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Tue 5 Mar 2002, 0:00 WOOLTRU LTD
Share Code: WLO  ISIN Code: ZAE000007993
Share Code: WLN  ISIN Code: ZAE000008744
Share Code: WLOP ISIN Code: ZAE000008009
Share Code: WLP1 ISIN Code: ZAE000008017
Abridged Income statement
                                                 Unaudited         Note 14
                                             Six months ended   Year ended
                                                31 December        30 June
                                              2001       2002         2001
                                                     Restated     Restated
                                 Notes         Rm         Rm            Rm
Revenue                              3    1 188,6    1 696,9       2 887,1
   Continuing operations                      5,9       23,4          37,9
   Discontinuing operations                 182,7    1 673,5       2 849,2
Cost of sales                              (547,2)    (838,7)    (1 334,2)
Gross profit                                641,4      858,2       1 552,9
   Continuing operations                      5,9       23,4          37,9
   Discontinuing operations                 635,5      834,8       1 515,0
Depreciation and amortisation               (32,9)     (45,1)       (86,8)
Occupancy costs                            (101,1)    (147,8)      (266,1)
Employment costs                           (182,8)    (271,1)      (494,7)
Other operating costs                      (111,7)    (248,9)      (560,6)
Profit from operations                      212,9      145,3         144,7
   Continuing operations                     (2,1)      10,4         (2,3)
   Discontinuing operations                 215,0      134,9         147,0
Finance costs                               (16,0)     (39,5)       (75,2)
   Continuing operations                    (15,9)     (25,4)       (58,8)
   Discontinuing operations                  (0,1)     (14,1)       (16,4)
Share of associates and joint
   venture profit                     4     152,1      128,0         207,7
   Continuing operations                        -          -             -
   Discontinuing operations                 152,1      128,0         207,7
Net profit before exceptional items         349,0      233,8         277,2
Exceptional items                     5    (189,4)    (184,3)      (167,3)
   Continuing operations                    (24,6)     (54,0)       (83,0)
   Discontinuing operations                (164,8)    (130,3)       (84,3)
Net profit before taxation                  159,6       49,5         109,9
Taxation                                    (67,8)     (44,4)       (72,8)
   Continuing operations                        -          -         (0,4)
   Discontinuing operations                 (67,8)     (44,4)       (72,4)
Net profit after taxation                    91,8        5,1          37,1
Minority interests                          (60,5)     (51,2)      (108,8)
   Continuing operations                        -          -         (0,1)
   Discontinuing operations                 (60,5)     (51,2)      (108,7)
Net profit/(loss) attributable to
   ordinary shareholders                     31,3      (46,1)       (71,7)
   Continuing operations                    (42,6)     (69,0)      (144,6)
   Discontinuing operations                  73,9       22,9          72,9
Number of shares issued (millions)          475,9      475,9         475,9
Weighted average number
   of shares (millions)                     475,9      468,8         472,3
Earnings/(loss) per share (cents)             6,6       (9,8)       (15,2)
Diluted earnings/(loss) per share (cents)     6,0      (10,0)       (15,9)
Headline earnings per share (cents)   6      46,5       31,2          18,7
Headline loss per share from
   continuing operations (cents)      6      (2,8)      (1,5)        (8,5)
Special dividend (cents)                     15,0          -            -
   (Declared and paid after the
   accounting period)
Group analysis
                                                 Unaudited         Note 14
                                             Six months ended   Year ended
                                                31 December        30 June
                                              2001       2002         2001
                                                     Restated     Restated
                                 Notes         Rm         Rm            Rm
Segment revenue *                         1 188,6    1 696,9       2 887,1
Truworths International                     969,2      826,1       1 599,7
Topics                                      154,4      192,9         312,5
CAN                                             -      591,9         792,0
Properties                                   11,6       24,1          46,3
Wooltru (includes interest received)         10,8       41,1          75,3
Interest and dividends received and
   consolidation adjustments                 42,6       20,8          61,3
Segment result **                           365,0      273,3         352,4
Truworths International                     154,4      118,3         219,3
Topics                                        8,0      (22,3)       (37,8)
CAN                                             -        9,6       (104,5)
Properties                                    2,5       15,2          22,6
Wooltru (includes interest received
   and paid)                                 13,4)     (30,8)       (90,3)
Woolworths - associate company               83,8       68,2         123,2
Massmart - associate company                 73,3       57,9          84,5
Affinity Logic - joint venture               (5,0)       1,9             -
Interest and dividends received, interest
   paid and consolidation adjustments        61,4       55,3         135,4
*  Excludes interest and dividends received except where indicated.
**  Excludes interest and dividends received and interest paid except  where
indicated.
Abridged balance sheet
                                                 Unaudited         Note 14
                                             Six months ended   Year ended
                                                31 December        30 June
                                              2001       2002         2001
                                                     Restated     Restated
                                 Notes         Rm         Rm            Rm
ASSETS
Non-current assets                        2 216,9    2 423,5       2 249,4
Property, plant and equipment               315,6      596,4         344,9
Investment in associates         4 & 8    1 620,6    1 456,3       1 503,2
Other investments                    8       36,6       20,4          57,7
Loans                                       242,9      343,7         340,6
Deferred tax                                  1,2        6,7           3,0
Current assets                            1 299,9    1 648,9       1 458,4
Inventories                                 217,2      549,4         255,1
Trade and other receivables                 753,4      821,2         841,5
Bank balances and cash equivalents          329,3      278,3         361,8
Total assets                                516,8    4 072,4       3 707,8
EQUITY AND LIABILITIES
Equity                                    2 901,0    2 851,8       2 775,5
Ordinary shareholders' interest           2 459,5    2 474,6       2 359,0
Preference share capital                      1,5        1,5           1,5
Minority interests                          440,0      375,7         415,0
Non-current liabilities                     160,8      225,2         168,0
Long-term liabilities: interest-bearing         -        0,2             -
Long-term liabilities: interest-free            -       33,2          14,9
Retirement benefit obligations               36,5       32,2          30,0
Deferred tax                                124,3      159,6         123,1
Current liabilities                         455,0      995,4         764,3
Short-term liabilities: interest-bearing     21,9      331,5         282,5
Trade and other payables                    311,8      611,6         367,4
Amount owing to associate
   and joint venture                         69,3       46,8          59,4
Taxation                                     52,0        5,5          55,0
Total equity and liabilities              3 516,8    4 072,4       3 707,8
Net asset value per share (cents)             517        520           496
Abridged cash flow statement
                                                 Unaudited         Note 14
                                             Six months ended   Year ended
                                                31 December        30 June
                                              2001       2002         2001
                                                     Restated     Restated
                                               Rm         Rm            Rm
Cash flow from operating activities
Cash generated from operations              185,5       44,3          22,9
Net investment income                        84,7       16,2         124,7
Taxation paid                              (68,6)     (91,2)       (101,3)
Dividends paid                             (16,0)     (49,5)        (64,3)
Net cash inflow/(outflow) from operations   185,6     (80,2)        (18,0)
Cash flow from investing activities
Net investment in property, plant
   and equipment                           (22,6)     (82,9)         (5,7)
Net investment in subsidiaries
   and businesses                            24,6          -        (11,1)
Net loans and other investments             108,9       46,0        (39,7)
Proceeds on restructuring of
   profit guarantees                            -          -          60,0
Settlement of long-term liability:
   interest-free                                -     (19,0)             -
Net cash inflow/(outflow) from
   investing activities                     110,9     (55,9)           3,5
Cash flow from financing activities
Shares issued                                   -       41,9          45,0
Shares repurchased                         (29,6)          -             -
Long-term borrowings repaid                     -     (312,6)      (325,2)
Net cash outflow from
   financing activities                    (29,6)     (270,7)      (280,2)
Net increase/(decrease) in cash and
   cash equivalents                         266,9     (406,8)      (294,7)
Net cash of associate no
   longer consolidated                     (49,0)        83,7         83,7
Net cash inflow from Sportsgirl               0,3         7,2         15,0
Cash and cash equivalents at beginning
   of period                                 19,9       215,9        215,9
Cash and cash equivalents at
   end of period                            238,1     (100,0)         19,9
Abridged statement of changes in
ordinary shareholders' interest
                                                 Unaudited         Note 14
                                             Six months ended   Year ended
                                                31 December        30 June
                                              2001       2002         2001
                                                     Restated     Restated
                                               Rm         Rm            Rm
Ordinary shareholders' interest            2 359,0    2 559,6       2 559,6
Changes in accounting policies
   prior year adjustment                        -      (37,1)       (37,1)
Movements for the period:
      Share capital and share premium on
         issue of shares                        -       40,6          40,6
      Recognised gains and losses
         Retained profit/(accumulated loss)  74,8     (162,6)      (187,5)
             Net profit/(loss) attributable
                to ordinary shareholders     31,3      (46,1)       (71,7)
             Distribution to ordinary
   Shareholders                                 -      (43,6)       (43,6)
             Net unrealised gains on
   hedging instruments                       23,4          -             -
             Transfer from/(to)
   non-distributable reserves                20,1     (72,9)        (72,2)
         Non-distributable reserves          25,7       74,1        (16,6)
             Exchange difference on
   translation of foreign entities           45,8        1,5           9,1
             Revaluation of land
             and buildings                      -          -        (18,0)
             Sale of land and buildings         -       (0,3)       (79,9)
             Transfer (to)/from retained
             Profit                        (20,1)        72,9         72,2
Ordinary shareholders' interest
   at end of period                       2 459,5     2 474,6      2 359,0
Notes
1.The  basis of preparation of the financial information complies with South
African  Generally Accepted Accounting Practice and the accounting  policies
used  are  consistent with those applicable for the 30 June  2001  financial
statements other than those mentioned in note 7.
2.The  directors intend calling a shareholders' meeting in  respect  of  the
distribution   in  specie  of  the  investments  in  Woolworths,   Truworths
International  and  Massmart. Wooltru Insurance Brokers,  inthebag  and  the
major  portion  of the land and buildings have been disposed of  during  the
period.  Final disposal documentation is in the process of being signed  for
Topics and Affinity Logic. All of the above have therefore been disclosed as
discontinuing  operations.  Refer  to the individual  sections  for  further
details.
                                           Six months ended     Year ended
                                        Dec 2001     Dec 2000    June 2001
                                              Rm           Rm           Rm
3. Revenue
   Sales, royalties and franchise fees   1 122,3      1 608,8      2 702,4
   Interest received                        50,6         52,9        116,6
   Dividends received                        3,6          3,8          8,7
   Rental                                   11,2         23,0         44,4
   Other                                     0,9          8,4         15,0
                                         1 188,6      1 696,9      2 887,1
4. Share of associates and joint venture
   profit includes dividends received
   from associates of                       51,8         38,3         77,1
5. The exceptional items relate to:
   Impairment of group investment in
   discontinuing operation - Topics       (141,7)           -            -
   Massmart promissory note unwind         (34,1)           -            -
     CNA disposal price adjustment           14,8           -            -
     Early realisation of CNA proceeds
   Guarantee                                (5,2)           -            -
   Unwind of lease agreement suretyships    (2,1)           -            -
          Unbundling expenses               (3,6)       (6,5)        (7,6)
   Disposal of Wooltru Insurance Brokers    (3,4)           -            -
   Disposal of inthebag                      18,2           -            -
   Distribution from discontinuing
   operation - Sportsgirl                     0,3         7,2         15,0
   (Decrease)/increase in attributable
   shareholders' funds on issue of shares
by subsidiaries and associate              (17,1)       138,6        182,0
   Reversal of/(provision for) diminution
   of shares in share purchase trust         19,3      (47,5)       (34,3)
   Profit on sale of land and buildings      12,8         0,2         75,5
   Property developments write down             -           -       (13,5)
   Termination of IT contract                   -      (89,8)       (90,9)
   Closure of Constantia Greetings, a
   division of CAN                              -      (33,1)       (30,2)
   Impairment of group investment in
   discontinuing operation - CNA                -     (145,3)            -
    Loss on disposal of CNA                     -           -      (162,6)
    Impairment of assets                        -           -        (8,6)
   Restructuring of profit guarantees           -           -       (35,0)
   Provision against loan to joint venture      -           -       (25,6)
   Restructuring of operations                  -           -        (9,6)
   Loss on disposal of JFK                      -           -        (2,2)
   Payment in respect of Ivano                  -        (2,5)       (2,5)
   Onerous contracts                            -           -        (1,4)
   Restraint of trade                           -           -        (1,0)
   Other                                      1,2           -        (1,4)
                                          (140,6)      (178,7)     (153,9)
   Discontinuance of Country Road's
   US operation                            (47,8)           -            -
   Makro Woodmead fire                       8,6            -            -
   Restructuring of operations              (3,2)           -            -
   Impairment of assets                     (2,2)           -        (5,4)
   Loss on disposal of Sip 'n Save          (4,2)           -            -
   IT asset write off                          -         (5,6)       (6,0)
   Other                                       -            -        (2,0)
                                          (189,4)      (184,3)     (167,3)
   Taxation                                    -            -         17,9
   Minorities                               (0,2)        (3,5)      (15,1)
                                          (189,6)      (187,8)     (164,5)
6. Headline earnings per share
   are calculated as follows:
   Net profit/(loss) attributable to
      ordinary shareholders                 31,3        (46,1)      (71,7)
     Net exceptional items (note 5)        189,6        187,8        164,5
     Re-inclusion of restructuring
     costs in exceptional items             (3,2)           -        (4,1)
     Reversal of property development
      write down in exceptional items          -            -       (13,5)
      Associates' goodwill write off         8,4            -         0,3
     (Profit)/loss on sale of plant
      and equipment                         (4,7)         4,5        12,8
      Headline earnings                    221,4        146,2        88,3
   Headline earnings per share (cents)      46,5         31,2        18,7
     Headline earnings per share from
     continuing operations are
     calculated as follows :
     Headline earnings                     221,4        146,2        88,3
     Headline earnings from
      discontinuing operations            (234,9)      (153,0)     (128,4)
      Headline loss from
      continuing operations                (13,5)        (6,8)      (40,1)
      Headline loss per share
      from continuing operations
      (cents)                               (2,8)        (1,5)       (8,5)
7.  In  order to comply with AC 135 - Investment Property, the group changed
its  accounting policies with respect to its investment property  and  owner
occupied  property. Gains and losses arising from a change in fair value  of
investment property are now included in net profit or loss for the period in
which  they  arise.  As required by AC 135 the effect of  this  adoption  is
reported  as  an adjustment to the opening retained earnings as  at  1  July
2001.  Owner  occupied  property  is now reflected  at  original  cost  less
accumulated depreciation. This change in accounting policy has been effected
retrospectively. The group, except for Woolworths, an associate, changed its
policy with respect to providing for post retirement medical aid liabilities
from one of no provision to one of full provision as recommended by AC 116 -
Employee  Benefits  in  the  financial year to  June  2001.  Woolworths,  an
associate,  has  retrospectively changed its policy in this respect  in  the
current  financial period. The changes in accounting policies have  resulted
in  a  prior year adjustment retrospectively being processed and comparative
figures being restated. The effects are as follows:
Effect on opening shareholders' interest:
         Opening retained profit as
   previously reported                                   597,8      597,8
      Changes in accounting policies:
       - post retirement benefits                        (24,2)     (24,2)
       - depreciation                                    (12,9)     (12,9)
      Opening retained profit as restated                560,7      560,7
Current and comparative period profit effects:
       Changes in accounting policies:
       - post retirement benefits             (2,6)       (1,7)      (3,3)
       - depreciation                         (1,9)       (2,1)      (4,2)
       - profit on disposal of
         property                                -         0,4        0,4
        Consequential impact on
        exceptional items                        -         0,4        0,7
        Net decrease in profits               (4,5)       (3,0)      (6,4)
8. Investment in associates and other
   investments include:
       listed investments of               1 624,1     1 459,8    1 506,8
       with a market value of              2 776,1     3 184,4    2 249,9
       and unlisted investments of            33,1        16,9       54,1
       which the directors value at           47,5       241,9       67,8
9. Commitments in respect of
   capital expenditure:
     approved by directors                    40,1        47,1     104,3
     contracted for                            5,7         2,6      33,9
10. Unutilised banking facilities
   amount to:                              2 043,8     2 399,0   2 085,5
   There is no limit on the group's
   authority to raise interest-bearing debt
11.  The  group leases the majority of its land and buildings  and  a  small
amount  of equipment under operating leases. The lease agreements of certain
of  the  group's  store and related premises provide for  a  minimum  annual
rental  payment and additional payments determined on the basis of turnover.
At  the  period  end the group's future minimum operating lease  commitments
were as follows:
Expiring within one year                     166,9       289,9      172,9
Expiring later than one but not
   later than five years                     597,9       848,0      599,9
Expiring after five years                    857,8     1 278,9    1 123,4
Contingent liabilities amount to             286,8     1 959,2    1 915,0
The Massmart promissory notes are reflected in contingent liabilities.
12.  Other than for Massmart there is no material seasonal variation between
trading  for  the  first  six  months and  the  second  six  months.  It  is
anticipated  that  the traditional seasonality of Massmart's  business  will
result in lower earnings in the second six months.
13. Certain comparative figures have been regrouped and restated.
14.  The  previously  reported  30 June 2001  figures  were  audited.  These
restated figures arise from the change in accounting policy set out in  note
7  and  such  restatements have not been audited or reviewed by the  group's
independent auditors.
UPDATE ON PROGRESS WITH THE UNBUNDLING
Considerable  progress has been made since the announcement of the  year-end
results, on 31 August 2001, the major aspects of which have been reported in
the financial press or on SENS.
In summary:
*  The  Wooltru guarantees in respect of the Massmart Promissory Notes  have
been unwound.
* An agreement in principle has been reached with the management of Affinity
Logic  for the sale by Wooltru of its holding in this company for an  amount
of R45 million.
*  Sales  of property within the Kensington development have reached  R124,5
million and other portfolio sales have realised R93,8 million.
*  Agreements  have  been reached with participants  that  will  enable  the
Executive  Share  Purchase Trust to be unwound by the end of  the  financial
year. To date, as part of this process, Wooltru shares, held by the trust in
excess  of  its  needs, have been sold for an amount of  R80,4  million  and
further  sales and the repayment of participants' loans have brought  in  an
additional R28,5 million.
*  An  agreement,  subject to certain conditions, has been  reached  with  a
consortium for the sale of Topics for R15 million.
All borrowings have been repaid and at 25 February 2002 Wooltru had cash  on
hand  amounting  to  R70,6 million. Other than the listed  investments,  the
remaining  assets  held  by Wooltru consist of the  unsold  balance  of  the
property portfolio, now valued by the directors at R69,7 million, debts  due
from the Share Scheme, valued at approximately R60 million, and the debt due
from  the  purchasers of CNA for R50 million. When the  agreements  for  the
sales  of  Affinity Logic and Topics become unconditional, further  amounts,
totalling R60 million, will become due. Dividends amounting to R73,2 million
will be received from the listed investments in the middle of March. On  the
basis  that the unbundling will take place without Capital Gains Tax ("CGT")
or Secondary Tax on Companies ("STC") being incurred, it is anticipated that
expenditure  of approximately R90 million will be necessary to  cover  costs
and liabilities to the date of the final liquidation of Wooltru.
Wooltru's  investments in listed companies consist of 410 447 149 shares  in
Woolworths  Holdings Limited, 248 361 702 shares in Truworths  International
Limited and 80 438 820 shares in Massmart Holdings Limited.
Wooltru's  issued share capital consists of 198 741 877 Ordinary shares  and
277  179 825 "N" Ordinary shares. In accordance with the rights to dividends
and  capital,  Wooltru  intends that Ordinary and "N" Ordinary  shareholders
will be treated equally in the unbundling.
Although  all  commercial  requirements for the unbundling  have  been  met,
certain  aspects  of  the  enabling  legislation,  in  terms  of  which  the
unbundling  is  to  take  place, require clarification  before  Wooltru  can
proceed.  This is to ensure that the company will qualify for the exemptions
from CGT and STC.
The first requirement in order to qualify for the various tax exemptions  is
that  all  shares  have  to be distributed in specie  to  all  shareholders.
Wooltru  cannot  comply with this requirement in respect of shareholders  in
the  USA  and certain other foreign countries without an exemption from  the
South   African  revenue  authorities  or  an  exemption  from  the  foreign
authorities.
The  second  requirement is that not more than 50%  of  the  assets  of  the
company  being unbundled may consist of "financial instruments", as defined.
Under this definition, it is possible that Woolworths and Truworths will not
qualify for the exemption.
Wooltru  is in ongoing discussions with the relevant authorities  to  obtain
clarity  in regard to these issues, and will advise shareholders of progress
as and when appropriate.
GROUP RESULTS
The  results of the group are not easily compared with the results of  prior
years.  The  results  of  CNA, Wooltru Insurance Brokers  and  inthebag  are
excluded  from the current year's results. In addition, the rental  base  of
the  property  portfolio  has  been  reduced  through  the  realisation   of
properties and the proceeds from these realisations have been applied to the
reduction of group borrowings.
The  contribution to group headline earnings from Woolworths, Truworths  and
Massmart  increased  by 27,2% to R230,3 million, in  line  with  the  strong
performances   by  each  of  these  companies.  Profits  from  discontinuing
operations (Topics, Affinity Logic, Properties, inthebag, Wooltru  Insurance
Brokers and CNA) have increased from a loss of R28,0 million to a profit  of
R4,6  million. The losses attributable to the ongoing activities of  Wooltru
Limited increased from R6,8 million to R13,5 million.
Headline  earnings  increased by 51,4% to R221,4 million. Headline  earnings
per share increased by 49,0% to 46,5 cents per share.
WOOLWORTHS
Woolworths  Holdings  increased revenue by 19,5%  to  R4,4  billion.  Profit
before  tax  and exceptional items from continuing operations  increased  by
33,6%  to  R300,1  million.  Headline earnings  per  share  from  continuing
operations showed an increase of 32,3% to 20,9 cents per share.
The  decision to exit Country Road from the US market resulted in write-offs
and  associated  costs  of  R112,8 million after minority  interests,  which
restricted the increase in headline earnings from all operations  to  14,0%.
Net profit before exceptional items grew by 23,8% to R285,4 million.
Trading  in  all  divisions of Woolworths continued to  grow  encouragingly.
Turnover grew by 18,5% to R3,5 billion and profit before tax and exceptional
items grew by 26,9% to R289,8 million.
If  the  current  performance in both South Africa and Australia  continues,
management anticipates that results for the second half will be positive.
TRUWORTHS INTERNATIONAL
Revenue  grew  by  18,0% to R1,0 billion, resulting in a 31,8%  increase  in
operating  profit  before  exceptional items  to  R197,3  million.  Headline
earnings per share improved by 27,4% to 28,8 cents per share.
The  positive trend in sales, which favourably impacted the results for  the
first  six  months, continued through the period and trading  was  ahead  of
plan.  The increase in sales of 17,6% included like on like sales growth  of
10,6%.
Management's  outlook for the remainder of the financial year  is  cautious.
However,  notwithstanding the current economic environment  and  challenging
market conditions, the positive trend in sales has continued in January  and
February.
MASSMART
Sales  increased by 33,4% to R8,0 billion and net profit before  exceptional
items  increased  by  37,9% to R271,3 million. Headline earnings  per  share
increased  by 40,8% to 102,5 cents per share. Headline earnings  before  the
incorporation of the results of the recently acquired Jumbo Cash  and  Carry
and  the  Browns and Weirs chains grew 32,0%. Like on like sales growth  was
14,0%.
Each  of  the  four  major  business segments  reported  profit  before  tax
increases well in excess of sales growth.
In  the  absence  of  a  sharp deterioration in the South  African  economy,
management is confident that Massmart will continue to show a real growth in
earnings  per share at the forefront of the retail sector. Sales growth  for
the 34 weeks to 17 February 2002 was 37,0%.
TOPICS
Revenue  decreased  by  19,8%  to  R160,7 million,  but  net  profit  before
exceptional  items  improved from a loss last year of  R18,9  million  to  a
profit  of  R11,9 million. Headline earnings improved to a  profit  of  R8,8
million.  These  results incorporate the benefits of the  Christmas  trading
period.  Historical  second half trading patterns are such  that  Topics  is
expected to show a break-even for the full financial year against a loss  of
R28,2 million for June 2001, which reflects the steady turnaround in trading
performance brought about by the new management team.
The  decrease  in revenue is primarily accounted for by the closure  of  two
divisions  (Kids and Mens) and the closure of certain stores. Like  on  like
sales  decreased by 7,6%. Profitability was improved through improved margin
and control over operating expenses.
AFFINITY LOGIC
With  the unwind of the profit warranties given to Datatec Limited, Affinity
Logic  accelerated  investments in the development of new service  platforms
and  a  number of long-term outsourcing contracts were restructured and  new
contracts entered into. These factors have impacted on the profitability for
the period under review and will continue to impact for the remainder of the
current financial year.
The  contribution to Wooltru's headline earnings decreased from a profit  of
R1,8 million, in the previous year, to a loss of R4,6 million.
SPECIAL DIVIDEND
Share Code: WLO  ISIN Code: ZAE000007993
Share Code: WLN  ISIN Code: ZAE000008744
As  the unbundling of the listed investments has taken longer to effect than
was  originally  planned, the further receipt of dividends from  Woolworths,
Truworths  and  Massmart was not anticipated at the  time  of  the  previous
statement  on  dividend policy. This statement was to  the  effect  that  no
further  dividends would be paid, other than those that  would  be  paid  in
specie  with the distribution of the listed assets and from the net proceeds
received from the realisation of group assets.
However,  the  directors are satisfied that the retention of  the  dividends
received from Woolworths, Truworths and Massmart at this stage is in  excess
of  the  group's projected capital adequacy requirements and have  therefore
decided to pass these dividends directly on to the Wooltru shareholders.
Accordingly, the directors have resolved to declare a special dividend of 15
cents per Ordinary and "N" Ordinary share to holders of the company's shares
reflected  in the company's register on the record date Thursday,  28  March
2002.
Shareholders are advised that the last day of trade ("cum" the dividend)  in
order  to participate in the dividend will be Wednesday, 20 March 2002.  The
shares will trade "ex" the dividend from commencement of business on Friday,
22  March  2002.  The  dividend will be payable in  South  African  Rand  on
Tuesday, 2 April 2002.
Share  certificates  may  not be dematerialised or  re-materialised  between
Thursday, 14 March 2002, and Thursday, 28 March 2002, both days inclusive.
In accordance with the company's articles of association, the directors have
determined  that  dividend amounts of less than 500 cents  due  to  any  one
holder  of the company's shares held in certificated form will not be  paid,
but  aggregated with other such amounts and donated to a registered  charity
to be nominated by the directors.
ANNUAL GENERAL MEETING
It  had  been  the intention to hold the AGM together with the shareholders'
meeting  to  be called to approve the unbundling of the listed  investments.
The  Registrar  of  Companies has approved an application  to  postpone  the
holding  of  the AGM, which would otherwise have had to be held by  8  March
2002.
With  the  uncertainty surrounding the date of the unbundling, the directors
have  decided  to proceed with the AGM, which will be held on  Thursday,  18
April 2002. Notice to this effect will be circulated to shareholders in  due
course.
PROSPECTS
As  previously  stated,  the value of Wooltru is no longer  related  to  its
earning  potential,  but  is  a  function of the  realisable  value  of  its
investments.
The  value of the listed assets is determinable by reference to their  share
prices  as quoted on the JSE Securities Exchange South Africa. The  property
portfolio  is  hoped to realise close to the directors'  valuation  and  the
outstanding moneys are due within the next six months.
The  delay  in  the  unbundling is caused by the need  to  comply  with  the
requirements of the unbundling legislation.
The  directors are actively pursuing all avenues to expedite the unbundling.
Shareholders will be kept informed of progress with these endeavours.
On behalf of the Board of Directors
J B Rabb                              J D Newton
Managing Director                     Finance Director
4 March 2002
Directorate and administration
Wooltru Limited (Registration number: 1936/008278/06)
Chairman: L A Tager*
Directors: J B Rabb (Managing), M J Lamberti, D M Lubner*,
M S Mark, J D Newton, S N Susman, J C van der Horst*
* Non-executive
Company secretary: r j mcwilliams
Registered office: 5 Corporation Street, Cape Town 8001, South Africa
Postal address: PO Box 671, Cape Town 8000, South Africa
Website: http://www.wooltru.co.za
Transfer secretaries:
Mercantile Registrars Limited
10th Floor, 11 Diagonal Street, Johannesburg 2001, South Africa
PO Box 7184, Johannesburg 2000, South Africa
Transfer Secretaries (Pty) Limited
Shop 12, Kaiserkrone Centre, Post Street Mall, Windhoek, Namibia
PO Box 2401, Windhoek, Namibia
Date: 05/03/2002 09:00:00 AM Produced by the JSE SENS Department
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