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Thu 29 Aug 2002, 0:00 Wooltru Limited - Audited Group Results For The Ye
WOOLTRU LIMITED - AUDITED GROUP RESULTS FOR THE YEAR ENDED 30 JUNE 2002         
Wooltru Limited                                                                 
(Registration number: 1936/008278/06)                                           
Audited group results for the year ended 30 June 2002                           
Share Code: WLO     ISIN Code: ZAE000007993                                     
Share Code: WLN     ISIN Code: ZAE000008744                                     
Share Code: WLOP    ISIN Code: ZAE000008009                                     
Share Code: WLP1    ISIN Code: ZAE000008017                                     
UNBUNDLING                                                                      
In September 2000, the board resolved to unbundle Wooltru`s listed investments  
in specie to its shareholders, dispose of its non-listed investments and wind up
the company. The listed investments consisted of shares in Massmart Holdings    
Limited ("Massmart"), Truworths International Limited ("Truworths") and         
Woolworths Holdings Limited ("Woolworths").                                     
The unlisted investments consisted of the CNA group, Topics, an extensive       
portfolio of investment and development properties, loans to be recovered from  
the Wooltru 1982 Executive Share Purchase Trust ("Share Purchase Trust"),       
inthebag, an online internet shopping company selling Woolworths foods, Wooltru 
Insurance Brokers and a 331/3% holding in Affinity Logic, a company supplying IT
systems and services to group companies.                                        
The unbundling process has turned out to be extremely complex and has taken     
longer than originally anticipated. By November 2000 it became apparent that    
this was not going to be a "technical exercise". The severing of inter-group    
relationships that had been created over many years proved difficult and time   
consuming. In particular, certain property lease guarantees, with a face value  
of close to R2 billion, had to be unwound before the unbundling of the listed   
investments could be contemplated.                                              
Another factor critical to the unbundling proved to be the post-unbundling      
liquidity of Wooltru, especially its ability to fund its on-going commitments   
until final voluntary liquidation. Group borrowings, which peaked at R550       
million in February 2001, had to be covered through the disposal of non-listed  
investments, without having to resort to the sale of any listed investments.    
This has generated R750 million in the process.                                 
Within the unbundling period, the introduction of Capital Gains Tax from 1      
October 2001 brought additional challenges, particularly in relation to the     
unbundling process, which created uncertainty that influenced the timing of the 
unbundling.                                                                     
However, all of these hurdles were eventually negotiated so that at a combined  
general meeting of Ordinary shareholders, "N" Ordinary shareholders and         
cumulative preference shareholders of Wooltru held on 10 June 2002, a special   
resolution was adopted whereby a distribution in specie of Wooltru`s entire     
holding in Massmart shares, Truworths shares and Woolworths shares to the       
company`s Ordinary and "N" Ordinary shareholders was agreed. This distribution  
duly took place on 26 June 2002.                                                
With this distribution, the principal objective of the Wooltru unbundling was   
successfully concluded. Assets with a market value of R4,1 billion were released
to shareholders in Wooltru which, at that date, had a residual market value of  
R135,2 million. Not only did the unbundling unlock the discount inherent in the 
Wooltru share price in relation to the underlying value of the Massmart,        
Truworths and Woolworths shares held, but also enabled shareholders to assess   
the value of the remaining assets of Wooltru.                                   
INVESTMENT UPDATE                                                               
Shareholders are again reminded that the value of Wooltru is no longer primarily
related to its earnings potential but is a function of the net realisable value 
of its remaining assets. The board accordingly considers it more relevant to    
shareholders for the focus of this report to be on the value of the remaining   
assets in Wooltru and the anticipated costs to be incurred, and liabilities to  
be settled, before Wooltru can finally be wound up.                             
Wooltru`s remaining assets comprise properties, shares and loans related to the 
Share Purchase Trust, cash, and amounts due to Wooltru relating to the sale of  
CNA, Wooltru`s position in relation to which is explained more fully below.     
Property                                                                        
Property holdings, as at 26 August 2002, were valued by the directors at R22,0  
million. Of this amount, signed sales agreements for R18,4 million have been    
entered into and the properties in question are at various stages in the        
transfer process. All transfers are expected to be completed, and payments      
received, by 31 December 2002.                                                  
The unsold properties consist of prime office land in Bellville, Cape, and the  
office building in Cape Town being used as the Wooltru head office. The sale of 
both properties is currently under discussion with potential buyers.            
Share Purchase Trust                                                            
Although the Share Purchase Trust was scheduled to continue until 2010, in order
to facilitate the Wooltru unbundling, agreements have been concluded with all   
participants that will enable the Trust to be terminated at the end of September
2002.                                                                           
The Share Purchase Trust has three components to it:                            
(i) Staff held shares: This represents shares sold to participants at  market   
values on various dates where there are commensurate loans due to the Share     
Purchase Trust in payment for those shares. The agreement in place with this    
class of participants is that they will repay to the Trust the lower of loan    
value outstanding or market price of the shares held by them under the share    
scheme as at the date of surrender which date shall not be later than 30        
September 2002. This arrangement is consistent with past practice.              
It is expected that the Share Purchase Trust will recover R24,1 million from    
this component based on weighted average prices of Wooltru, Wooltru "N",        
Massmart, Truworths and Woolworths shares as at 26 August 2002. This will result
in an under-recovery of R0,2 million in relation to the loan value.             
(ii) Shares held under option: This represents shares that are the subject of   
options at pre-determined prices, corresponding to the market prices of the     
shares at the date the options were granted. This component will realise the    
lower of the exercise price or share price, which at 26 August, is expected to  
contribute R14,1 million to the Share Purchase Trust.                           
(iii) Trust held shares: These are surplus shares held in the Share Purchase    
Trust where members have left the employ of Wooltru or have surrendered their   
entitlements to the Trust for whatever reason. Value of this component, as at 26
August, was estimated to be R33,4 million.                                      
In summary, the value of the Share Purchase Trust in its entirety as at the     
ruling prices on 26 August 2002, totals R71,6 million. In order to assist       
shareholders in valuing this major Wooltru investment in relation to market     
movement of the share prices, the three components are tabled below:            
Loan      Current  Number of shares                                             
value/    market                                                                
exercise  value                                                                 
price     (Rands)                                                               
(Rands)                                                                         
                   Wooltru     Wooltru    Massmart  Truworths   Woolworths      
                   Ordinary    "N"                                              
Ordinary                                         
Staff held shares and shares held under option - (i) & (ii) above               
98 700      271 235     16 800                 2 839      16 159     28 936     
9 000 000   14 530 627  1 500 000               253 515   782 775    1 293 630  
55 350      145 301     9 000                  1 521      8 656      15 501     
1 702 925   2 229 157   230 125                38 890     120 088    198 461    
7 410 000   9 667 175              1 000 000   169 016    521 850    862 420    
3 740 475   3 850 597   397 500                67 181     207 434    342 811    
15 000 000  14 530 627  1 500 000              253 515    782 775    1 293 630  
1 688 400   1 627 434   100 800                17 035     96 953     173 619    
37 000      39 630      2 000                  336        3 154      3 442      
90 000      72 641      4 500                  760        4 328      7 750      
Trust held shares - (iii) above                                                 
Nil                2 342 695   1 087 150  583 843   1 812 994   2 999 289       
Cash balances                                                                   
As at 26 August 2002, cash balances on hand amounted to R140,1 million.         
The value of Wooltru`s remaining assets being property sold and to be sold, the 
claims against the Share Purchase Trust and cash balances on hand at 26 August  
2002, therefore total R233,7 million.                                           
Estimated cash outflows                                                         
Estimated outflows to the date of the final winding up, or voluntary            
liquidation, of Wooltru, which is expected to be by 31 December 2003, are       
budgeted at R77,9 million. Some of these will be offset by interest that will be
earned on cash balances and which has not been accounted for. Should the cash on
hand be invested until the final voluntary liquidation of Wooltru, in December  
2003, interest of approximately R27,0 million could be earned.                  
The key components for which cash outflows have been budgeted are as follows:   
 Property related                     11,9                                      
Jet Park lease guarantee unwind      19,5                                      
 Capital Gains Taxation               20,7                                      
 Post-retirement benefits             5,0                                       
 Advisors                             7,1                                       
Employment costs (1)                 15,5                                      
 Administration costs (2)             6,0                                       
 Tax refund                           (9,3)                                     
 Preference share redemption          1,5                                       
Total                                77,9                                      
(1) This figure includes a residual amount of R9,4 million for unbundling       
payments due to Executive Directors.                                            
(2) This figure includes listing costs, audit fees, tax consulting, travel,     
communication and VAT.                                                          
 CNA                                                                            
It is common knowledge that the main operating companies in the CNA group have  
been placed in provisional liquidation.  Wooltru is still owed R73,8 million    
from the sale, in February 2001, of Consolidated News Agencies Holdings (Pty)   
Limited ("CNA Holdings") to Gordon Kay & Associates (Pty) Ltd ("GKA").  This    
amount was due at the end of May 2002 and remains outstanding.                  
It has been secured by a pledge of 51% of the shares in CNA Holdings, together  
with a similar pledge of shares in Consolidated News Agencies (Pty) Limited and 
Central News Agency (Pty) Limited, the two main trading companies. An amount of 
R20 million has, in addition, been personally guaranteed by Messrs Tony Kay and 
Mark Gordon.                                                                    
The recoverability of the outstanding claim for R73,8 million depends on the    
final result of the liquidation. No recovery value has been attributed to the   
Wooltru claim in the Investment update reflected earlier in this report.        
Wooltru`s claim will, however, be pursued with the liquidators.                 
There has been considerable speculation in the media surrounding the structure  
of the financing by GKA of the purchase of CNA. The board believes that the sale
transaction, from Wooltru`s perspective, was with the assistance of its legal   
and other advisors validly structured. An enquiry in terms of the Companies Act 
has been requested by a CNA creditor to probe the transaction and subsequent    
events. Certain Wooltru executives have been asked to give evidence at this     
enquiry.                                                                        
GROUP RESULTS                                                                   
The results of the group are not easily compared with the results of prior      
years. In the current year the results of CNA, Wooltru Insurance Brokers and    
inthebag are not included, whilst Topics is included until 31 March 2002 and    
Affinity Logic until 31 May 2002. 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 added to the group cash balance.     
The contribution to group headline earnings from Massmart, Truworths and        
Woolworths increased by 51,7% to R486,6 million, in line with the strong        
performance by each of these companies. The other discontinuing operations      
(Topics, Affinity Logic, Properties, inthebag, Wooltru Insurance Brokers and    
CNA) net loss has reduced from R192,7 million to R11,0 million. The losses      
attributable to Wooltru Limited increased from R40,1 million to R44,7 million.  
BOARD CHANGES                                                                   
Once the decision was taken by shareholders to approve the distribution by      
Wooltru of its remaining investments in Massmart, Truworths and Woolworths,     
Messrs Mark Lamberti, Michael Mark and Simon Susman resigned from the board of  
Wooltru Limited. Their experience and counsel has been of immense value over    
many years and the board extends its appreciation to them for their loyal       
contribution to the activities of the group.                                    
PROSPECTS                                                                       
It is not possible to predict what impact the issues surrounding CNA may have on
the timing of the proposed voluntary liquidation of Wooltru itself. Should the  
liquidation of the CNA companies proceed to finalisation without any calls upon 
Wooltru, it is expected that the Wooltru group will be finally wound up within  
the next sixteen months. Once certainty has been reached, the board will        
consider whether to declare any further interim dividends. On the winding up of 
Wooltru the preference shares will be redeemed and all remaining cash will be   
distributed to shareholders.                                                    
WOOLTRU STAFF                                                                   
The circumstances facing Wooltru since September 2000 have been unique. Every   
component of the asset or liability, both intrinsic and peripheral, had to be   
recognized and addressed. Many big and small issues vied for attention. The     
steady professional hand of John Rabb, the managing director, was, and is, the  
influence that made an extremely complex potpourri of urgencies capable of      
rational solution. The board of directors would like to thank him and his team  
for the excellent manner in which they have acquitted themselves in achieving   
the unbundling and distribution of Wooltru`s listed assets. This distribution   
would not have been possible without the realisation of the non-listed assets   
which created the liquidity in Wooltru that allowed the distribution of the     
listed assets to take place. The final stage of the unbundling will see the     
conversion to cash of the remaining non-listed assets followed by a distribution
to shareholders. The managing director has committed himself to oversee this    
final stage.                                                                    
The audited group results were approved by the directors on 27 August 2002.     
JB Rabb                              JD Newton                                  
Managing director                    Finance director                           
Directorate and administration                                                  
Wooltru Limited (Registration number: 1936/008278/06)                           
Chairman: L A Tager*                                                            
Directors: J B Rabb (Managing), D M Lubner*, J D Newton, 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:                                                           
Computershare Investor Services Limited                                         
8th Floor, 11 Diagonal Street, Johannesburg 2001, South Africa                  
PO Box 1053, Johannesburg 2000, South Africa                                    
Transfer Secretaries (Pty) Limited                                              
Shop 12, Kaiserkrone Centre, Post Street Mall, Windhoek, Namibia                
PO Box 2401, Windhoek, Namibia                                                  
Income statement                                                                
                                                            Audited             
Year ended 30 June       
                                                        2002         2001       
                                                                 Restated       
                                           Notes          Rm           Rm       
Revenue                                        3     2 396,9      2 887,1       
   Continuing operations                                22,5         37,9       
   Discontinuing operations                          2 374,4      2 849,2       
Cost of sales                                       (1 099,7)    (1 334,2)      
Gross profit                                         1 297,2      1 552,9       
   Continuing operations                                22,5         37,9       
   Discontinuing operations                          1 274,7      1 515,0       
Depreciation and amortisation                          (65,4)       (86,8)      
Occupancy costs                                       (193,1)      (266,1)      
Employment costs                                      (370,1)      (494,7)      
Other operating costs                                 (232,1)      (560,6)      
Profit from operations                                 436,5        144,7       
Continuing operations                               (29,7)        (2,3)      
   Discontinuing operations                            466,2        147,0       
Finance costs                                          (19,8)       (75,2)      
   Continuing operations                               (19,6)       (58,8)      
Discontinuing operations                             (0,2)       (16,4)      
Share of associates and joint                                                   
   venture profit                              4       323,2        207,7       
   Continuing operations                                   -            -       
Discontinuing operations                            323,2        207,7       
Net profit before exceptional items                    739,9        277,2       
Exceptional items                              5      (325,4)      (167,3)      
   Continuing operations                              (118,9)      (108,7)      
Discontinuing operations                           (206,5)       (58,6)      
Net profit before taxation                             414,5        109,9       
Taxation                                              (189,1)       (72,8)      
   Continuing operations                               (22,6)        (0,4)      
Discontinuing operations                           (166,5)       (72,4)      
Net profit after taxation                              225,4         37,1       
Minority interests                                    (133,7)      (108,8)      
   Continuing operations                                (0,1)        (0,1)      
Discontinuing operations                           (133,6)      (108,7)      
Net profit/(loss) attributable to                                               
   ordinary shareholders                                91,7        (71,7)      
   Continuing operations                              (190,9)      (170,3)      
Discontinuing operations                            282,6         98,6       
Number of shares issued (millions)                     475,9        475,9       
Weighted average number of shares (millions)           475,9        472,3       
Earnings/(loss) per share (cents)                       19,3        (15,2)      
Diluted earnings/(loss) per share (cents)               17,9        (15,9)      
Headline earnings per share (cents)            6        90,5         18,6       
Headline loss per share from                                                    
   continuing operations (cents)               6        (9,4)        (8,5)      
Dividend per share (cents)                              15,0            -       
Cash flow statement                                                             
                                                             Audited            
                                                       Year ended 30 June       
2002           2001      
                                                                  Restated      
                                                         Rm            Rm       
Cash flow from operating activities                                             
Cash generated from operations                        250,5          22,9       
Net investment income                                 198,7         124,7       
Taxation paid                                        (195,6)       (101,3)      
Dividends paid                                       (106,6)        (64,3)      
Net cash inflow/(outflow) from operations             147,0         (18,0)      
Cash flow from investing activities                                             
Net investment in property, plant                                               
   and equipment                                      (32,9)         (5,7)      
Net investment in subsidiaries and businesses        (159,3)        (11,1)      
Net loans and other investments                       114,8         (39,7)      
Proceeds from the sale of CNA                          94,8             -       
Payment to Affinity Logic on behalf of CNA            (20,0)            -       
Net proceeds from the disposal                                                  
   of Affinity Logic                                   40,3             -       
Proceeds from discontinued                                                      
   operation - Sportsgirl                               5,3          15,0       
Proceeds on restructuring of                                                    
   profit guarantees                                      -          60,0       
Net cash inflow from                                                            
   investing activities                                43,0          18,5       
Cash flow from financing activities                                             
Shares issued                                          20,3          45,0       
Shares repurchased                                    (66,8)            -       
Long-term borrowings repaid                               -        (325,2)      
Net cash outflow from financing activities            (46,5)       (280,2)      
Net increase/(decrease) in cash and                                             
   cash equivalents                                   143,5        (279,7)      
Net cash and cash equivalents of                                                
subsidiary/associate no longer consolidated            -          83,7       
Cash and cash equivalents at beginning                                          
   of period                                           19,9         215,9       
Cash and cash equivalents at                                                    
end of period                                      163,4          19,9       
Balance sheet                                                                   
                                                             Audited            
                                                          as at 30 June         
2002          2001       
                                                                 Restated       
                                             Notes       Rm            Rm       
Assets                                                                          
Non-current assets                                      5,4       2 249,4       
Property, plant and equipment                           5,0         344,9       
Investment in associates                     4 & 8        -       1 503,2       
Other investments                                8        -          57,7       
Loans                                                   0,4         340,6       
Deferred tax                                              -           3,0       
Current assets                                        250,4       1 458,4       
Inventories                                            16,5         255,1       
Trade and other receivables                            69,0         841,5       
Bank balances and cash equivalents                    164,9         361,8       
Total assets                                          255,8       3 707,8       
Equity and liabilities                                                          
Equity                                                170,4       2 775,5       
Ordinary shareholders` interest                       168,9       2 359,0       
Preference share capital                                1,5           1,5       
Minority interests                                        -         415,0       
Non-current liabilities                                 0,1         168,0       
Long-term liabilities: interest-free                      -          14,9       
Retirement benefit obligations                            -          30,0       
Deferred tax                                            0,1         123,1       
Current liabilities                                    85,3         764,3       
Short-term liabilities: interest-bearing                1,5         282,5       
Trade, other payables and provisions                   74,9         367,4       
Amount owing to associate and joint venture               -          59,4       
Taxation - net                                          8,9          55,0       
Total equity and liabilities                          255,8       3 707,8       
Net asset value per share (cents)                        35           496       
Statement of changes in ordinary shareholders` interest                         
Audited             
                                                      Year ended 30 June        
                                                       2002          2001       
                                                                 Restated       
Notes        Rm            Rm       
Ordinary shareholders` interest                     2 359,0       2 559,6       
Changes in accounting policies                                                  
   prior year adjustment                        7         -         (37,1)      
Movements for the period:                                                       
Share capital and share premium                                                 
  on issue of shares and distribution                                           
  in specie                                          (650,6)         40,6       
Recognised gains and losses                                                     
   Accumulated loss                                  (843,7)       (187,5)      
      Change in accounting policy              7       43,3             -       
      Net profit/(loss) attributable to                                         
ordinary shareholders                            91,7         (71,7)      
      Distribution to ordinary shareholders        (1 659,7)        (43,6)      
      Net unrealised gains on hedging                                           
      instruments                                       7,1             -       
Transfer from/(to) non-distributable                                      
      reserves                                        673,9         (72,2)      
   Non-distributable reserves                        (695,8)        (16,6)      
      Change in accounting policy              7      (43,3)            -       
Exchange difference on translation                                        
      of foreign entities                              39,9           9,1       
      Revaluation of trademark                        (15,5)            -       
      Disposal of subsidiary                           (3,0)            -       
Revaluation of land and buildings                   -         (18,0)      
      Sale of land and buildings                          -         (79,9)      
      Transfer (to)/from accumulated loss            (673,9)         72,2       
Ordinary shareholders` interest                                                 
at end of period                                   168,9       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 shares in Massmart, Truworths International and Woolworths have been     
distributed in specie to the shareholders. The investment in Topics, Affinity   
Logic, inthebag, Wooltru Insurance Brokers and the major portion of the land and
buildings have been disposed of during the period.  All of the above have       
therefore been disclosed as discontinuing operations. Continuing operations now 
consist of Wooltru head office and Wooltru Finance.                             
2002           2001      
                                                         Rm             Rm      
3. Revenue                                                                      
   Sales, royalties and franchise fees              2 200,7        2 702,4      
Interest income                                    110,8          116,6      
   Property development                                56,4              -      
   Dividends received                                  10,2            8,7      
   Rental                                              16,3           44,4      
Other                                                2,5           15,0      
                                                    2 396,9        2 887,1      
4. Share of associates and joint venture profit                                 
   includes dividends received from                                             
associates of                                      102,7          77,1       
5. The exceptional items relate to:                                             
   Disposal of Topics                                (135,1)            -       
   Provision for CNA proceeds                         (73,8)            -       
CNA disposal price adjustment                       14,8             -       
   Early realisation of CNA proceeds guarantee         (5,5)            -       
   Reversal of CNA cost provision                       1,2             -       
   Massmart promissory note unwind                    (34,1)            -       
Disposal of inthebag                                18,2             -       
   Disposal of Affinity Logic                          18,0             -       
   Disposal of Wooltru Insurance Brokers               (3,4)            -       
   Profit on sale of land and buildings                17,7          75,5       
Unbundling expenses                                 (8,5)         (7,6)      
   Unwind of lease agreement suretyships               (1,3)            -       
   Reversal of/(provision for) impairment                                       
   of loan to share incentive scheme trust             34,3         (34,3)      
Distribution from share incentive scheme trust      (9,7)            -       
   Property developments impairment                    (4,1)        (13,5)      
   Impairment of assets                                (2,2)         (8,6)      
   Distribution from discontinuing                                              
operation - Sportsgirl                               5,3          15,0       
   Net (decrease)/increase in attributable                                      
   shareholders` funds on issue and                                             
   repurchase of shares by subsidiaries                                         
and associates                                     (41,5)        182,0       
   Onerous contracts                                  (19,5)         (1,4)      
   Termination of IT contract                             -         (90,9)      
   Closure of Constantia Greetings, a                                           
division of CNA                                        -         (30,2)      
   Loss on disposal of CNA                                -        (162,6)      
   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)      
   Restraint of trade                                     -          (1,0)      
Other                                                  -          (1,4)      
                                                     (229,2)       (153,9)      
   Share of associates and joint venture                                        
   exceptional items                                                            
Discontinuance of Country Road`s                                             
   US operation                                       (52,4)           -        
   Net insurance proceeds received on assets                                    
   destroyed in the Makro Woodmead fire                                         
and the CCW Maseru riots                            10,8            -        
   Restructuring of operations                         (3,2)           -        
   Impairment of assets                               (16,8)        (5,4)       
   Disposal of listed investment                       (2,2)           -        
Loss on disposal of Sip `n Save                     (2,9)           -        
   Bad debt relating to VAT settlement                 (4,5)           -        
   Goodwill impairment                                (23,1)           -        
   Onerous contract                                    (2,4)           -        
Distribution from share incentive scheme trust       1,1            -        
   Provision for impairment of loan to share                                    
   incentive scheme trust                              (1,2)           -        
   IT asset impairment                                    -         (6,0)       
Other                                                0,6         (2,0)       
                                                     (325,4)      (167,3)       
   Taxation                                           (20,7)        17,9        
   Minorities                                          (3,4)       (15,1)       
(349,5)      (164,5)       
6. Headline earnings per share are                                              
   calculated as follows:                                                       
   Net profit/(losses) attributable to                                          
ordinary shareholders                               91,7        (71,7)       
   Net exceptional items (note 5)                     349,5        164,5        
   Reversal of property development                                             
   impairment in exceptional items                     (4,1)       (13,5)       
Re-inclusion of restructuring costs in                                       
   exceptional items                                   (3,2)        (4,1)       
   Re-inclusion of VAT settlement in                                            
   exceptional items                                   (4,5)           -        
Re-inclusion of onerous contract                                             
   in exceptional items                                (2,4)           -        
   Associates` goodwill impairment                        -          0,3        
   Associate`s restraint of trade                       3,2            -        
Loss on sale of moveable assets                      0,7         12,5        
   Headline earnings                                  430,9         88,0        
   Headline earnings per share (cents)                 90,5         18,6        
   Headline earnings per share from continuing                                  
operations are calculated as follows:                                        
   Headline earnings                                  430,9         88,0        
   Headline earnings from                                                       
   discontinuing operations                          (475,6)      (128,1)       
Headline loss from continuing operations           (44,7)       (40,1)       
   Headline loss per share from continuing                                      
   operations (cents)                                  (9,4)        (8,5)       
7. In order to comply with AC135 - 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 allowed by AC135 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 AC116 -  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. These changes in accounting policies have resulted in a prior year      
adjustment retrospectively being processed and comparative figures being        
restated. The effects are as follows:                                           
                                                       2002          2001       
Rm            Rm       
Effect on opening shareholders` interest:                                       
   Opening accumulated profit as                                                
   previously reported                                              597,8       
Changes in accounting policies                                            
      - post retirement benefits                                    (24,2)      
      - depreciation                                                (12,9)      
      Opening accumulated profit as restated                        560,7       
Opening accumulated profit as                                                
   previously reported                                373,2                     
   Group change in investment property                                          
   accounting policy                                   43,3                     
Opening accumulated profit as restated             416,5                     
   Opening non-distributable reserves as                                        
   previously reported                                703,9                     
   Group change in investment property                                          
accounting policy                                  (43,3)                    
   Opening non-distributable                                                    
   reserves as restated                               660,6                     
Current and comparative period                                                  
profit effects:                                                          
      Changes in accounting policies:                                           
      - post retirement benefits                       (5,3)        (3,3)       
      - depreciation                                   (3,5)        (4,2)       
- profit on disposal of property                    -          0,4        
      Group change in investment property                                       
         accounting policy                            (41,2)           -        
      Consequential impact on exceptional items           -          0,7        
Net decrease in profits                          (50,0)        (6,4)       
8. Investment in associates and other                                           
   investments include:                                                         
      listed investments of                               -      1 506,8        
with a market value of                              -      2 249,9        
      and unlisted investments of                         -         54,1        
      which the directors value at                        -         67,8        
9. Commitments in respect of capital expenditure:                               
approved by directors                            32,4        104,3        
      contracted for                                      -         33,9        
This relates to the potential purchase of the Jet Park property to unwind the   
guarantees in respect of lease agreements of third parties, set out in note 11. 
The minimum recoverable value of this property is thereafter estimated at R12,9 
million, the difference has been provided for under onerous contracts.          
10. Unutilised banking facilities amount to               -      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                                0,2        172.6        
Expiring between two and five years                     0,1        599,9        
Expiring after five years                                 -      1 123,4        
Contingent liabilities: guarantees                     38,6      1 915,0        
The 2002 guarantee falls away if the Jet Park property is purchased for R32,4   
million as set out in note 9.                                                   
The Massmart promissory notes are reflected in contingent liabilities in 2001.  
12. Certain comparative figures have been regrouped and restated.               
13. Ernst & Young has provided an unqualified audit opinion which is available  
for inspection at the company`s registered office on the June 2002 annual       
financial statements, which have been abridged for the purposes of this report. 
Date: 29/08/2002 11:26:55 AM Produced by the JSE SENS Department                



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