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Thu 27 Aug 2009, 17:03 BSR - Basil Read Holdings Limited - Unaudited Results for the Six Months Ended
BSR
BSR                                                                             
BSR - Basil Read Holdings Limited - Unaudited Results for the Six Months Ended  
30 June 2009                                                                    
BASIL READ HOLDINGS LIMITED                                                     
Incorporated in the Republic of South Africa                                    
(Registration number 1984/007758/06)  ("Basil Read" or "the group")             
ISIN: ZAE000029781 & Share code: BSR                                            
www.basilread.co.za                                                             
Unaudited results for the six months ended 30 June 2009                         
REVENUE UP 47%                                                                  
OPERATING PROFIT UP 43%                                                         
HEADLINE EARNINGS PER SHARE UP 35%                                              
ORDER BOOK OF R6,2 BILLION                                                      
SUMMARISED CONSOLIDATED INCOME STATEMENT                                        
                                 Unaudited      Unaudited     Audited           
                                 6 months       6 months      12 months         
30 June        30 June       31 December       
                                 2009           2008          2008              
                                 R`000          R`000         R`000             
Revenue                            2 073 897      1 411 455     3 474 831       
Operating profit for the period    181 808        126 893       308 390         
Net finance income/(costs)         36             (8 893)       (12 314)        
Share of profits from associates   25             57            85              
Profit for the period before       181 869        118 057       296 161         
taxation                                                                        
Taxation                           (59 277)       (32 123)      (90 319)        
Profit for the period after        122 592        85 934        205 842         
taxation                                                                        
Profit for the period                                                           
attributable to the following:                                                  
Equity shareholders of the         122 116        85 552        204 516         
company                                                                         
Minority interest                  476            382           1 326           
Net profit for the period          122 592        85 934        205 842         
Earnings per share (cents)         141,21         113,14        265,44          
Diluted earnings per share         141,21         111,46        262,12          
(cents)                                                                         
Ordinary dividend per share        58,00          50,00         50,00           
(cents)                                                                         
SUMMARISED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                       
Unaudited      Unaudited     Audited           
                                 6 months       6 months      12 months         
                                 30 June        30 June       31 December       
                                 2009           2008          2008              
R`000          R`000         R`000             
Net profit for the period          122 592        85 934        205 842         
Other comprehensive income for     (11)           16 159        34 736          
the period, net of tax                                                          
Share based payment - equity       5 043          15 437        30 933          
settled                                                                         
Movement in foreign currency       (5 054)        722           3 792           
translation reserve                                                             
Disposal of available-for-sale    -              -              66              
financial asset                                                                 
Movement in fair value adjustment -              -              (55)            
reserve                                                                         

Total comprehensive income for     122 581        102 093       240 578         
the period                                                                      
Total comprehensive income for                                                  
the period attributable to                                                      
the following:                                                                  
Equity shareholders of the         122 105        101 711       238 812         
company                                                                         
Minority interest                  476            382           1 766           
Total comprehensive income for     122 581        102 093       240 578         
the period                                                                      
SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION                         
Unaudited      Unaudited     Audited           
                                 6 months       6 months      12 months         
                                 30 June        30 June       31 December       
                                 2009           2008          2008              
R`000          R`000         R`000             
ASSETS                                                                          
Non-current assets                 912 807        694 141       960 792         
Property, plant and equipment      726 302        589 462       761 470         
Intangible assets                  145 813        41 252        143 907         
Investments in jointly controlled  12 001         11 949        12 001          
entities                                                                        
Investments in associates          171            21 638        21 579          
Available-for-sale financial       2              208           2               
assets                                                                          
Deferred income tax asset          28 518         29 632        21 833          
Current assets                     1 789 506      1 117 121     1 515 927       
Inventories                        220 847        19 798        80 674          
Trade and other receivables       633 639         499 990       411 804         
Work in progress                  118 957         120 434       73 902          
Investments in jointly controlled  1 351         -              705             
entities                                                                        
Current income tax asset           9 823          9 280         5 085           
Cash and cash equivalents          804 889        467 619       943 757         
Non-current assets held-for-sale   48 055        -             -                
2 750 368      1 811 262     2 476 719        
EQUITY AND LIABILITIES                                                          
Capital and reserves              864 042        421 450       792 073          
Stated capital                    466 138        233 996       466 134          
Retained income                   392 600        181 070       315 607          
Other reserves                     2 757          4 730         7 811           
Minority interests                2 547          1 654         2 521            
Non-current liabilities           255 192        201 337       348 150          
Interest-bearing borrowings       180 900        163 555       264 249          
Other borrowings                  39 378         20 705        38 811           
Provisions for other liabilities  -               3 846         5 405           
and charges                                                                     
Deferred income tax liability     34 914         13 231        39 685           
Current liabilities               1 609 961      1 188 475     1 336 496        
Trade and other payables          855 193        763 264       688 906          
Amounts due to customers          395 867        202 396       335 894          
Current portion of borrowings      254 873        99 689        155 646         
Provisions for other liabilities   64 828         75 814        69 805          
and charges                                                                     
Current income tax liability       39 200         47 312        86 245          
Liabilities directly associated   21 173         -             -                
with non-current assets                                                         
classified as held-for-sale                                                     
                                 2 750 368      1 811 262     2 476 719         
STATEMENT OF CHANGES IN EQUITY                                                  
                                 Unaudited      Unaudited     Audited           
                                 6 months       6 months      12 months         
                                 30 June        30 June       31 December       
2009           2008          2008              
                                 R`000          R`000         R`000             
Issued capital                                                                  
Ordinary share capital                                                          
Balance at the beginning of the    466 134        233 954       233 954         
period                                                                          
Issued to share incentive scheme   4              42            42              
(net of treasury shares)                                                        
Acquisition of subsidiary         -              -              52 581          
Private placement                 -              -              179 557         
Balance at the end of the period   466 138        233 996       466 134         
Retained income                                                                 
Balance at the beginning of the    315 607        117 901       117 901         
period                                                                          
Total comprehensive income for     127 159        100 989       235 009         
the period                                                                      
Transactions with minorities      -              -              517             
Dividend declared                  (50 166)       (37 820)      (37 820)        
Balance at the end of the period   392 600        181 070       315 607         
Other reserves                                                                  
Balance at the beginning of the    7 811          4 008         4 008           
period                                                                          
Total comprehensive income for     (5 054)        722           3 803           
the period                                                                      
Balance at the end of the period   2 757          4 730         7 811           
Minority interests                 2 547          1 654         2 521           
SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS                                 
                                 Unaudited      Unaudited     Audited           
6 months       6 months      12 months         
                                 30 June        30 June       31 December       
                                 2009           2008          2008              
                                 R`000          R`000         R`000             
Operating cash flow                277 125        213 233       490 382         
Movements in working capital       (110 827)      56 813        211 708         
Net cash generated by operations   166 298        270 046       702 090         
Net finance costs                  36             (8 893)       (12 314)        
Dividends paid                     (50 616)       (38 608)      (38 423)        
Taxation paid                      (126 642)      (41 702)      (52 159)        
Cash flow from operating           (10 924)       180 843       599 194         
activities                                                                      
Cash flow from investing           (48 044)       (80 198)      (171 681)       
activities                                                                      
Cash flow from financing           (74 681)       (67 797)      81 473          
activities                                                                      
Movement in cash and cash          (133 649)      32 848        508 986         
equivalents                                                                     
Cash and cash equivalents at the   943 757        434 771       434 771         
beginning of the period                                                         
Cash and cash equivalents at the   810 108        467 619       943 757         
end of the period                                                               
Included in cash and cash          804 889        467 619       943 757         
equivalents as per the balance                                                  
sheet                                                                           
Included in the assets of the      5 219         -             -                
disposal group                                                                  
                                  810 108        467 619       943 757          
SUMMARISED CONSOLIDATED SEGMENT REPORT                                          
                         Operating    Operating   Operating    Operating        
            Revenue      profit       margin      margin       margin           
            30 June      30 June      30 June     30 June      31 December      
2009         2009         2009        2008         2008             
            R`000        R`000        %           %            %                
Construction  1 703 085    128 275      7,53        8,07         6,36           
Mining        339 706      51 031       15,02       11,54        17,30          
Developments  31 106       2 502        8,04        16,76        17,48          
Total         2 073 897    181 808      8,77        8,99         8,87           
ADDITIONAL INFORMATION TO THE ANNUAL FINANCIAL STATEMENTS                       
                                 Unaudited      Unaudited     Audited           
6 months       6 months      12 months         
                                 30 June        30 June       31 December       
                                 2009           2008          2008              
Number of shares in issue (`000)   86 476         75 619        86 472          
Headline earnings per share        153,66         113,98        267,04          
(cents)                                                                         
Diluted headline earnings per      153,66         112,29        263,71          
share (cents)                                                                   
Reconciliation of basic earnings   R `000         R `000        R `000          
to headline earnings                                                            
Basic earnings                     122 116        85 552        204 516         
Adjusted by:                                                                    
- Loss on sale of available-for-  -              -              48              
sale financial asset                                                            
- Loss on sale of subsidiary       130           -             -                
-(Profit)/loss on sale of          (1 102)        638           (1 115)         
property, plant and equipment                                                   
- Impairment of goodwill          -              -              2 304           
- Impairment of assets in          11 737        -             -                
disposal group                                                                  
Headline earnings                  132 881        86 190        205 753         
Reconciliation between weighted   `000           `000          `000             
average number of shares and                                                    
diluted average number of shares                                                
Weighted average number of shares 86 476         75 619        77 049           
Adjusted by - Share Incentive     -              1 135         974              
Scheme                                                                          
Diluted average number of shares  86 476         76 754        78 023           
Net asset value per share (cents) 999,17         557,34        915,99           
Net tangible asset value per       830,55         502,78        749,57          
share (cents)                                                                   
Capital expenditure for the        80 941         178 339       388 128         
period (R`000)                                                                  
Depreciation (R`000)              86 922         69 927        145 038          
Amortisation of intangible asset  4 502          234           4 947            
(R`000)                                                                         
COMMENTARY                                                                      
These condensed consolidated interim financial statements have been prepared    
in accordance with International Financial Reporting Standards ("IFRS"),        
IAS34: "Interim Financial Reporting", the South African Companies Act, as       
amended, and the JSE Listings Requirements. The principal accounting policies   
used in the preparation of the unaudited results for the period ended 30 June   
2009 are consistent with those applied for the year ended 31 December 2008 and  
for the unaudited results for the six months ended 30 June 2008 in terms of     
IFRS.                                                                           
OVERALL REVIEW                                                                  
In a period characterised by global financial turmoil and discouraging local    
economic data confirming that South Africa is in a recession, Basil Read has    
produced a sound set of results in the six months to June 2009. Continuing in   
an expansionary phase, the group has maintained a steady trajectory of organic  
growth and is in the process of acquiring a strategically important investment  
confirming its goal of becoming a R10 billion turnover group by 2013.           
The board is proud to report sustained growth, with operating profit of R181,8  
million (June 2008: R126,9 million), a notable increase of 43%. This            
translated into an operating margin of 8,8% (June 2008: 9,0%). Turnover         
increased by 47% to R2,1 billion (June 2008: R1,4 billion) with net profit      
attributable to ordinary shareholders increasing by 43% to R122,1 million       
(June 2008: R85,6 million). Net margin was unchanged from December 2008 at      
5,9% (June 2008: 6,1%).                                                         
Operating cash flow was satisfactory at R277,1 million (June 2008: R213,2       
million) and was utilised to fund working capital, for investing activities     
and to reduce debt levels. Working capital requirements increased in the        
period under review as debtors terms extended due to the prevailing economic    
environment and money was invested in property developments, classified as      
development land held for sale as part of inventory. Development land           
comprises land held for the purposes of property development and subsequent     
resale.                                                                         
A sizeable amount of taxation was paid in the six months to June 2009 as the    
group`s assessed losses of prior years were completely used. The group tax      
rate is an effective 32,6% due to share based payment expenses disallowed for   
tax purposes and the effects of secondary taxation on companies relating to     
the dividend paid. The group expects the effective tax rate to remain high for  
the remainder of the year where after it should normalise to approximate the    
current promulgated company tax rate of 28%.                                    
Cash on hand now stands at R810,1 million (June 2008: R467,6 million) with the  
debt equity ratio at a modest 25,5% (June 2008: 43,7%).                         
The group experienced significant balance sheet growth, with total assets at a  
level of R2,8 billion (June 2008: R1,8 billion), and considers the balance      
sheet to be appropriately structured to enable further growth.                  
The group secured new contracts in the period under review in the amount of     
R2,0 billion (June 2008: R2,8 billion) and the order book is a healthy R6,2     
billion (June 2008: R5,4 billion). Commensurate with the growth of the group,   
and in line with its strategic intentions, Basil Read has successfully          
targeted large scale contracts, with several under negotiation.                 
International opportunities abound and while the group has yet to make an       
international acquisition, several expansionary activities are being explored   
across Africa, the Middle East and Australia. While the global outlook for      
growth remains slow, opportunities for infrastructural development exist in     
various countries and Basil Read will look to join forces with international    
partners to obtain a share of the work on offer.                                
Locally, the group is in the process of acquiring the Gerolemou/Mvela group     
for a total purchase consideration of R360 million. The current order book of   
the targeted group is R1,2 billion. Competition Commission approval for the     
transaction was granted in early August with the general meeting to obtain      
shareholder approval scheduled for 8 September 2009.                            
The performance of Stone and Allied Industries Limited, an operator in the      
aggregate business with static crushers erected on mine dumps mainly in the     
Free State and North West provinces, remained disappointing and the company     
continued to be a loss-making operation. Given the rapid expansion of the       
group, Stone and Allied is no longer considered of strategic importance and     
was effectively disposed of in July 2009. Impairments relating to the disposal  
amount to R11,7 million in the period under review and no further losses are    
anticipated in the second half of the year.                                     
Following on from recent years, which have been characterised by significant    
investment in new plant to revitalise the group`s fixed asset base,             
substantially less plant was invested in, in the six months under review. New   
plant worth R80,9 million (June 2008: R178,3 million) was acquired. Total       
capital expenditure budgeted for in the 2009 financial year is R150 million.    
At the reporting date, the group had issued guarantees in the amount of R1,4    
billion (June 2008: R1,2 billion). These guarantees have arisen in the          
ordinary course of business and it is not expected that any loss will arise     
out of the issue of these guarantees.                                           
During 2008, the group registered a R1 billion medium-term note programme on    
the Bond Exchange of South Africa. Although this programme had not been         
utilised at the reporting date, Basil Read has subsequently raised R225         
million against this facility during the month of August to fund the            
acquisition of the Gerolemou/Mvela group. If the transaction is approved, the   
Basil Read group will have a combined order book of R7,4 billion.               
The group continued with its commitment to transformation and the main          
operating company, Basil Read (Pty) Limited, was re-certified as a level 4 B-   
BBEE contributor in terms of the Construction Sector Charter, which means that  
our clients can accumulate 100% of their expenditure with us towards their own  
scorecard. Attention remains focused on improving our scores in all areas,      
particularly management control, employment equity and skills development, in   
order for us to achieve our stated target of achieving level 3 status in 2010.  
To aid with our transformation goals, particularly relating to enterprise       
development, Basil Read restructured the shareholding of BR-Tsima Construction  
(Pty) Limited to incorporate two BEE partners. Basil Read will continue to      
assist and support BR-Tsima, managed by Bafana Ndendwa, to ensure that the      
black-owned entity will be successful.                                          
Basil Read is also monitoring the progress of middle to senior black            
management within the group and continues to provide support and mentoring to   
all previously disadvantaged individuals in the group`s employ.                 
OPERATIONAL REVIEW                                                              
SAFETY, HEALTH, ENVIRONMENTAL, RISK MANAGEMENT AND QUALITY                      
As part of our commitment to safety, health, the environment, risk management   
and quality ("SHERQ"), Basil Read is in the process of attaining ISO14000       
certification. A stage one assessment was successfully concluded in June 2009   
and the group was commended for the progress made towards the certification.    
The stage two final assessment will take place in November 2009.                
To reinforce our commitment towards reducing our environmental footprint and    
in support of the group`s other efforts, solar panels are in the process of     
being installed at our head office to supplement our daily electricity usage.   
It is envisaged that the solar panels will contribute 50 kwH towards our daily  
usage of 250 kwH (20%) affording a monthly saving in electricity costs.         
Safety is a key focus area for the group. The disabling injury frequency rate   
("DIFR") was a low 0,58 for the period under review. Unfortunately, we          
suffered three fatalities at our roads sites which emphasises the need to       
continually train and teach staff regarding the various hazards associated      
with construction sites. A comprehensive industrial theatre road show was       
launched in the second quarter, performed in three of the country`s official    
languages, to remind staff that Basil Read considers the safety and well-being  
of all staff as paramount to its success and to highlight the need for workers  
to stay alert and attentive to what is going on around them.                    
CONSTRUCTION                                                                    
Basil Read`s largest division continued to perform well in the review period    
and reported revenue of R1,7 billion (June 2008: R1,1 billion) with operating   
profit of R128,3 million (June 2008: R86,8 million). The order book remains     
robust at a level of R5,0 billion (June 2008: 4,2 billion).                     
The group successfully secured numerous contracts including further roads       
contracts valued at R1 billion. Established as a market leader in the local     
economy, the roads division is set to use its expertise in the international    
market as it seeks to secure contracts outside of South Africa`s borders,       
partnering with local contractors.                                              
Roadcrete Africa (Pty) Limited, acquired during the 2008 financial year, has    
been successfully integrated into the Basil Read stable of companies and        
continues to perform well. Focusing on township infrastructure and related      
bulk services, Roadcrete was awarded two new contracts in excess of R675        
million in the period under review.                                             
One of these projects is the upgrading of Malibongwe Drive between the N14 and  
Lanseria. The project involves the expansion of the road into a dual            
carriageway and should be substantially completed by 2011. The other project    
is a 22 month contract to reconstruct and rehabilitate the R30 between Glen     
Lyon and Brandfort.                                                             
Further contracts were secured by the group`s subsidiary, Newport               
Construction, in the Coega Development Zone in Port Elizabeth. Projects         
include the construction of the Brickmakerskloof Bridge.                        
The pending acquisition of the Gerolemou/Mvela group is set to further bolster  
the construction division. Significant synergies are expected to be realised    
through the considerable experience of the management team and their 27 year    
established reputation in the buildings industry. The pro-forma earnings        
enhancement of the acquisition is 28,21 cents and the soon to be acquired       
group is cash generative and debt-free.                                         
The Regent in Morningside, an upmarket apartment block, is expected to be       
completed in September 2009. The building consists of two parking basements,    
eight floors consisting of apartments and a multi-storey ninth floor            
comprising high-end penthouses.                                                 
Weskus Mall, situated on Saldanha Road, between Vredenburg and Saldanha was     
completed in only 17 months, despite being faced with extreme weather           
conditions. The mall was completed in March 2009, and is the largest shopping   
centre in the area.                                                             
Contracts secured in the period under review include the OR Tambo,              
Rhodesfield, Marlboro and Hatfield stations as part of the Gautrain project.    
Total contract value for all four stations is R100 million. Basil Read has      
already been awarded projects totalling R240 million taking the group`s awards  
relating to the Gautrain project to R340 million. Work also commenced on the    
Cosmo City flats. The flats comprise 281 units, split between one- and two-     
bedroomed configurations, and are aimed at low- to middle-income earners.       
The division is actively pursuing private-public partnerships ("PPPs") in       
joint venture with various partners. This type of business model enables the    
group to partner with larger teams of architects and other development          
partners, in the process developing skills and creating jobs.                   
The recent strike action by all roads and civil engineering labour, as rates    
of pay and working conditions were reviewed, was satisfactorily resolved        
without significant disruption to planned work programmes. The group remains    
on track with its commitments to complete the stadium and infrastructure        
contracts relating to the 2010 FIFA World Cup.                                  
MINING                                                                          
The mining division performed well in the year to June 2009, contributing       
revenue of R339,7 million (June 2008: R355,7 million) and operating profit of   
R51,0 million (June 2008: R35,9 million). Despite pressure on commodity         
prices, the division`s order book remains promising at a level of R1 billion    
(June 2008: R1 billion).                                                        
Work at the Rossing Uranium mine in Namibia, for owner Rio Tinto, is ongoing.   
The mine is considered one of the safest in Africa and Basil Read prides        
itself on its contribution to the safety record.                                
The division continues to work at Venetia diamond mine, near Musina. Operated   
by De Beers, the mine is South Africa`s largest diamond producer.               
Debswana`s cancellation of mining activities in Botswana in the early part of   
2009 resulted in the cancellation of the Damtshaa contract. Mutually            
acceptable termination conditions and compensation were agreed upon.            
The mining division replaced the above contract through the award of a two      
year contract on a local magnetite mine valued at R180 million that commenced   
during August 2009. The division is negotiating a further contract to the       
value of R360 million. Negotiations are expected to be concluded during the     
third quarter of 2009. This contract has been excluded from the division`s      
order book.                                                                     
DEVELOPMENTS                                                                    
The developments division continued to be a stable performer with revenue of    
R31,1 million (June 2008: R24,7 million) and operating profit of R2,5 million   
(June 2008: R4,1 million). Operating margin halved from 16,8% in June 2008 to   
8,0% at June 2009. This contraction of margins is largely due to professional   
fees paid to technical advisors for work performed relating to existing         
developments that are yet to break ground. Preliminary expenses are typical to  
this type of project due to the long lead times to bring the project to         
fruition.                                                                       
The division continues to work on numerous projects around the country with     
several expected to break ground in the coming year. The strategic importance   
of this division will then be realised as secondary work is generated for the   
group, particularly in the areas of roads and civil engineering. Some R3        
billion worth of work, which is currently excluded from the group`s order       
book, is expected to be generated over the life of current projects.            
Bulk services are near completion at the Klipriver Industrial Park and          
marketing of the development is well under way. Several sale agreements are in  
the process of being negotiated. The site is conveniently situated in the       
south of Johannesburg, next to the newly developed Heineken brewery.            
The division increased its investment in Sunset Bay Trading 282 (Pty) Limited   
to 100%, and the results of the company have been consolidated from 1 March     
2009. A preliminary purchase price allocation exercise was undertaken which     
will be finalised in the second half. Sunset Bay is responsible for the         
development of the St Micheils International Leisure Estate in Mpumalanga.      
The division recognises the importance of energy efficient design and the       
impact that "new town" developments have on the environment. As a result,       
Basil Read Green Projects was established during the 2008 financial year and    
currently has in excess of 500 000 saplings, which will be used to "green" the  
various projects under way.                                                     
PROSPECTS                                                                       
Basil Read continues to actively pursue growth, both organic and acquisitive,   
to build a company of critical mass for shareholders. Despite uncertain         
economic times, the trend of development, particularly in sub-Saharan Africa    
is expected to resume in the near future, even if the growth trajectory is      
flatter.                                                                        
Although government has committed to continued infrastructural spend, a         
definite delay in the roll out of projects has been noted. Budgetary            
constraints in certain municipalities create opportunities for the Basil Read   
group to partner with them in creating innovative ways of financing future      
projects, particularly relating to the group`s developments division.           
The private-public project model continues to evolve and remains a feasible     
method of undertaking larger contracts. Basil Read continues to forge long      
term and robust partnerships with international construction conglomerates and  
turnkey contractors, such as Bouygues, Sodexo and Alstom, which will serve us   
well when bidding on this type of project.                                      
Various PPP projects are in the pipeline, including government office blocks,   
mixed classification correctional centres and toll roads. Basil Read has pre-   
qualified for a number of these and has submitted bids, in joint venture,       
where applicable. Further bids are in the process of being compiled and will    
be submitted in due course. Combined construction value for the group`s         
targeted PPP`s is in excess of R15 billion.                                     
The group expects significant water supply projects to be offered for tender    
in the next few years. Some R30 billion worth of work is anticipated,           
specifically to supply water to the power plants that are currently under       
construction. The government has also committed to upgrading the water          
treatment and waste water treatment plants due to an urgent need to create      
additional capacity.                                                            
Internationally, the group is re-establishing a presence in the rest of         
Africa, in partnership with selected local contractors. Expansionary            
opportunities continue to be explored elsewhere, particularly in the Middle     
East and Australia, where Basil Read has held discussions with local partners   
with established reputations in their respective construction industries.       
Opportunities for acquisition will continue to be cautiously explored.          
On the back of a healthy balance sheet and effective management structure,      
Basil Read will adopt a prudent approach to managing the prevailing volatility  
to ensure the group can continue to grow in a controlled and structured         
manner.                                                                         
In addition, shareholders are referred to the cautionary announcement released  
on SENS on 11 August 2009, in which shareholders were advised that Basil Read   
and TWP Holdings Limited were in discussions regarding a possible merger.       
CORPORATE GOVERNANCE                                                            
The directors and senior management of the group endorse the Code of Corporate  
Practices and Conduct as set out in the King II report on Corporate             
Governance, Having regard for the size of the group, the board is of the        
opinion that the group substantially complies with the Code as well as with     
the Listings Requirements of the JSE Limited. The group performs regular        
reviews of its corporate governance policies and practices and strives for      
continuous improvement in this regard.                                          
At the group`s annual general meeting, held on 7 May 2009, Mr Bulelani Ngcuka   
resigned as chairman and non-executive director with immediate effect. Mr       
Lester Peteni was appointed as the new independent non-executive chairman of    
Basil Read, effective from 7 May 2009. Mr Peteni, who holds a BSc (Building     
Science) degree obtained from the University of Cape Town has substantial       
experience in the construction and property development industries.             
In compliance with the JSE Listings Requirement section 3.84(h), the group is   
pleased to welcome Mr Donny Gouveia to the board in his capacity as Financial   
Director.                                                                       
The board is pleased to further welcome Ms Given Refilwe Sibiya as an           
independent non-executive director, who was appointed on 1 July 2009. She is a  
qualified chartered accountant and in addition to her board responsibilities,   
will serve on the audit/risk committee.                                         
DIVIDENDS                                                                       
The board has reviewed the current period`s results together with the           
forecasts for 2009/10 and has decided not to declare an interim dividend.       
POST-BALANCE SHEET REVIEW                                                       
Basil Read has a R1 billion Domestic Medium-Term Note Programme registered in   
November 2008 with The Bond Exchange of South Africa.                           
On 6 August 2009 Basil Read raised R125 million under this programme. The note  
was listed on The Bond Exchange of South Africa on 12 August 2009 and bears     
interest at the 3-month ZAR-JIBAR-SAFEX rate plus 3,00%. Interest is payable    
quarterly and the capital sum is payable on 6 August 2010.                      
On 7 August 2009 Basil Read raised R100 million under this programme. The note  
was listed on The Bond Exchange of South Africa on 13 August 2009 and bears     
interest at the 3-month ZAR-JIBAR-SAFEX rate plus 2,90%. Interest is payable    
quarterly and the capital sum is payable on 6 August 2010.                      
On 7 August the 3-month ZAR-JIBAR-SAFEX was equal to 7,675%.                    
On behalf of the board                                                          
S L L Peteni (Chairman)                M L Heyns (Chief Executive Officer)      
27 August 2009                                                                  
Directors: S L L Peteni*+ (Chairman), M L Heyns (Chief Executive Officer), M D  
G Gouveia (Financial Director), L B Dyosi*, C P Davies*+,                       
S S Ntsaluba*, N Y September*+, A T Tlelai*, G R Sibiya*+                       
(* Non-executive, + Independent)                                                
Group Secretary: E Kruger                                                       
Registered office: 7 Brook Road, Lilianton, Boksburg, 1459                      
Auditors: PricewaterhouseCoopers Inc                                            
Transfer secretaries: Link Market Services South Africa (Pty) Limited           
Sponsor: Sasfin Capital (a division of Sasfin Bank Limited)                     
Date: 27/08/2009 17:03:01 Produced by the JSE SENS Department.                  
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