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STEFANUTTI STOCKS HOLDINGS LIMITED - Reviewed condensed consolidated results for the 12 months ended 28 February 2019

Release Date: 30/05/2019 07:05
Code(s): SSK     PDF:  
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Reviewed condensed consolidated results for the 12 months ended 28 February 2019

STEFANUTTI STOCKS HOLDINGS LIMITED
("Stefanutti Stocks" or "the company" or "the group")
(Registration number 1996/003767/06)
Share code: SSK ISIN: ZAE000123766

REVIEWED CONDENSED
CONSOLIDATED RESULTS
FOR THE 12 MONTHS ENDED 28 FEBRUARY 2019


- Revenue R9,9 billion
- Cash at end of period R881 million
- Current order book R11,5 billion

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

                                                                                       Reviewed           Restated*
                                                                                      12 months           12 months
                                                                                          ended               ended
                                                                  % Increase/       28 February         28 February
R'000                                                              (Decrease)              2019                2018
Revenue                                                                   (5)         9 897 885          10 389 559
Contract revenue                                                          (5)         9 875 023          10 363 522
Earnings before interest, taxation, depreciation and
amortisation (EBITDA)                                                    (84)            55 558             345 567
Depreciation and amortisation                                                         (213 549)           (184 435)
Impairment of assets                                                                          -           (667 114)
Operating loss before investment income                                    69         (157 991)           (505 982)
Investment income                                                                        43 960              49 113
Share of profits of equity-accounted investees                                           68 075              41 388
Operating loss before finance costs                                                    (45 956)           (415 481)
Finance costs                                                                         (101 129)            (82 842)
Loss before taxation                                                                  (147 085)           (498 323)
Taxation                                                                                 35 764            (48 710)
Loss for the year                                                                     (111 321)           (547 033)
Other comprehensive income                                                               58 483            (45 148)
Exchange differences on translation of foreign
operations (may be reclassified to profit/(loss))                                        58 483            (35 697)
Reclassification from foreign currency translation
reserve                                                                                       -             (9 451)
   
Total comprehensive income                                                             (52 838)           (592 181)
Loss attributable to:
Equity holders of the company                                                         (110 761)           (542 593)
Non-controlling interest                                                                  (560)             (4 440)
                                                                                      (111 321)           (547 033)
Total comprehensive income attributable to:
Equity holders of the company                                                          (42 372)           (584 329)
Non-controlling interest                                                               (10 466)             (7 852)
                                                                                       (52 838)           (592 181)
Earnings per share (cents)                                                 79           (65,99)            (317,77)
Diluted earnings per share (cents)                                         79           (65,99)            (317,77)

Commentary to the statement of profit or loss and other comprehensive income

Headline earnings reconciliation                                                       Feb 2019            Feb 2018
Loss after taxation attributable to equity holders of the company                     (110 761)           (542 593)
Adjusted for:
Profit on disposal of plant and equipment                                               (9 465)            (12 942)
Tax effect                                                                                2 543               3 699
Impairment of assets                                                                          -             667 114
Headline earnings                                                                     (117 683)             115 278
Number of weighted average shares in issue                                          167 836 344         170 748 789
Number of diluted weighted average shares in issue                                  188 080 746         188 080 746
Headline earnings per share (cents)                                     (204)           (70,12)               67,51
Diluted headline earnings per share (cents)                             (214)           (70,12)               61,29
*Prior period amounts have been restated refer to adoption of new accounting standards.

DISAGGREGATION OF REVENUE
Revenue can be further disaggregated as follows:
                                                                                       Reviewed            Restated
                                                                                      12 months           12 months
                                                                                          ended               ended
                                                                                    28 February         28 February
Geographical                                                                               2019                2018
Within South Africa                                                                   7 559 370           7 402 560
 Construction & Mining                                                                3 870 323           3 400 719
 Building                                                                             2 658 418           3 079 207
 M&E                                                                                  1 030 629             922 634
Outside South Africa                                                                  2 315 653           2 960 962
 Construction & Mining                                                                1 443 552           1 567 243
 Building                                                                               694 160           1 293 756
 M&E                                                                                    177 941              99 963
Total                                                                                 9 875 023          10 363 522
                                      
Sector                                      
Private                                                                               7 221 688           6 635 226
 Construction & Mining                                                                3 378 798           2 656 157
 Building                                                                             2 634 320           3 046 472
 M&E                                                                                  1 208 570             932 597
Public                                                                                2 653 335           3 728 296
 Construction & Mining                                                                1 935 077           2 311 805
 Building                                                                               718 258           1 326 491
 M&E                                                                                         -               90 000
Total                                                                                 9 875 023          10 363 522

STATEMENT OF FINANCIAL POSITION
                                                                       Reviewed       Restated*           Restated*
                                                                    28 February     28 February             1 March
R'000                                                                      2019            2018                2017
ASSETS   
Non-current assets                                                    2 451 850       2 287 678           2 563 278
Property, plant and equipment                                         1 501 945       1 483 727           1 212 248
Equity-accounted investees                                              280 449         209 181             189 860
Goodwill and intangible assets                                          457 585         460 506           1 087 133
Deferred tax assets                                                     211 871         134 264              74 037
Current assets                                                        3 996 410       4 057 226           3 960 020
Other current assets                                                  3 035 269       3 104 386           2 757 091
Taxation                                                                 38 755          10 786              44 496
Bank balances                                                           922 386         942 054           1 158 433
   
Total assets                                                          6 448 260       6 344 904           6 523 298
EQUITY AND LIABILITIES   
Capital and reserves                                                  1 731 752       1 790 251           2 390 790
Share capital and premium                                             1 007 718       1 013 379           1 021 737
Other reserves                                                          178 790         110 401             181 515
Retained earnings                                                       559 436         670 197           1 183 412
Equity holders of the company                                         1 745 944       1 793 977           2 386 664
Non-controlling interest                                               (14 192)         (3 726)               4 126
Non-current liabilities                                                 419 366         480 320             366 388
Financial liabilities                                                   313 890         478 659             346 460
Excess billings over work done                                           25 000               -                   -
Provisions                                                               79 942               -                   -
Deferred tax liabilities                                                    534           1 661              19 928
Current liabilities                                                   4 297 142       4 074 333           3 766 120
Other current liabilities**                                           2 383 391       2 186 120           2 079 542
Excess billings over work done                                        1 145 970       1 110 870           1 210 055
Provisions                                                              679 948         657 470             420 400
Taxation                                                                 46 218          93 710              56 121
Bank balances                                                            41 615          26 163                   2
   
Total equity and liabilities                                          6 448 260       6 344 904           6 523 298
* Prior period amounts have been restated, refer to adoption of
  new accounting standards.
** Including interest-bearing liabilities of                            281 684         278 600             328 794
Commentary to the statement of financial position                   
Total number of net shares in issue                                 167 243 684     169 485 204         172 241 569
Net asset value per share (cents)                                      1 043,95        1 058,49            1 385,65
Net tangible asset value per share (cents)                               770,35          786,78              754,48

STATEMENT OF CASH FLOWS 
                                                                                       Reviewed 
                                                                                      12 months 
                                                                                          ended             Audited
                                                                                    28 February         28 February
R'000                                                                                      2019                2018
Cash generated from operations                                                          360 553             322 410
Interest received                                                                        40 530              48 379
Finance costs                                                                          (92 820)            (49 157)
Dividends received                                                                       42 105              21 805
Taxation paid                                                                          (96 546)            (56 747)
Cash flows from operating activities                                                    253 822             286 690
Expenditure to maintain operating capacity                                              (8 825)              10 381
Expenditure for expansion                                                              (67 965)            (85 798)
Cash flows from investing activities                                                   (76 790)            (75 417)
Treasury shares acquired                                                                (5 661)             (8 358)
Movements on long- and short-term financing                                           (254 661)           (415 042)
Cash flows from financing activities                                                  (260 322)           (423 400)
Net decrease in cash for the year                                                      (83 290)           (212 127)
Effect of exchange rate changes on cash and cash equivalents                             48 170            (30 413)
Cash and cash equivalents at beginning of year                                          915 891           1 158 431
Cash and cash equivalents at the end of the year                                        880 771             915 891

Segment information                       Construction                                  Reconciling
28 February 2019 (Reviewed)                   & Mining         Building          M&E      segments^           Total
Contract revenue                             5 313 875        3 352 578    1 208 570              -       9 875 023
Intersegment contract revenues                  16 560           15 864       84 273              -         116 697
Reportable segment profit/(loss)                46 546        (127 357)     (11 064)       (19 446)       (111 321)
Reportable segment assets                    3 482 984        1 915 686      542 666        506 924       6 448 260
Reportable segment liabilities               2 295 149        1 820 214      362 005        239 140       4 716 508
Segment information    
28 February 2018 (Restated)*    
Contract revenue                             4 967 962        4 372 963    1 022 597              -      10 363 522
Intersegment contract revenues                   2 764                -       61 325              -          64 089
Reportable segment profit/(loss)                76 239            1 294        9 675      (634 241)       (547 033)
Reportable segment assets                    3 676 759        1 560 158      520 496        587 491       6 344 904
Reportable segment liabilities               2 635 404        1 330 342      295 844        293 063       4 554 653
  
^ Other segments comprise segments that are primarily centralised in nature i.e. the group's headquarters.
* Prior period amounts have been restated, refer to adoption of new accounting standards.

STATEMENT OF CHANGES IN EQUITY

                                                                                         Foreign                               Attributable
                                                                      Share-based       currency     Revaluation                  to equity          Non-
                                                    Share capital        payments    translation         surplus     Retained    holders of   controlling        Total
R'000                                                 and premium         reserve        reserve         reserve     earnings   the company      interest       equity
Balance at 28 February 2017 as previously reported      1 021 737          28 145         33 176         120 194    1 235 000     2 438 252         4 126    2 442 378
Change in accounting policy - IFRS 9                            -               -              -               -     (32 723)      (32 723)             -     (32 723)
Change in accounting policy - IFRS 15                           -               -              -               -     (18 865)      (18 865)             -     (18 865)
Balance at 1 March 2017 restated*                       1 021 737          28 145         33 176         120 194    1 183 412     2 386 664         4 126    2 390 790
Treasury shares acquired                                  (8 358)               -              -               -            -       (8 358)             -      (8 358)
Realisation of reserve                                          -        (28 145)              -         (1 233)       29 378             -             -            -
Total comprehensive income                                      -               -       (41 736)               -    (542 593)     (584 329)       (7 852)    (592 181)
Loss                                                            -               -              -               -    (542 593)     (542 593)       (4 440)    (547 033)
Other comprehensive income                                      -               -       (41 736)               -            -      (41 736)       (3 412)     (45 148)

Balance at 28 February 2018 restated*                   1 013 379               -        (8 560)         118 961      670 197     1 793 977       (3 726)    1 790 251
Treasury shares acquired                                  (5 661)               -              -               -            -       (5 661)             -      (5 661)
Total comprehensive income                                      -               -         68 389               -    (110 761)      (42 372)      (10 466)     (52 838)
Loss                                                            -               -              -               -    (110 761)     (110 761)         (560)    (111 321)
Other comprehensive income                                      -               -         68 389               -            -        68 389       (9 906)       58 483
 
Balance at 28 February 2019 reviewed                    1 007 718               -         59 829         118 961      559 436     1 745 944      (14 192)    1 731 752
*Prior period amounts have been restated, refer to adoption of new accounting standards.

BASIS OF PREPARATION AND ACCOUNTING POLICIES
The reviewed condensed consolidated results for the year ended 28 February 2019 (results for the year) have
been prepared in accordance with framework concepts and the measurement and recognition requirements
of International Financial Reporting Standards (IFRS) and the Financial Reporting Guides as issued by the
Financial Reporting Standards Council. The report contains the information required by International Accounting
Standard (IAS) 34: Interim Financial Reporting and are in compliance with the Listings Requirements of the JSE
Limited. The accounting policies as well as the methods of computation used in the preparation of the results
for the year ended 28 February 2019 are in terms of IFRS and are consistent with those applied in the audited
annual financial statements for the year ended 28 February 2018 except for the adoption of new standards.
The group has adopted IFRS 9: Financial Instruments, IFRS 15: Revenue from Contracts with Customers and
IFRS 16: Leases with effect from 1 March 2018.

There is no significant difference between the carrying amounts of financial assets and liabilities and their
fair values. The fair value measurement for land and buildings are categorised as a level 3, based on the
valuation method of income capitalisation using unobservable inputs i.e. market capitalisation rates and income/
expenditure ratio. The results are presented in Rand, which is Stefanutti Stocks' functional currency.

The company's directors are responsible for the preparation and fair presentation of the reviewed condensed
consolidated results. These results have been compiled under the supervision of the Chief Financial Officer,
AV Cocciante, CA(SA).

AUDITORS' REVIEW
These reviewed condensed consolidated financial statements for the year ended 28 February 2019 have been
reviewed by the group's auditors, Mazars. Their unmodified review conclusion is available for inspection at the
company's registered office. The auditor's conclusion contained the following emphases of matter:

We draw attention to the disclosure included in this announcement, which indicates that the group incurred a
net loss of R111 million for the year ended 28 February 2019 and, as of that date, the group's current liabilities
exceeded its current assets by R301 million. As disclosed, these events and conditions, along with other matters
as noted, indicate that a material uncertainty exists that may cast significant doubt with respect to the group's
ability to continue as a going concern due to the short-term liquidity pressure. In order to address this short-term 
liquidity pressure, the group is exploring raising the required funding through a combination of specific ring-fenced 
project financing, a number of alternative funding solutions and, only if required, a possible fresh issue of shares 
(the 'Funding Plan').The first part of the Funding Plan, being the specific ring-fenced project financing has been secured. 
The remaining aspects of the Funding Plan are being pursued. Based on the successful implementation of the remainder of the 
Funding Plan and the current assessment of the group's financial budget for the ensuing year, the directors consider it 
appropriate that the group's condensed consolidated results be prepared on the going-concern basis. Therefore, our opinion 
is not modified in respect of this matter. 

As disclosed in this announcement, the Building business unit is pursuing a number of contractual claims and
compensation events on a large public sector project in South Africa. In terms of IAS 37: Provisions, Contingent
Liabilities and Contingent Assets, during the current financial year, the group has provided for potential
unrecoverable preliminary and general costs to complete the project, whilst in this regard, actively pursuing its
contractual rights in terms of the dispute resolution process as set out in the contract. Our opinion is not modified
in respect of this matter.

ADOPTION OF NEW ACCOUNTING STANDARDS
The impact of the new accounting standards on the groups' financial statements are as follows:

IFRS 9: Financial Instruments
IFRS 9 sets out requirements for recognition and measurement of financial assets and liabilities. This standard
replaces IAS 39: Financial Instruments: Recognition and Measurement.

IFRS 9 is applied retrospectively to each prior reporting period resulting in the restatement of comparative
reporting periods. While the classification and measurement remain unaffected, the impairment model
adjustment did impact the group.

IFRS 9 replaces the 'incurred loss' model with an 'expected credit loss' (ECL) model, thereby requiring an
impairment of the carrying amounts of financial assets. This new model applies to financial assets measured at
amortised cost and contract assets. The ECL model recognises an impairment allowance on financial assets and is
calculated considering possible future losses based on past experience as well as future economic factors. In terms
of IFRS 9, the group applied the simplified approach and measured the impairment allowance on the lifetime of trade
receivables and contract assets. Impairment allowances are deducted from the carrying amounts of the assets.

IFRS 15: Revenue from Contracts with Customers
IFRS 15 establishes a single and comprehensive framework which sets out how and when revenue should be
recognised. Revenue will now be recognised when control over the goods or services is transferred to the customer.
It replaces IAS 18: Revenue, IAS 11: Construction Contracts and related interpretations.

The group has adopted IFRS 15 and applied it retrospectively to each prior reporting period presented subject to
practical expedients as defined in the Standard. This resulted in the restatement of comparative reporting periods.
A contract modification is a change in the scope or price of a contract and is recognised as an adjustment to revenue
at the date of the contract modification. In estimating the value of the adjustment to revenue, a higher probability
threshold in recognising revenue has to be applied. In applying these higher thresholds, certain revenue that was
recognised previously had to be reversed.

In certain circumstances, the change from an output method to an input method, to measure progress of the transfer
of control of goods and services constitutes a better reflection of transfer of control. This change in approach
resulted in a difference in revenue recognised.

IFRS 16: Leases
IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and
replaces IAS 17: Leases and related interpretations.

The group early adopted IFRS 16 with effect from 1 March 2018, by applying it retrospectively with the cumulative
effect recognised at the date of initial application. This resulted in no restatement of comparative reporting periods,
instead recognising the cumulative effect as an adjustment to the Statement of Financial Position as at 1 March
2018. The cumulative effect is the recognition of right-of-use assets to the value of R36 million as well as a
corresponding right-of-use liability.

The following table summarises the impact of the adoption of IFRS 9, IFRS 15 and IFRS 16 on the results of the
comparative reporting periods:
                                                      Previously
                                                        reported                                    Restated
                                                     28 February                                     1 March
                                                            2017          IFRS 9       IFRS 15          2017
February 2017                                              R'000           R'000         R'000         R'000
Non-current assets
Deferred tax assets                                       58 802          15 235             -        74 037
Current assets
Contracts in progress                                    414 525               -      (10 000)       404 525
Trade and other receivables                            2 256 514        (49 035)             -     2 207 479
Non-current liabilities
Deferred tax liabilities                                  24 452         (1 077)       (3 447)        19 928
Current liabilities
Excess billings over work done                         1 197 743               -        12 312     1 210 055
Retained earnings                                      1 235 000        (32 723)      (18 865)     1 183 412

                                  Previously
                                    reported                                          Restated                 Restated
                                 28 February   Adjustments                         28 February                  1 March
                                        2018          2017     IFRS 9    IFRS 15          2018     IFRS 16         2018
February 2018                          R'000         R'000      R'000      R'000         R'000       R'000        R'000
Non-current assets 
Property, plant and equipment              -             -          -          -             -      35 898       35 898
Deferred tax assets                   98 610        19 759      1 347     14 548       134 264           -      134 264
Current assets
Contracts in progress                465 067      (10 000)          -   (46 202)       408 865           -      408 865
Trade and other receivables        2 601 208      (49 035)    (2 930)          -     2 549 243           -    2 549 243
Non-current liabilities
Lease liabilities                          -             -          -          -             -      35 898       35 898
Current liabilities
Excess billings over work done     1 092 801        12 312          -      5 757     1 110 870           -    1 110 870
Retained earnings                    760 779      (51 588)    (1 583)   (37 411)       670 197           -      670 197

Group profile
Stefanutti Stocks is a construction company operating throughout South Africa, sub-Saharan Africa and the United
Arab Emirates with multi-disciplinary expertise including concrete structures, marine construction, piling and
geotechnical services, roads and earthworks, bulk pipelines, open pit contract mining and surface mining related
services, all forms of building works, including affordable housing, and mechanical and electrical installation and
construction.

OVERVIEW OF RESULTS
The Board of Directors report that the group's performance continues to reflect the impact of operating within a
extremely difficult trading environment. Contract revenue from operations reduced to R9,9 billion compared to the
previous year (restated Feb 2018: R10,4 billion).

As previously reported, the Building business unit is pursuing a number of contractual claims and compensation
events on a large public sector power project in South Africa. In terms of IAS 37: Provisions, Contingent Liabilities
and Contingent Assets, during the current financial year, the group has provided for potential unrecoverable
preliminary and general costs to complete the project, whilst in this regard actively pursuing its contractual rights in
terms of the dispute resolution process as set out in the contract. Including the above provision for costs, the group
has reported an operating loss of R158,0 million (restated Feb 2018: operating loss of R506,0 million). This excludes
results from the United Arab Emirates operation, which contributed R66 million (restated Feb 2018: R48 million)
towards the share of profits of equity accounted investees.

Earnings and headline earnings per share are reported as a loss of 65,99 cents (restated Feb 2018: loss of
317,77 cents) and a loss of 70,12 cents (restated Feb 2018: profit of 67,51 cents) respectively. Headline earnings per
share in the comparative period was impacted by the reversal of impairment charges relating to assets.

The group's order book is currently R11,5 billion of which 43% arises from work beyond South Africa's borders.

Capital expenditure for the period amounted to R109 million (Feb 2018: R500 million). In terms of IFRS 16, an
additional R70 million (Feb 2018: Nil) worth of plant and equipment has been capitalised. These items are not owned
by the group but are rented from suppliers, with limited liability. The increase in the prior year's capital expenditure,
with the capitalisation of plant and equipment in terms of IFRS 16, has resulted in an increase in depreciation to
R211 million (restated Feb 2018: R176 million) and finance costs to R101 million (restated Feb 2018: R83 million).
Due to the lower capital expenditure during the current year, including the impact of IFRS 16, interest-bearing
liabilities have reduced to R637 million (restated Feb 2018: R783 million).

As a result of the well documented adverse market conditions facing the industry, the group has experienced a
further increase in delayed payments from clients. This practice once again had a negative impact on trade and
other receivables and payables. Cash generated from operations increased to R361 million (restated Feb 2018:
R322 million). Notwithstanding a reduction in working capital of R246 million (restated Feb 2018: an increase of
R293 million), the group's overall cash decreased to R881 million (restated Feb 2018: R916 million).
The issues noted above as well as the matters mentioned in the review of operations below have resulted in the
group experiencing short-term liquidity pressures.

In order to address this short-term liquidity pressure, the group is exploring raising the required funding through a
combination of specific ring-fenced project financing, a number of alternative funding solutions and, only if required,
a possible fresh issue of shares (the 'Funding Plan'). The first part of the Funding Plan, being the specific ring-fenced 
project financing has been secured. The remaining aspects of the Funding Plan are being pursued. Shareholders will be 
advised accordingly. Based on the successful implementation of the remainder of the Funding Plan and the current assessment 
of the group's financial budget for the ensuing year, the directors consider it appropriate that the group's condensed 
consolidated results be prepared on the going-concern basis.

Prior to the short-term liquidity pressure, the company repurchased 2  241  520 shares at an average price of
R2,52  per share. This repurchase is in terms of a resolution passed at the company's Annual General Meeting
in 2018. These shares will not be cancelled and will be accounted for as treasury shares.

The effect of the weakening Rand on the translation of certain foreign operations resulted in R58 million profit
(restated Feb 2018: R36 million loss) being recognised in other comprehensive income.

Review of operations

Construction & Mining
Construction & Mining's contract revenue increased to R5,3 billion (restated Feb 2018: R5,0 billion) but with a
reduction in operating profit to R112 million (restated Feb 2018: R166 million) with an operating profit margin of 2,1%
(restated Feb 2018: 3,3%). These results were materially impacted by the liquidation of a South African mining client
to which the Mining Services division had exposure, and the significant underperformance of a project in the Roads
& Earthworks division.

The Zambian and Swaziland divisions delivered good results.

Albeit at reduced levels, tender enquiries and awards received from the mining sector continue to support
Construction & Mining's order book. As a result of muted investor confidence in the economy, the country continues
to experience reduced infrastructure spend in both the public and private sectors.

This situation when combined with a policy of increased fragmentation of civil contracts, has caused the civils
operations not to perform to expectations with both order book and operating profit margins, expected to remain
under pressure.

The long outstanding amounts due from the governments of Zambia and Nigeria continue to be a source of
frustration. The outstanding amounts are not in dispute and periodic payments are being received. In both Nigeria
and Zambia work will only recommence on affected contracts once all outstanding amounts have been collected.
Construction & Mining's order book at February 2019 was R6,5 billion (Feb 2018: R9,0 billion).

Building
In a challenging trading environment, the Building business unit's contract revenue reduced to R3,4 billion (restated
Feb 2018: R4,4 billion) and as a result of the provision raised in terms of IAS 37: Provisions, Contingent Liabilities
and Contingent Assets explained above, the operating loss increased to R251 million (restated Feb 2018: operating
loss R4 million). If the IAS 37 provision is excluded, the operating profit would be R12 million. The profit of the equity
accounted United Arab Emirates operation is excluded from this result.

The Mozambique and Coastal divisions continue to deliver good results.

Delayed payments from developers working for government in the social housing sector continue to further impact
this business units cash resources.

Building's order book at February 2019 was R2,7 billion (Feb 2018: R3,3 billion) excluding the United Arab Emirates
order book of R808 million (Feb 2018: R1,0 billion).

Mechanical & Electrical
Mechanical & Electrical's turnover increased to R1,2 billion (restated Feb 2018: R1,0 billion). The previously reported
claim against the Oil & Gas division, by an international client, has been settled at a cost of R38 million. This
has resulted in this business unit declaring an operating loss of R19 million (restated Feb 2018: operating profit
R13 million).

The ongoing shortage of work in the traditional petrochemical and platinum-related surface mining infrastructure
markets is negatively affecting the Mechanical & Electrical's financial performance and order book.

The arbitration matter relating to the cancellation of a petrochemical contract scheduled for the first quarter of 2019
has been postponed, due to a fundamental change in the client's defence. At this stage the financial impact thereof
cannot be quantified.

Mechanical & Electrical's order book at February 2019 was R537 million (Feb 2018: R790 million).

Safety
Management and staff remain committed to enhanced health and safety policies and procedures, and together
strive to constantly improve the group's safety performance. The group's Lost Time Injury Frequency Rate (LTIFR)
at February 2019 was 0,02 (Feb 2018: 0,11) and the Recordable Case Rate (RCR) was 0,36 (Feb 2018: 0,54).

Outlook and strategy
Confidence in the South African economy remains at an historic low. A continuing contraction in construction activity
will result in turnover and operating profit margins of the group remaining under pressure for some time to come.

The group's order book is R11,5 billion. In the medium term there are some opportunities in the local market which
include surface mining related services, selected open pit mining contracts, petrochemical tank farms, smaller oil
and gas projects, pipelines, water and sanitation treatment plants as well as warehouses and some design and
construct opportunities in the building sector.

Cross-border opportunities exist in road and bridge construction, bulk pipelines and mixed-use building projects.
The group is a level 2 Broad-Based Black Economic Empowerment contributor measured in terms of the new
Construction Sector scorecard. Notwithstanding, there is increasing pressure from the local market to improve our
level of black ownership. The group is assessing various options in order to address this requirement.

Industry related matters
With respect to the civil claim received from the City of Cape Town (Green Point Stadium), a trial date has been set
for the first quarter of 2020. The group remains confident it can defend this claim.

Once again, and consistent with experiences reported by other construction companies, the group has been
negatively affected by disruptive and unlawful activities by certain communities and informal business forums in
certain areas of South Africa.

Dividend declaration
Notice is hereby given that no dividend will be declared (Feb 2018: Nil).

Subsequent events
Other than the matters noted above, there were no other material reportable events which occurred between the
reporting date and the date of this announcement.

Changes and proposed changes to the board of directors
Shareholders are referred to the announcement released on SENS on 28 June 2018 proposing the following
changes to the board:

-  Kevin Eborall will retire as board chairman and a director with effect from 31 May 2019. Zanele Matlala, currently
   chairman of the Audit, Governance and Risk Committee, will be appointed as board chairman on 1 June 2019
   and at the same time step down as chairman of this committee.

-  Willie Meyburgh will retire from Stefanutti Stocks as CEO on 31 May 2019. Russell Crawford, currently CEO
   Designate reporting to Willie, will be appointed as CEO and director of the company with effect from 1 June 2019.

The board has decided to implement these changes effective at the Company's next Annual General Meeting
scheduled to take place on 12 August 2019.

Appreciation
We would like to express our wholehearted appreciation to the board, the management team and all of our employees
for their continuous commitment and dedication in this demanding environment. We also express our gratitude to
our customers, suppliers, service providers and shareholders for their ongoing support.

On behalf of the board

Kevin Eborall                                             Willie Meyburgh
Chairman                                                  Chief Executive Officer

Published on 30 May 2019

Directors
Non-executive directors
KR Eborall # (Chairman), HJ Craig #, ZJ Matlala #, B Harie #, B Silwanyana #, J Poluta (alternate to B Silwanyana),
DG Quinn #
# Independent

Executive directors
W Meyburgh (Chief Executive Officer), AV Cocciante (Chief Financial Officer)

Registered office
Protec Park, Corner Zuurfontein Avenue and Oranjerivier Drive, Chloorkop, 1619
(PO Box 12394, Aston Manor, 1630)

Corporate advisor and sponsor 
Bridge Capital Advisors Proprietary Limited
50 Smits Road, Dunkeld, 2196
(PO Box 651010, Benmore, 2010)

Transfer secretaries
Computershare Investor Services Proprietary Limited
Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196
(PO Box 61051, Marshalltown, 2107)

Auditors
Mazars
Mazars House, 54 Glenhove Road, Melrose Estate, Johannesburg, 2196
(PO Box 6697, Johannesburg, 2000)

Company secretary
W Somerville
20 Lurgan Road, Parkview, 2193

This announcement together with the investor presentation
is available on the company's website.

www.stefanuttistocks.com
Date: 30/05/2019 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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