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Mon 23 Feb 2004, 17:06 Unaudited interim results for the six
Wilson Bayly Holmes - Ovcon Limited - Unaudited interim results for the six     
  months ended 31 December 2003                                                   
  WILSON BAYLY HOLMES - OVCON LIMITED                                             
  Building and civil engineering contractors                                      
  ISIN: ZAE000009932                                                              
  Share code: WBO                                                                 
  (Registration No 1982/011014/06)                                                
  Unaudited interim results for the six months ended 31 December 2003             
  Operating income up 27%                                                         
  Headline earnings up 17%                                                        
  Distribution to shareholders up 21%                                             
  Income Statement                                                                
                                     6 months    6 months    Year to              
                          %          to 31 Dec   31 Dec to   30 June              
                          increase/  2003        2002        2003                 
  (decrease)  R"000       R"000       R"000                
  Turnover                0,1        1 226 062   1 225 168   2 408 399            
  Operating income before                                                         
  depreciation and                                                                
  amortisation            20,8       86 683      71 779      138 773              
  Less: Depreciation      4,2        21 602      20 722      46 227               
  Goodwill amortisation  (32,9)      9 602       14 320      28 975               
  Operating income        51,0       55 479      36 737      63 571               
  Investment income      (19,2)      5 192       6 430       21 852               
  Income before interest  40,5       60 671      43 167      85 423               
  Interest paid           39,3       1 944       1 395       4 311                
  Income before taxation  40,6       58 727      41 772      81 112               
  Taxation                21,8       20 263      16 633      27 921               
  Income after taxation   53,0       38 464      25 139      53 191               
  Income from                                                                     
  associates             (3,8)       8 450       8 782       18 816               
  Income attributable                                                             
  to shareholders         38.3       46 914      33 921      72 007               
  Reconciliation of                                                               
  headline earnings                                                               
  Income attributable                                                             
  to shareholders         38.3       46 914      33 921      72 007               
  Add back                                                                        
  Goodwill amortisation  (32.9)      9 602       14 320      28 975               
  Headline earnings       17.1       56 516      48 241      100 982              
  Balance Sheet                                                                   
                                     31 Dec      31 Dec      30 June              
                                     2003        2002        2003                 
  R"000       R"000       R"000                
  ASSETS                                                                          
  Non-current assets                 383 099     377 572     375 472              
  Property, plant and equipment      230 720     234 741     234 302              
  Investments in associates          119 950     108 876     116 132              
  Investments and loans              25 333      12 273      13 363               
  Goodwill                           7 096       21 682      11 675               
  Current assets                      907 703     665 387     968 475             
  Inventories                        26 935      27 565      28 748               
  Contracts in progress              474 914     334 449     562 645              
  Accounts receivable                107 530     40 430      90 741               
  Bank balances                      298 324     262 943     286 341              
  Total assets                       1 290 802   1 042 959   1 343 947            
  EQUITY AND LIABILITIES                                                          
  Ordinary share capital                                                          
  and reserves                       390 553     336 455     360 376              
  Non-current liabilities            74 789      71 460      52 302               
  Interest bearing debt              4 941       10 037      15 856               
  Deferred tax                       69 848      61 423      36 446               
  Current liabilities                825 460     635 044     931 269              
  Short-term loans                   20 342      11 857      20 043               
  Accounts payable and                                                            
  provisions                         759 238     581 472     835 348              
  Taxation                           45 880      41 715      75 878               
  Total equity and liabilities       1 290 802   1 042 959   1 343 947            
  Net tangible asset value per                                                    
  share (cents)                      691         567         628                  
  Cash Flow Statement                                                             
  6 months    6 months    Year to              
                                     to 31 Dec   to 31 Dec   30 June              
                                     2003        2002        2003                 
                                     R"000       R"000       R"000                
  Cash flows from operating                                                       
  activities                                                                      
  Operating profit before working                                                 
  capital changes                    74 720      56 898      109 685              
  Working capital changes            5 595      (15 555)    (49 890)              
  Cash generated from operations      80 315      41 343      59 795              
  Investment income                  5 192       6 430       21 852               
  Financing costs                   (1 944)     (1 395)     (4 311)               
  Taxation                          (16 859)    (6 235)     (8 174)               
  Repayment of share premium         -          (13 318)    (21 086)              
  Dividend paid                     (15 537)     -           -                    
  Cash retained from operations      51 167      26 825      48 076               
  Utilised in investing activities                                                
  Change in investments             (11 970)    (3 575)     (4 665)               
  Investment in associates          (3 818)     (10 828)    (8 230)               
  Investment in subsidiary          (1 531)     (22 616)    (21 140)              
  Purchase of fixed assets (net)    (11 249)    (28 598)    (50 844)              
  Cash flow after investing                                                       
  activities                         22 599     (38 792)    (36 803)              
  Cash effects of financing                                                       
  activities                                                                      
  Change in borrowings              (10 616)     103         22 174               
  Net change in bank and                                                          
  cash balances                      11 983     (38 689)    (14 629)              
  Cash and bank balances at                                                       
  start of period                    286 341     291 489     291 489              
  Cash flow on acquisition                                                        
  of subsidiary                      -           10 143      9 481                
  Cash and bank balances at end                                                   
  of period                          298 324     262 943     286 341              
  Statement of Changes in Equity                                                  
                                     6 months    6 months    Year to              
  to 31 Dec   to 31 Dec   30 June              
                                     2003        2002        2003                 
                                     R"000       R"000       R"000                
  Capital and reserves at                                                         
  start of period                    360 376     335 101     335 101              
  Retained income for the period     46 914      33 921      72 007               
  Changes in foreign currency                                                     
  reserve                           (1 200)     (19 249)    (25 646)              
  Repayment of share premium         -          (13 318)    (21 086)              
  Dividend paid                     (15 537)     -           -                    
  Capital and reserves at                                                         
  end of period                      390 553     336 455     360 376              
  Notes and Additional Information                                                
                                     31 Dec      31 Dec      30 June              
                                     2003        2002        2003                 
                                     R"000       R"000       R"000                
  1. Segmental results                                                            
  Turnover                                                                        
  Local                              947 869     838 683     1 644 596            
  International                      278 193     386 485     763 803              
  1 226 062   1 225 168   2 408 399            
  Operating income before                                                         
  depreciation and amortisation                                                   
  Local                              43 689      36 291      86 321               
  International                      21 392      14 766      6 225                
                                     65 081      51 057      92 546               
  Results at the interim period                                                   
  are not seasonally influenced                                                   
  2. Contingent liabilities                                                       
  Guarantees issued                  485 498     554 030     478 462              
  3. Continuity                                                                   
  These results are based on the same accounting policies and methods of          
  computation as those used in preparing the annual financial statements at 30    
  June 2003.                                                                      
  These condensed statements fairly represent, in all material respects, the South
  African Statement of Generally Accepted Accounting Practice on Interim Financial
  Reporting.                                                                      
  COMMENTS                                                                        
  At the midway stage the group is on track to achieve another successful year of 
  real growth in 2004.                                                            
  Headline earnings have increased by 15 cents to 102 cents per share, an increase
  of 17%.                                                                         
  Turnover has remained static largely due to a decline in work carried out by the
  roads and earthworks division whereas the construction division recorded a      
  compensatory increase. Despite this, the roads and earthworks division has      
  achieved a much improved performance and this has largely brought about the     
  increase in operating margins from 4,2% in the comparative period to 5,3% for   
  the current six months.                                                         
  The volume of work carried out beyond the borders of South Africa has further   
  declined and now represents 23% of total turnover. Again, because of the        
  improved performance of the roads and earthworks division operating income from 
  contracts outside South Africa has improved from 29% to 33% of the total.       
  Management is aware of the risks involved in tendering for major works          
  overborder and has tailored its strategy accordingly.                           
  The order book at R2,2 billion is R300 million higher than the figure at the end
  of June 2003. Cash balances at year-end stood at R298 million, an increase of   
  R12 million since June 2003. The group"s gearing is negligible.                 
  The roads division is in line to be awarded a number of large road and          
  infrastructural contracts both in and outside South Africa. The undue delay in  
  awarding these contracts is frustrating but the division has managed to keep its
  crews busy on a number of smaller earthworks and roads contracts in the         
  Republic. Work on the N4 Platinum toll road contract is in its final stages and 
  our road contract in Lesotho is complete but at this stage the final account has
  not been settled. The contract for the rehabilitation of the N1 at Colesberg is 
  making good progress and is due for completion in August 2004.                  
  The R200 million contract for the installation of a sewerage network for the    
  town of Tonota in Botswana is performing better than expected but could be      
  affected, on currency translation, by the recent devaluation of the Botswana    
  Pula. However, despite this, the contract is expected to remain profitable.     
  The surface mining contract in Tanzania is performing according to budget and in
  Mozambique, the company has been awarded a contract for works at the Maputo     
  harbour worth R50 million.                                                      
  The number of contracts for reinforced concrete civil work coming out to tender 
  has been disappointing but fortunately the slack has been taken up by a number  
  of new building contracts awarded during the period. This has resulted in the   
  construction division achieving a higher level of turnover than the comparative 
  period but margins have shown a slight decline because of the change in mix of  
  work.                                                                           
  In Gauteng work has started on the construction of the Clearwater Mall in       
  Roodepoort, a 14-month contract worth R290 million as well as on the prestigious
  Bowman Gilfillan office block in the Sandton CBD. We will shortly commence work 
  on the construction of the village at the Oubaai Golf Estate and the first phase
  is expected to be worth R60 million. The division has also been awarded a       
  contract for the construction of a shopping centre near Malelane worth R50      
  million. The DTI office campus contract is also making good progress and is due 
  for completion in June this year. The construction programme is onerous with    
  work to the value of R400 million required to be completed within a period of 17
  months but the target completion dates should be achieved.                      
  The Western Cape has been particularly busy during the period. The awards of the
  Capegate regional shopping centre contract worth R256 million as well as a      
  smaller centre, "The Paddocks" in Milnerton worth R50 million have provided more
  than sufficient work for the crews coming off the International Convention      
  Centre contract. The two apartment block contracts in Clifton have experienced  
  mixed fortunes, one has been successfully completed but work on the other has   
  been delayed by unexpectedly difficult ground conditions.                       
  In KwaZulu-Natal good progress is being made on the Sibaya Casino and           
  Entertainment Kingdom which is due for completion in October 2004.              
  The Eastern Cape has also been busy and there is a fair amount of building work 
  on offer, particularly in Port Elizabeth.                                       
  The recent acquisition of Suncon (Pty) Limited in Botswana has proved to be a   
  success and turnover is expected to almost double in our second year of         
  ownership.                                                                      
  Our associate company in Australia, Probuild Constructions achieved a slight    
  increase in profits compared to the previous period, but the strengthening of   
  the Rand resulted in a decrease in earnings of 11% over the period in Rand      
  terms.                                                                          
  Our chairman, Mike Wylie, is playing an active role in the initiative to        
  establish a BEE charter for the construction industry and significant progress  
  has been achieved in this half year.                                            
  Prospects                                                                       
  In our annual report for the year ended 30 June 2003 we stated that the group   
  should achieve a real increase in headline earnings for the 2004 year. At this  
  stage we see no reason why we should change that view.                          
  Dividend declaration                                                            
  Notice is hereby given that an interim dividend of 17 cents per share in respect
  of the year ended 30 June 2004 has been declared payable to all shareholders    
  recorded in the register of the company on Friday, 23 April 2004, the record    
  date. The last day to trade cum-dividend will be Friday, 16 April 2004 and the  
  shares will trade ex-dividend on Monday, 19 April 2004. Payment of the dividend 
  will be made on Monday, 26 April 2004. Share certificates may not be            
  dematerialised or rematerialised between Monday, 19 April 2004 and Friday, 23   
  April 2004 both days inclusive.                                                 
  On behalf of the board                                                          
  M S WYLIE                                                                       
  Chairman                                                                        
  A J MACKENZIE                                                                   
  Director                                                                        
  23 February 2004                                                                
  Date: 23/02/2004 04:47:33 PM Produced by the JSE SENS Department
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