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Tue 29 Jun 2004, 13:12 Results For The Year Ended 31 March 04
Johnnic Holdings Limited - Audited Preliminary Results For The Year Ended 

Release Date: 29/06/2004 12:00:01      Code(s): JNC        
JOHNNIC HOLDINGS LIMITED - AUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED       
                           31 MARCH 2004                                        
Johnnic Holdings Limited                                                        
(`Johnnic` or `the Company`)                                                    
Incorporated in the Republic of South Africa                                    
Registration number 1889/000429/06                                              
JSE Share code: JNC                                                             
ISIN: ZAE000024352                                                              
AUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2004                    
Highlights                                                                      
*    Cash and cash equivalents up R542 million                                  
*    Attributable earnings (pro forma) up 68%                                   
*    Headline earnings (pro forma) up 124%                                      
COMMENTARY                                                                      
OVERVIEW                                                                        
The most significant transaction in the past year was the distribution of R8,2  
billion worth of MTN Group Limited (`MTN`) shares to shareholders with a market 
value of R14,8 billion at the date of this preliminary results announcement.    
This transaction realised an exceptional profit of R3,7 billion resulting from  
the 526,7 million MTN shares unbundled which were revalued from a book value of 
R8,62 per share to a market value of R15,61 per share on the date of unbundling,
being 20 June 2003.                                                             
This contributed to a 336% increase in attributable earnings from R962 million  
to R4 196 million for the year ended 31 March 2004.                             
Johnnic Holdings Limited (`Johnnic`) currently comprises holdings in the        
following companies:                                                            
*    Johnnic Communications Limited (`Johncom`) - 62,5%                         
*    Gallagher Estate Holdings Limited - 100%                                   
*    Johnnic Properties - 100%                                                  
*    Durban Add-Ventures Limited (`Durban Add-Ventures`) - 71,3%                
PRO FORMA RESULTS                                                               
As a result of the unbundling of the MTN shares and accounting for the full     
share of Durban Add-Ventures prior years losses in the current year, the results
of the Group are not comparable with those of the previous year.                
MTN was equity accounted for a three-month period to the date of the unbundling 
in June 2003. Johnnic ceased to account for the earnings of MTN thereafter.     
Johnnic has a 71,3% shareholding in Durban Add-Ventures which in turn holds a   
40% stake in Tsogo Sun KwaZulu-Natal (Proprietary) Limited which trades as      
Suncoast Casino and Entertainment World (`Suncoast Casino`).                    
Durban Add-Ventures has been consolidated for the first time in the current     
year. This subsidiary was not consolidated in the past due to the uncertainty   
around Johnnic`s future plans. Johnnic has been required to reflect the full    
share of this company`s losses since acquisition in 1998 in the current         
financial year. The effect of not consolidating the losses in DAV on the prior  
year`s results is not material.                                                 
To enable better appreciation of Johnnic`s ongoing businesses a pro forma       
consolidated income statement has been presented for the current year and the   
prior year using consistent accounting policies, assuming the unbundling was    
effected on 1 April 2002 and Durban Add-Ventures was consolidated in the prior  
year.                                                                           
All comparison to the prior year numbers in this commentary on results relate to
the pro forma consolidated income statement.                                    
RESULTS                                                                         
Revenue from ongoing operations increased by 6% to R2 682 million (2003: R2     
541million) while profit from operations before exceptional items for the same  
businesses rose by 53% to R115 million (2003: R75 million).                     
The results reflect the cyclical upswing in trading volumes at Group companies  
in the latter half of the financial year. In addition to increased trading      
levels over the year-end holidays, consumer confidence levels have been boosted 
by lower interest rates and declining inflation levels in the second six months 
of the year under review, yielding increased consumer spending.                 
Finance income less finance costs totalled R26 million (2003: net finance costs 
of R71 million) reflecting the positive impact of the repayment of head office  
debt mainly achieved by the sale of MTN and Naspers shares during the year.     
Income from associated companies declined by 10% to R172 million from R191      
million last year. The decrease is mainly as a result of reduced earnings from  
Electronic Media Network Limited (`M-Net`) and SuperSport International Holdings
Limited (`SuperSport`) arising from the negative impact of the stronger rand on 
foreign based earnings and the effect of complying with AC133. Caxton and CTP   
Publishers and Printers Limited (`CTP`) continued to achieve commendable growth 
and operating efficiencies.                                                     
Headline earnings reflects an increase of 124% to R123 million (2003: R55       
million) due to improved earnings from the entertainment and media businesses,  
improved performance from the casino operation and increased finance income at  
head office level.                                                              
Exceptional profits of R137 million (2003: R142 million) mainly comprised:      
*    R165 million surplus on the disposal of MTN, Naspers shares and Hammicks;  
*    R58 million surplus on realisation of foreign currency translation reserve 
     arising on the settlement of Johnnic Entertainment`s foreign debt; and     
*    R78 million impairment of goodwill, investments, loans and assets.         
The combined effect of the above has been an increase in attributable earnings  
of 68% to R287 million (2003: R171 million).                                    
DIVISIONAL REVIEW                                                               
Core operations                                                                 
Entertainment and media                                                         
The restructuring of Johncom with effect from 1 July 2003, effectively          
transforming the company into a single integrated entertainment and media group 
with group operations clustered into six core logical business units,           
contributed to a continued positive trend in terms of annual revenue and profit 
from ongoing operations. Revenue from ongoing operations increased by 6% to R2  
682 million (2003: R2 541 million) while profit from operations before          
exceptional items from the same businesses rose by 47% the latter bolstered by  
the group`s strategy to `fix, sell or close` underperforming businesses.        
Several significant developments occurred during the year, including:           
*    The sale by UK-based Hammicks Bookstores Limited (`Hammicks`) of its chain 
of local bookstores and subscription businesses;                           
*    The completion of a comprehensive, long-term review per cinema site of     
     revenue against fixed lease and operating costs for Nu Metro and IMAX      
     Theatres, resulting in the closure of some theatres, the impairment of     
leases and assets at a number of Nu Metro Theatre sites and the review of  
     the IMAX Theatres business as a whole; and                                 
*    The sale of MTN and Naspers shares, yielding a surplus of R58 million on   
     the disposal of these listed equities.                                     
Group debt largely at holding company level, has been eliminated with           
contributions from the sale of non-core listed equities and cash inflows from   
operating activities.                                                           
This resulted in net finance income at the financial year-end date and an       
accompanying positive result on the taxation charge for the current year, with  
the effective tax rate reduced to 33% (2003: 57%).                              
During the second half of the financial year, Johncom announced the conclusion  
of an agreement with New Africa Media to acquire 90,5% of New Africa            
Publications, owner of 50% of Sunday World and 100% of the Sowetan. This is     
subject to approval by the competition authorities and the results of this      
acquisition will only be accounted for once the approval is received.           
Subsequent to year-end, Electronic Media Network Limited (`M-Net`) and          
SuperSport International Holdings Limited (`SuperSport`) terminated their joint 
listing on the JSE and Johncom simultaneously increased its shareholding in     
these associate businesses to 38,6% at a cost of R287 million.                  
Non-core operations                                                             
Gallagher Estate Holdings Limited (`Gallagher`)                                 
Gallagher experienced a good year`s trading, reflected in turnover growth of 11%
and a 20% increase in profit from operations before exceptional items. These    
results are most encouraging given the loss of the Reed Exhibition business and 
are consistent with a general improvement in the conference and exhibition      
industry. All external loans, amounting to R52 million, were repaid in full     
during the year under review, placing Gallagher in a strong operating position  
going forward.                                                                  
Johnnic Properties                                                              
The bulk of Johnnic Properties` remaining assets were sold off during the year  
under review, including the Grace Hotel, which generated a profit of R6 million.
Revenue fell compared to the prior year due to the company`s decreased activity 
and smaller property portfolio.                                                 
Suncoast Casino                                                                 
Through Durban Add-Ventures, Johnnic owns an effective 28,5% stake in the R1,4  
billion Suncoast Casino complex on Durban`s beachfront. Trading results have    
improved markedly allowing Suncoast Casino to exceed budgets for the financial  
year under review. Suncoast Casino`s losses for the year under review amounted  
to R31 million which were included in Durban Add-Ventures prior and current     
years accumulated losses amounting to R65 million which primarily related to    
Casino bid costs that were expensed.                                            
FINANCIAL POSITION                                                              
Total assets decreased from R7 823 million at the beginning of the year to R4   
406 million as a result of the unbundling of MTN. Cash and cash equivalents     
increased to R601 million from R59 million at the beginning of the year mainly  
as a result of proceeds from the disposal of MTN shares. 40 million MTN shares  
have been retained to cover the R300 million Casino corporate guarantee. These  
shares have grown in value to R1 318 million at year-end. The Group is largely  
debt-free at year end.                                                          
PROSPECTS                                                                       
Johnnic`s strategy                                                              
The Johnnic board continues to consider various strategic options relating to   
the future of the Group with a view to enhancing further shareholder value.     
These strategic options will be underpinned by the enhancement of Johnnic`s     
empowerment credentials and will use the substantial goodwill associated with   
the Johnnic name as well as its strong balance sheet.                           
Operating businesses                                                            
The favourable retail conditions experienced over the last six months appear    
likely to continue for the foreseeable future, heralding stronger trading for   
Johnnic`s major subsidiary Johncom as well as non-core businesses Gallagher and 
Suncoast Casino.                                                                
Johncom is particularly well positioned to continue its positive growth trend   
going forward. Not only are all core businesses within that group contributing  
strongly, but also improved results are expected from Nu Metro Theatres and     
Johncom Africa, where investments in East and West Africa are expected to bear  
fruit. A global revival in advertising and stable newsprint prices is also      
expected to benefit the media sector.                                           
Piracy continues to be a serious threat to the entertainment industry and       
Johncom will increase its role in combating this criminal activity in every way 
possible. The continuing digitisation of content poses both threats and         
opportunities, and management is proactively addressing these.                  
The upturn at Suncoast Casino since September 2003 is reversing the fortunes of 
this start-up enterprise, heralding great promise for the future. Ongoing       
improvement in the conference and exhibition industry holds similar promise for 
Gallagher in the year ahead.                                                    
Johnnic/Johncom pyramid                                                         
Johnnic has been in discussions with the JSE regarding the extention of time to 
23 June 2004 granted to the Company to address its pyramid structure with       
Johncom. Johnnic has shared with the JSE its effort at finalising its strategic 
options, including the implementation of additional empowerment in its          
shareholding. Johnnic recognises that empowerment and creating value for its    
shareholders are of the utmost importance. Accordingly the company is in        
continued discussions with the JSE in finalising this matter. A further         
announcement to shareholders will be made in due course.                        
DIVIDENDS                                                                       
In light of the unbundling by the Company to its shareholders of substantially  
all of its shareholding in MTN by way of a distribution in specie amounting to  
approximately R8,2 billion in June 2003 and the major restucturing that may take
place within the Group, the directors have resolved not to declare a dividend   
for the year ended 31 March 2004.                                               
For and on behalf of the board                                                  
MC Ramaphosa  JRD Modise                 KC Ramon                               
Chairman      Chief Operating Officer    Financial Director                     
28 June 2004                                                                    
CONSOLIDATED INCOME STATEMENT                                                   
                                  31 March   31 March                           
2004       2003 Change                    
For the years ended         Note        Rm         Rm      %                    
Revenue                              2 789     12 088   (77)                    
Cost of sales                      (1 667)    (5 724)                           
Gross profit                         1 122      6 364   (82)                    
Operating expenses - net             (911)    (3 462)                           
Depreciation                          (82)      (867)                           
Amortisation of                        (8)      (148)                           
intangibles                                                                     
Goodwill amortisation                  (5)      (274)                           
Profit from operations                 116      1 613   (93)                    
before exceptional items                                                        
Exceptional items           3        3 779        132                           
Profit from operations               3 895      1 745    123                    
Finance costs                         (35)      (457)                           
Finance income                          61        113                           
Income from associated      4          557        865                           
companies                                                                       
Profit before taxation               4 478      2 266     98                    
Taxation                             (171)      (650)                           
Profit after taxation                4 307      1 616    167                    
Minority interests                   (111)      (654)                           
Attributable earnings                4 196        962    336                    
Contribution to                                                                 
attributable earnings                                                           
Core operations                        114         58     97                    
Entertainment and media                111         98     13                    
Interest and corporate                   3       (40)    108                    
head office                                                                     
Non-core operations                    266        933   (71)                    
Telecommunications                     304        915   (67)                    
Gallagher Estate Holdings                7        (3)    333                    
Johnnic Properties                       -         21  (100)                    
Casino                                (45)          -  (100)                    
Headline earnings                      380        991   (62)                    
Goodwill amortisation                 (42)      (157)     73                    
after taxation and                                                              
minority interests                                                              
Exceptional items after              3 858        128  2 914                    
taxation and minority                                                           
interests                                                                       
Attributable earnings                4 196        962    336                    
SUMMARISED CONSOLIDATED CASH FLOW STATEMENT                                     
                                          31 March  31 March                    
2004      2003                    
For the years ended                 Note        Rm        Rm                    
Cash inflows from operating                     94     2 309                    
activities                                                                      
Cash inflows (outflows) from                   661   (3 799)                    
investing activities                                                            
Cash (outflows) inflows from                 (215)       977                    
financing activities                                                            
Net increase (decrease) in cash                540     (513)                    
and cash equivalents                                                            
Cash and cash equivalents at                    59       594                    
beginning of year                                                               
Foreign entities translation                     2      (22)                    
adjustment                                                                      
Cash and cash equivalents at end    7          601        59                    
of year                                                                         
SUMMARISED CONSOLIDATED BALANCE SHEET                                           
                                          31 March  31 March                    
                                              2004      2003                    
As at                               Note        Rm        Rm                    
Assets                                                                          
Non-current assets                           1 290     6 535                    
Property, plant and equipment                  333       491                    
Goodwill                                     (100)     (106)                    
Intangible assets                               34        26                    
Interests in associated companies   5          885     5 954                    
Investments and loans               6           25        89                    
Deferred taxation                              113        81                    
Current assets                               3 116     1 288                    
Bank balances, deposits and cash    7          494       303                    
Securitised cash deposits           7          192         -                    
Equities held as current assets     8        1 443        30                    
Other current assets                           987       955                    
Total assets                                 4 406     7 823                    
Equity and liabilities                                                          
Capital and reserves                                                            
Ordinary shareholders` interest              2 667     5 817                    
Minority interests                             666       577                    
Total equity                                 3 333     6 394                    
Non-current liabilities                        155       283                    
Long-term liabilities               9           29       167                    
Provision for post-retirement                  121       113                    
medical costs                                                                   
Deferred taxation                                5         3                    
Current liabilities                            918     1 146                    
Non-interest-bearing liabilities               812       750                    
Interest-bearing liabilities        9          106       396                    
Total equity and liabilities                 4 406     7 823                    
SUMMARISED GROUP STATEMENT OF CHANGES IN EQUITY                                 
                                          31 March  31 March                    
                                              2004      2003                    
                                                Rm        Rm                    
Balance at 1 April as reported               5 817     5 348                    
Change in accounting policies in                                                
respect of                                                                      
- AC133 adjustments                           (52)         -                    
- cellphone connection incentives                -      (12)                    
Restated balance at 1 April                  5 765     5 336                    
Attributable earnings                        4 196       962                    
Distribution in specie                     (8 223)         -                    
Share capital issued at a premium less          46         5                    
share issue expenses                                                            
Movement on unrealised gains arising on      1 034       (4)                    
revaluation of listed equities                                                  
Exchange differences arising on              (112)     (163)                    
translation of foreign entities                                                 
Goodwill and variation of interests           (41)     (316)                    
Other                                            2       (3)                    
2 667     5 817                    
GROUP SEGMENTAL ANALYSIS                                                        
                                  Pro forma                                     
                                   31 March                                     
31 March        2003         31 March                    
                           2004   Unaudited Change      2003                    
                             Rm          Rm      %        Rm                    
Business grouping                                                               
Revenue                                                                         
Core operations           2 698       3 277   (18)     3 277                    
Ongoing                                                                         
Media                     1 091       1 017      7     1 017                    
Retail                      666         608     10       608                    
Books and Maps              267         293    (9)       293                    
Home Entertainment          282         268      5       268                    
Music                       184         170      8       170                    
Africa                        2           -    100         -                    
Distribution,               190         240   (21)       240                    
Manufacturing and                                                               
Support Services                                                                
Reclassification of           -        (55)             (55)                    
intergroup revenue                                                              
Disposed                                                                        
Hammicks UK, Music           16         736   (98)       736                    
for Pleasure                                                                    
Non-core operations          91         129   (29)     8 811                    
Telecommunications            -           -      -     8 684                    
Gallagher Estate             50          45     11        45                    
Holdings                                                                        
Johnnic Properties           34          82   (59)        82                    
Casino                        7           2    250         -                    
Total                     2 789       3 406   (18)    12 088                    
Profit (loss) from                                                              
operations before                                                               
exceptional items                                                               
Core operations              97          65     49        98                    
Ongoing                                                                         
Media                        77          60     28        60                    
Retail                       13        (11)    218      (11)                    
Books and Maps               11           2    450         2                    
Home Entertainment           31          36   (14)        36                    
Music                        11           9     22         9                    
Africa                      (6)         (4)   (50)       (4)                    
Distribution,               (8)         (2)  (300)       (2)                    
Manufacturing and                                                               
Support Services                                                                
Corporate head             (14)        (15)    (7)        18                    
office                                                                          
Disposed                                                                        
Hammicks UK, Music         (18)        (10)   (80)      (10)                    
for Pleasure                                                                    
Non-core operations          19          29   (34)     1 515                    
Telecommunications            -           -      -     1 485                    
Gallagher Estate              6           5     20         5                    
Holdings                                                                        
Johnnic Properties            9          25   (64)        25                    
Casino                        4         (1)    500         -                    
Total                       116          94     23     1 613                    
GROUP STATISTICS                                                                
                                         Pro forma                              
31 March                              
                            31 March          2003  31 March                    
                                2004     Unaudited      2003                    
                                  Rm            Rm        Rm                    
Performance per ordinary                                                        
share                                                                           
Headline earnings                                                               
(cents)                                                                         
- core operations                 69            35        36                    
- non-core operations            160           (2)       567                    
Total headline earnings          229            33       603                    
(cents)                                                                         
Attributable earnings          2 528           104       585                    
(cents)                                                                         
Net asset value (rand)                                                          
- book value                   16,03                   35,37                    
- based on market value        21,15                   53,82                    
or directors` valuation                                                         
of underlying                                                                   
investments                                                                     
Ratios                                                                          
Profitability                                                                   
Profit from operations           4,2           2,7      13,2                    
before exceptional items                                                        
(%)                                                                             
Enterprise value/profit         23,3          28,8       4,3                    
from operations before                                                          
exceptional items                                                               
multiple (times) (1)                                                            
Effective taxation rate          3,8          38,2      28,7                    
(%)                                                                             
Solvency and liquidity                                                          
Gearing (%) (2)               (16,5)                     4,1                    
Long-term borrowings to          0,7                     2,1                    
total assets                                                                    
Current ratio (3)              3,4:1                   1,1:1                    
Interest cover (times)         111,3           2,1       3,7                    
(4)                                                                             
Share performance                                                               
Number of ordinary                                                              
shares in issue (`000)                                                          
- at year-end                166 466                 164 448                    
- weighted average           166 022                 164 325                    
Closing price (cents per       1 630                   4 410                    
share)                                                                          
Market capitalisation          2 713                   7 252                    
(Rm)                                                                            
Employees by geographic                                                         
location                                                                        
South Africa                   4 353                   4 569                    
Rest of Africa                    12                      10                    
Other overseas                   106                     569                    
operations                                                                      
Total                          4 471                   5 148                    
Definitions                                                                     
(1)  Market capitalisation, less net debt (interest-bearing liabilities less    
bank balances, deposits and cash), divided by profit from operations before
     exceptional items.                                                         
(2)  Interest-bearing debt (long-term and short-term) net of positive cash      
     balances as a percentage of total equity.                                  
(3)  Current assets divided by current liabilities.                             
(4)  Profit from operations divided by finance costs.                           
NOTES                                                                           
1.   Basis Of Accounting                                                        
This preliminary report is prepared in accordance with the South African   
     Statement of Generally Accepted Accounting Practice (GAAP) AC127. These    
     summarised consolidated annual financial statements have been prepared     
     using accounting policies that comply with the South African Statements of 
Generally Accepted Accounting Practice and the requirements of the South   
     African Companies Act and the disclosure requirements of the JSE Securities
     Exchange South Africa`s Listings Requirements. The accounting policies are 
     consistent with those used in the annual financial statements for the year 
ended 31 March 2003, except for the adoption of AC133 Financial            
     Instruments: Recognition and Measurement.                                  
2.   Earnings Per Ordinary Share                                                
     The calculation of headline and attributable earnings per ordinary share is
based on headline earnings of R380 million (2003: R991 million) and        
     attributable earnings of R4 196 million (2003: R962 million) respectively, 
     and a weighted average of 166 022 116 (2003: 164 325 097) ordinary shares  
     in issue. No fully diluted earnings per ordinary share have been disclosed 
as the potential dilution is not considered to be material.                
                                        31 March    31 March                    
                                            2004        2003                    
                                              Rm          Rm                    
3. Exceptional items                                                            
Surplus arising on the unbundling of       3 682           -                    
MTN shares                                                                      
Net surplus on disposal of                   165          93                    
investments                                                                     
Realisation of foreign currency               58         141                    
translation reserve                                                             
Impairment of goodwill, investments,        (78)       (136)                    
loans and assets                                                                
Durban Add-Ventures prior year              (43)           -                    
losses                                                                          
Costs associated with                        (5)        (61)                    
rationalisation and restructuring                                               
Surplus on unwinding of special                -          95                    
purpose vehicles                                                                
Total                                      3 779         132                    
4. Income from associated companies                                             
Share of profits earned by                   592         919                    
associates after goodwill                                                       
Reduction of unrecognised losses in         (32)           -                    
respect of prior periods arising                                                
from the adoption of AC133                                                      
Share of associated companies                (3)        (54)                    
exceptional items                                                               
557         865                    
5. Interests in associated companies                                            
- Listed                                     438       5 466                    
- Unlisted                                   447         488                    
Book value of interests in                   885       5 954                    
associated companies                                                            
Market value of listed shares                731       7 592                    
Directors` valuation of unlisted           1 329         640                    
shares                                                                          
6. Investments and loans                                                        
Unlisted shares at cost less amounts          16          42                    
written off                                                                     
Loans                                          9          47                    
Total                                         25          89                    
Directors` valuation of unlisted              16          42                    
shares                                                                          
7. Cash and cash equivalents                                                    
Bank balances, deposits and cash             494         303                    
Securitised cash deposits                    192           -                    
Call borrowings                             (85)       (244)                    
Total                                        601          59                    
Head office cash (call borrowings)           252        (65)                    
included in the above                                                           
8. Equities held as current assets                                              
MTN Group Limited                          1 443           -                    
Naspers Limited                                -          30                    
Total                                      1 443          30                    
9. Interest-bearing debt                                                        
Long-term liabilities                         29         167                    
Current liabilities                          106         396                    
- call borrowings                             85         244                    
- short-term borrowings                       21         152                    
Total                                        135         563                    
10. Capital expenditure incurred              64          73                    
11. Contingent liabilities                                                      
Guarantees                                   513         521                    
Suncoast Casino and Entertainment                                               
World                                                                           
- Equity guarantee secured by cash           192         192                    
deposits (refer to note 7)                                                      
- Corporate guarantee                        300         300                    
Other                                         21          29                    
Contingent liabilities                        12           2                    
Total                                        525         523                    
12. Capital commitments                                                         
Commitments for capital expenditure                                             
- authorised but not contracted for           23          61                    
The capital expenditure will be                                                 
funded from operating cash flows and                                            
borrowings. Adequate facilities are                                             
in place to finance known future                                                
capital commitments.                                                            
13. Lease commitments                                                           
Operating leases                                                                
- within one year                            105         108                    
- more than one year                         735         849                    
Total                                        840         957                    
14.  Audited Results                                                            
     The auditors, Deloitte & Touche, have issued their opinion on the Group`s  
     annual financial statements for the year ended 31 March. 2004. The audit   
was conducted in accordance with South African Auditing Standards.         
     The auditors have issued an unqualified audit opinion.                     
     A copy of the audit opinion is available for inspection at the Company`s   
     registered office.                                                         
These summarised financial statements have been derived from the Group     
     annual financial statements and are consistent in all material respects    
     with the Group annual financial statements.                                
     The pro forma financial results do not form part of the annual financial   
statements and are presented as additional information. The auditors have  
     not audited the pro forma financial results and accordingly do not express 
     an audit opinion on these.                                                 
     Our reporting accountants, Deloitte & Touche have issued a report on the   
pro forma information which is available at the Company`s registered office
     for inspection. This report concludes as follows: `based on our review,    
     nothing has come to our attention that causes us to believe that:          
     *    the pro forma financial information has not been properly compiled on 
the basis stated;                                                     
     *    such basis is inconsistent with the accounting policies of Johnnic;   
          and                                                                   
     *    the adjustments are not appropriate for the purposes of the unaudited 
pro forma income statement as disclosed in the preliminary            
          announcement.`                                                        
15.  Listings Requirements                                                      
     This preliminary announcement has been prepared in compliance with the     
Listings Requirements of the JSE Securities Exchange South Africa (`the    
     JSE`).                                                                     
16.  Corporate Governance                                                       
     The board endorses and is of the opinion that the Company adheres to the   
Code of Corporate Practices and Conduct as set out in the King Report on   
     Corporate Governance for South Africa 2002 (`King II`). The principles     
     contained therein are reviewed from time to time to take into account      
     appropriate changes and developments in the field of corporate governance, 
both locally and internationally.                                          
Directors:                                                                      
MC Ramaphosa (Chairman), JRD Modise# (Chief Operating Officer), KC Ramon#,      
ACG Molusi#, CB Brayshaw, PE Burton, SW Moutloatse, PF Nhleko, TRA Oliphant,    
ME Ramano.                                                                      
Alternate directors:                                                            
ZNA Cindi, PM Jenkins#, IP Smith, TH Zuma.                                      
#Group executives                                                               
Company Secretary:                                                              
MRD Boyns (British)                                                             
Head office and registered office                                               
Level 3 (West Wing),                                                            
Gallagher House,                                                                
Gallagher Estate                                                                
19 Richards Drive,                                                              
Midrand, 1685                                                                   
PO Box 231,                                                                     
Johannesburg, 2000                                                              
REGISTRARS                                                                      
Computershare Investor Services 2004 (Pty) Limited                              
70 Marshall Street,                                                             
Johannesburg, 2001                                                              
PO Box 61051,                                                                   
Marshalltown, 2107                                                              
CHANGE OF LONDON REGISTRARS                                                     
With effect from 17 May 2004, the London Register of Members was transferred    
from                                                                            
Capita Registrars plc,                                                          
Beckenham, Kent, England                                                        
to                                                                              
Computershare Investor Services 2004 (Pty) Limited                              
PO Box 61051,                                                                   
Marshalltown,                                                                   
2107,                                                                           
South Africa                                                                    
Auditors                                                                        
Deloitte & Touche                                                               
The Woodlands, Woodmead                                                         
Private Bag X6,                                                                 
Gallo Manor, 2052                                                               
LEGAL ADVISORS                                                                  
Webber Wentzel Bowens                                                           
10 Fricker Road,                                                                
Illovo Boulevard,                                                               
Sandton, 2196                                                                   
PO Box 61771,                                                                   
Marshalltown, 2107                                                              
Sponsor                                                                         
Merrill Lynch South Africa (Pty) Limited                                        
138 West Street,                                                                
Sandown, Sandton, 2196                                                          
PO Box 651987,                                                                  
Benmore, 2010                                                                   
American Depositary Receipt (`ADR`) Program                                     
Cusip number 478058100                                                          
ADR to ordinary share 1:1                                                       
Depositary                                                                      
The Bank of New York,                                                           
22nd Floor,                                                                     
101 Barclay Street,                                                             
New York, N.Y. 10286,                                                           
USA.                                                                            
Information agent                                                               
Georgeson Shareholder Communications SA (Pty) Limited                           
70 Marshall Street,                                                             
Johannesburg, 2001                                                              
PO Box 652000,                                                                  
Benmore, 2010                                                                   
Telephone number 0800 117472/(+27 11) 775 3433                                  
DISCLAIMER                                                                      
Certain statements in this announcement that are neither reported financial     
results nor other historical information are forward-looking statements,        
relating to matters such as future earnings, savings, synergies, events, trends,
plans or objectives.                                                            
Undue reliance should not be placed on such statements because they are         
inherently subject to known and unknown risks and uncertainties and can be      
affected by other factors, that could cause actual results and Company plans and
objectives to differ materially from those expressed or implied in the forward- 
looking statements (or from past results).                                      
Unfortunately the Company cannot undertake to publicly update or revise any of  
these forward-looking statements, whether to reflect new information or future  
events or circumstances or otherwise.                                           
These results may be viewed on the Internet at http://www.johnnic.co.za         
E-mail: investor_relations@johnnic.co.za                                        
UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT                               
(excludes Telecommunications businesses and includes Durban Add-Ventures        
consolidated since acquisition)                                                 
                               31 March   31 March                              
2004       2003                              
                              Pro forma  Pro forma   Change                     
For the years ended                  Rm         Rm        %                     
Revenue                           2 789      3 406     (18)                     
Core operations                                                                 
Ongoing                           2 682      2 541        6                     
Disposed                             16        736     (98)                     
Non-core operations                  91        129     (29)                     
Cost of sales                   (1 667)    (2 129)                              
Gross profit                      1 122      1 277     (12)                     
Operating expenses - net          (911)    (1 063)                              
Depreciation                       (82)      (100)                              
Amortisation of                     (8)       (10)                              
intangibles                                                                     
Goodwill amortisation               (5)       (10)                              
Profit from operations              116         94       23                     
before exceptional items                                                        
Core operations                                                                 
Ongoing                             115         75       53                     
Disposed                           (18)       (10)     (80)                     
Non-core operations                  19         29     (34)                     
Exceptional items                   137        142                              
Profit from operations              253        236        7                     
Finance costs                      (35)      (111)                              
Finance income                       61         40                              
Income from associated              172        191                              
companies                                                                       
Profit before taxation              451        356       27                     
Taxation                           (95)      (136)                              
Profit after taxation               356        220       62                     
Minority interests                 (69)       (49)                              
Attributable earnings               287        171       68                     
Contribution to                                                                 
attributable earnings:                                                          
Core operations                     114         58       97                     
Entertainment and media             111         98       13                     
Interest and corporate                3       (40)      108                     
head office                                                                     
Non-core operations                   9        (3)      400                     
Gallagher Estate Holdings             7        (3)      333                     
Johnnic Properties                    -         21    (100)                     
Casino                                2       (21)      110                     
Headline earnings                   123         55      124                     
Goodwill amortisation               (3)        (6)       50                     
after minority interests                                                        
and taxation                                                                    
Exceptional items after                                                         
minority                                                                        
interests and taxation              167        122       37                     
Attributable earnings               287        171       68                     
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ELLE                                                                            
Gallagher Estate                                                                
Johnnic Holdings                                                                
Johnnic Communications                                                          
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