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Wed 15 May 2002, 0:00 Otk - Audited Results For The Year Ended 28 Februa
OTK - AUDITED RESULTS for the year ended 28 February 2002                       
OTK Holdings Limited                                                            
(Incorporated in the Republic of South Africa)                                  
(Registration number 1995/004030/06)                                            
ISIN number: ZAE 000029690                                                      
Share code: OTK                                                                 
AUDITED RESULTS for the year ended 28 February 2002                             
Revenue from continuing operations increases by 18,6%                           
Headline earnings per share increases by 25,1%                                  
Net tangible asset value per share increases by 19% a year of incredible        
growth                                                                          
OTK is a leading South African business offering a wide range of inputs and     
services to farmers, processors and users of agricultural products              
Group balance sheet                                                             
                                     Actual     Pro forma  Actual               
At 28 February                       2002      2001        2001                 
                                     R`000      R`000      R`000                
ASSETS                                                                          
Non-current assets                   683 575    576 753    645 125              
Property, plant and equipment        409 882    405 480    405 480              
Intangible assets                    39 245     19 746     19 746               
Investments                          15 233     24 821     24 821               
OTK Holdings Trust                   49 462     37 554     105 926              
Other financial assets               86 723     38 326     38 326               
Deferred tax assets                  83 030     50 826     50 826               
Current assets                       1 826 739  1 629 592  2 459 904            
Inventory                            370 381    465 496    465 496              
Trade and other receivables          1 057 314  792 654    1 713 753            
Cash and cash equivalents            399 044    371 442    280 655              
Total assets                         2 510 314  2 206 345  3 105 029            
EQUITY AND LIABILITIES                                                          
Capital and reserves                 1 385 820  1 128 034  2 075 225            
Share capital                        3          3          6 794                
Share premium                        25 726     -          666 250              
Reserves                             458 905    458 905    458 905              
Accumulated profits                  901 186    669 126    943 276              
Non-current liabilities              81 772     56 176     56 176               
Long-term liabilities                26 870     9 689      9 689                
Deferred tax liabilities             54 704     46 487     46 487               
Outside shareholders` interest       198        -          -                    
Current liabilities                  1 042 722  1 022 135  973 628              
Trade and other payables             891 847    727 745    715 924              
Shareholders for distribution        -          36 686     -                    
Short-term borrowings                150 875    257 704    257 704              
Total equity and liabilities         2 510 314  2 206 345  3 105 029            
Net tangible asset value                                                        
per share (cents)                    388        326        611                  
Group income statement                                                          
                                     Actual     Pro forma  Actual               
For the 12 months ended 28 February  2002       2001       2001                 
                                     R`000      R`000      R`000                
Revenue                              4 472 796  4 201 298  4 296 199            
Operating profit from continuing                                                
operations                           334 366    245 773    340 672              
Loss from discontinued operations    (9 986)    (28 204)   (28 204)             
Profit before tax                    324 380    217 569    312 468              
Tax                                  (95 149)   (92 748)   (109 397)            
Net profit                           229 231    124 821    203 071              
Weighted average number of                                                      
shares issued (`000)                 337 549    323 517    323 517              
Earnings per share (cents) (note 3)  67,9       38,6       62,8                 
Headline earnings per                                                           
share (cents) (note 3)               75,0       60,0       80,5                 
Group cash flow statement                                                       
For the 12 months ended 28 February            2002       2001                  
                                               R`000      R`000                 
Operating activities                                                            
Net operating profit                           352 252    326 001               
Changes in working capital                     (9 085)    (206 169)             
Sale of debtors` book                          916 239    -                     
Adjustment for non-cash flow items             48 111     80 528                
Dividends on investments                       4 360      6 362                 
Interest received                              8 858      7 407                 
Interest paid                                  (41 090)   (27 302)              
Dividends paid                                 (228 546)  -                     
Tax paid                                       (104 595)  (118 394)             
Net cash generated from operating activities   946 504    68 433                
Investing activities                                                            
Purchase of property, plant and equipment      (108 920)  (81 016)              
Purchase of trademarks and goodwill            (16 014)   -                     
Proceeds on disposal of property,                                               
plant and equipment                            62 883     54 465                
Proceeds on disposal of trademarks             -          2 271                 
Acquisition of investments and                                                  
loans granted                                  (54 936)   (27 592)              
Disposal of investments and loans repaid       107 595    4 986                 
Acquisition of shares in                                                        
subsidiaries and joint ventures                (10 138)   (670)                 
Net cash utilised in investing activities      (19 530)   (47 556)              
Financing activities                                                            
Share repurchase                               (42 776)   (6 155)               
Capital distribution                           (673 040)  (61 013)              
Proceeds from long-term borrowings             14 060     (233)                 
Net cash utilised in financing activities      (701 756)  (67 401)              
Increase/(decrease) in cash                                                     
and cash equivalents                           225 218    (46 524)              
Movement in cash and cash equivalents                                           
Beginning of year                              22 951     69 475                
Increase/(decrease)                            225 218    (46 524)              
End of year                                    248 169    22 951                
NOTES TO THE ANNUAL FINANCIAL STATEMENTS                                        
1. The pro forma balance sheet is based on the assumption that the sale of      
debtors and the distribution to shareholders of 245 cents per share that        
took place on 28 February 2001 and 12 April 2001, respectively, had taken       
place on 1 March 2000.                                                          
2. The pro forma income statement illustrates the effect of note 1 and the      
net interest lost on the debtors sold had the transaction taken effect on 1     
March 2000.                                                                     
3. Reconciliation of headline earnings                                          
                                     Actual    Pro forma  Actual                
     Cents per share                 2002      2001       2001                  
Earnings                        67,9      38,6       62,8                  
     Loss from discontinued                                                     
     operations                      1,7       9,1        9,1                   
     Personnel restructuring costs   1,8       7,1        7,1                   
Tax on special distribution     3,5       3,7        -                     
     Cost on sale of debtors         -         1,7        1,7                   
     Loss/(profit) on disposal                                                  
     of assets                       0,1       (0,2)     (0,2)                  
Headline earnings               75,0      60,0       80,5                  
4. Accounting policies                                                          
The consolidated annual financial statements are prepared in accordance with    
and comply with South African Statements of General Accepted Accounting         
Practice and with the requirements of the South African Companies Act. The      
consolidated annual financial statements are prepared under the historical      
cost convention. The principal accounting policies which were adopted in the    
preparation of these consolidated annual financial statements correspond        
with those applied in the previous annual financial statements, except for      
the change in the accounting policy with regard to the accounting of accrued    
dividends. The profit for the year decreased by R11,8 million, due to STC on    
the special distribution. There is no effect on the headline earnings for       
the current and previous years. The balance sheet items for the prior year,     
accumulated profit and shareholders for distri-bution, were adjusted            
accordingly.                                                                    
5. Comparative numbers                                                          
Where necessary, comparative figures have been adjusted to conform with         
changes in presentation in the current year. In particular, the comparatives    
have been adjusted or extended to take into account the revised requirements    
of AC 107 (Statement of GAAP).                                                  
6. Corporate governance and JSE Securities Exchange SA compliance               
The principles of corporate governance were adhered to in all material          
instances. The group and the company complied with the regulations of the       
JSE Securities Exchange SA regarding the content of the annual financial        
results.                                                                        
7. Share capital                                                                
7.1 Number in issue (ordinary shares)                                           
Beginning of year                            339 695 567                        
Issued to share incentive scheme             7 304 433                          
End of year                                  347 000 000                        
7.2 Other changes during the year (number)                                      
Shares repurchased by a subsidiary in                                           
terms of a general authorisation at an                                          
average price of R3,86                       11 085 158                         
8. Share premium                             R`000                              
Balance beginning of year                    666 250                            
Special distribution                        (666 250)                           
Premium on shares issued to share                                               
incentive scheme                             25 726                             
Balance end of year                          25 726                             
GROUP STATEMENT OF CHANGES IN EQUITY                                            
                  Share     Share               Accumulated                     
                  capital   premium   Reserves  profits   Total                 
                  R`000     R`000     R`000     R`000     R`000                 
Balance                                                                         
29 February 2000  6 491     665 388   458 905   746 360   1 877 144             
As previously                                                                   
reported          6 491     639 430   458 905   746 360   1 851 186             
Change in                                                                       
accounting policy  -        25 958     -        -         25 958                
Net profit        -         -          -        203 071   203 071               
Issue of shares to                                                              
OTK incentive                                                                   
scheme            303       61 875     -        -         62 178                
Capital                                                                         
distribution      -         (61 013)   -        -         (61 013)              
Share repurchase  -         -          -        (6 155)   (6 155)               
Balance                                                                         
28 February 2001  6 794     666 250   458 905   943 276   2 075 225             
As previously                                                                   
reported          3         -         458 905   735 556   1 194 464             
Change in                                                                       
accounting policy 6 791     666 250    -        207 720   880 761               
Net profit        -         -          -        229 231   229 231               
Issue of shares to                                                              
OTK incentive                                                                   
scheme            -         25 726     -        -         25 726                
Dividends on                                                                    
shares            -          -         -        (69 332)  (69 332)              
Share repurchase  -          -         -       (42 776)   (42 776)              
Special                                                                         
distribution      (6 791)   (666 250)  -        (159 213) (832 254)             
Balance                                                                         
28 February 2002  3          25 726   458 905   901 186   1 385 820             
AUDIT REPORT OF THE INDEPENDENT AUDITORS WHICH SHOULD BE READ IN CONJUNCTION    
WITH THE AUDITED FINANCIAL STATEMENTS                                           
We have audited the Group annual financial statements of OTK Holdings           
Limited for the year ended 28 February 2002. These financial statements are     
the responsibility of the company`s directors.                                  
Our responsibility is to express an opinion on these financial statements       
based on our audit.                                                             
Scope                                                                           
We conducted our audit in accordance with statements of South African           
Auditing Standards. Those standards require that we plan and perform the        
audit to obtain reasonable assurance that the financial statements are free     
of material misstatement. An audit includes:                                    
examining, on a test basis, evidence supporting the amounts and disclosures     
in the financial statements;                                                    
assessing the accounting principles used and significant estimates made by      
management; and                                                                 
evaluating the overall financial statement presentation.                        
We believe that our audit provides a reasonable basis for our opinion.          
Audit opinion                                                                   
In our opinion, the Group annual  financial statements fairly present, in       
all material respects, the financial position of the Group at 28 February       
2002 and the results of its operations and cash flows for the year then         
ended, in accordance with South African Statements of Generally Accepted        
Accounting Practice, and in the manner required by the Companies Act in         
South Africa.                                                                   
Registered Accountants and Auditors     14 May 2002                             
Chartered Accountants (SA)     Johannesburg                                     
SEGMENTAL ANALYSIS                                                              
                   Revenue     Operating profit*  Net assets                    
                  Rm      Rm      Rm      Rm      Rm      Rm                    
2002    2001    2002    2001    2002    2001                  
Agri Products     2 473   2 086   265     221     811     498                   
Agri Requisites   1 856   1 613   41      26      103     126                   
Agri Finance      115     62      37      29      447     397                   
Agri Services     17      -       (1)     -       8       -                     
Other             12      440      1      9       17      107                   
Total             4 473   4 201    343    285     1 386   1 128                 
Increase (%)      6,4              20,3           22,9                          
*The operating profit is shown after taking into account the pre-tax            
headline earnings adjustments. The reason for this is to make the segmental     
profit more comparable after the restructuring of the Group, which includes     
the sale of certain businesses.                                                 
REVENUE FROM CONTINUING OPERATIONS                                              
                                                2002     2001                   
                                                Rm       Rm                     
Revenue per segmental analysis                  4 473    4 201                  
Less revenue from discontinued operations      (9)       (437)                  
Revenue from continuing operations              4 464     3 764                 
Increase (%)                                    18,6                            
COMMENTS                                                                        
PROFILE                                                                         
OTK is South Africa`s leading agri-services business with activities            
situated mainly in South Africa`s eastern, northern and central provinces as    
well as in Zambia, Malawi, Swaziland and Uganda.                                
It is the Group`s strategic intent to become the leading agri-services          
business in sub-Saharan Africa.                                                 
The Group`s core business is identified as the provision of services to         
customers through its three pillars of operation which are underpinned by       
its fourth business operation, Agri Services.                                   
OTK`s three pillars of operation and Agri Services can be briefly described     
as:                                                                             
- Agri Products, handling, grading, storage, marketing, trading of              
agricultural products and logistic solutions for producers and processors of    
agri products. OTK`s cotton, animal feed and broiler interests are included     
in this pillar.                                                                 
- Agri Requisites, providing farming inputs to primary agricultural             
producers through a network of distributors and strategically placed retail     
outlets.                                                                        
- Agri Finance, providing innovative business and insurance solutions to        
participants in the agri value chain.                                           
- Agri Services, providing profit-enhancing technical, marketing and            
business expertise to primary agricultural producers and processors of          
agricultural products.                                                          
BUSINESS RESTRUCTURING                                                          
The new business vision and business model of OTK developed at the end of       
the 2000/2001 financial year were implemented during the financial year         
under review. Those investments that destroyed shareholder value were sold.     
The restructuring of the balance sheet through the sale of the interest-        
bearing debtors to Wesbank and the Land Bank was finalised. The funds           
realised on this sale were repaid to shareholders during the financial year     
under review by means of a special dividend of R2,45 per share.                 
A significant reduction in staff numbers has been achieved and non-critical     
functions have been outsourced. There has also been an infusion of              
worldclass management and, where appropriate leading edge technology, into      
each pillar of the business and Agri Services.                                  
OTK has during the financial year significantly improved and expanded the       
business model of managing agri debtors and commodities on behalf of third      
parties. At year end OTK managed debtors of R1,3 billion on behalf of           
financial institutions on which it earned an administration fee, it also        
handled and stored significant volumes of agri commodities on behalf of         
third parties (including financial institutions). OTK received a fee for the    
handling, grading, storing and administration of these commodities. The         
group also traded and hedged significant quantities of agricultural             
commodities on behalf of third parties.                                         
A new Agri Services division was introduced to the business model during        
2001/2002 to help maximise the potential of the three existing pillars. Agri    
Services has introduced to the group precision farming techniques,              
laboratory services and the intellectual capital required for exporting         
niche agricultural products to hard-currency markets.                           
GROUP COMMENTARY                                                                
The positive impact of the changes to OTK through the sale of                   
underperforming assets, the restructuring of the balance sheet and business,    
as well as the refocusing of its core businesses and expansion of its           
current activities and infusion of new management is clearly reflected in       
the increase in comparable earnings.                                            
As a result revenue from continuing operations increased by 18,6%.              
Operating profit (after adjusting for non-trading items) increased by 20,3%.    
Headline earnings per share increased by 25,1% to 75 cents per share            
compared to previous years pro forma, taking into account the increased         
weighted number of shares in issue.                                             
After the repurchase of shares, acquisitions, capital expenditure,              
restructuring of the balance sheet and payment of dividends the Group           
achieved a net increase of R225 million in cash.                                
The decrease in the tax charge, compared to the previous year, is mainly due    
to a prior year non-deductible capital loss from the sale of certain            
businesses.                                                                     
OTK`s growth in new areas of agriculture has started to reduce its              
dependence on grain and oilseeds. The Group continues to explore new            
profitable business opportunities in sub-Saharan Africa.                        
OTK`s customers have experienced significantly improved service levels and a    
host of innovative new value-for-money services and product offerings aimed     
at value creation. The Group`s concept of partnering with customers will        
lead to mutually beneficial sustainable returns.                                
DIVISIONAL COMMENTARY                                                           
AGRI PRODUCTS                                                                   
Agri Products bridges the divide between the producers and processors of        
agricultural commodities. It provides logistical services through the           
Handling, Storage and Logistics businesses and trading and risk management      
services through the Trading business.                                          
In addition, OTK`s secondary agricultural processing businesses, Earlybird      
Farm (broilers), Animal Feeds and Clark Cotton are included in Agri             
Products.                                                                       
Handling and storageDespite handling nearly 30% less grain than the previous    
year due to poor growing conditions, profitability was maintained at            
approximately the same level as the previous year, due mainly to reduced        
expenditure and the introduction of new value-added services.                   
TradingIt was an exceptional year for Trading, which grew its physical          
commodity business four-fold and its risk management services five-fold. The    
introduction of world-class people and innovative new products was the main     
reason for the growth.                                                          
LogisticsLogistics traded profitably in its inaugural year, and significant     
growth is expected in the coming financial year as new products are             
introduced. Logistics does not own a fleet, but provides customers with         
"least cost" transport solutions through the application of leading edge        
technology.                                                                     
Animal FeedsVolumes grew by 22% during a difficult year, characterised by       
surging raw material costs and declining demand.                                
This growth was achieved through the introduction of new products and           
improvements in existing products which provided "least cost" solutions for     
customers. These innovations were crucial in reducing the impact of rising      
raw material prices.                                                            
Animal Feeds acquired the remaining 50% of the Nolko feed mill in Bethlehem     
with effect from 1 March 2001.                                                  
The business entered into a technology transfer agreement with a leading        
European feed milling company which will enable it to remain at the             
forefront of technology and product development.                                
Clark CottonClark Cotton`s strategy of transferring its primary ginning base    
out of South Africa has yielded the anticipated benefits. This strategy will    
now be accelerated. A cotton gin in Uganda was acquired during the year. The    
remaining 50% of Cotton Seed Processors was acquired with effect from 1         
March 2001, and this business has been successfully returned to                 
profitability through restructuring, efficiency gains and improved              
marketing.                                                                      
Earlybird FarmEarlybird Farm (broilers) is a joint venture with Astral          
Foods.                                                                          
Earlybird Farm achieved excellent profits over the past year, through higher    
realisations, improved production efficiencies and the introduction of new      
products.                                                                       
Earlybird Farm maintained its position as the second largest broiler            
producer in the country, with a market share of 17%.                            
AGRI requisites                                                                 
Agri Requisites provides a comprehensive service to customers by marketing      
of input supplies and mechanisation equipment through its 54 retail outlets.    
These outlets are supported by Key Account Managers and an extensive range      
of products and services.                                                       
Agri Requisites had an excellent year, with sales of all main product           
categories showing significant improvement over the previous year.              
A store upgrade programme was launched during the year to replace older         
trading stores with modern, spacious outlets, offering customers a 21st         
century retail experience and an extensive range of merchandise. Some stores    
are being converted into "super-stores" with a substantially enlarged range     
of merchandise, catering to a much broader customer base. The upgrade           
programme is progressing according to plan and converted stores are showing     
healthy increases in patronage and revenue.                                     
One of the most beneficial initiatives during the past year was the             
introduction of Key Account Managers to bring OTK services direct to the        
farm gate. The Key Account Manager programme is a key element in driving top-   
line growth.                                                                    
AGRI finance                                                                    
Agri Finance provides business and risk management solutions to farmers,        
traders and agricultural processors.                                            
The past year has been one of significant growth for Agri Finance, both in      
terms of earnings and growth of the debtors` book. There was also a             
substantial increase in fee income (or non-interest revenue), derived           
primarily from deal-making activities.                                          
A notable achievement during the year was the substantial increase in           
advances to agricultural processing customers, aided by a focus on providing    
a one-stop financial service. This new strategic approach has been well         
received by customers, because it offers a service not available from           
traditional financial services companies.                                       
Key to Agri Finance`s success is its relationships with its financiers,         
which has grown from strength to strength.                                      
Agri Finance has introduced new and unique financing products that will         
assist the farmer in the long term. One outstanding success in this regard      
is the crop insurance product provided by OTK, which has resulted in the        
insurance business more than doubling its hectares insured.                     
Agri Finance is well advanced in its programme to offer customers a             
comprehensive and independent financial service, with the emphasis on           
finding the best financial solutions for farmers. OTK intends forming a         
number of strategic joint ventures with specialist service providers to         
ensure all the farmer`s financial service needs are met.                        
AGRI services                                                                   
Agri Services forms a vital bond between OTK and farmers, bringing leading      
edge agricultural science and technology to customers with a view to            
enhancing their business success. Its vision is to develop a centre of          
agricultural excellence. The required intellectual capital will be sourced      
through joint ventures or by way of technical and licence agreements.           
During the year under review, Agri Services acquired 70% of Labworld (Pty)      
Ltd. This company has an 80% share of the market for Near Infra Red             
spectrophotometry which is used for real time analysis of the chemical          
composition of organic matter. This analysis is necessary for the control of    
export perishables and other agri products.                                     
Agri Services also acquired 100% of Techniland, a business involved in          
precision farming. Precision farming involves detailed soil analysis using      
satellite imagery and physical sampling to determine the types of crops         
farmers should be planting to maximise yields.                                  
PROSPECTS                                                                       
The Confidence Index of Agriculture in South Africa increased significantly     
during the financial year under review. This is primarily driven by record      
commodity prices which are predominantly dollar denominated and excellent       
agricultural conditions.                                                        
This increased confidence and the utilisation by OTK of the many                
opportunities presently available in the sector should ensure that the Group    
achieves acceptable growth in real earnings.                                    
The board is confident that the Group will continue to enhance EVA which        
should lead to increased shareholder wealth on a sustainable basis.             
ANNUAL REPORT                                                                   
The annual report will be posted to shareholders and be available on OTK`s      
website on 31 May 2002.                                                         
INTERIM DIVIDEND                                                                
An interim cash dividend of 9,85 cents per share was paid to shareholders on    
26 November 2001.                                                               
Directors                                                                       
Mr C A du Toit has resigned as director of OTK since the release of the         
interim results.                                                                
For and on behalf of the Board                                                  
P F Erasmus     G A L Ebedes          15 May 2002                               
Chairman        Managing director     Johannesburg                              
NOTICE OF FINAL DIVIDEND                                                        
Notice is hereby given that the directors of OTK have resolved to declare a     
final dividend of 13,1 cents per share for the year ended 28 February 2002.     
The last day to trade cum the dividend will be Friday, 31 May 2002. The         
shares of OTK will commence trading ex the dividend from the commencement of    
business on Monday, 3 June 2002. The record date will be Friday, 7 June         
2002. Payment will be made on Monday, 10 June 2002. There will be no            
dematerialisation or rematerialisation of OTK shares between Monday, 27 May     
and Friday, 7 June 2002, both dates inclusive.                                  
By order of the Board                                                           
J H Mooney                         15 May 2002                                  
Acting Group Company Secretary     Johannesburg                                 
Registered office and postal address                                            
33 Sloane Street, Knightsbridge, Block B, Bryanston                             
POBox 3559, Cramerview 2060                                                     
Acting Group Company Secretary   J H Mooney                                     
Bankers   ABSA Bank Limited    First National Bank Limited    Standard Bank     
of SA Limited    Nedcor Bank Limited                                            
Land and Agricultural Bank of SA Limited                                        
Auditors   PricewaterhouseCoopers Incorporated                                  
Transfer secretaries    Computershare Services Limited,                         
11 Diagonal Street, Johannesburg 2001                                           
P O Box 1053, Johannesburg 2000   Telephone (011) 370 5000                      
Directors:  P F Erasmus* (Chairman), G A L Ebedes (Managing),                   
J D Wright (Deputy Managing), (J HMooney: Alternate Director),                  
A CBall*, JJClaassen*, NODavies*, JJFerreira*, EGGarcia*,                       
I de W Goosen (Financial), MEKing*, S CMarais*, BMMoshal*,                      
JTJvan Rensburg*, FJvan der Merwe*#                                             
* Non-executive    #Independent                                                 
THIS ANNOUNCEMENT IS AVAILABLE                                                  
ON SENS AND OTK`S WEBSITE AT                                                    
www.otk.co.za                                                                   
Date: 15/05/2002 11:45:59 AM Produced by the SENS Department                    

OTK BEATS EARNINGS FORECAST, WITH MORE TO COME                                  
A year after announcing its new business vision, agri-services group OTK        
Limited has reported strong results for the year ended 28 February 2002,        
with headline earnings per share up 25% to 75c, well ahead of expectations.     
This was achieved after taking into account the increased weighted number of    
shares in issue.                                                                
After the repurchase of shares, acquisitions, capital expenditure,              
restructuring of the balance sheet and payment of dividends, the Group          
achieved a net increase in cash of R225 million.                                
OTK managing director Graham Ebedes and his deputy Jeff Wright say the          
results reflect the positive impact of the changes implemented during the       
year. These included the sale of underperforming assets, the restructuring      
of the balance sheet and business, the refocusing of the business around        
four pillars of operation, the expansion of OTK`s current activities and an     
infusion of new management.                                                     
Ebedes adds that the group has made substantial progress in actualising its     
strategic goal to become the leading agri-services business in sub-Saharan      
Africa. During the year under review, OTK expanded the range of products and    
services offered, as well as its geographical footprint, both in South          
Africa and the broader region.                                                  
The group`s expansion into new agricultural areas has started to reduce its     
dependence on grains and oilseeds  and new opportunities in sub-Saharan         
Africa are currently being explored.                                            
Operating profit from continuing operations was up 36% to R334.4 million        
(2001: R245.8 million) on a 6% increase in revenue to R4.47 billion (2001:      
R4.2 billion).                                                                  
Pre-tax profit increased 49% to R324.4 million from R217.6 million the          
previous year. The tax bill was  almost unchanged at R95.1 million, leaving     
an after-tax profit of R229.2 million, 84% higher than the previous year.       
Agri Products continues to form the backbone of the group, though Agri          
Requisites and Agri Finance made impressive gains in both revenue and           
profits. Agri Products provides handling, grading, storage, marketing,          
trading of agricultural products and logistic solutions for producers and       
processors of agri products. This division also houses OTK`s  downstream        
processing businesses, Earlybird Farm (broilers), Animal Feeds and Clark        
Cotton.                                                                         
Despite handling nearly 30% less grain, the Handling and Storage business       
unit maintained profitability at about the same level as the previous year.     
Trading had an exceptional year, growing its physical commodity business        
four-fold and risk management business five-fold. Animal Feeds grew volumes     
by 22% in a tough market by introducing new products, improving existing        
ones, and offering "least cost" solutions to customers. It also acquired the    
remaining 50% of the Nolko feed mill in the Free State from 1 March 2001.       
Clark Cotton is accelerating plans to transfer its primary ginning base out     
of South Africa to take maximum advantage of AGOA. To this end, a cotton gin    
was acquired in Uganda during the year. Growing cotton in Africa through        
local producers stimulates local rural economies. Inputs are paid for in        
local currencies and sale are in US dollars. The remaining 50% of Cotton        
Seed Processors was acquired from 1 March 2001 and returned to                  
profitability.                                                                  
Earlybird Farm, a joint venture, had an excellent year through higher           
realisations, improved production efficiencies and the introduction of new      
products.                                                                       
Agri Requisites, which supplies farm inputs, mechanised equipment and other     
items through 54 retail outlets, also had an excellent year, with sales         
improving across all product categories. The performance was lifted by the      
introduction of key account managers to bring OTK products and services to      
the farm gate. The store upgrade programme is well underway and will            
continue during the current year. Ebedes says that improved procurement will    
lead to further margin improvements.                                            
Agri Finance provides business and risk management services to farmers,         
traders and agricultural processors. It grew revenue by 85% to R115 million     
and operating profit by 28% to R37 million. Agri Finance experienced sharp      
growth in all activities, including the debtors book and fee income,            
primarily from deal-making activities. The introduction of a unique crop        
insurance product was well received by farmers, resulting in the hectarage      
insured more than doubling. This pillar offers farmers a comprehensive and      
independent financial service, and has formed several joint ventures with       
specialist service providers.                                                   
Agri Services brings leading edge agricultural science and technology to        
farmers with a view to enhancing their business success. This is the newest     
of the business pillars, and concluded a number of small acquisitions during    
the year, paving the way for an exciting year of expansion.                     
Looking ahead, Ebedes says the coming year promises to be as exciting as the    
last. Confidence in the agricultural sector is rising. "This increased          
confidence and the utilisation by OTK of the many opportunities currently       
available in the sector should ensure that the group achieves acceptable        
growth in real earnings."                                                       
Ends.                                                                           
ISSUED    OTK Holdings Limited                                                  
FOR  :                                                                          
CONTACT   Graham Ebedes  (011) 706 7897  Cell 083 225 1699                      
:         De Wet Goosen  (011) 706 7897   Cell 082 770 7859                     
Jeff Wright          (011) 706 7897   Cell 082 806 1284               
FAX NO:   (011) 463 4139                                                        
:                                                                               
E-MAIL    Gebedes@otk.co.za                                                     
:                                                                               
ISSUED    TISH STEWART PR ASSOCIATES                                            
BY   :                                                                          
CONTACT   Tish Stewart   (011) 325 4195   Cell:  082 443 6399                   
:                                                                               
FAX NO    (011) 325-4199                                                        
:                                                                               
E-MAIL    Tish@tspr.co.za                                                       
:                                                                               
DATE :    15 May 2002                                                           
Date: 15/05/2002 11:47:14 AM Produced by the SENS Department                    



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