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Wed 5 Jun 2002, 0:00 METRO CASH AND CARRY LIMITED: AUDITED CONSOLIDATED
YEAR ENDED 30 APRIL 2002                                                        
METRO CASH AND CARRY LIMITED                                                    
(Incorporated in the Republic of South Africa)                               
   Registration number 1946/021315/06                                           
   Share code: MTC   ISIN: ZAE000012688                                         
^ Turnover above R43 billion                                                    
^ Operating income before depreciation and interest over R1.1 billion           
^ Cash generated by operations exceeds R1 billion                               
^ Income before exceptional items and tax increases by 76.3%                    
AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED 30 APRIL 2002         
INCOME STATEMENT                                                                
                                                     Pro forma                  
                                        Year ended   Year ended   Year ended    
                                        30 April     30 April     30 April      
2002         2001         2001          
                                        R`000        R`000        R`000         
Income                                  43 089 541   34 619 626   35 656 103    
- continuing operations                 43 089 541   32 923 650   33 960 127    
- discontinued operations and                                                   
store closures                          -            1 695 976    1 695 976     
Cost of sales                           (41 376 427) (33 488 817) (34 441       
785)                                                                            
Administration, human resource and                                              
information systems costs               (597 547)    (338 861)    (366 160)     
Operating income before depreciation                                            
 and interest paid                      1 115 567    791 948      848 158       
Depreciation of fixed and                                                       
  intangible assets                     (225 842)    (184 470)    (189 167)     
Operating income                        889 725      607 478      658 991       
Interest paid                           (194 906)    (213 340)    (213 340)     
Income before exceptional items and                                             
  taxation                              694 819      394 138      445 651       
Exceptional items                       183 021      (444 696)    (444 696)     
Income before taxation                  877 840      (50 558)     955           
Taxation                                (248 978)    (99 645)     (115 615)     
Income after taxation                   628 862      (150 203)    (114 660)     
Income attributable to                                                          
  outside shareholders                  (168 390)    (132 380)    (132 380)     
Income/(loss) attributable to                                                   
  ordinary shareholders                 460 472      (282 583)    (247 040)     
Determination of headline earnings                                              
Income/loss) attributable to                                                    
ordinary shareholders                 460 472      (282 583)    (247 040)     
Investment in Israeli operations                                                
  written off                           -            66 936       66 936        
Provision against recoverability of                                             
loans to Employee Share                                                       
  Incentive Trusts                      -            235 778      235 778       
Carrying value of Zimbabwe operations                                           
  written off                           19 407       -            -             
Profit on sale of investment in                                                 
  Israeli operations                    (244 894)    -            -             
Provision for diminution in                                                     
  carrying value of Zambian operations  4 327        -            -             
Adjustment arising from purchase by                                             
  subsidiary of its preference share                                            
  and conversion of remainder to                                                
  ordinary shares                       38 139       -            -             
Net loss on disposal of businesses and                                          
  stores in subsidiaries                28 668       29 115       29 115        
Amortisation of goodwill                36 325       20 219       20 219        
Headline earnings                       342 444      69 465       105 008       
Ordinary shares in issue (000`s)                                                
- total                                 1 707 762    1 685 846    1 685 846     
- weighted average                      1 693 151    1 347 756    1 347 756     
Headline earnings per share (cents)     20.23        5.15         7.79          
Attributable earnings/(loss)                                                    
  per share (cents)                     27.20        (20.97)      (18.33)       
CONSOLIDATED BALANCE SHEET                                                      
                                        Year ended   Year ended                 
30 April     30 April                   
                                        2002         2001                       
                                        R`000        R`000                      
Assets                                                                          
Non-current assets                      2 231 685    1 581 429                  
Fixed assets                            1 090 165    876 747                    
Intangible assets                       835 722      325 959                    
Investments and loans                   161 560      159 651                    
Future income tax benefit in                                                    
  foreign subsidiary                    144 238      219 072                    
Current assets                          7 612 781    6 272 484                  
Inventories                             2 919 095    2 583 925                  
Accounts receivable                     3 885 271    3 380 997                  
Bank balances and cash                  808 415      307 562                    
Total assets                            9 844 466    7 853 913                  
Equity and liabilities                                                          
Shareholders` funds                                                             
Capital and reserves                    1 301 016    1 088 930                  
Outside shareholders` interest          442 465      304 816                    
Non-current liabilities                 1 647 928    1 684 003                  
Deferred taxation                       5 054        6 787                      
Interest bearing                        1 642 874    1 677 216                  
Current liabilities                     6 453 057    4 776 164                  
Accounts payable                        5 431 102    4 259 783                  
Provisions                              411 476      255 586                    
Taxation                                86 714       49 376                     
Interest bearing                        523 765      211 419                    
Total equity and liabilities            9 844 466    7 853 913                  
Capital expenditure                                                             
Expended during the period              100 923      224 082                    
Committed or authorised                 12 509       11 998                     
Contingent liabilities                  26 870       42 263                     
Ordinary shares in issue (000`s)        1 707 762    1 685 846                  
Net asset value per share (cents)       76.2         64.6                       
ABRIDGED CASH FLOW STATEMENT                                                    
                                        30 April     30 April                   
2002         2001                       
                                        R`000        R`000                      
Net cash flow from operations           1 069 712    759 826                    
Investment income                       36 488       30 199                     
Reduction/(increase) in working capital 28 852       (457 694)                  
Value added tax settlement costs        -            (141 982)                  
Finance costs                           (194 906)    (213 340)                  
Taxation paid                           (152 586)    (62 410)                   
Cash inflow/(outflow) from operations   787 560      (85 401)                   
Dividends paid                          -            (43 306)                   
Net cash retained/(utilised)            787 560      (128 707)                  
Cash realised/(utilised) from                                                   
investing activities                  93 982       (122 053)                  
                                        881 542      (250 760)                  
Net cash (outflow)/ inflow from                                                 
  financing activities                  (644 605)    179 739                    
Increase/(decrease) in cash and                                                 
  cash equivalents                      236 937      (71 021)                   
STATEMENT OF CHANGES IN ORDINARY SHAREHOLDERS` EQUITY                           
                                        30 April     30 April                   
2002         2001                       
                                        R`000        R`000                      
Balance at beginning of year                                                    
  (as previously reported)              1 088 930    855 320                    
Prior year adjustment for                                                       
  employee benefits                     (116 512)    -                          
Restated balance at beginning of year   972 418      855 320                    
Issue of ordinary shares                                                        
Cash                                    -            473 336                    
Non-cash                                -            175 791                    
Share issue expenses                    (170)        (15 942)                   
Movements in distributable reserves                                             
Income/(loss) attributable to                                                   
  ordinary shareholders                 460 472      (247 040)                  
Movements in non-distributable reserves                                         
Transfer to/(from)                                                              
distributable reserves                (9 443)      (25 769)                   
Foreign currency translation reserve    (122 261)    (126 766)                  
Balance at end of year                  1 301 016    1 088 930                  
SEGMENTAL INFORMATION                                                           
Australia                                                                    
                                        Year ended   Year ended                 
                                        30 April     30 April                   
                                        2002         2001                       
R`000        R`000                      
Sales to customers                      29 047 610   22 279 541                 
Interest received                                                               
Dividends received                                                              
Total revenue                                                                   
Segment result - continuing operations  586 200      423 779                    
Income from associated company          2 070        1 457                      
Amortisation of goodwill arising        (23 122)     (21 033)                   
on consolidation                                                              
Loss - discontinued operations                                                  
Interest received                                                               
Interest paid                                                                   
Exceptional items                                                               
Income before taxation                                                          
Total depreciation and amortisation     121 001      101 579                    
SEGMENTAL INFORMATION                                                           
South Africa                                                                 
                                        Year ended   Year ended                 
                                        30 April     30 April                   
                                        2002         2001                       
R`000        R`000                      
Sales to customers                      10 977 069   10 095 768                 
Interest received                                                               
Dividends received                                                              
Total revenue                                                                   
Segment result - continuing operations  206 484      172 083                    
Income from associated company                                                  
Amortisation of goodwill arising                                                
on consolidation                                                              
Loss - discontinued operations                                                  
Interest received                                                               
Interest paid                                                                   
Exceptional items                                                               
Income before taxation                                                          
Total depreciation and amortisation     62 730       65 174                     
SEGMENTAL INFORMATION                                                           
Africa                                                                       
                                                     Pro forma                  
                                        Year ended   Year ended   Year ended    
                                        30 April     30 April     30 April      
2002         2001         2001          
                                        R`000        R`000        R`000         
Sales to customers                      2 599 953    1 979 653    3 013 850     
Interest received                                                               
Dividends received                                                              
Total revenue                                                                   
Segment result - continuing operations  89 005       57 267       102 344       
Income from associated company                                                  
Amortisation of goodwill arising                                                
  on consolidation                                                              
Loss - discontinued operations                                                  
Interest received                                                               
Interest paid                                                                   
Exceptional items                                                               
Income before taxation                                                          
Total depreciation and amortisation     17 518       12 615       17 312        
SEGMENTAL INFORMATION                                                           
   Hong Kong &                                                                  
   Corporate                                                                    
                                        Year ended   Year ended                 
30 April     30 April                   
                                        2002         2001                       
                                        R`000        R`000                      
Sales to customers                      429 726      236 713                    
Interest received                                                               
Dividends received                                                              
Total revenue                                                                   
Segment result - continuing operations  60 908       16 606                     
Income from associated company          2 070        1 457                      
Amortisation of goodwill arising                                                
  on consolidation                      (20 100)     (4 880)                    
Loss - discontinued operations                                                  
Interest received                                                               
Interest paid                                                                   
Exceptional items                                                               
Income before taxation                                                          
Total depreciation and amortisation     24 593       5 102                      
SEGMENTAL INFORMATION                                                           
   Total                                                                        
                                                     Pro forma                  
Year ended   Year ended   Year ended    
                                        30 April     30 April     30 April      
                                        2002         2001         2001          
                                        R`000        R`000        R`000         
Sales to customers                      43 054 358   34 591 675   35 625 872    
Interest received                       29 234       23 763       30 199        
Dividends received                      5 949        4 188        32            
Total revenue                           43 089 541   34 619 626   35 656 103    
Segment result - continuing operations  942 597      669 735      714 812       
Income from associated company          2 070   1 457             1 457         
Amortisation of goodwill arising                                                
  on consolidation                      (43 222)     (25 913)     (25 913)      
Loss - discontinued operations          (40 954)     (61 564)     (61 564)      
Interest received                       29 234       23 763       30 199        
Interest paid                           (194 906)    (213 340)    (213 340)     
Exceptional items                       183 021      (444 696)    (444 696)     
Income before taxation                  877 840      (50 558)     955           
Total depreciation and amortisation     225 842      184 470      189 167       
COMMENTS                                                                        
   Trading                                                                      
Group turnover from continuing operations totalled R43 billion, an           
increase, like-on-like, of 30.9% over the R32.9 billion of the previous         
year. Offshore operations (Metcash Australasia, Africa and Hong Kong)           
contributed 74.5% of the Group`s turnover and 77.6% of income before            
interest, exceptional items and taxation.                                       
   The Group has achieved yet another milestone in that operating income        
before depreciation and interest paid exceeded R1 billion for the first         
time. Income before exceptional items and taxation totalled R695 million, an    
increase of 76% on the previous year`s R394 million.                            
   This outstanding performance is clearly reflected in the R743 million        
turnaround in attributable income. Cash generated from operating activities     
exceeded R1.1 billion and headline earnings per share increased to 20.23        
cents. This was achieved despite the dilution resulting from the rights         
issue in February 2001.                                                         
   The Group`s net cash resources increased by R237 million and long term       
borrowings were reduced by A$126 million during the year. The Rand effect of    
this reduction was substantially diluted by the depreciation of the currency    
against the Australian Dollar since April 2001.                                 
   METCASH TRADING LIMITED, AUSTRALASIA                                         
   This 64% owned subsidiary produced outstanding results. Turnover totalled    
R29 billion, an increase of 30.4% over the R22.3 billion achieved in 2001.      
   Like-on-like turnover growth for the period, in Australian Dollars, was a    
creditable 14%, while earnings after taxation increased by 76.4%. The           
strength of this performance was highlighted by the fact that cash generated    
from operations totalled A$136 million (R680 million). In Rand terms, income    
for the year before interest, exceptional items and taxation totalled R565      
million. All trading divisions reported increased turnover and strong cash      
flows, with IGA Distribution delivering a particularly good performance.        
Both IGA Distribution and Australian Liquor Marketers increased earnings        
whilst Campbells Cash & Carry reported a decrease in earnings owing to the      
cost of a major drive into the formalised convenience sector and                
confectionery route trade. These figures have been converted from Australian    
Dollars to Rand on the following basis -                                        
* income and expense items at R5 = A$1 (2001 - R4.08)                           
* assets and liabilities at R5.72 (2001 - R4.06).                               
   METCASH S.A. LIMITED                                                         
The performance of this business unit in the second half of the year         
improved dramatically, despite a particularly tough trading and economic        
climate. Turnover for the year increased by 9% to R11 billion. This, coupled    
with the strategic and rationalisation measures implemented earlier in the      
year, resulted in income before exceptional items and interest of R206          
million - an increase of 20% over that of the previous year.                    
   All divisions in this business unit reflected significantly improved         
levels of profitability and stronger cash flows. The recently launched UMS      
Buying Group is making steady progress in membership growth.                    
   METCASH AFRICA (PROPRIETARY) LIMITED                                         
   This company has operations in Botswana, Zimbabwe, Malawi, Zambia,           
Mozambique, Kenya, Uganda and Angola and, notwithstanding the trading           
difficulties experienced in these countries, once again produced outstanding    
results. With the exception of Malawi and Zambia, operations in all             
countries reflected impressive growth and improved performances in              
applicable local currency terms.                                                
On a like-for-like comparison, turnover, which totalled R2.6 billion,        
increased by 31.3% over the previous year. Income before interest and           
taxation increased by 56.8% to R90 million.                                     
   As reported at the interim stage, the Zimbabwe operation was                 
deconsolidated and its results are only included to the extent of dividends     
received. The carrying value of this investment was written off. If the         
Zimbabwe results had been included, this would have increased Group profit      
before tax by some R34 million.                                                 
Zambia was one of those countries worst affected by the turmoil in           
Zimbabwe, resulting in its own political and economic uncertainties. A          
conservative approach has been adopted regarding this operation, resulting      
in the creation of a provision for diminution in the carrying value of this     
investment.                                                                     
   Trading in Malawi was adversely impacted by the famine experienced in        
rural areas, as well as the reduction in foreign donor aid.                     
   METCORP HONG KONG LIMITED                                                    
This business unit had an excellent year. Turnover increased by 81.5% to     
R429.7 million for the year, on the back of improved product availability       
and demand. Income before interest and taxation increased by 88.3%.             
   ACCOUNTING POLICIES                                                          
This report is prepared on the historical cost basis in accordance with      
South African Statements of Generally Accepted Accounting Practice. The         
Group`s accounting policies have been altered in order to comply with the       
requirements of AC 116. The obligation to fund post retirement medical costs    
is now fully provided for, as are leave pay and other employee benefits.        
This change has been effected as a prior year adjustment. Save for the          
foregoing, the accounting policies are consistent with those applied in the     
last annual report.                                                             
PRO FORMA COMPARATIVES                                                       
   The Zimbabwe operations have been deconsolidated and, in order to achieve    
a meaningful comparison, a pro forma comparative income statement for the       
year ended 30 April 2001 is presented. All comparisons made in these            
comments accord with those figures.                                             
   EXCEPTIONAL ITEMS                                                            
                                                                 R`000          
30 April 2002                                                                   
Carrying value of Zimbabwe operations written off                19 407         
Profit on sale of investment in Israeli operations               (244 894)      
Provision for diminution in carrying value of Zambian operations 4 327          
Adjustment arising from purchase by subsidiary of its preference                
shares and conversion of remainder to ordinary shares            38 139         
                                                                 (183 021)      
30 April 2001                                                                   
Investment in Israeli operations written off                     66 936         
Provision against recoverability of loans to                                    
  Employee Share Incentive Trusts                                235 778        
Amount paid to South African Revenue Service in respect of                      
  VAT settlement                                                 141 982        
444 696        
   BORROWING CAPACITY AND INTEREST BEARING DEBT                                 
   In terms of the relevant articles of association, the Group has unlimited    
borrowing powers.                                                               
Interest bearing debt comprises -                                            
   Non-current                                                                  
   A$157 million (R899 million) syndicated loan for the balance of the          
purchase price of the investment in Australia, bearing interest at              
approximately 6.8% per annum. A$130 million (R744 million) in terms of a        
formal accounts receivable securitisation programme in the Australian           
subsidiary, bearing interest at approximately 5% per annum.                     
   Current                                                                      
Fluctuating bank borrowings in various operations, bearing interest at       
prime overdraft rates or below.                                                 
   HEADLINE EARNINGS                                                            
   The calculation is based on 1 693 151 232 shares (2001 - 1 347 755 581       
shares), being the weighted average number of shares in issue during the        
year under review.                                                              
   PROSPECTS                                                                    
   All operations are trading well and the Group has yet to derive the full     
benefit from -                                                                  
* the disposal by Franklins of stores to independent retailers in Australia;    
* additional turnover volume in Australia that will result from the recently    
announced Foodworks agreement;                                                  
* rationalisation and strategic initiatives implemented in the South African    
operations;                                                                     
* recent expansion of certain business ventures in Africa.                      
   The solid foundation reflected in this announcement, coupled with the        
above factors and other opportunities currently under investigation, should     
produce a substantially improved performance in the year ahead.                 
   CAPITALISATION ISSUE                                                         
   The Board has resolved to award capitalisation shares to shareholders        
recorded in the books of the company on 5 July 2002 in the ratio of 2 new       
fully paid ordinary shares for every 100 held.                                  
   The number of capitalisation shares that will be issued is 34 155 241.       
The salient dates are -                                                         
Last day to trade cum capitalisation issue              Friday, 28 June 2002    
New shares listed                                        Monday, 1 July 2002    
First date to trade ex capitalisation issue              Monday, 1 July 2002    
Record date for capitalisation issue                     Friday, 5 July 2002    
Issue of new share certificates or shareholder                                  
  account credited with CSDP or broker                   Monday, 8 July 2002    
   Shareholders may not dematerialise or rematerialise their holdings of        
ordinary shares between Monday, 24 June 2002, and Friday, 5 July 2002, both     
dates inclusive.                                                                
   On behalf of the Board                                                       
   Dr F van Zyl Slabbert    C S dos Santos                                      
   Chairman                 Chief Executive                                     
5 June 2002                                                                  
DIRECTORATE AND ADMINISTRATION                                                  
Directors:                                                                      
   Dr F van Zyl Slabbert (Chairman)*, C S dos Santos (Chief Executive),         
J L Grainger, B J Hale, D Kashuv (Israeli), B Joseph, L M Mathabathe,        
   J R McAlpine*, H Mer, G H Pieterse*, A Reitzer, G B Rubenstein*,             
   V D Rubin, S O Shonhiwa*, R D Taurog     *non-executive                      
Group Company Secretary:                                                        
P M Gishen (Miss)                                                            
Registered office:                                                              
   First Floor, 33 Scott Street, Waverley, Johannesburg 2090                    
   (PO Box 1970, Highlands North 2037)                                          
Transfer secretaries:                                                           
   Computershare Investor Services Limited,                                     
   11 Diagonal Street, Johannesburg 2001,                                       
   (PO Box 1053, Johannesburg 2000)                                             
Date: 05/06/2002 01:37:00 PM Produced by the SENS Department                    

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