash flows (utilised in)/generated from                                     
operating activities                                                            
before ships sales and purchases                     (159 845)         489 588  
Net proceeds on disposal of ships and locomotives            -         124 053  
Capital expenditure on ships and locomotives         (842 831)     (1 134 740)  
Net cash flows utilised in operating activities    (1 002 676)       (521 099)  
Acquisition of property, terminals, vehicles and                                
equipment and investments                            (320 494)       (639 704)  
Proceeds from disposal of property, terminals,                                  
vehicles and equipment and investments                  80 872          67 082  
Proceeds from repayment of share capital by joint                               
venture                                                262 235               -  
Intangible assets acquired                             (2 903)        (10 471)  
Disposal of investment in subsidiary                         -         (2 650)  
Loans advanced to joint venture and associate                                   
companies                                             (13 249)        (20 161)  
Net cash flows generated from/(utilised in)                                     
investing activities                                     6 461       (605 904)  
Net proceeds from issue of ordinary share capital    1 983 803           8 693  
Proceeds from disposal of treasury shares                1 945           6 768  
Non-controlling interest investment in subsidiary            -          10 000  
Long-term interest-bearing debt raised               1 548 382       1 104 194  
Payment of capital portion of long-term                                         
interest-bearing debt                                (708 718)       (377 886)  
Short-term interest-bearing debt issued              (220 196)       (439 509)  
Short-term interest-bearing debt raised                399 326         306 135  
Net cash flows from financing activities             3 004 542         618 395  
Net increase/(decrease) in cash and cash                                        
equivalents                                          2 008 327       (508 608)  
Cash and equivalents at beginning of the year          903 846       1 454 814  
Difference arising on translation                     (11 123)        (42 360)  
Cash and cash equivalents at end of the year         2 901 050         903 846  
* Restated due to the early adoption of IFRS 10 Consolidated Financial          
Statements, IFRS 11 Joint Arrangements, IAS 27 (as revised in 2011) Separate    
Financial Statements, IAS 28 (as revised in 2011) Investments in Associates and 
Joint Ventures and IFRS 12 Disclosure of Interests in Other Entities.           
SEGMENTAL ANALYSIS                                                              
For the year ended 31 December 2011                                             
31 December     31 December   
                                                      Audited         Audited   
                                                         2011           2010*   
                                                         R000            R000   
Revenue                                                                         
Freight Services                                     2 905 067       2 390 348  
Trading                                             29 189 365      22 795 502  
Shipping                                             3 596 835       4 009 869  
Financial Services                                     193 558         192 531  
Group                                                      433           2 326  
                                                   35 885 258      29 390 576   
Earnings before interest, taxation, depreciation                                
and amortisation                                                                
Freight Services                                       571 559         419 064  
Trading                                                165 634         173 152  
Shipping                                               188 144         497 343  
Financial Services                                      81 512         90  240  
Group                                                  (1 312)           2 850  
                                                    1 005 537       1 182 649   
Operating profit before interest and taxation                                   
Freight Services                                       382 342         241 806  
Trading                                                154 510         164 654  
Shipping                                                29 867         392 208  
Financial Services                                      80 462          88 997  
Group                                                  (4 623)           (330)  
                                                      642 558         887 335   
Share of associate companies` profit after taxation                             
Freight Services                                         4 291          39 908  
4 291          39 908   
Share of joint venture companies` profit after taxation                         
Freight Services                                        66 638          65 586  
Trading                                                 32 973           1 228  
Shipping                                                14 413           2 755  
                                                      114 024          69 569   
Attributable income to ordinary shareholders                                    
Freight Services                                       317 831         262 080  
Trading                                                143 989         120 074  
Shipping                                                 6 801         362 220  
Financial Services                                      58 398          44 952  
Group                                                    3 886         (9 074)  
530 905         780 252   
CONDENSED CONSOLIDATED INCOME STATEMENT                                         
For the year ended 31 December 2011                                             
                                                  31 December     31 December   
Audited         Audited   
                                       Change            2011           2010*   
                                            %            R000            R000   
Revenue                                     22      35 885 258      29 390 576  
Earnings before interest, taxation,                                             
depreciation and amortisation             (15)       1 005 537       1 182 649  
Depreciation and amortisation                        (362 979)       (295 314)  
Operating profit before interest and                                            
taxation                                  (28)         642 558         887 335  
Non-trading items                                       60 152          13 448  
Interest received                                      169 709         128 042  
Interest paid                                        (218 647)       (179 038)  
Profit before share of associate and                                            
joint venture companies` profit                        653 772         849 787  
Share of associate companies` profit                                            
after taxation                                           4 291          39 908  
Share of joint venture companies`                                               
profit after taxation                                  114 024          69 569  
Profit before taxation                    (20)         772 087         959 264  
Taxation                                  (54)       (175 363)       (114 189)  
Profit for the year                                    596 724         845 075  
Attributable to                                                                 
Ordinary shareholders                     (32)         530 905         780 252  
Preference shareholders                                 53 271          58 594  
Owners of the parent                                   584 176         838 846  
Non-controlling interests                               12 548           6 229  
                                                      596 724         845 075   
Exchange rates (R/US$)                                                          
Opening exchange rate                                     6,62            7,37  
Closing exchange rate                                     8,11            6,62  
Average exchange rate                                     7,27            7,34  
Reconciliation of headline earnings                                             
Profit attributable to ordinary shareholders           530 905         780 252  
Adjusted for:                                         (54 543)        (17 951)  
IAS 38 Impairment of Goodwill                            9 168          39 165  
IAS 38 Reversal of Impairment of                                                
Intangible Asset in respect of Charters                      -         (2 903)  
IAS 38 Impairment of Other Investment                    5 849               -  
IAS 16 Reversal of Impairment of Ships,                                         
Plant and Equipment                                   (18 067)        (19 989)  
IFRS 3 Net Profit on Disposal of Investments          (48 180)        (11 104)  
IAS 16 Net Profit on Sale of Plant and Equipment       (8 922)         (1 761)  
IAS 21 FCTR Adjustment on Disposal of Investment             -        (16 856)  
Total taxation effects of adjustments                    5 609         (4 503)  
Headline earnings                                      476 362         762 301  
Ordinary share performance                                                      
Number of shares in issue less treasury                                         
shares (000`s)                                         589 536         455 803  
Weighted average number of shares on                                            
which earnings per share are based (000`s)             478 234         454 591  
Diluted weighted average number of                                              
shares on which diluted earnings per share are                                  
based (000`s)                                          479 192         455 912  
Earnings per share (cents)                                                      
Basic                                     (35)           111,0           171,6  
Diluted                                   (35)           110,8           171,1  
Headline earnings per share (cents)                                             
Basic                                     (41)            99,6           167,7  
Diluted                                   (41)            99,4           167,2  
Dividends per share (cents)               (46)            29,5            54,0  
Interim                                                   17,5            27,0  
Final                                                     12,0            27,0  
Dividend cover (times)                                     3,8             3,2  
* Restated due to the early adoption of IFRS 10 Consolidated Financial          
Statements, IFRS 11 Joint Arrangements, IAS 27 (as revised in 2011) Separate    
Financial Statements, IAS 28 (as revised in 2011) Investments in Associates and 
Joint Ventures and IFRS 12 Disclosure of Interests in Other Entities.           
CONDENSED CONSOLIDATED                                                          
STATEMENT OF COMPREHENSIVE INCOME                                               
for the year ended 31 December 2011                                             
                                                  31 December     31 December   
                                                      Audited         Audited   
2011            2010   
                                                         R000            R000   
Profit for the year                                    596 724         845 075  
Other comprehensive income                                                      
Exchange differences on translating foreign operations                          
Exchange differences arising during the year           901 974       (417 966)  
Realisation of foreign operations disposed of                                   
in the year                                                  -        (16 856)  
901 974       (434 822)   
Cash flow hedges                                                                
Recycled through profit/loss during the year           161 735        (92 356)  
Reclassification adjustments for amounts                                        
recognised in profit                                         -         108 912  
Reclassification adjustments for amounts                                        
recognised in assets                                   (2 070)              60  
                                                      159 665          16 616   
Total comprehensive income for the year              1 658 363         426 869  
Total comprehensive income attributable to:                                     
Owners of the parent                                 1 648 400         419 554  
Non-controlling interests                                9 963           7 315  
1 658 363         426 869   
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                                     
For the year ended 31 December 2011                                             
                                                                       Equity   
Ordinary                                          com-   
                          share        Preference         Share     pensation   
                        capital     share capital       premium       reserve   
                           R000              R000          R000          R000   
Balance at 31 December 2009    9                 2        13 209        35 771  
Share options exercised                                    8 693                
Share-based payments                                                     1 529  
Treasury shares sold                                       6 769                
Non-controlling                                                                 
interest acquired                                                               
Non-controlling                                                                 
interest disposed                                                               
Profit for the year                                                             
Other comprehensive income                                                      
Total comprehensive income                                                      
Ordinary dividends paid                                                         
Preference dividends paid                                                       
Balance at 31 December 2010    9                 2        28 671        37 300  
Share options exercised                                    2 612                
Share-based payments                                                       647  
Share issue                    3                       1 999 997                
Share issue expenses                                    (18 810)                
Treasury shares sold                                       1 945                
Non-controlling                                                                 
interest acquired                                                               
Profit for the year                                                             
Other comprehensive income                                                      
Total comprehensive income     -                 -             -             -  
Ordinary dividends paid                                                         
Preference dividends paid                                                       
Balance at 31 December 2011   12                 2     2 014 415        37 947  
                        Foreign                                                 
currency        Business                                 
                    translation     combination       Hedging     Accumulated   
                        reserve         reserve       reserve          profit   
                           R000            R000          R000            R000   
Balance at 31                                                                   
December 2009            275 646                     (169 521)       5 582 864  
Share options exercised                                                         
Share-based payments                                                            
Treasury shares sold                                                            
Non-controlling                                                                 
interest acquired                                                               
Non-controlling                                                                 
interest disposed                                                               
Profit for the year                                                    838 846  
Other comprehensive                                                             
income                 (436 107)                        16 815                  
Total comprehensive                                                             
income                 (436 107)               -        16 815         838 846  
Ordinary dividends paid                                              (259 070)  
Preference dividends                                                            
paid                                                                  (58 594)  
Balance at 31                                                                   
December 2010          (160 461)               -     (152 706)       6 104 046  
Share options                                                                   
exercised                                                                       
Share-based payments                                                            
Share issue                                                                     
Share issue expenses                                                            
Treasury shares sold                                                            
Non-controlling                                                                 
interest acquired                       (18 718)                                
Profit for the year                                                    584 176  
Other comprehensive                                                             
income                   904 559                       159 665                  
Total comprehensive                                                             
income                   904 559               -       159 665         584 176  
Ordinary dividends paid                                              (202 897)  
Preference dividends paid                                             (53 271)  
Balance at 31                                                                   
December 2011            744 098        (18 718)         6 959       6 432 054  
Interest of            Non-                       
                                owners of     controlling     Interest of all   
                               the parent       interests        shareholders   
                                     R000            R000                R000   
Balance at 31 December 2009      5 737 980          98 146           5 836 126  
Share options exercised              8 693                               8 693  
Share-based payments                 1 529                               1 529  
Treasury shares sold                 6 769                               6 769  
Non-controlling interest acquired        -          10 000              10 000  
Non-controlling interest disposed        -         (1 494)             (1 494)  
Profit for the year                838 846           6 229             845 075  
Other comprehensive income       (419 292)           1 086           (418 206)  
Total comprehensive income         419 554           7 315             426 869  
Ordinary dividends paid          (259 070)           (113)           (259 183)  
Preference dividends paid         (58 594)                            (58 594)  
Balance at 31 December 2010      5 856 861         113 854           5 970 715  
Share options exercised              2 612                               2 612  
Share-based payments                   647                                 647  
Share issue                      2 000 000                           2 000 000  
Share issue expenses              (18 810)                            (18 810)  
Treasury shares sold                 1 945                               1 945  
Non-controlling interest acquired (18 718)        (26 277)            (44 995)  
Profit for the year                584 176          12 548             596 724  
Other comprehensive income       1 064 224         (2 585)           1 061 639  
Total comprehensive income       1 648 400           9 963           1 658 363  
Ordinary dividends paid          (202 897)         (3 204)           (206 101)  
Preference dividends paid         (53 271)                            (53 271)  
Balance at 31 December 2011      9 216 769          94 336           9 311 105  
COMMENTS                                                                        
Contingent assets/liabilities                                                   
The total contingent liabilities incurred by the group arising from interests in
joint ventures is Rnil (2010: R37 044 000).                                     
The group engaged with legal counsel to institute a claim against a related     
party for breach of the shareholders` agreement. At reporting date, the impact  
of this claim was uncertain.                                                    
Leases and shipcharters                                                         
31 December     31 December   
                                                      Audited         Audited   
                                                         2011           2010*   
                                                         R000            R000   
Operating leases and shipcharters                                               
Income                                                 659 412         909 351  
Expenditure                                          7 027 202       8 528 014  
Finance lease liabilities                               56 817         486 556  
* Restated due to the early adoption of IFRS 10 Consolidated Financial          
Statements, IFRS 11 Joint Arrangements, IAS 27 (as revised in 2011) Separate    
Financial Statements IAS 28 (as revised in 2011) Investments in Associates and  
Joint Ventures and IFRS 12 Disclosure of Interests in Other Entities.           
Preparer of annual financial statements for the year ended 31 December 2011     
These annual financial statements have been prepared under the supervision of   
A G Waller, BCom, CA(SA).                A G Waller; Group Financial Director   
28 February 2012                                                                
Overview                                                                        
2011 was an important year for Grindrod. The group continued to advance in      
ports, terminals and rail infrastructure projects in Africa, in order to realise
its strategy of becoming an integrated freight and logistics service provider,  
whilst retaining its position in shipping.                                      
During the year shareholders approved the raising of R2 billion in equity, which
is required to develop infrastructural opportunities and projects, in particular
the expansion of coal terminal capacity.                                        
The format of the specific share issue underwritten by the Remgro Group enabled 
Grindrod to raise funds at a premium to the market.                             
In order to reduce the group`s exposure to a single project and increase its    
ability to execute its strategy, the Vitol Group, the world`s largest           
independent energy trader, has been introduced as a strategic partner to Maputo 
Coal Terminal. Vitol has also entered into a coal trading venture with Grindrod.
The transactions, which are subject to regulatory approvals, were concluded and 
announced in January 2012.                                                      
The group generated earnings of R530,9 million for the year ended 31 December   
2011 (2010: R780,3 million), a 32% decline. Headline earnings per share         
decreased by 41% to 99,6 cents per share (2010: 167,7 cents per share). Earnings
growth on the prior year was achieved in the Freight Services, Trading and      
Financial Services divisions, whilst the Shipping division was impacted by weak 
shipping markets.                                                               
Total ordinary dividends of 29,5 cents per share (2010: 54,0 cents per share)   
was declared, at a dividend cover of 3,8 times.                                 
Whilst the R2 billion raised strengthened the group`s statement of financial    
position, this has resulted in a dilution of earnings and the final dividend.   
Capital expenditure and commitments                                             
Capital expenditure was directed towards the group`s ship newbuilding programme,
the expansion of terminal capacity and the replacement of a portion of the      
Logistics road fleet.                                                           
Future capital commitments relate to the expansion of terminal capacity and the 
procurement of locomotives and ships. The commitments exclude the planned       
expansion of terminal capacity to 20 million tonnes at Maputo and by about 8    
million tonnes at Richards Bay, railway infrastructure and the development of a 
bulk liquid storage facility at Coega currently being developed.                
                            Capital expenditure  Capital expenditure            
approved            
                                                                        Total   
                                                                      commit-   
(R million)                        2011     2012     2013     2014       ments  
Freight Services                    287      384      129        -         513  
Logistics                           159       12        -        -          12  
Ports and Terminals                 128      372      129        -         501  
Trading                              11        1        1        1           3  
Shipping                            866      251       42        -         293  
Financial Services                    1       23        2        3          28  
Group                                 1        -        -        -           -  
                                 1 166      659      174        4         837   
Split as follows:     
                                                      Approved       Approved   
                                                           not            and   
(R million)                                          contracted     contracted  
Freight Services                                            468             45  
Logistics                                                     -             12  
Ports and Terminals                                         468             33  
Trading                                                       -              3  
Shipping                                                      4            289  
Financial Services                                            -             28  
Group                                                         -              -  
                                                           472            365   
The table above includes capital commitments of R365 million relating to        
Grindrod`s share of joint ventures` capital commitments.                        
Cash flow and borrowings                                                        
Operating profit before working capital adjustments was R1 069 million (2010: R1
316 million).                                                                   
Cash outflows included investment in working capital of R1 264 million, capital 
expenditure of R1 166 million and dividends of R260 million. Increased working  
capital was required in December as a result of high oil prices and increased   
sales in the Trading division. Cash inflows included net R1 984 million received
on the issue of shares. This resulted in the net debt position at 31 December   
2010 of R1 835 million decreasing to R890 million at 31 December 2011 and the   
net debt:equity ratio decreasing from 31% to 10%.                               
The group incurred a net interest expense of R49 million for the year compared  
to a net interest expense of R51 million in the prior year.                     
The group is confident that it has adequate funding for all capital commitments 
through its cash resources and bank facilities.                                 
Shareholders` equity                                                            
The R2 billion, together with a translation gain of R905 million and retained   
profits, increased shareholders` equity by 56% from R5 971 million at 31        
December 2010 to R9 311 million at 31 December 2011.                            
On 31 October 2011, 133 333 334 ordinary shares were issued by way of a specific
issue. The total number of ordinary shares in issue accordingly increased to 598
715 314.                                                                        
A total of 9 179 348 ordinary shares continue to be held in treasury.           
Basis of preparation                                                            
The condensed consolidated financial statements have been prepared in accordance
with the recognition and measurement criteria of International Financial        
Reporting Standards (IFRS) and its interpretations adopted by the International 
Accounting Standards Board (IASB) in issue and effective for the group at 31    
December 2011 and the AC 500 standards issued by the Accounting Practices Board 
or its successor. The results are presented in terms of IAS 34 Interim Financial
Reporting and comply with the Listings Requirements of the JSE Limited and the  
Companies Act 71 of 2008.                                                       
These condensed consolidated annual financial statements were approved by the   
board of directors on 28 February 2012.                                         
Accounting policies                                                             
The accounting policies adopted and methods of computation used in the          
preparation of the condensed consolidated financial statements are in terms of  
IFRS and are consistent with those of the annual financial statements for the   
year ended 31 December 2010 except for the adoption of new or revised accounting
standards, interpretations and circulars which are described below.             
New accounting standards                                                        
During the year the group elected to early adopt IFRS 10, Consolidated Financial
Statements, IFRS 11, Joint Arrangements, IAS 27 (as revised in 2011), Separate  
Financial Statements, IAS 28 (as revised in 2011), Investments in Associates and
Joint Ventures and IFRS 12, Disclosure of Interests in Other Entities. The group
believes that adoption of these standards will improve the disclosure of the    
nature and risks associated with interests in other entities. The major change  
as a result of the early adoption is that joint venture entities which were     
previously proportionately consolidated are now accounted for and disclosed on  
the same basis as investments in associates, which are equity accounted. These  
standards have been applied retrospectively.                                    
The group adopted IAS 24 (revised) Related Party Transactions in the current    
year which modifies the definition of a related party. The adoption of this     
standard has had no material effect on the group`s disclosures.                 
Audit opinion                                                                   
The auditors, Deloitte & Touche, have issued their opinion on the group`s       
financial statements for the year ended 31 December 2011.                       
The audit was conducted in accordance with International Standards of Auditing. 
They have issued an unmodified audit opinion. These condensed consolidated      
annual financial statements have been derived from the group financial          
statements and are consistent in all material respects with the group financial 
statements. A copy of their audit 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 group`s external auditors.              
Directorate/executive                                                           
J G Jones and L R Stuart-Hill retired from the board on 30 June 2011. B J       
McIlmurray, a member of the executive committee, also retired on 30 June 2011.  
The board of directors wish to express appreciation for their respective        
contributions to the group.                                                     
H J Gray was appointed to the executive committee on 1 June 2011 and is         
responsible for the Logistics operations.                                       
M H Visser and J J Durand (alternate) were appointed to the board with effect   
from 31 October 2011 and M R Wade on 16 November 2011.                          
Post balance sheet events                                                       
Grindrod and the Vitol group entered into an agreement with effect from 1       
January 2012 whereby Vitol is to acquire from Grindrod a 35% interest in Maputo 
Coal Terminal for a consideration of US$67,7 million.                           
In addition, Vitol and Grindrod will enter into a partnership to combine their  
respective sub-Saharan coal trading businesses (65% Vitol/35% Grindrod). This   
transaction was announced in the press on 18 January 2012.                      
Prospects                                                                       
The group anticipates an increase in earnings in 2012 despite uncertainty in the
shipping markets. The investment in strategic infrastructure, from a strong     
financial base, supports the goal of sustainable longer-term growth for         
shareholders.                                                                   
For and on behalf of the board                                                  
I A J Clark                                                       A K Olivier   
Chairman                                              Chief Executive Officer   
DECLARATION OF FINAL DIVIDEND                                                   
Preference dividend                                                             
Notice is hereby given that a final dividend of 363 cents per cumulative, non-  
redeemable, non-participating and non-convertible preference share (2010: 386   
cents) has been declared, payable to preference shareholders in accordance with 
the timetable below.                                                            
Ordinary dividend                                                               
Notice is hereby given that a final dividend of 12 cents per ordinary share     
(2010: 27 cents) has been declared, payable to ordinary shareholders in         
accordance with the timetable below.                                            
Timetable                                                                       
Last day to trade cum-dividend                          Friday, 23 March 2012   
Shares commence trading ex-dividend                     Monday, 26 March 2012   
Record date                                             Friday, 30 March 2012   
Dividend payment date                                    Monday, 2 April 2012   
No dematerialisation or rematerialisation of shares will be allowed for the     
period from Monday, 26 March 2012 to Friday, 30 March 2012, both days inclusive.
The dividends are declared in the currency of the Republic of South Africa.     
By order of the board                                                           
C A S Robertson                                                                 
Secretary                                                                       
28 February 2012                                                                
Directors                                                                       
I A J Clark* (Chairman), A K Olivier (Group CEO), H Adams*, M R Faku*,          
W D Geach*, I M Groves*, M J Hankinson*, D A Polkinghorne, D A Rennie,          
A F Stewart, M H Visser*, M R Wade, A G Waller, S D M Zungu*, J J Durand*       
(alternate) *Non-executive                                                      
Registered office                                                               
Quadrant House, 115 Margaret Mncadi Avenue, Durban, 4001; PO Box 1, Durban,     
4000                                                                            
Transfer secretaries                                                            
Computershare Investor Services (Pty) Limited                                   
70 Marshall Street, Johannesburg, 2001; PO Box 61051, Marshalltown, 2107        
Sponsor                                                                         
Grindrod Bank Limited; First Floor, Building 3, North Wing, Commerce Square,    
39 Rivonia Road, Sandhurst, Sandton, 2146; PO Box 78011, Sandton, 2146          
For more information, please refer to our website at www.grindrod.co.za         
Date: 29/02/2012 08:00:08 Produced by the JSE SENS Department.                  
The SENS service is an information dissemination service administered by the    
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or            
implicitly, represent, warrant or in any way guarantee the truth, accuracy or   
completeness of the information published on SENS. The JSE, their officers,     
employees and agents accept no liability for (or in respect of) any direct,     
indirect, incidental or consequential loss or damage of any kind or nature,     
howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
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