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Thu 23 Feb 2006, 17:55 Delta - Audited group results for the year ended D
DEL
 DEL                                                                             
Delta - Audited group results for the year ended December 2005                  
Delta Electrical Industries Limited                                             
Registration number: 1919/006020/06                                             
Share code: DEL       ISIN: ZAE000002036                                        
AUDITED group results for the YEAR ended DECEMBER 2005                          
GROUP INCOME STATEMENT                                                          
                                           2005           2004                  
restated      Change  
                                 Note      R"000          R"000         %       
Continuing Operations                                                           
Revenue                                    524,069        397,221       32      
Group revenue                              1,305,345      1,370,840             
Less: Disposal Group                       781,276        973,619               
Earnings before interest,                  49,248         19,401        154     
taxation, depreciation and                                                      
amortisation                                                                    
Depreciation                               (39,319)       (36,660)              
Net foreign exchange                       10,806         (6,154)               
gains/(losses)                                                                  
Operating profit/(loss)                    20,735         (23,413)              
Net interest received/(paid)               14,562         (3,095)               
Profit/(loss) before taxation              35,297         (26,508)              
Taxation                                   (49,596)       14,048                
Normal taxation                        (12,823)       24,220                
    Secondary taxation on                  (36,773)       (10,172)              
companies                                                                       
Loss after taxation from                   (14,299)       (12,460)              
Continuing Operations                                                           
Profit after taxation for the              1,053,682      127,362               
period from Disposal Group                                                      
Operating profit                           144,939        174,536       (17)    
Profit on disposal of Repairs              998,422        -                     
and Services and Replacement                                                    
Parts Divisions                                                                 
Interest received                          7,667          9,284                 
Profit before taxation                     1,151,028      183,820       526     
Taxation                                   (97,346)       (56,458)              
Profit after taxation from                 1,053,682      127,362       727     
Disposal Group                                                                  
Total profit after taxation for            1,039,383      114,902       805     
the period                                                                      
Attributable to:                                                                
Equity holders of parent company           1,037,602      113,278               
Minority interests                         1,781          1,624                 
                                           1,039,383      114,902               
Headline earnings attributable   1         97,632         115,063       (15)    
to ordinary shareholders                                                        
Number of shares in issue (`000)           49,166         49,166                
Weighted number of shares in               48,974         48,753                
issue (`000)                                                                    
Dilutive number of shares in               49,274         48,830                
issue (`000)                                                                    
Attributable (loss)/earnings per                                                
share (cents)                                                                   
 - basic                                   2,118.7        232.4         812     
From continuing operations                 (29.2)         (25.5)                
From disposal group                        2,147.9        257.9                 
 - diluted                                 2,105.8        232.0         808     
From continuing operations                (29.0)          (25.5)                
From disposal group                        2,134.8        257.5                 
Dividend per share (cents) -              39.0            88.5                  
Normal                                                                          
Dividend per share (cents) -              600.0          -                      
Special                                                                         
SEGMENTAL ANALYSIS                                                              
                                           2005           2004                  
                                                          restated     Change   
R"000          R"000        %        
Revenue                                                                         
Electrolytic Manganese Dioxide             524,069        397,221      32       
Repairs and Services                       629,916        762,419      (17)     
Replacement Parts                          151,360        211,200      (28)     
                                           1,305,345      1,370,840    (5)      
Operating profit                                                                
Electrolytic Manganese Dioxide             36,073         (3,432)      -        
Repairs and Services                       135,182        162,720      (17)     
Replacement Parts                          8,393          11,816       (29)     
Corporate and other                        (13,974)       (19,981)     30       
Disposal of Repairs and Services and                                            
Replacement                                                                     
Parts Divisions                            998,422       -                      
                                           1,164,096      151,123      670      
Segmental assets                                                                
Electrolytic Manganese Dioxide             812,708        785,837               
Repairs and Services                       -              324,345               
Replacement Parts                          -              105,937               
Corporate and other                        4,797          2,172                 
817,505        1,218,291             
Deferred taxation asset                    2,779          8,230                 
Cash and cash equivalents                  1,057,866      232,555               
Tax overpaid                              5,764           14,144                
Total assets                               1,883,914      1,473,220             
Segmental liabilities                                                           
Electrolytic Manganese Dioxide             90,223         96,562                
Repairs and Services                       -              125,218               
Replacement Parts                          -              34,418                
Corporate and other                        10,573         23,098                
                                           100,796        279,296               
Bank overdrafts and short-term borrowings  29,790         209,975               
Tax provision                              108,821        33,726                
Deferred taxation liabilities              26,973         23,518                
Total liabilities                          266,380        546,515               
GROUP BALANCE SHEET                                                             
2005             2004               
                                                             restated           
                                            R"000            R"000              
ASSETS                                                                          
Property, plant and equipment               457,800          555,913            
Goodwill and intangible assets              -                6,897              
Deferred taxation asset                     2,779            8,230              
Bank balances and cash                      1,057,866        232,555            
Current assets                              365,469          669,625            
Total assets                                1,883,914        1,473,220          
EQUITY AND LIABILITIES                                                          
Share capital and reserves                  1,617,534        924,498            
Minority interest                           -                2,207              
Total shareholders" funds                   1,617,534        926,705            
Deferred taxation liabilities               26,973           23,518             
Provision for long-term compensation        -                18,611             
benefits                                                                        
Non-current liabilities                     34,147           40,325             
Current liabilities                         205,260          464,061            
Total equity and liabilities                1,883,914        1,473,220          
Net asset value per share (cents)           3,290            1,880              
Net gearing (%)                             -                -                  
STATEMENT OF CHANGES IN EQUITY                                                  
                                Share       Foreign                             
Capital     currency                Accumu-     
                                and         translation   Treasury  lated       
                                premium     reserve       shares    profit      
                                R"000       R"000         R"000     R"000       
Balance at 27 December 2003 -   117,445     70,118        (10,136)  734,740     
as previously stated                                                            
Change in accounting policy     -           -             -         (19,470)    
and restatements in respect of                                                  
IAS 17                                                                          
IFRS transitional adjustments   -           -             -         29,604      
Balance at 27 December 2003 -   117,445     70,118        (10,136)  744,874     
restated                                                                        
Net profit for the year -       -           -             -         113,278     
restated                                                                        
Dividend paid                   -           -             -         (77,715)    
Decrease in Foreign Currency    -           (35,948)      -         -           
Translation Reserve                                                             
Proceeds on disposal of         -           -             2,582     -           
treasury shares                                                                 
Balance at 27 December 2004 -   117,445     34,170        (7,554)   780,437     
restated                                                                        
Net profit for the year         -           -             -         1,037,602   
Dividend paid                   -           -             -         (346,829)   
Decrease in Foreign Currency    -           (433)         -         -           
Translation Reserve                                                             
Proceeds on disposal of         -           -             2,696     -           
treasury shares                                                                 
Disposal of subsidiaries        -           -             -        -            
Balance at 27 December 2005     117,445     33,737        (4,858)   1,471,210   
                                                       Minority      Total      
                                        Total          interest      equity     
                                        R"000          R"000         R"000      
Balance at 27 December 2003 - as        912,167        773           912,940    
previously stated                                                               
Change in accounting policy and         (19,470)       -             (19,470)   
restatements in respect of IAS 17                                               
IFRS transitional adjustments           29,604         -             29,604     
Balance at 27 December 2003 - restated  922,301        773           923,074    
Net profit for the year - restated      113,278        1,624         114,902    
Dividend paid                           (77,715)       (190)         (77,905)   
Decrease in Foreign Currency            (35,948)       -             (35,948)   
Translation Reserve                                                             
Proceeds on disposal of treasury        2,582          -             2,582      
shares                                                                          
Balance at 27 December 2004 - restated  924,498        2,207         926,705    
Net profit for the year                 1,037,602      1,781         1,039,383  
Dividend paid                           (346,829)      (4,393)       (351,222)  
Decrease in Foreign Currency            (433)          -             (433)      
Translation Reserve                                                             
Proceeds on disposal of treasury        2,696          -             2,696      
shares                                                                          
Disposal of subsidiaries               -               405           405        
Balance at 27 December 2005             1,617,534      -             1,617,534  
Group cash flow statement                                                       
                                            2005                      2004      
                                                                      restated  
R"000                     R"000     
Cash generated by trading                   216,562                   218,090   
Increase in working capital                 (102,449)                 (18,274)  
Cash generated by operations                114,113                   199,816   
Interest received                           22,229                    6,189     
Payments against long-term compensation    -                          (18,344)  
benefits                                                                        
Tax paid                                    (51,237)                  (74,151)  
Cash available from operating activities    85,105                    113,510   
Dividend paid                               (58,089)                  (77,905)  
Cash inflow from operating activities       27,016                    35,605    
    From continuing operations              (24,662)                  (36,378)  
From disposal group                     51,678                    71,983    
Expansion capital expenditure               (3,333)                   (41,594)  
Replacement capital expenditure             (35,521)                  (34,612)  
Net proceeds on disposal of businesses      1,305,887                 -         
Initial special dividend paid               (293,133)                 -         
Investments in business                     (56)                      (1,644)   
Proceeds on disposal of property plant      1,639                     1,268     
and equipment                                                                   
Net cash inflow/(outflow) before            1,002,499                 (40,977)  
financing activities                                                            
    From continuing operations              (47,019)                  (77,562)  
    From disposal group                     1,049,518                 36,585    
Proceeds on disposal of treasury shares     2,696                     2,582     
Net increase/(decrease) in cash and cash    1,005,195                 (38,395)  
equivalents                                                                     
    From continuing operations              (44,323)                  (74,980)  
From disposal group                     1,049,518                 36,585    
Cash and cash equivalents at beginning of   22,580                    57,242    
period                                                                          
Translation of cash in foreign subsidiary   301                       3,733     
Cash and cash equivalents at end of         1,028,076                 22,580    
period                                                                          
NOTES                                                                           
1. Reconciliation between attributable profit and headline earnings             
2005         2004                        
                                                    Restated    Change          
                                       R"000        R"000       %               
Attributable profit after taxation     1,037,602    113,278     816.0           
Goodwill amortised                     -            2,262                       
Profit on disposal of Repairs and      (948,112)    -                           
Services and Replacement Parts                                                  
Divisions net of taxation                                                       
Loss/(profit) on disposal of           ,142         (477)                       
property, plant and equipment net of                                            
tax effect                                                                      
Headline earnings attributable to      97,632       115,063     (15.1)          
ordinary shareholders                                                           
Attributable headline                                                           
(loss)/earnings per share                                                       
 - basic                               199.4        236.0       (15.5)          
From continuing operations            (29.6)       (25.6)      -               
 From disposal group                   229.0        261.6       (12.5)          
 - diluted                             198.1        235.6       (15.9)          
 From continuing operations            (29.5)       (25.5)      -               
From disposal group                   227.6        261.1      (12.8)           
Headline earnings of R97,632k attributable to ordinary shareholders includes the
STC charge of R35.7 million (72,8 cents per share) relating to the initial      
special dividend paid on 5 December 2005 from the sale proceeds. This charge has
negatively affected the headline loss per share from continuing operations. The 
headline loss per share was however positively affected by interest earned after
tax of R14.7 million (30 cents per share) on the sale proceeds.                 
2. Basis of presentation                                                        
The abridged financial statements have been prepared using the accounting       
policies in terms of International Financial Reporting Standards ("IFRS") and   
presented in accordance with IAS 34. These standards are subject to ongoing     
review and may change. The annual financial statements for the year ended 27    
December 2004 were prepared in accordance with South African Statements of      
Generally Accepted Accounting Practice ("SA GAAP"). SA GAAP differs in some     
areas from IFRS. In preparing these abridged financial statements, certain      
accounting policy changes and reclassifications were applied to comply with     
IFRS. The comparative figures in respect of 2004 were restated to reflect these 
adjustments. Reconciliations and descriptions of the effect of the transition   
from SA GAAP to IFRS on the group"s assets, equity and its net profit are       
provided below.                                                                 
3. Transitional arrangements                                                    
The group"s financial statements for the year ending 27 December 2005 are the   
first set of annual financial statements that comply with IFRS. The group has   
applied IFRS 1 - first time adoption of IFRS, in preparing these financial      
statements. The group"s opening IFRS balance sheet as at 27 December 2004 has   
been restated to reflect all existing IFRS statements applicable at 27 December 
2005.                                                                           
4. Change in accounting policy                                                  
The company has changed its accounting policy with regard to the capitalisation 
of borrowing costs. Borrowing costs directly related to the plant expansion were
previously capitalised to the cost of property, plant and equipment. Borrowing  
costs are now written off when they are incurred. Comparative figures have been 
restated, although this had no impact on the 2004 and 2005 income statements.   
The effect of the change in accounting policy is as follows:                    
                                          Minority                              
                 Gross    Tax    Net      Interest  Attributable                
Adjustment 2004           6,954            -        (16,228)                    
to opening       (23,182)        (16,228)                                       
retained                                                                        
profit                                                                          
5. Restatement in respect of IAS 17                                             
Following circular 7/2005 issued by SAICA on 2 August 2005, there has been      
clarification of the reinterpretation of IAS 17-Leases. As a result leases are  
now recognised as an expense on a straight line basis over the lease term.      
Previously lease expenses were recognised on a basis which reflected the cash   
flows during that period. Comparative figures have been restated.               
The effect of the change is as follows:                                         
                                          Minority                              
Gross    Tax    Net     Interest  Attributable                
Increase in        2,099   (630)   1,469   Nil       1,469                      
profit       2005                                                               
Increase in        2,533   (760)   1,773   5         1,778                      
profit       2004                                                               
Net effect        (2,099)   630            5         (1,464)                    
on opening   2004                 (1,469)                                       
retained                                                                        
profit                                                                          
The increase in profit in 2005 is the result of the reversal of prior year IAS  
17 adjustments which reversed with the disposal of the Repairs and Services and 
Replacement Parts divisions on 30 September 2005.                               
2005        2004      
                                                          R"000       R"000     
6. Commitments                                                                  
Capital commitments - Authorised but not contracted       6,362      4,400      
Capital commitments - contracted                          18,845      40,466    
                                                          25,207      44,866    
Operating lease commitment                                3,825       38,721    
Other                                                     4,096       5,739     
7. Notes on the effect of transition to IFRS                                    
Reconciliation of balance sheet at 27 December 2004                             
                             Restatement                                        
                             and                                                
change                                             
                Previously   in             Previous     Effect of              
                             accounting                  Transition             
Note            stated       policy         GAAP         to IFRS       IFRS     
1,2 Property,    528,731      (23,182)       505,549      50,364        555,913 
plant and                                                                       
equipment                                                                       
Goodwill         6,009       -               6,009       -              6,009   
Intangible       888         -               888         -              888     
assets                                                                          
Deferred        8,230        -              8,230        -             8,230    
taxation asset                                                                  
Total non-       543,858      (23,182)       520,676      50,364        571,040 
current assets                                                                  
Total cash and  232,555      -              232,555      -             232,555  
cash                                                                            
equivalents                                                                     
Trade and        241,379     -               241,379     -              241,379 
other                                                                           
receivables                                                                     
Inventories      414,102     -               414,102     -              414,102 
Tax overpaid     14,144      -               14,144      -              14,144  
Total current    669,625      -             669,625       -            669,625  
assets                                                                          
Total assets    1,446,038     (23,182)      1,422,856     50,364       1,473,220
3 Trade and      218,261      2,099          220,360     -              220,360 
other payables                                                                  
Provision for                                                                   
long-term                                                                       
compensation                                                                    
benefits         18,611      -               18,611      -              18,611  
Provisions       40,325      -              40,325       -              40,325  
Current          33,726      -               33,726      -              33,726  
taxation                                                                        
liability                                                                       
4,5 Deferred     15,993       (7,584)        8,409        15,109        23,518  
taxation                                                                        
liability                                                                       
Bank overdraft   209,975     -               209,975     -              209,975 
Total            536,891      (5,485)        531,406      15,109        546,515 
liabilities                                                                     
Total assets     909,147      (17,697)       891,450      35,255        926,705 
less total                                                                      
liabilities                                                                     
Issued capital   117,445     -               117,445     -              117,445 
Treasury         (7,554)     -               (7,554)     -              (7,554) 
shares                                                                          
Foreign          34,170      -               34,170      -              34,170  
currency                                                                        
translation                                                                     
reserve                                                                         
6,7 Retained     762,874      (17,692)       745,182      35,255        780,437 
earnings                                                                        
8 Minority       2,212        (5)            2,207       -              2,207   
interest                                                                        
Total equity     909,147      (17,697)       891,450      35,255        926,705 
Notes to the reconciliation of balance sheet at 27 December 2004                
1. The company has changed its accounting policy with regard to the             
capitalisation of borrowing costs. Borrowing costs directly related to the plant
expansion were previously capitalised to the cost of property, plant and        
equipment. Borrowing costs are now written off when they are incurred. The      
cumulative adjustment decreased the carrying amount of property, plant and      
equipment by R23,182k, prior to 2003.                                           
2. Significant components of property, plant and equipment were not separately  
depreciated where the useful life of that component was significantly different 
from the useful life of the asset as a whole under previous GAAP. Under IFRS    
components of property, plant and equipment with a useful life that differs     
significantly from the asset as a whole are depreciated separately over their   
useful lives. The cumulative adjustment increased the carrying amount of        
property, plant and equipment by R50,364k.                                      
3. Following circular 7/2005 issued by SAICA on 2 August 2005, there has been   
clarification of the reinterpretation of IAS 17-Leases. As a result leases are  
now recognised as an expense on a straight line basis over the lease term.      
Previously lease expenses were recognised on a basis which reflected the cash   
flows during that period. The cumulative adjustment required to increase the    
liability arising from this adjustment is R2,099k.                              
4. The above changes had the following impact on deferred tax:                  
                                                                 R"000          
Reversal of interest capitalised (note 1)                        (6,954)        
Operating lease expenses (note 3)                                (630)          
(7,584)        
5. The IFRS restatement above (note 2) increased the deferred tax liability by  
R15,109k.                                                                       
6. The adjustment to retained profit is as follows:                             
R"000            
Reversal of interest capitalised (note 1)                      (16,228)         
Operating lease expenses (note 3)                              (1,464)          
                                                               (17,692)         
7. The IFRS restatement above (note 2) increased the retained profit by         
R35,255k.                                                                       
8. The minority interest decreased due to an increase in the operating lease    
expenses relating to minorities. The cumulative adjustment decreased minority   
interests by R5k.                                                               
7.2 RECONCILIATION OF profit and loss FOR THE YEAR ENDED 27 DECEMBER 2004       
                                          Adjustments               Effect of   
                            Previously    in respect     Previous   transition  
Note            stated      of IAS 17     GAAP           to IFRS    IFRS        
Revenue         1,370,840    -             1,370,840      -          1,370,840  
1 Earnings                                                                      
before                                                                          
interest                                                                        
taxation                                                                        
depreciation     219,878     2,533         222,411        -          222,411    
and                                                                             
amortisation                                                                    
2 Depreciation    (60,178)   -             (60,178)       8,072      (52,106)   
Amortisation     (2,852)     -             (2,852)        -          (2,852)    
Net foreign      (16,330)    -             (16,330)       -          (16,330)   
exchange                                                                        
losses                                                                          
Operating        140,518     2,533         143,051        8,072      151,123    
profit                                                                          
Net interest     6,189       -             6,189          -          6,189      
received                                                                        
Profit before    146,707     2,533         149,240        8,072      157,312    
tax                                                                             
3,4 Tax          39,229      760           39,989         2,421      42,410     
expense                                                                         
Profit after     107,478     1,773         109,251        5,651      114,902    
tax                                                                             
Attributable                                                                    
to:                                                                             
Equity holders   105,849     1,778         107,627        5,651      113,278    
of parent                                                                       
company                                                                         
5 Minority       1,629       (5)           1,624         -           1,624      
interests                                                                       
                 107,478     1,773         109,251        5,651      114,902    
Notes to the reconciliation of profit and loss for the year ended 27 December   
2004                                                                            
1. Following circular 7/2005 issued by SAICA on 2 August 2005, there has been   
clarification of the reinterpretation of IAS 17-Leases. As a result leases are  
now recognised as an expense on a straight line basis over the lease term.      
Previously lease expenses were recognised on a basis which reflected the cash   
flows during that period. The restatement increased earnings before interest,   
taxation, depreciation and amortisation by R2,533k. The restatement was         
positively impacted by the termination of a lease during the period.            
2. Significant components of property, plant and equipment were not separately  
depreciated where the useful life of that component was significantly different 
from the useful life of the asset as a whole under previous GAAP. Under IFRS    
components of property, plant and equipment with a useful life that differs     
significantly from the asset as a whole are depreciated separately over their   
useful lives. The adjustment decreased the depreciation charge for the year by  
R8,072k.                                                                        
3. The restatement of operating lease expenses (note 1) increased the deferred  
tax expense by R760k.                                                           
4. The restatement of depreciation (note 2) increased the deferred tax expense  
by R2,421k.                                                                     
5. Minority interests in profit decreased by R5k due to operating lease expenses
being written off on a straight-line basis over the period of the lease.        
8. AUDIT OPINION                                                                
The auditors, Deloitte & Touche, have issued their opinion on the group"s       
financial statements for the twelve month period ended 27 December 2005. The    
audit was conducted in accordance with International Standards on Auditing.     
They have issued an unqualified audit opinion. A copy of their audit report is  
available for inspection at the company"s registered office. These summarised   
financial statements have been derived from the group annual financial          
statements and are consistent in all material respects, with the group annual   
financial statements.                                                           
COMMENT ON RESULTS                                                              
Disposal of Repairs and Services and Replacement Parts Divisions                
The group disposed of its Repairs and Services Division (comprising the         
Electrical Repair Engineering, Transwire, Wire Electric, Loco Coil Technologies 
and Bukubuhle Wire business units) and Replacement Parts Division (comprising   
the Equipment Spare Parts Africa and AMT Services business units) effective     
30 September 2005.                                                              
The two divisions were sold to a private equity consortium consisting of Ethos  
Private Equity, Actis, Old Mutual and black economic empowerment partners, Aka  
Capital and Sphere Holdings. Full details of the transaction are contained in   
the circular sent to shareholders dated 25 July 2005. Delta Shareholders in a   
general meeting approved the sale of the divisions on 24 August 2005.           
The final sale proceeds for the divisions was R1,342 million which have been    
received in full.                                                               
Financial Review                                                                
Headline earnings per share decreased by 15,5% to 199,4 cents (2004: 236 cents  
restated), which excludes the profit on the sale of the divisions included in   
attributable earnings per share. Headline earnings includes the Secondary       
Taxation on Companies ("STC") charge of R35,7 million relating to the initial   
special dividend paid on 5 December 2005 from the sale proceeds. This accounting
treatment is in line with circular 7/2002: Headline earnings issued by SAICA.   
Excluding the STC charge, headline earnings per share would have been 272,2     
cents, a 16% improvement on 2004.                                               
Revenue for the year decreased by 5% to R1,305 million (2004: R1,371 million).  
The decrease was due to the Repairs and Services and Replacement Parts divisions
only being included for the nine months to 30 September 2005, the effective date
of sale, compared with twelve months in 2004. Revenue from continuing operations
increased by 32% to R524 million (2004: R397 million). The increase has been    
achieved as a result of Delta EMD broadening its geographic and customer base in
addition to improved demand for EMD.                                            
Operating profit, excluding the profit on the sale of the divisions increased to
R166 million for the year ended 2005 (2004: R151 million). The operating profit 
for the year benefited from the release of a R13,6 million provision at Delta   
EMD relating to prior periods following resolution of a dispute concerning fees 
payable for waste disposal. A foreign exchange gain of R13,1 million also       
contributed towards the operating profit.                                       
A net cash inflow of R1,005 million was recorded in 2005. This favourable cash  
position was brought about by the sale proceeds of R1,342 million and after the 
payment of an initial special dividend of R293 million.                         
The group adopted the International Financial Reporting Standards ("IFRS") with 
effect from 27 December 2004. Prior year"s comparative figures have been        
restated to reflect IFRS. The effect of the restatement was to increase         
operating profit for the year by R8,1 million. Shareholders are referred to the 
accounting notes which detail the changes made.                                 
Operations                                                                      
Electrolytic Manganese Dioxide (EMD)                                            
Revenue for the year increased by 32% to R524 million (2004: R397 million). This
was despite a stronger average Rand and Australian Dollar exchange rate to the  
US Dollar. Significant sales growth took place in the year with sales tonnage   
increasing in all major markets. The increase has been achieved as a result of  
Delta EMD broadening its geographic and customer base in addition to improved   
demand for EMD. Sales volumes for the year exceeded the production capacity of  
the two plants, which operated at full capacity during the year. This resulted  
in a reduction of stock levels.                                                 
An operating profit of R36,1 million was recorded for the year (2004: Operating 
loss R3,4 million). A foreign exchange gain of R10,8 million contributed towards
the operating profit. Operating profit benefited from the improved sales        
volumes. The full benefit of the revenue improvement was adversely affected by a
substantial increase in the price of manganese ore and high price increases of  
other raw materials during the year.                                            
The board approved an expansion at its Nelspruit plant in the year 2000, which  
was intended to increase capacity by 11,000 tonnes. Due to a change in market   
conditions the expansion was only partially completed with 8,000 tonnes being   
commissioned in December 2003. Expenditure of R31,7 million has been incurred to
date on the remaining capacity. Further work on the project has been postponed  
until such time as there is an improvement in current selling prices and        
exchange rates.                                                                 
Initial selling price discussions with customers for 2006 have confirmed a      
tightening of supply of good quality alkaline battery grade EMD, after the      
withdrawal of capacity from the market. This has come through with an acceptance
by the market of the need for a higher pricing structure.                       
Repairs and Services division and Replacement Parts division                    
As reported the sale of the Repairs and Services division and the Replacement   
Parts Divisions was successfully concluded, effective 30 September 2005.        
For the nine months to 30 September 2005 the Repairs and Services division      
achieved good results. An operating profit of R135,2 million was recorded from  
revenue of R629,9 million for the nine month period. The Replacement Parts      
division for the same period had acceptable results considering difficult       
trading conditions and the impact that a strong rand has on its business. An    
operating profit of R8,4 million was recorded from revenue of R151,4 million for
the nine month period.                                                          
On 30 September 2005 an initial payment of R1,296 million was received in cash  
for the sale of the Divisions. This payment was based on the aggregate book     
value of the net assets of the two divisions on 27 December 2004, which was R266
million.                                                                        
A final payment was received on 31 October 2005 adjusting for the movement in   
the net asset value of the divisions between 27 December 2004 and 30 September  
2005. After the adjustment the final sale proceeds were R1,342 million.         
An initial special dividend of R6 per share was paid to shareholders on 5       
December 2005 out of the sale proceeds.                                         
Prospects                                                                       
The future results of the remaining business, Delta EMD, will depend very much  
on exchange rates as well as the extent of selling price increases achieved,    
offset by the impact of higher production costs. Delta EMD continues to explore 
opportunities to maintain its position as the leading global producer of EMD.   
Headline earnings per share for the twelve months ended December 2006 will be   
negatively affected by a STC charge of 175 cents per share on the final special 
dividend and will be positively affected by interest earned on the sale proceeds
up to the payment date of the final special dividend.                           
A final special dividend of R14 per share is to be paid to shareholders in March
2006, completing the distribution of the sale proceeds. The amount of this      
dividend has been determined after making adequate provision for the future     
funding requirements of the remaining business, Delta EMD.                      
DIVIDEND                                                                        
Dividend number 69                                                              
Notice is hereby given that a final special dividend of R14 per share has been  
declared by the directors from the sale proceeds realised on the sale of the    
Repairs and Services and Replacement Parts divisions. The following are the     
salient dates for the payment of the final special dividend:                    
Friday, 10 March 2006           Last day to trade to qualify for the dividend   
Monday, 13 March 2006           Shares commence trading ex-dividend on the      
                                JSE Limited                                     
Friday, 17 March 2006           Record date                                     
Monday 20, March 2006           Payment date                                    
The dividend is declared in the currency of the Republic of South Africa. Share 
certificates may not be dematerialised or rematerialised between Monday, 13     
March 2006 and Friday, 17 March 2006, both days inclusive.                      
T G Atkinson (Chairman)                                                         
B R Wright (Managing Director)                     23 February 2006             
Registered Office                                                               
11th Floor, Office Tower                                                        
Sandton City                                                                    
Rivonia Road                                                                    
Sandown 2146                                                                    
Transfer Secretaries                                                            
Computershare Investor                                                          
Services 2004 (Proprietary) Limited                                             
70 Marshall Street, Johannesburg 2001                                           
Marshalltown 2107                                                               
Directors:                                                                      
TG Atkinson* (Chairman), BR Wright (Managing),                                  
LB Bird, PL Campbell, CJ Jacobs.                                                
*USA                                                                            
Sponsor                                                                         
Nedbank Capital                                                                 
Auditors                                                                        
Deloitte                                                                        
Date: 23/02/2006 05:55:16 PM Produced by the JSE SENS Department                
                                                                                
                                                                                
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