omnia holdings annual report 2010 omnia holdings annu

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70 OMNIA ANNUAL REPORT 2010 FINANCIAL STATEMENTS continued DIRECTORS’ REPORT continued Arising from the excellent cash generation, net interest-bearing debt has reduced to R404 million (2009: R952 million) resulting in a debt:equity ratio of 20% compared to the 45% that prevailed at the end of the prior year. Non-current interest-bearing borrowings have increased by a net R134 million to R804 million (2009: R670 million) with the injection of term loans following the Nanotron and Sakhile 2 transactions relating to management and staff participation plans that were approved by shareholders on 11 December 2009. DIVIDEND Given the need to raise capital for the development and construction of the nitric acid complex the Board has decided not to propose a dividend for the year. STATED CAPITAL Stated Capital increased by R117 million to R318 million following the issue of shares to management in terms of the Third Partnership with Management Scheme, the five year target to financial year end 2009 having been achieved, as well as the capitalisation award in lieu of a cash dividend that took place during the year. The authorised share capital has remained unchanged at 75 million ordinary shares of no par value, and 10 million 15% cumulative redeemable preference shares of 1 cent each since the prior year. The total number of issued shares on 31 March 2010, net of treasury shares, stood at 46 490 987 shares (2009: 44 370 004 shares), an increase of 2 120 983 shares. PROPERTY, PLANT AND EQUIPMENT The Group’s world-class state-of-the-art fertilizer and explosives process plants have again performed well. Capital expenditure on tangible assets amounted to R366 million (2009: R238 million) comprising maintenance expenditure and ordinary replacement capital, as well as expansion capital expenditure mainly in respect of plant, equipment and vehicles. Capital expenditure on intangible assets amounted to R19 million (2009: R20 million). The Board has approved an amount of R1,4 billion for the construction of a second nitric acid complex at the facilities in Sasolburg. The nitric acid complex is to be developed adjacent to Omnia’s existing plant, which for some time has operated at capacity and will produce some 1 000 tons per day, which equates to about 140% of the existing plant’s capacity. It is estimated that it will generate internal cost savings of approximately R280 million per annum (operating at 60% capacity level). DIRECTORS AND SECRETARY Details regarding the directors and secretary in office at the date of this report appear on pages 14 and 15 of the annual report. In terms of the company’s articles of association, Mr TR Scott and Dr WT Marais will retire at the forthcoming annual general meeting. Being eligible, they offer themselves for re-election. Mr DL Eggers has announced his retirement from the Board with effect from 31 August 2010. Mr JG Pretorius retired on 23 October 2009, and Mr RR Masebelanga resigned on 19 February 2010. MANAGEMENT BY THIRD PARTIES None of the businesses of the company or its subsidiaries had, during the financial year, been managed by a third party or a company in which a director had an interest. DIRECTORS’ INTEREST IN CONTRACTS No material contracts in which the directors have an interest were entered into during the current year. DIRECTORS’ REMUNERATION Details of directors’ remuneration are set out in note 30 to the financial statements. SHAREHOLDER SPREAD A summary of shareholder spread as at 31 March 2010 has been included on page 127. MAJOR SHAREHOLDERS According to information received by the directors, the following are the only shareholders holding, directly or indirectly, in excess of 5% of the share capital as at 31 March 2010. Number of shares % Oasis Asset Management 6 855 300 14,5 Coronation Fund managers 6 188 081 13,1 Regarding Capital 5 498 438 11,6 Dr WT Marais & Associates 5 457 776 11,6 OMIGSA 4 448 760 9,4 Total 28 448 355 60,2 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES Details of the company’s principal subsidiaries, joint ventures and associates are set out on page 121. The attributable interest of the holding company in the income earned and losses incurred after taxation by its subsidiaries, is set out in note 10 on page 96. GOING CONCERN The directors endorse and are of the opinion that the Group has sufficient resources to maintain the business for the future. Consequently, the going concern basis for preparing the financial statements is adopted. The Board statement in this regard appears in the statement of responsibility of directors for the annual financial statements. The Board minutes the facts and assumptions used in the assessment of the going concern status of the Group at financial year end. At the interim reporting stage, the directors consider their assessment at the previous year end of the Group’s ability to continue as a going concern and determine whether any of the significant factors in the assessment have changed to such an extent that the appropriateness of the going-concern assumption at the interim reporting stage has been affected. AUDITORS PricewaterhouseCoopers Inc. will continue office in accordance with Section 270 (2) of the Companies Act, 1973.
DIRECTORS’ SHAREHOLDING as at 31 March 2010 Director Total Direct beneficial OMNIA ANNUAL REPORT 2010 71 Indirect beneficial Indirect non- beneficial FD Butler 6 500 6 500 – – NJ Crosse 827 300 149 800 677 500 – DL Eggers 190 332 145 332 45 000 – NKH Fitz-Gibbon 51 700 – 51 700 – RB Humphris 814 846 594 410 210 000 10 436 Dr WT Marais 5 457 776 564 5 039 693 417 519 JG Pretorius* 5 000 – – 5 000 *Retired 23 October 2009 as at 30 June 2010 Director Total 7 353 454 896 606 6 023 893 432 955 Direct beneficial Indirect beneficial Indirect non- beneficial FD Butler 6 500 6 500 – – NJ Crosse 827 300 149 800 677 500 – DL Eggers 190 332 145 332 45 000 – NKH Fitz-Gibbon 51 700 – 51 700 – RB Humphris 814 846 594 410 210 000 10 436 Dr WT Marais 5 457 776 564 5 039 693 417 519 as at 31 March 2009 Director Total 7 348 454 896 606 6 023 893 427 955 Direct beneficial Indirect beneficial Indirect non- beneficial FD Butler 6 500 6 500 – – NJ Crosse 827 300 149 800 677 500 – DL Eggers 164 832 152 832 12 000 – DL Eggers – Single stock futures 3 500 3 500 – – NKH Fitz-Gibbon 25 300 – 25 300 – RB Humphris 730 846 510 410 210 000 10 436 Dr WT Marais 5 975 198 550 4 929 693 1 044 955 JG Pretorius 5 000 – – 5 000 7 738 476 823 592 5 857 393 1 057 391
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OMNIA HOLDINGS ANNUAL REPORT 2010
Page 3 and 4:
OMNIA’S MILESTONES 1976 1974 1972
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FINANCIAL HIGHLIGHTS Audited 31 Mar
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OUR VISION CREATING CUSTOMER WEALTH
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OMNIA ANNUAL REPORT 2010 5 The diff
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Participants were required to inves
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Statistical information 31 March 20
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The world today faces the compoundi
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OMNIA ANNUAL REPORT 2010 13 Omnia
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Rod Humphris (53) Executive directo
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OMNIA ANNUAL REPORT 2010 17 Notwith
Page 23 and 24: (2009: 1 107,4 cents), and headline
Page 25 and 26: the best agronomic advice in all as
Page 27 and 28: OMNIA ANNUAL REPORT 2010 23 The sou
Page 29 and 30: Within the Chemicals Division produ
Page 31 and 32: Overview of Chemicals Protea Chemic
Page 33 and 34: MINING DIVISION - REVIEW OPERATIONA
Page 35 and 36: of ore. The risks normally associat
Page 37 and 38: Financial performance As expected,
Page 39 and 40: About this report This sustainabili
Page 41 and 42: highly productive lands are also mo
Page 43 and 44: - Vaal Triangle Priority Area Air M
Page 45 and 46: Challenges and opportunities Our re
Page 47 and 48: Corporate governance This corporate
Page 49 and 50: Board committees While the Board re
Page 51 and 52: The Group has made great strides in
Page 53 and 54: concern assumption at the interim r
Page 55 and 56: implemented to introduce a technolo
Page 57 and 58: There has been a marked improvement
Page 59 and 60: Social performance Recognising our
Page 61 and 62: for new students of a Certificate i
Page 63 and 64: To entrench these commitments throu
Page 65 and 66: At Omnia Fertilizer, all incidents
Page 67 and 68: Water Use Licence Application (IWUL
Page 69 and 70: FINANCIAL STATEMENTS A responsible
Page 71 and 72: REPORT OF THE AUDIT COMMITTEE for t
Page 73: DIRECTORS’ REPORT The directors a
Page 77 and 78: GROUP INCOME STATEMENT for the year
Page 79 and 80: GROUP STATEMENT OF CHANGES IN EQUIT
Page 81 and 82: NOTES TO THE GROUP FINANCIAL STATEM
Page 83 and 84: IAS 39, only certain, rather than a
Page 85 and 86: 1.5 Cost of sales When inventories
Page 87 and 88: are presented in the income stateme
Page 89 and 90: fair value of plan assets, together
Page 91 and 92: 1.22 Financial risk management 1.22
Page 93 and 94: 2 PROPERTY, PLANT AND EQUIPMENT Fre
Page 95 and 96: 2 PROPERTY, PLANT AND EQUIPMENT con
Page 97 and 98: 4 AVAILABLE-FOR-SALE FINANCIAL ASSE
Page 99 and 100: 8 STATED CAPITAL continued Number o
Page 101 and 102: 13 INTEREST-BEARING BORROWINGS OMNI
Page 103 and 104: 15 PROVISIONS OMNIA ANNUAL REPORT 2
Page 105 and 106: 19 FINANCE EXPENSES OMNIA ANNUAL RE
Page 107 and 108: 21 EARNINGS PER SHARE AND DIVIDENDS
Page 109 and 110: 28 ACQUISITION OF BUSINESS OMNIA AN
Page 111 and 112: 29 FINANCIAL RISK MANAGEMENT contin
Page 113 and 114: 29 FINANCIAL RISK MANAGEMENT contin
Page 115 and 116: 30 RELATED PARTY TRANSACTIONS conti
Page 117 and 118: 32 RETIREMENT BENEFIT INFORMATION c
Page 119 and 120: OMNIA ANNUAL REPORT 2010 115 33 CON
Page 121 and 122: 36 SHARE INCENTIVE SCHEME continued
Page 123 and 124: 36 SHARE INCENTIVE SCHEME continued
Page 125 and 126:
Country of incorporation Issued cap
Page 127 and 128:
COMPANY INCOME STATEMENT for the ye
Page 129 and 130:
COMPANY CASH FLOW STATEMENT for the
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SUMMARY OF SHAREHOLDER SPREAD at 31
Page 133 and 134:
NOTICE TO SHAREHOLDERS for the year
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FORM OF PROXY For use at the annual
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ADMINISTRATION GROUP COMPANY SECRET
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omnia holdings annual report 2010 omnia holdings annu

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