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DIRECTORS’ STATUTORY REPORT
The directors have pleasure in presenting their annual report for the year ended 31 December 2015.
Nature of business
The Hulamin group consists of two main operations: Hulamin Rolled Products and Hulamin Extrusions. Their activities are dealt with separately in the integrated annual report.
The net profit attributable to shareholders of the group for the year ended 31 December 2015 amounted to R163 714 000 (2014: R384 928 000). This translates into headline earnings per share of 37 cents (2014: 112 cents) and normalised earnings per share of 55 cents (2014: 111 cents) based on the weighted average number of shares in issue during the year.
The financial statements set out the financial position, results of operations and cash flows of the group and company for the financial year ended 31 December 2015.
No final dividend was declared for the year ended 31 December 2015 (2014: 25 cents).
An interim dividend of 8 cents per ordinary share for the year ended 31 December 2015 (2014: nil) was declared on 27 July 2015 and was paid on 24 August 2015.
There were the following changes in the authorised share capital of the company in the year ended 31 December 2015:
At a shareholders' meeting held on 23 April 2015, Hulamin passed special resolutions adopting amendments to its Memorandum of Incorporation by:
- Decreasing the number of authorised shares by cancelling the A1, B1, B2 and B3 ordinary shares with a par value of R0,10 each
- Converting the 800 000 000 authorised and 319 596 836 issued ordinary shares having a par value of R0,10 each into ordinary shares of no par value
- Increasing the number of authorised shares by creating 4 721 600 A1 ordinary shares of no par value, 26 755 733 A2 ordinary shares of no par value, 9 018 000 B1 ordinary shares of no par value, 9 018 000 B2 ordinary shares of no par value and 18 036 000 B3 ordinary shares of no par value.
A special resolution was also adopted at the April shareholders' meeting authorising the issue of:
Shares to the new Hulamin Employee Share Ownership Trust:
- 4 721 600 A1 ordinary shares of no par value
- 26 755 733 A2 ordinary shares of no par value
Shares to the BEE SPV, namely Imbewu SPV 14 Proprietary Limited:
- 9 018 000 B1 ordinary shares of no par value
- 9 018 000 B2 ordinary shares of no par value
- 18 036 000 B3 ordinary shares of no par value.
The employee share schemes which existed at the time of the unbundling of the company from Tongaat Hulett Limited matured during 2014 and therefore no further shares were issued in terms of these schemes during 2015.
Details of beneficial shareholders holding more than 5% of the share capital of the company are set out in the Shareholders' Information section of the integrated annual report.
On 1 July 2015, Isizinda Aluminium (Pty) Ltd acquired the Bayside casthouse business from Hillside Aluminium (Pty) Ltd for a consideration of R100 170 000. The business combination is discussed in detail in note 11 of the group financial statements.
The principal subsidiaries of the group are reflected in note 34 of the group financial statements. There were no special resolutions adopted by subsidiaries of Hulamin Limited in 2015.
Brief curricula vitae of the directors are listed on the company's website. Details of directors' remuneration are reflected in note 32 of the group financial statements.
Mr D A Austin was appointed acting Chief Executive Officer effective 18 July 2014 to 28 February 2015, whilst Mr R G Jacob took medical leave of absence.
Directors are subject to retirement by rotation and re-election by shareholders at an annual general meeting at least once every three years. Directors retiring at the annual general meeting in accordance with the Memorandum of Incorporation are:
Mr V N Khumalo, Mr P H Staude and Mr G H M Watson. The Remuneration and Nomination Committee, at its meeting on 18 November 2015, recommended that they be re-elected and, all being eligible, offered themselves for re-election.
Directors' and prescribed officer's shareholdings
At 31 December 2015, the present directors and prescribed officer of the company beneficially held a total of 639 438 ordinary no par value shares, equivalent to 0,20 percent in the company (2014: 311 841 ordinary par value shares, equivalent to 0,09 percent, were held by directors). Their associates held no ordinary par value shares in the company. Details of the directors' and prescribed officer's shareholdings and interests in the share incentive schemes are set out in notes 32 and 33 of the group financial statements.
There has been no change in the directors' and prescribed officer's shareholdings between 31 December 2015 and 18 February 2016.
Hulamin Limited has no holding company at 31 December 2015.
PricewaterhouseCoopers continued as auditors of Hulamin Limited and its subsidiaries. At the annual general meeting of 21 April 2016, shareholders will be requested to appoint PricewaterhouseCoopers as auditors of Hulamin Limited for the 2016 financial year and it will be noted that Mr H N Govind will be the individual registered auditor that will undertake the audit.
The Company Secretary of Hulamin Limited is Mr W Fitchat. His business and postal address appears in the corporate information section of this integrated annual report.
Post balance sheet events
On 21 February 2016, an amount of R57 047 000 was received from the Department of Trade and Industry in respect of a claim with the Manufacturing Competitiveness Enhancement Programme. This transaction is accounted for in the 2016 financial year as confirmation of the claim approval was received after 31 December 2015.
The directors are not aware of any other matters or circumstances arising between the end of the financial year and the date of these financial statements which materially affect the financial position or results of the company or group.
The annual financial statements of the group and company have been approved by the board.
Signed on behalf of the board of directors by:
|Mafika Mkwanazi||Richard Gordon Jacob|
|Chairman||Chief Executive Officer|
19 February 2016