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Wed 25 Feb 2009, 7:05 IPL/IPLP - Imperial Holdings Limited - Unaudited results for the half-year ended
IPL   IPLP
IPL                                                                             
IPL/IPLP - Imperial Holdings Limited - Unaudited results for the half-year ended
31 December 2008                                                                
Imperial Holdings Limited                                                       
(Registration number 1946/021048/06)                                            
Ordinary share code: IPL ISIN: ZAE000067211                                     
Preference share code: IPLP ISIN: ZAE000088076                                  
-    Revenue unchanged                                                          
-    Operating profit 30% lower                                                 
-    HEPS 4% lower                                                              
-    Cash generated by operations 241% higher to R2,0 billion                   
-    A stronger balance sheet                                                   
-    An interim dividend of 80 cents                                            
Condensed income statement                                                      
                                      Unaudited                                 
                                      and                                       
Unaudited  restated          Audited                 
                           31 Dec     31 Dec            30 Jun                  
                           2008       2007       %      2008                    
for the six months ended    Rm         Rm         change Rm                     
December                                                                        
CONTINUING OPERATIONS                                                           
Revenue                     28 619     28 026      2     55 927                 
Net operating expenses      (26 824)   (25 867)          (51 849)               
Profit from operations                                                          
before depreciation                                                             
and recoupments             1 795      2 159             4 078                  
Depreciation, amortisation  (640)      (515)             (1 086)                
and recoupments                                                                 
Operating profit            1 155      1 644      (30)   2 992                  
Foreign exchange gains       470        14                145                   
Fair value (losses) gains                                                       
to foreign                                                                      
exchange derivatives        (47)        7                 1                     
Fair value losses on other             (83)              (496)                  
financial instruments                                                           
Exceptional items           (246)       39                1                     
Profit before net           1 332      1 621      (18)   2 643                  
financing costs                                                                 
Net finance cost            (505)      (321)             (807)                  
Income from associates and   87         83                278                   
joint ventures                                                                  
Profit before taxation       914       1 383      (34)   2 114                  
Income tax expense           246        390               707                   
Profit from continuing       668        993       (33)   1 407                  
operations                                                                      
DISCONTINUED OPERATIONS      556       (1 308)           (1 920)                
- Trading (loss) profit     (4)        274                349                   
from operations                                                                 
- Fair value profit (loss)   560       (1 582)           (2 269)                
on discontinuation                                                              
Net profit (loss) for the   1 224      (315)             (513)                  
period                                                                          
Attributable to:                                                                
Equity holders of Imperial  1 155      (500)             (870)                  
Holdings Limited                                                                
Minority interest -          68         85                162                   
continuing operations                                                           
Minority interest -          1          100               195                   
discontinued operations                                                         
1 224      (315)             (513)                   
Earnings per share          Cents      Cents             Cents                  
Ordinary shares                                                                 
Basic                                                                           
- Total                     602        (290)             (510)                  
- Discontinued operations   299        (758)             (1 139)                
- Continuing operations     303        468        (35)   629                    
Diluted                                                                         
- Total                     558        (246)             (420)                  
- Discontinued operations   268        (695)             (1 020)                
- Continuing operations     290        449        (35)   600                    
Preferred ordinary shares                                                       
- Basic                     268        268               535                    
Headline earnings           Rm         Rm                Rm                     
reconciliation -                                                                
continuing and                                                                  
discontinued operations                                                         
Attributable profit (loss)  1 155      (500)             (870)                  
Attributable to preferred   (39)       (39)              (78)                   
ordinary shareholders                                                           
Attributable to ordinary    1 116      (539)             (948)                  
shareholders                                                                    
Profit on disposal of       (6)        (33)              (24)                   
property, plant and                                                             
equipment                                                                       
Impairment of property,      7          4                 5                     
plant and equipment                                                             
Exceptional items -          246       (39)              (1)                    
continuing operations                                                           
Exceptional items included                                                      
in income                                                                       
from associates                                          6                      
Exceptional items -         (650)      1 864             2 605                  
discontinued operations                                                         
Taxation                     90        (262)             (310)                  
Minorities                  (2)                                                 
Headline earnings - basic    801        995              1 333                  
Attributable to preferred    39         39                78                    
ordinary shareholders                                                           
Headline earnings -          840       1 034             1 411                  
diluted                                                                         
Headline earnings per       cents      cents             cents                  
share                                                                           
Basic                                                                           
- Total                     432        536        (19)   718                    
- Discontinued operations              86                103                    
- Continuing operations     432        450        (4)    615                    
Diluted                                                                         
- Total                     406        510        (20)   680                    
- Discontinued operations   1          78                92                     
- Continuing operations     405        432        (6)    588                    
Additional information                                                          
Net asset value per share   4 959      5 544              4 732                 
(cents)                                                                         
Number of ordinary shares                                                       
(million)                                                                       
- in issue                  188        189               188                    
- weighted average          185        186               186                    
- weighted average for      207        203               207                    
diluted earnings                                                                
Number of other shares in                                                       
issue (million)                                                                 
- Preferred ordinary        15         15                15                     
- Deferred ordinary         17         17                17                     

Net finance cost            Rm         Rm                Rm                     
Net interest paid            443        330              848                    
Foreign exchange loss on     133        50                376                   
monetary items                                                                  
Fair value gains on                                                             
borrowings and                                                                  
interest rate swaps         (71)       (59)              (417)                  
Net finance cost -          505        321               807                    
continuing operations                                                           
Net finance cost -          85         380               660                    
discontinued operations                                                         

Exceptional items -         Rm         Rm                Rm                     
continuing operations                                                           
Impairment of goodwill      (15)                         (47)                   
(Loss) profit on disposal   (14)        39                48                    
of investments in                                                               
subsidiaries, associates                                                        
and joint ventures                                                              
Loss on sale of Eqstra      (217)                                               
shares                                                                          
                           (246)       39                1                      
                                                                                
Exceptional items -         Rm         Rm                Rm                     
discontinued operations                                                         
Profit on sale of Tourvest  575                                                 
Fair value gain (loss) on   75         (848)             (1 341)                
Aviation disposal group                                                         
Fair value loss on CVH                 (972)             (972)                  
disposal group                                                                  
Goodwill impairment                    (44)                                     
Net loss on sale of                                      (292)                  
subsidiaries                                                                    
Taxation                    (90)       282               336                    
Fair value profit (loss)    560        (1 582)           (2 269)                
on discontinuation                                                              
Condensed balance sheet                                                         
                                                  Unaudited Unaudited  Audited  
                                                  31 Dec    31 Dec     30 June  
2008      2007       2008     
at 31 December                                     Rm        Rm         Rm      
ASSETS                                                                          
Intangible assets                                  1 084      997        897    
Investments in associates and joint ventures       2 388     2 373      2 017   
Property, plant and equipment                      6 025     5 693      5 681   
Transport fleet                                    3 722     3 136      3 465   
Leasing assets                                      329      5 690       337    
Vehicles for hire                                  1 472     1 449      1 286   
Deferred tax assets                                 526       593        637    
Other investments and loans                        1 701     2 389      2 320   
Other non-current financial assets                  367       881        330    
Inventories                                        6 052     7 717      6 442   
Taxation in advance                                 97        120        111    
Trade and other receivables                        6 834     8 862      6 821   
Cash resources                                     3 160     2 568      3 148   
Assets classified as held for sale                 1 478     5 300      4 440   
Total assets                                       35 235    47 768     37 932  
EQUITY AND LIABILITIES                                                          
Capital and reserves                                                            
Share capital and premium                           10        241        10     
Shares repurchased                                 (1 816)   (1 995)    (1 816) 
Other reserves                                      834      1 171      1 273   
Retained earnings                                  11 029    11 877     10 138  
Attributable to Imperial Holdings` shareholders    10 057    11 294     9 605   
Minority interest                                   543      1 009       811    
Total shareholders` equity                         10 600    12 303     10 416  
Liabilities                                                                     
Non-redeemable, non-participating preference        441       441        441    
shares                                                                          
Retirement benefit obligations                      310       239        286    
Interest-bearing borrowings                        11 064    17 251     11 599  
Insurance and investment contracts                 1 529     1 604      1 535   
Deferred tax liabilities                            573      1 052       549    
Other non-current financial liabilities             83        91         98     
Trade and other payables                           9 387     11 269     10 065  
Current tax liabilities                             608      1 049       586    
Liabilities directly associated with assets held    640      2 469      2 357   
for sale                                                                        
Total liabilities                                  24 635    35 465     27 516  
Total equity and liabilities                       35 235    47 768     37 932  
Capital commitments                                 502      1 035       509    
Contingent liabilities                              535       771        595    
Condensed cash flow statement                                                   
Unaudited           
                                                            and                 
                                                  Unaudited restated   Audited  
                                                  31 Dec    31 Dec     30 June  
2008      2007       2008     
for the six months ended December                  Rm        Rm         Rm      
Cash generated by operations before changes                                     
in working capital                                 2 535     3 419      6 077   
Net working capital movements                      (154)     (2 459)    (388)   
Cash generated by operations                       2 381      960       5 689   
Cash generated by operations - continuing          2 030      596       3 633   
businesses                                                                      
Cash generated by operations - discontinued         351       364       2 056   
businesses                                                                      
Net financing costs                                (528)     (701)      (1 426) 
Taxation paid                                      (335)     (511)      (1 396) 
Net cash flows from operating activities           1 518     (252)      2 867   
CASH FLOWS FROM INVESTING ACTIVITIES                                            
Proceeds (expenditure) from discontinued           1 301     (1 046)    3 123   
operations                                                                      
- Sale of Tourvest                                 1 003                        
- Sale of Safair Lease Finance                     337                          
- Net capital expenditure                          (39)      (1 046)    (2 384) 
-                                                                               
Net unbundling and disposal of subsidiaries and                         5 507   
businesses                                                                      
Proceeds (expenditure) from continuing operations                               
-                                                                               
Net (acquisition) disposal of subsidiaries                                      
and businesses                                     (343)      58        (135)   
- Expansion capital expenditure                    (509)     (1 303)    (1 595) 
- Net replacement capital expenditure              (664)     (470)      (1 017) 
- Investments, equities and loans                   315      (280)       680    
Net cash flows from investing activities            100      (3 041)    1 056   
CASH FLOWS FROM FINANCING ACTIVITIES                                            
Hedge cost of share options                        (135)                (67)    
Dividends paid                                     (555)     (113)      (225)   
Capital distribution                                         (570)      (607)   
Purchase of treasury stock net of transfers                                     
from share purchase trust                                               (10)    
(Decrease) increase in long term borrowings        (225)     108        (1 165) 
Net cash flows from financing activities           (915)     (575)      (2 074) 
Net increase (decrease) in cash and cash            703      (3 868)    1 849   
equivalents                                                                     
Condensed statement of changes in equity                                        
              Share        Shares       Other     Retained                      
              capital                                                           
              and premium  repurchased  reserves  earnings                      
for the six    Rm           Rm           Rm        Rm                           
months                                                                          
ended December                                                                  
Balance at 30   10          (1 816)      1 273     10 138                       
June 2008                                                                       
Net (losses)                             (287)                                  
gains arising                                                                   
on translation                                                                  
of foreign                                                                      
operations                                                                      
Movement in                               53                                    
hedge                                                                           
accounting                                                                      
reserve                                                                         
Realisation of                            115                                   
reserves on                                                                     
disposal of                                                                     
assets                                                                          
Transfer of                              (242)      242                         
reserves on                                                                     
disposal of                                                                     
assets                                                                          
Net unrealised                                                                  
gains on                                                                        
investments                                                                     
Revaluation of                            19                                    
Lereko                                                                          
Mobility call                                                                   
option                                                                          
Share option                             (135)                                  
hedging cost                                                                    
Net (losses)                             (477)      242                         
profits not                                                                     
recognised in                                                                   
the income                                                                      
statement                                                                       
Net                                                1 155                        
attributable                                                                    
profit (loss)                                                                   
for the period                                                                  
Minority share                                                                  
of                                                                              
attributable                                                                    
profits                                                                         
Net decrease                                                                    
in minority                                                                     
interest                                                                        
Contingency                               6        (6)                          
reserve                                                                         
created in                                                                      
terms of the                                                                    
Insurance Act                                                                   
Unbundling of                                                                   
the Leasing                                                                     
and Capital                                                                     
Equipment                                                                       
division                                                                        
Movement in                               32                                    
share-based                                                                     
equity                                                                          
Purchase of                                                                     
ordinary                                                                        
shares                                                                          
Share issue                                                                     
expenses                                                                        
Dividends and                                      (500)                        
capital                                                                         
distributions                                                                   
Minority share                                                                  
of dividends                                                                    
Balance at 31   10          (1 816)       834      11 029                       
December 2008                                                                   
(... continued)                                                                 
Condensed statement of changes in equity                                        
              Minority   Unaudited   Unaudited   Audited                        
              interest   31 Dec      31 Dec 2007 30 Jun                         
2008                    2008                           
for the six    Rm         Rm          Rm          Rm                            
months                                                                          
ended                                                                           
December                                                                        
Balance at 30   811       10 416      13 467      13 467                        
June 2008                                                                       
Net (losses)   (2)        (289)       (30)         234                          
gains arising                                                                   
on                                                                              
translation                                                                     
of foreign                                                                      
operations                                                                      
Movement in    (4)         49         (32)         30                           
hedge                                                                           
accounting                                                                      
reserve                                                                         
Realisation                115                                                  
of reserves                                                                     
on disposal                                                                     
of assets                                                                       
Transfer of                                                                     
reserves on                                                                     
disposal of                                                                     
assets                                                                          
Net                                               167                           
unrealised                                                                      
gains on                                                                        
investments                                                                     
Revaluation                19                     (238)                         
of Lereko                                                                       
Mobility call                                                                   
option                                                                          
Share option              (135)        4          (62)                          
hedging cost                                                                    
Net (losses)   (6)        (241)       (58)         131                          
profits not                                                                     
recognised in                                                                   
the income                                                                      
statement                                                                       
Net                       1 155       (500)       (870)                         
attributable                                                                    
profit (loss)                                                                   
for the                                                                         
period                                                                          
Minority        69         69          185         357                          
share of                                                                        
attributable                                                                    
profits                                                                         
Net decrease   (276)      (276)       (3)                                       
in minority                                                                     
interest                                                                        
Contingency                                                                     
reserve                                                                         
created in                                                                      
terms of the                                                                    
Insurance Act                                                                   
Unbundling of                                     (1 722)                       
the Leasing                                                                     
and Capital                                                                     
Equipment                                                                       
division                                                                        
Movement in                32                     (5)                           
share-based                                                                     
equity                                                                          
Purchase of                           (104)       (109)                         
ordinary                                                                        
shares                                                                          
Share issue                           (1)         (1)                           
expenses                                                                        
Dividends and             (500)       (570)       (607)                         
capital                                                                         
distributions                                                                   
Minority       (55)       (55)        (113)       (225)                         
share of                                                                        
dividends                                                                       
Balance at 31   543       10 600      12 303      10 416                        
December 2008                                                                   
Material acquisitions                                                           
The group did not make any individual acquisitions that are                     
considered material to the group results. The following amounts                 
are disclosed:                                                                  
                            Fair                Contribution                    
                            value of            since                           
acquisition                     
             Purchase       net        Goodwill Revenue   Profit                
             consideration  assets                        before                
                            acquired                      tax                   
Rm             Rm         Rm       Rm        Rm                    
New           180            150        30       277       14                   
acquisitions                                                                    
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                        
1. Basis of preparation                                                         
The unaudited condensed consolidated interim financial information ("interim    
financial information") announcement for the six months ended 31 December 2008  
was prepared in accordance with IAS 34 - Interim Financial Reporting and in     
compliance with the listing requirements of the JSE Limited and the South       
African Companies Act (1973).                                                   
The accounting policies are consistent with those of the previous financial     
period and comply with International Financial Reporting Standards (IFRS).      
These financial statements do not include all the information required for full 
annual financial statements and should be read in conjunction with the          
consolidated financial statements as at and for the period ended 30 June 2008.  
These financial statements have not been reviewed or audited by the group`s     
auditors.                                                                       
The condensed consolidated financial statements were approved by the board of   
directors on 24 February 2009.                                                  
2. Discontinued operations                                                      
The following have been identified as disposal groups:                          
Aviation division, excluding NAC, sale concluded in December 2008               
Assets of Commercial Vehicle Holdings (CVH) are being realised                  
Tourvest, a previously JSE-listed entity, was disposed of in September 2008     
Leasing and Capital Equipment division, was unbundled in May 2008               
Imperial Multiparts (UK), was disposed of in May 2008                           
All associated assets and liabilities have been classified as discontinued      
operations.                                                                     
The 31 December 2007 income statement and segment reports have been restated for
the additional discontinuation of the Leasing and Capital Equipment division and
Imperial Multiparts (UK). The impact on revenue and operating profit is as      
follows:                                                                        
Operating                   
                                      Revenue       profit                      
                                      Rm            Rm                          
As stated before - continuing          31 670        2 300                      

Adjusted for:                                                                   
- Leasing and Capital Equipment        (3 314)       (635)                      
                                                                                
- Imperial Multiparts (UK)             (564)         (21)                       
                                                                                
- Eliminations                         234                                      
                                                                                
Restated                               28 026        1 644                      
                                                                                
OVERVIEW OF RESULTS                                                             
The results for the first half of our 2009 financial year are disappointing, but
when viewed against the extremely difficult trading conditions in our automotive
related businesses, the group`s performance was reasonable, given the strong    
performance by the Logistics Division and good cash generation.                 
Group operating profit of R1 155 million from continuing operations was 29,7%   
lower than the comparative period, and headline earnings per share (HEPS) from  
continuing operations were 4,0% lower at 432 cents. Cash generated by continuing
operations improved by 241% to R2 030 million for the six months.               
HEPS include a foreign exchange gain of R394 million (212 cents per share) which
was earned from the repatriation of capital from our European operations.       
Excluding the effect of this item, continuing HEPS would have been 51,1% lower  
than the previous period. The decline stemmed primarily from the motor vehicle  
retailing operations and declines in the market value of the equity portfolios  
of the insurance division.                                                      
The group`s logistics operations in southern Africa and in Europe performed     
well, returning growth in operating profit of 13,6% and 9,1% respectively, while
operating profit from the motor vehicle retailing and distribution businesses   
suffered and were 48,8% lower on a combined basis. Insurance operating profit   
was 61,9% down, mainly due to the weak equity markets. Car rental and tourism   
was 12,4% down at the operating level.                                          
Revenue was 2,1% higher at R28,6 billion, although the combined motor retail    
businesses posted a 6,5% reduction in revenue and the combined logistics        
operation increased revenue by 17,4%. The operating margin from continuing      
operations declined from 5,9% to 4,0%, mainly due to the vehicle retailing      
operations, which contributed 58% of group revenue, but only 29% of group       
operating profit. Operating margins in logistics were largely maintained while  
margins in the car rental division were slightly down.                          
Net finance charges on continuing operations were 57,3% higher at R505 million. 
The main contributor to the increase is the fact that, in the comparative       
period, interest was recovered on all the funding to the discontinued           
operations, whereas in this period, interest was only recovered from            
discontinued operations on the recoverable portion of such funding, which was   
R1,7 billion lower. Fair value adjustments on interest rate swaps and higher    
interest rates also contributed to the increase.                                
Income from associates was marginally higher but included a 38,8% decline in the
contribution from Imperial Bank to R78 million. The contribution from Imperial  
Bank is viewed as satisfactory in a very challenging banking environment.       
Negative fair value adjustments were made in Ukhamba Holdings on its equity     
holdings in Eqstra Holdings Limited (Eqstra) and Distribution and Warehousing   
Network Limited. No losses were recognised in the current period from the       
Renault joint venture.                                                          
Earnings per share (EPS) amounted to 602 cents compared to a loss of 290 cents. 
The following exceptional items affected EPS:                                   
The current period included the profit on the disposal of Tourvest of R485      
million (261 cents),                                                            
A loss of R217 million (117 cents) on the disposal of ordinary shares in Eqstra 
which were received on the unbundling of Eqstra in respect of Imperial treasury 
shares.                                                                         
Inclusion in the comparative period of a provision for losses on the sale of the
bulk of the aviation division of R848 million (456 cents), and                  
A provision for losses on the discontinuation of the commercial vehicle assembly
and distribution business, Commercial Vehicle Holdings (CVH) of R690 million    
(371 cents).                                                                    
Net interest-bearing debt (excluding preference shares) at R7,9 billion is      
significantly lower than the R14,7 billion at December 2007, and shows a        
reduction of R547 million from the level at June 2008. Traditionally, debt      
levels are seasonally high in December. Net gearing stands at 74,6% compared to 
119,3% at December 2007 and 81,1% at June 2008. R1?003 million and R337 million 
were received on the disposals of Tourvest and the aviation business            
respectively and R227 million was received on the disposal of Eqstra shares.    
Business conditions in our markets                                              
Trading conditions in the motor retail market were extremely tough throughout   
the period, and deteriorated further towards the latter part. High interest     
rates added to the increased cost of living to make the affordability of vehicle
purchases difficult for consumers. In addition, in the latter half of the       
period, banks began to limit their lending in response to the global financial  
crisis. Volumes and margins in the motor retail and distribution businesses were
adversely affected as a significant portion of overhead costs in these          
businesses is fixed. The used car market proved to be more resilient than the   
new car market.                                                                 
Lower vehicle sales also reduced the premium flow in the group`s insurance      
businesses in addition to the pressures on profitability brought about by the   
introduction of the National Credit Act 18 months ago, as well as the weak      
equity markets.                                                                 
Although there was a slowdown in some sectors of our Southern African Logistics 
division, business volumes generally held up well, especially in the fast-moving
consumer goods (FMCG) sector. Lower fuel prices assisted margins and helped to  
ease the cost pressure for our customers.                                       
Whilst trading conditions for our European Logistics business were strong during
the earlier part of the period, conditions became very challenging during       
December particularly where we are exposed to heavy industries and motor vehicle
manufacturing.                                                                  
The tourism and travel market was tough and had a negative effect on our car    
rental operations. The global financial crisis resulted in fewer foreign        
tourists visiting the country.                                                  
Discontinued operations                                                         
Major restructuring was undertaken during 2008 and was concluded during the     
period with the sale of the aviation division becoming unconditional.           
Discontinued operations now consist of the remaining gross assets of the        
aviation division and CVH of R852 million and R626 million respectively. Since  
June 2008 gross aviation assets reduced by R626 million and assets in CVH by    
R726 million. The investment in and loan to Tourvest were sold and collected.   
Liabilities associated with discontinued operations reduced by R1?717 million to
R640 million. We expect that by the end of the financial year, the sale of the  
CVH assets will be close to completion and that a further approximately R150    
million of the aviation assets will have been sold or realised. The balance of  
the aviation assets will be realised over the next five years. Acceptable       
returns are being earned on the carrying values of the remaining aviation       
assets.                                                                         
Balance sheet                                                                   
Gross assets declined by R2,7 billion since June 2008. The bulk of the decline  
was in the discontinued operations where the assets of Tourvest, as well as the 
aviation and CVH assets were reflected. Inventories declined by R390 million and
accounts receivable remained stable. However, trade payables and provisions for 
liabilities declined by R678 million. Investments and loans declined by R619    
million, mainly due to the drop in the value of equity investments in the       
insurance division as well as divestments from the portfolios.                  
The group invested a further R225 million of capital into Imperial Bank to      
support its growth and to align capital adequacy closer to the requirements of  
Basel 2.                                                                        
Cash flow                                                                       
Cash generated by operations more than doubled to R2?381 million which included 
R2 030 million from continuing operations. The improvement can mainly be        
attributed to better working capital management. A further R1 340 million in    
cash was received from the sale of Tourvest and the aviation division.          
Net capital expenditure of R1 173 million was incurred compared to R1 773       
million in the corresponding period. R509 million (2007: R1 303 million)        
represented expansion capital expenditure. All divisions contributed to the     
decrease in capital expenditure. The major part of the decline in expansion     
capital expenditure occurred in the vehicle retailing operations where new      
investment in dealership properties was curtailed and in the car rental division
where the strategy of slower replacement of vehicles for the Tempest fleet was  
implemented.                                                                    
The proceeds from the disposal of investments, including the disposal of        
equities in the insurance portfolios and the disposal of shares in Eqstra       
amounted to R315 million.                                                       
Dividends, repayment of long-term borrowings and hedging costs amounted to R915 
million.                                                                        
Vehicle sales                                                                   
In southern Africa, the group retailed 29?005 new and 26?069 used vehicles,     
respectively 65,5% and 81,4% of last year`s sales. The closure of several used  
car dealerships contributed to the decline in used vehicle sales. The group     
further sold 7 111 new vehicles to outside dealers as a distributor, a 26,6%    
decrease over last year. The Australian, Swedish and United Kingdom operations  
sold 6 295 new and 2 162 used vehicles, respectively 106,8% and 87,3% of last   
year`s sales.                                                                   
Expansion of the group during the year                                          
The only sizeable acquisition during the period was the acquisition of Hansmann,
a logistics provider to Volkswagen in Wolfsburg in Germany. In the Southen      
African Logistics division, Tip Trans, a transporter of bulk materials was      
acquired, as well as the minority shareholdings in Liebentrans, Beekman Canopies
in the motor dealerships division and SA Warranties in the insurance division.  
DIVISIONAL REPORTS                                                              
Logistics                                                                       
Southern African Logistics                                                      
2008           2007          %                          
Revenue                  5 308          4 618         14,9                      
Operating profit         418            368           13,6                      
Operating assets         6 572          6 791         (3,2)                     
Operating margin         7,9%           8,0%                                    
The Southern African Logistics division performed well by limiting the decline  
in its margins and strongly growing its revenue. The division`s high exposure to
the FMCG market stood it in good stead, as this segment has proven to be less   
affected by the serious economic downturn which we currently experience. The    
division has a well balanced portfolio of businesses which can benefit from     
changing spending patterns towards more affordable products.                    
The division has a limited exposure to the transportation of mining produce and 
containers, which declined sharply. However, our exposure to weaker import and  
export volumes, steel, cement, industrial chemicals and residential building    
materials, is larger and began to affect us in the latter part of the reporting 
period. We expect weak conditions to continue for the foreseeable future.       
Capital expenditure in the division was lower than last year and working capital
management has improved.                                                        
International Logistics                                                         
                        2008           2007          %                          
Revenue                  4 686          3 898         20,2                      
Operating profit         204            187           9,1                       
Operating assets         4 138          3 055         35,4                      
Operating margin         4,4%           4,8%                                    
These results compare to a seven-month trading period in the comparative period.
Trading conditions started well for our European operations but deteriorated    
markedly during December, especially in the steel and automotive sectors, which 
comprise a significant part of our customer base. Some auto plants were closed  
for up to four weeks over December and January and an important steel producing 
customer brought forward the scheduled maintenance on half of its plant to      
reduce its output.                                                              
The new acquisitions in automotive pre-assembly and parts supply as well as     
inland waterway shipping on the Danube performed well.                          
Whilst freight volumes in containers, dry bulk and manufactured materials such  
as steel and paper are currently well down on last year, some new markets are   
being entered. The difficult trading environment is also bringing new expansion 
and acquisition opportunities as competitors are weakened.                      
Car Rental and Tourism                                                          
                        2008           2007          %                          
Revenue                  1 337          1 362         (1,8)                     
Operating profit         163            186           (12,4)                    
Operating assets         2 224          2 232         (0,4)                     
Operating margin         12,2%          13,7%                                   
The decline in profits is largely due to weaker demand and lower fleet          
utilisation, especially in the foreign tourist market. Our relatively low       
exposure to this market shielded the division from further weakness. The used   
car market is also depressed due to an oversupply of used cars and a lack of    
adequate bank funding. However, our extensive infrastructure to retail fleet    
vehicles stood us in good stead in maintaining acceptable margins in the used   
car business.                                                                   
Rental rates held up to cover cost increases and accident and theft losses      
reduced. The tourism operations of Springbok Atlas and the coach touring        
businesses in Namibia grew profits despite an increase in bad debts.            
Demand for car rental services is benefiting from the infrastructure building   
process and preparation for the FIFA World Cup. Conferencing and upcoming sports
events, the Confederation Cup and Lions rugby tour will further support demand  
for car rental and coach chartering operations.                                 
Despite some positive factors in the second half of the year, we expect trading 
conditions to remain tough and we expect little or no uplift in used car sales  
and margins.                                                                    
Distributorships                                                                
                        2008           2007          %                          
Revenue                  7 061          7 754         (8,9)                     
Operating profit         182            427           (57,4)                    
Operating assets         6 869          6 925         (0,8)                     
Operating margin         2,6%           5,5%                                    
The results of Associated Motor Holdings were severely affected by the state of 
the motor market and the exchange rate. Wholesale unit sales were 26,6% down on 
the corresponding period and retail units were 41,5% down. Decisive measures are
being taken to correct the cost base for current conditions which led to the    
closure of 17 sales outlets and a reduction in staff by approximately 800       
people. Administration departments were rationalised where possible. The bulk of
the related closure costs were incurred during the period.                      
Trading conditions in our joint venture with Renault were also difficult, and we
agreed to advance a secured shareholder loan of R75 million to Renault SA.      
Sales in the Australian Ford dealerships have increased, but assisted by large  
car rental orders at low margins. The Australian operation returned a profit,   
but was boosted by a R25 million recovery of VAT which was previously expensed. 
National Airways Corporation (NAC), the general aviation sales and service      
operation traded well and improved its profit, assisted by improved efficiencies
and the weaker rand. Inventories and working capital were reduced.              
The auto parts business housed in this division effected a turnaround from a    
loss last year. However, further improvements in volumes and margins are        
required to achieve ongoing acceptable returns.                                 
The division will remain under pressure from the depressed motor vehicle market,
the weaker rand and a steep reduction in demand for privately owned aircraft.   
Dealerships                                                                     
                        2008           2007          %                          
Revenue                  9 496          9 958         (4,6)                     
Operating profit         151            223           (32,3)                    
Operating assets         5 288          5 055         4,6                       
Operating margin         1,6%           2,2%                                    
Maintaining the operating margin at 1,6% in current conditions was satisfactory.
The drop in profit can be ascribed to the cost base which cannot be reduced in  
line with lower sales volumes. Parts, accessories and workshop operations       
improved and grew their gross profits.                                          
The focus remains on operational improvements and cost control, although        
significant closure costs were incurred during the period. While nine           
unprofitable outlets were closed, the dealer portfolio is constantly being      
improved through rationalisation and modest expansion into areas which offer    
better trading prospects.                                                       
The lower demand for vehicles was exacerbated later in the period by banks      
reducing lending to the consumer market.                                        
The performance of the commercial vehicle segment was good, where we expanded   
capacity. Medium and heavy commercial vehicle sales held up well in the first   
half of the period. However, sales also began to decline later in the period.   
The DAF and LDV truck dealerships in the UK are under close scrutiny as that    
economy is currently being hard hit by the credit crunch. DAF is the leading    
commercial vehicle brand in Europe.                                             
The Nissan dealerships in Sweden performed satisfactorily.                      
Insurance                                                                       
                        2008           2007          %                          
Revenue                  1 454          1 317         10,4                      
Operating profit         77             202           (61,9)                    
Operating assets         3 925          4 185         (6,2)                     
Operating margin         5,3%           15,3%                                   
Negative fair value adjustments in the share portfolios of the division amounted
to R110 million (2007: R5 million) due to the weak performance of equity        
markets.                                                                        
Regent Insurance increased its underwriting result by 17,0% to R87 million,     
following strong contributions from commercial and heavy commercial vehicles as 
well as credit shortfall products. The result from passenger and light          
commercial vehicle comprehensive insurance was disappointing.                   
The Regent Life group incurred an underwriting loss of R27 million, which       
included an underwriting profit of R26 million from its Botswana unit. We do not
believe the results from Botswana to be sustainable at its current exceptionally
strong level. The poor performance by the life assurance segment was caused by  
several factors, including new business strain in the build-up of the monthly   
premium book following the introduction of the National Credit Act (NCA), which 
terminated the writing of single premium business. The comparative period       
benefited from a higher release of profit from the single premium book than the 
current period. New business strain is also being experienced in the individual 
life book. The combined effect of these factors amounted to approximately R50   
million. Credit life policy surrenders continued to be high, although lower than
the previous period.                                                            
At our previous reporting date we indicated that the recovery of our insurance  
division will take some time. We are satisfied with the progress made subsequent
to the restructuring of this business and after the merger of the two entities. 
Restructuring costs were incurred during the period, but we expect long term    
savings to be achieved.                                                         
In order to reduce the volatility in the insurance division`s results, we       
decided early in the financial year to commence reducing the exposure to        
equities in a gradual process.                                                  
Skills development and corporate social investment                              
Imperial Holdings has made a significant commitment to the development of our   
staff as we believe it will ensure sustainable high levels of performance by our
group and advance previously disadvantaged employees. Technical training and    
leadership initiatives in the group progressed further during the period and the
second motor apprentice technical training facility of the group is due for     
completion in Germiston in May this year at a cost of R24 million. This facility
will provide apprentice training for petrol, diesel as well as motorbike        
mechanics. It will also act as an accredited trade test centre for the industry 
at large. Despite the downturn in the motor industry a shortage of fully trained
technicians still exists in our industries and these initiatives will make a    
meaningful contribution in this field. We have also introduced a comprehensive  
management development programme for the automotive retail businesses of the    
group with a high participation level from black middle management. The         
programme will equip managers to meet the challenges in the motor industry. Our 
educational programmes are aligned to MERSETA requirements in order to gain     
maximum recognition through the National Qualifications Framework (NQF).        
Driver training, health and road safety is of paramount importance to our group 
because we are significant users of our roads. Through our associate company    
Ikaheng, we train approximately 370 drivers per annum. We project manage and    
sponsor a large number of roadside wellness centres and mobile clinics          
throughout southern Africa.                                                     
The Imperial Ukhamba Community Development Trust is the group`s flagship        
community development initiative focusing on primary education in poor areas. It
supports three schools in under-privileged parts of Gauteng and has spent over  
R11 million at these schools. The projects have achieved significant progress in
terms of numeracy and supports 3?300 learners in terms of curriculum            
development, textbooks, teacher training and the construction of much needed    
infrastructure.                                                                 
Dividend                                                                        
An ordinary dividend of 80 cents per share has been declared at the interim     
stage. The amount of the final dividend will be considered at the time with due 
regard to all the prevailing circumstances.                                     
Strategic intentions                                                            
Following the restructuring concluded last year, the re-balancing of our        
portfolio and optimal capital allocation are currently receiving attention. The 
disposals of Tourvest and aviation and the unbundling of Eqstra have rendered   
the group stronger but more cyclical than before. It also raised the prominence 
of the motor vehicle retailing component, which increased the potential         
volatility in earnings and our exposure to economic cycles which are outside of 
the board`s control.                                                            
The board approved a strategy to limit the group`s relative exposure to the     
motor retailing industry. Whilst no divestitures from the motor portfolio are   
planned, further investments in the logistics industry and selected areas in the
tourism industry will be favoured.                                              
The board will also assess the capital adequacy of the group throughout this    
turbulent period while balancing shareholder remuneration, growth and financial 
prudence. We have no capital market redemption obligations before August 2010   
and we have substantial long term undrawn liquidity facilities available. Under 
the current unpredictable economic conditions, the board regards the importance 
of the group`s ongoing financial strength and liquidity as paramount.           
Prospects                                                                       
The depth and duration of the global economic crisis is uncertain. The impact of
the crisis is currently more pronounced in the USA, the UK and continental      
Europe than in South Africa, but a further decline in the positive growth in the
South African economy is likely. Under such circumstances, the difficult trading
that we are currently experiencing in the majority of our divisions will        
certainly continue until confidence in economic prospects return. The recent 150
basis point reductions in the prime lending rate will relieve pressure on the   
financial health of consumers, as will the reduction in the fuel price. However,
we do not believe that a recovery in new vehicle sales will occur in the near   
future.                                                                         
Extremely weak conditions are being experienced in Europe and will continue for 
the remainder of the year. Although more resilient due to its FMCG exposure, our
Southern African Logistics business is also expected to experience a softening  
in many of its markets. Industrial action is expected in the transport sector,  
which could have a negative effect on earnings in the division.                 
We expect that the underwriting results of our short term insurance unit will   
remain healthy, while a return to acceptable underwriting results in the life   
company will take more time.                                                    
Whilst elements of the car rental and tourism division are exposed to weak      
sectors such as local and foreign tourist volumes, as well as the weakening     
domestic economy, we expect that events such as the Confederations Cup, the     
Lions rugby tour and the 2010 FIFA World Cup would support the division`s       
performance.                                                                    
When normality returns to global financial markets and the real economy,        
Imperial will be well positioned to take early advantage of an upswing, as our  
cost base has been well trimmed without the loss of operating capacity.         
In view of the aforesaid, we believe that the second half of our financial year 
will be more difficult than the first half.                                     
Forward looking statements                                                      
To the extent that any information provided may be of a forward looking nature, 
such information has not been reviewed or reported on by the auditors in terms  
of either paragraph 3.4 (b)(vi)(1)(aa) or paragraph 3.4 (b)(vi)(1)(bb) of the   
Listings Requirements.                                                          
By order of the board                                                           
T Gcabashe, Chairman                                                            
H Brody, Chief Executive                                                        
AH Mahomed, Financial Director                                                  
Declaration of distributions                                                    
Preference shareholders and ordinary shareholders                               
Notice is hereby given that:                                                    
    -    a preference dividend of R5,8171 per preference share has been         
declared payable to holders of non-redeemable, non-participating       
         preference shares; and                                                 
    -    an ordinary dividend in an amount of 80 cents per ordinary share has   
         been declared payable to ordinary shareholders.                        
The company has determined the following salient dates for the payment of the   
preference dividend and ordinary dividend:                                      
                                                            2009                
Last day for preference shares and ordinary shares                              
respectively to trade cum preference dividend and                               
cum ordinary dividend respectively                           Friday, 20 March   
Preference and ordinary shares commence trading                                 
ex preference dividend and ex ordinary dividend respectively Monday, 23 March   
Record date                                                  Friday, 27 March   
Payment date                                                 Monday, 30 March   
Share certificates may not be dematerialised/rematerialised between Monday, 23  
March 2009 and Friday, 27 March 2009, both days inclusive.                      
On Monday, 30 March 2009, amounts due in respect of the preference dividend and 
the ordinary dividend will be electronically transferred to the bank accounts of
certificated shareholders that utilise this facility. In respect of those who do
not, cheques dated 30 March 2009 will be posted on or about that date.          
Shareholders who have dematerialised their shares will have their accounts, held
at their CSDP or broker, credited on Monday, 30 March 2009.                     
In terms of the Exchange Control Regulations of the Republic of South Africa,   
cash payments based on emigrants` shares controlled in terms of the Exchange    
Control Regulations will be forwarded to an authorised dealer in foreign        
exchange controlling their blocked assets. The elections by emigrants for the   
above purpose must be made through the authorised dealer in foreign exchange    
controlling their blocked assets. Payments due to non-residents are freely      
transferable from the Republic.                                                 
Preferred ordinary shareholders (unlisted)                                      
Notice is hereby further given that a dividend of 267,5 cents per preferred     
ordinary share has been declared and is payable to preferred ordinary           
shareholders recorded in the registers of the company at the close of business  
on Thursday, 26 March 2009.                                                     
On Friday, 27 March 2009 the dividend will be electronically transferred to the 
bank accounts of preferred ordinary shareholders.                               
On behalf of the board                                                          
RA Venter                                                                       
Group Company Secretary                                                         
25 February 2009                                                                
For segmental information please go to our website at www. Imperial.co.za       
Non-executive directors                                                         
TS Gcabashe (Chairman), S Engelbrecht, P Langeni, MJ Leeming,                   
AH Mahomed, GW?Riemann (German)                                                 
Company Secretary                                                               
RA Venter                                                                       
Business address and registered office                                          
Imperial Place, Jeppe Quondam, 79 Boeing Road East, Bedfordview, 2007           
Share transfer secretaries                                                      
Computershare Investor Services (Proprietary) Limited, 70 Marshall Street,      
Johannesburg, 2001                                                              
Sponsor                                                                         
Merrill Lynch SA (Pty) Limited, 138 West Street, Sandown, Sandton, 2196         
Date: 25/02/2009 07:05:05 Produced by the JSE SENS Department.                  
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