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Fri 30 May 2003, 14:45 Incentive Holdings Limited - Reviewed Consolidated
Incentive Holdings Limited - Reviewed Consolidated Results For The Year Ended 28
February 2003                                                                   
INCENTIVE HOLDINGS LIMITED                                                      
(Registration number 1998/013800/06)                                         
    Share code: ICT   ISIN: ZAE000019329                                        
   ("the company" or "the group")                                               
REVIEWED CONSOLIDATED RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2003               
CONSOLIDATED INCOME STATEMENT                                             
                                                    Year ended      Year ended  
                                                   28 Feb 2003     28 Feb 2002  
                                                      Reviewed         Audited  
R"000           R"000  
Revenue                                                  4 166           6 743  
Other income                                             8 965               -  
Expenses  Operating                                   (12 889)        (12 187)  
Expenses  Depreciation                                   (518)           (916)  
Expenses  Amortisation                                   (211)           (889)  
Operating loss before interest                           (487)         (7 249)  
Share of (loss)/profit of associate                      (147)             62   
Net interest paid                                      (1 585)         (2 163)  
Loss before taxation                                   (2 219)         (9 350)  
Deferred taxation                                     (10 527)          4 477   
Loss attributable to ordinary                                                   
shareholders                                         (12 746)         (4 873)  
Loss attributable to ordinary                                                   
 shareholders                                         (12 746)         (4 873)  
Amortisation                                               211             889  
Headline loss attributable                                                      
 to ordinary shareholders                             (12 535)         (3 984)  
Loss per share - cents                                   (4,6)           (1,8)  
Headline loss per share - cents                          (4,6)           (1,5)  
ABRIDGED CASH FLOW STATEMENT                                              
                                                    Year ended      Year ended  
                                                   28 Feb 2003     28 Feb 2002  
                                                      Reviewed         Audited  
R"000           R"000  
Cash flow from operating                                                        
 activities                                             10 926         (4 384)  
Cash flow from investing                                                        
activities                                                626             387  
Cash flow from financing activities                   (11 812)          (3125)  
Net movement in cash                                                            
 and cash equivalents                                    (260)         (7 122)  
Cash and cash equivalents                                                       
 at beginning of year                                    2 009           9 131  
Cash and cash equivalents                                                       
 at end of year                                          1 749           2 009  
CONSOLIDATED BALANCE SHEET                                                 
                                                   28 Feb 2003     28 Feb 2002  
                                                      Reviewed         Audited  
                                                         R"000           R"000  
ASSETS                                                                          
Non-current assets                                      21 605          37 398  
Property, plant and                                                             
 equipment                                               2 314           2 858  
JSE and SAFEX rights                                     1 304           1 309  
Intangible assets                                            -           2 800  
Loans receivable                                         1 263           1 884  
Deferred tax                                                 -          10 527  
Investment in associate                                 16 724          18 020  
Current assets                                           8 632          24 455  
Total assets                                            30 237          61 853  
EQUITY AND LIABILITIES                                                          
Capital and reserves                                                            
Ordinary shareholders" funds                            11 547          24 382  
Non-current liabilities                                 14 531           7 409  
Non-interest bearing liabilities                        12 510           5 277  
Interest bearing liabilities                             2 021           2 132  
Current liabilities                                      4 159          30 062  
Total equity and liabilities                            30 237          61 853  
Net asset value per share                                  4,2             8,9  
STATEMENT OF CHANGES IN EQUITY                                            
                                                        Non-                    
                                                   distribu-    Accumu-         
                               Share       Share       table     lated          
capital     premium     reserve      loss   Total  
                               R"000       R"000       R"000     R"000   R"000  
Balance at                                                                      
 28 February 2001                275      50 739           -  (21 381)   29 633 
Net loss for                                                                    
 2002 year                         -           -           -   (4 873)  (4 873) 
Revaluation of property            -           -         772        -       772 
Balance at 28 February                                                          
2002 as previously                                                             
 reported                        275      50 739         772  (26 254)   25 532 
Adjustment to retained                                                          
 income in respect of                                                           
change in accounting                                                           
 policy AC 131                                                 (1 150)  (1 150) 
Balance at                                                                      
 28 February 2002                                                               
restated                        275      50 739         772  (27 404)   24 382 
Net loss for 2003 year             -           -           -  (12 746) (12 746) 
Revaluation of property            -           -         (89)       -      (89) 
Balance at                                                                      
28 February 2003               275      50 739         683  (40 150)  11 547  
   COMMENTARY                                                                   
   There has been no improvement in corporate activity as applicable to the     
company"s traditional activities during the review period. This has naturally   
impacted on the company"s results. In anticipation of the developments described
below, the directors have decided to take the most conservative route, which is 
reflected in these results. The deferred tax asset has been written-off this    
year, as well as goodwill being fully amortised.                                
"Other income" reflects the outcome of the settlement reached with a major   
creditor during the year. The full amount claimed by the creditor was previously
included as a liability.                                                        
   The directors are pleased to report that the Life Licence of the associate   
has now been activated having met the requirements of the Financial Services    
Board. This company changed its name to Anglo Dutch Life Limited. This          
development will lead to a recapitalisation of the life company in the current  
reporting period and the group will continue to own a significant minority      
stake.                                                                          
   The directors are pleased to report that Mr Peter Moss has joined the Board  
of the company and the directors welcome his vast experience in the short-term  
insurance industry, which is a field the group has decided to embark on with a  
new division created for this purpose.                                          
   The Board has identified an opportunity in the short-term insurance industry 
and, with the encouragement of some of the influential participants in this     
field, the group is in the process of arranging underwriting facilities which   
should generate much needed cash flow.                                          
   It is expected that further Board appointments will be made to administer    
this new venture and further announcements will be made as soon as the          
negotiations and commencement of business are completed.                        
There have been no further changes in the group"s activities, but, as a      
result of the developments discussed above, it is expected that the other       
divisions, dedicated to the financial services industry, will be regenerated.   
   In the light of the group"s results, no dividend is contemplated.            
The abridged financial statements have been prepared using accounting policies  
which are in accordance with South African Statements of Generally Accepted     
Accounting Practice. These policies are consistent with those applied in the    
previous year, with the exception of the adoption of AC 131 relating to business
combinations.                                                                   
   The abridged financial statements have been reviewed by Fisher Hoffman PKF   
(Jhb) Inc., whose unqualified review report is available for inspection at the  
registered office of the company.                                               
Registered Office                        Transfer Secretaries                   
Incentive House                          Computershare Investor Services Limited
170 Oxford Road                          70 Marshall Street                     
Melrose, 2196                            Johannesburg, 2001                     
(Private Bag X60                        (PO Box 1053                            
Saxonwold, 2132)                         Johannesburg, 2000)                    
   By order of the Board                                                        
   Johannesburg                                                                 
30 May 2003
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