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JOHNNIC HOLDINGS LIMITED - REVIEWED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30
SEPTEMBER 2004
JOHNNIC HOLDINGS LIMITED
(`Johnnic` or `the Company`)
Incorporated in the Republic of South Africa
Registration number 1889/000429/06
Share code: JNC ISIN: ZAE000024352
REVIEWED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2004
Pro forma headline earnings increased significantly to R111 million
`The results reflect a strong performance from the media and entertainment
businesses`
COMMENTARY
Overview
Johnnic`s headline earnings increased significantly to R111 million (2003: R1
million loss) on a comparable basis from the previous year on the back of a
strong performance from the media and entertainment businesses.
Johnnic comprised of the following major interests during the period under
review:
* Johnnic Communications Limited (`Johncom`) - 62,5%
* Gallagher Estate Holdings Limited (`Gallagher`) - 100%
* Johnnic Properties - 100%
* Durban Add-Ventures Limited (`Durban Add-Ventures`) - 71,3%
As a result of Johnnic`s unbundling of R8,2 billion-worth of MTN Group Limited
(`MTN`) shares in the prior year and the consolidation of Durban Add-Ventures
for the first time into the Group`s results at the 2004 year end, the results
are not comparable with those published for the corresponding six months ended
30 September 2003. MTN was equity accounted for a three-month period to the date
of the unbundling.
To enable better appreciation of Johnnic`s ongoing businesses, a pro forma
consolidated income statement has been presented for the current and prior
period 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 52% to R2 006 million (2003: R1 321
million) while profit from operations before exceptional items for the same
businesses rose to R159 million (2003: R3 million).
The strong performance from the media and entertainment businesses in particular
was driven by improved consumer confidence levels and an associated increase in
consumer spending. Solid performances from Durban Add-Ventures and Gallagher
also contributed positively to Group results.
Finance income less finance costs totalled R14 million (2003: R nil) reflecting
the net cash positive position of the Group.
Basic headline earnings increased significantly to R111 million (2003: R1
million loss) due to improved earnings from the media and entertainment
businesses.
Exceptional items amounting to R53 million mainly relate to the surplus arising
on the disposal of Johncom`s MTN shares.
Attributable earnings declined by 27% to R143 million (2003: R197 million) with
attributable earnings per share down 28% to 86 cents per share (2003: 119 cents
per share).
DIVISIONAL REVIEW
Media and entertainment
The restructuring of Johncom into a single integrated media and entertainment
group with effect from 1 July 2003, together with clear focus on operational
value drivers and a strategy to simplify the corporate structure, continues to
deliver strong financial results. Revenue rose 52% to R1 953 million (2003: R1
284 million) while profit from operations before exceptional items increased
significantly to R152 million (2003: R7 million). Headline earnings grew 727% to
R124 million (2003: R15 million).
M-Net and SuperSport terminated their joint listing on the JSE on 15 April 2004
and Johncom simultaneously increased its shareholding in the linked shares from
26,03% to 38,56% at a cost of R287 million. Johncom now recognises
M-Net/SuperSport as a jointly controlled entity and accounts for it by
proportionate consolidation in terms of accounting standard AC119: Interests in
Joint Ventures.
Also during the review period, the Competitions Commission approved Johncom`s
acquisition of 90,5% in New Africa Publications, owner of the Sowetan and 50% of
Sunday World, the latter giving Johncom 100% ownership of that publication. Both
titles have been integrated into Johncom`s media division and are performing
ahead of expectations.
At operational level, Johncom`s media titles benefited from a strong upturn in
advertising spend, while its digital operations recorded a strongly improved
performance on the prior year and its retail operations (Nu Metro Theatres and
Exclusive Books) benefited from better retail trading conditions and good
product line-up. The performance of the books and maps division was flat
compared to the prior year, while Gallo Music was constrained by developments in
the international music industry and market dynamics.
The home entertainment division achieved 20% growth in sales due to better-than-
expected sales of key titles and good catalogue growth on DVD, which was
somewhat negated by higher-than-expected trade credits, content shifts and lower
margins. Piracy remains a challenge, eroding sales of new releases. At strategic
level, important studio licences (notably Warner Bros and 20th Century Fox) have
been renewed.
M-Net/SuperSport`s revenues benefited from a higher subscription base in South
Africa, but overall results were adversely affected by the strong rand on
revenue from the rest of Africa and the revaluation of outstanding financial
instruments. Associated companies Caxton and CTP performed well as a result of
increased advertising expenditure of major retailers and packaged goods
manufacturers in both newspapers and magazines.
Gaming and properties
Suncoast Casino and Entertainment World (`Suncoast Casino`)
The trading performance at Suncoast Casino continues to improve such that the
complex`s results are meeting original expectations. Revenue for the period
under review rose 40% over the prior comparable period, reflecting dramatically
increased visitation figures and associated growth in consumer spending. This
translated into a 44% increase in casino management fees earned by Tsogo Sun
KwaZulu-Natal.
Gallagher
Gallagher`s results for the period are extremely encouraging, with turnover up
25% on the back of increased occupancies. Expenses rose as a direct result of
higher business volumes, yielding profit from operations before exceptional
items higher at R6 million (2003: R3 million).
Gallagher has been nominated to host the Pan African Parliament for five years,
commencing March 2005. In addition, Gallagher has been awarded 5-star grading by
the Tourism Grading Council.
Johnnic Properties
Profit from operations before exceptional items declined relative to the
corresponding period last year due to the decreased activity and smaller
property portfolio.
FINANCIAL POSITION
Total assets increased from R4 406 million at the beginning of the year to R5
351 million at the end of the interim period due to the increased stake in M-
Net/SuperSport. The 40 million MTN shares retained to cover the R300 million
Suncoast Casino corporate guarantee were valued at R1 232,8 million of 30
September 2004. The group remains largely debt-free.
POST-BALANCE SHEET EVENTS
Subsequent to period end the Company concluded the following material
transactions:
Acquired a 50% interest in Fabcos Investment Holding Company Limited (`FIH`)
from Fabvest Investment Holdings Limited (`Fabvest`) for a cash consideration of
R295 million, resulting in an effective 9,7% stake in Tsogo Sun Holdings Limited
(`Tsogo Sun`). This transaction will be implemented in two equal tranches, which
will together constitute 50% of the ordinary issued share capital of FIH. The
suspensive conditions of the first tranche were met and an amount of R147,5
million was paid on 13 October 2004. The acquisition of the second tranche is
subject to the approval from the Competitions Authorities and the relevant
Gaming boards. In terms of the deal, Johnnic will have equal representation on
the FIH board, including 50% voting rights. FIH owns a 38% stake in Tsogo
Investment Holding Company (Pty) Limited (`TIH`), which in turn owns a majority
and controlling 51% stake in Tsogo Sun, whose gaming and hotel interests include
Montecasino, Suncoast Casino, Hemingway`s Casino, Emnotweni Casino, The Ridge
and approximately 82 hotels in the Southern Sun Hotels Group.
This transaction enables Johnnic to make an initial investment in Tsogo Sun and
to increase its presence in the gaming and hotels sector. Johnnic will continue
to find ways to further increase its interests in the gaming and hotels
industry.
* Shareholders are referred to the circular dated 16 May 2003 relating to the
unbundling by way of a distribution in specie by Johnnic to its shareholders of
substantially all of its shares in MTN in terms of section 46 of the Income Tax
Act, 1962 (Act 58 of 1962), as amended, and section 90 of the Companies Act,
1973 (Act 61 of 1973), as amended.
As advised in this circular and agreed to by shareholders, 40 million MTN
shares, amounting to 2,41% of MTN`s issued share capital, were retained as
current assets to cover a corporate guarantee in respect of Durban Add-Ventures
in an amount of R300 million including interest, as well as to provide for
Johnnic`s ongoing working capital requirements, potential funding requirements
for the Casino and the possible tax liabilities of Johnnic resulting from non-
resident shareholders holding more than 5% of the issued share capital of
Johnnic.
The Johnnic board approved the disposal of the remaining MTN shares through the
market (`the disposal`). The disposal was effected through the market during
November 2004 for a net aggregate consideration of
R1 300 million.
Shareholders are advised that the disposal does not relate to the cautionary
announcement published on 22 September 2004 and the subsequent cautionary
renewal announcement published on 26 October 2004, informing shareholders of the
appointment of an Independent Committee of the Board of Directors of Johnnic and
the process of addressing the Johnnic/Johncom pyramid structure on the JSE.
Prospects
Operating businesses
The cyclical upswing in trading volumes at subsidiary companies in the second
half of the financial year is expected to once again deliver the majority of
Johnnic`s earnings for the financial year ending 31 March 2005. The continuing
global revival in advertising and increased consumer spending in a low interest
rate environment promises the continuation of favourable retail conditions for
the foreseeable future, heralding further strong performances from Johnnic`s
major subsidiary Johncom as well as for Gallagher and Suncoast Casino.
Suncoast Casino`s performance confirms the promise of this start-up enterprise
and heralds substantial returns for the future. Ongoing improvement in the
conference and exhibition industry holds similar promise for Gallagher going
forward, along with the solid annuity stream resulting from the Pan African
Parliament`s five year lease.
The FIH transaction is value enhancing for Johnnic shareholders, to the extent
of 52% and 17% on an attributable earnings and headline earnings per share
basis, respectively. The deal has also allowed Johnnic to use the group`s cash
resources to leverage its black economic empowerment status while securing a
solid footing in the gaming, leisure and entertainment sectors.
Johnnic/Johncom pyramid
An Independent Committee of the Board was appointed on 22 September 2004 to
consider certain proposals received by Johnnic to eliminate the pyramid
structure that exists between Johnnic and Johncom and to strengthen Johnnic`s
black economic empowerment profile. The members of the committee are Messrs CB
Brayshaw, PE Burton and SW Moutloatse (independent non-executive directors) and
Messrs DE Jowell and MW King (independent external members). The Independent
Committee has made a recommendation to unbundle Johncom, which recommendation
has been adopted by the Board. Shareholders are referred to the terms
announcement published alongside this announcement.
DIVIDEND
In light of the major unbundling by the Company to its shareholders of all of
its shareholding in Johncom by way of a distribution in specie currently
amounting to approximately R1,9 billion, the directors have resolved not to
declare a dividend for the period ended 30 September 2004.
For and on behalf of the board
MC Ramaphosa KC Ramon
Chairman Acting Chief Operating Officer
30 November 2004
CONSOLIDATED INCOME STATEMENT
6 months 6 months 12
months
ended ended ended
30 Sept 30 Sept 31 March
2004 2003 2004
Reviewed Reviewed Change Audited
For the period Note Rm Rm % Rm
Revenue 2 006 1 318 52 2 789
Cost of sales (1 211) (815) (1 667)
Gross profit 795 503 58 1 122
Operating expenses (588) (455) (911)
- net
Depreciation (42) (41) (82)
Amortisation of (6) (3) (8)
intangibles
Goodwill 1 - (2) (5)
amortisation
Profit from 159 2 7 850 116
operations before
exceptional items
Exceptional items 3 53 3 889 3 779
Profit from 212 3 891 (95) 3 895
operations
Finance costs (38) (36) (35)
Finance income 52 38 61
Share of profits 54 454 557
of associated
companies
Profit before 280 4 347 (94) 4 478
taxation
Taxation (65) (124) (171)
Profit after 215 4 223 (95) 4 307
taxation
Minority interests (72) (70) (111)
Attributable 143 4 153 (97) 4 196
earnings
Analysis of
earnings
Media and 78 9 767 111
Entertainment
Gaming and 13 (1) 1 400 (38)
Properties
Interest and 20 (2) 1 100 3
corporate head
office
Telecommunications - 303 - 304
Basic headline 111 309 (64) 380
earnings
Goodwill - (37) - (42)
amortisation after
taxation and
minority interests
Exceptional items 32 3 881 (99) 3 858
after taxation and
minority interests
Attributable 143 4 153 (97) 4 196
earnings
SUMMARISED CONSOLIDATED CASH FLOW STATEMENT
6 months 6 months 12
months
ended ended ended
30 Sept 30 Sept 31 March
2004 2003 2004
Reviewed Reviewed Audited
For the period Note Rm Rm Rm
Cash inflows from 175 7 94
operating activities
Cash (outflows) inflows (259) 593 661
from investing
activities
Cash outflows from - (228) (215)
financing activities
Net (decrease) increase (84) 372 540
in cash and cash
equivalents
Cash and cash 601 59 59
equivalents at beginning
of period
Foreign entities - 6 2
translation adjustment
Cash and cash 6 517 437 601
equivalents at end of
period
PRO FORMA CONSOLIDATED INCOME STATEMENT
(EXCLUDING TELECOMMUNICATIONS BUSINESSES
AND INCLUDING DURBAN ADD-VENTURES CONSOLIDATED SINCE ACQUISITION)
6 months 6 months 12 months
ended ended ended
30 Sept 30 Sept 31 March
2004 2003 2004
Reviewed Unaudited Change Unaudited
For the period Rm Rm % Rm
Revenue 2 006 1 321 52 2 789
Cost of sales (1 211) (815) (1 667)
Gross profit 795 506 57 1 122
Operating expenses - (588) (456) (911)
net
Depreciation and (48) (47) (95)
amortisation
(including goodwill
amortisation)
Profit from 159 3 5 200 116
operations before
exceptional items
Exceptional items 53 208 137
Profit from 212 211 - 253
operations
Net finance income 14 - 26
Share of profits of 54 54 172
associated companies
Profit before 280 265 6 451
taxation
Taxation (65) (48) (95)
Profit after 215 217 (1) 356
taxation
Minority interests (72) (20) (69)
Attributable 143 197 (27) 287
earnings
Analysis of earnings
Media and 78 9 767 111
Entertainment
Gaming and 13 (7) 286 9
properties
Interest and 20 (3) 767 3
corporate head
office
Basic headline 111 (1) 11 200 123
earnings
Goodwill - (1) - (3)
amortisation after
taxation and
minority interests
Exceptional items 32 199 (84) 167
after taxation and
minority interests
Attributable 143 197 (27) 287
earnings
SUMMARISED CONSOLIDATED BALANCE SHEET
30 Sept 30 Sept 31 March
2004 2003 2004
Reviewed Reviewed Audited
As at Note Rm Rm Rm
Assets
Non-current assets 1 894 1 297 1 290
Property, plant and 416 380 333
equipment
Goodwill and intangibles 371 (85) (66)
Interests in associated 4 891 866 885
companies
Investments and loans 5 113 53 25
Deferred taxation 103 83 113
Current assets 3 457 2 335 3 116
Bank balances, deposits 6 502 321 494
and cash
Securitised cash deposit 6 192 192 192
Equities held as current 7 1 267 871 1 443
assets
Other current assets 1 496 951 987
Total assets 5 351 3 632 4 406
Equity and liabilities
Capital and reserves
Ordinary shareholders` 2 780 2 052 2 667
interests
Minority interests 690 581 666
Total equity 3 470 2 633 3 333
Non-current liabilities 200 170 155
Interest-bearing debt 8 39 52 29
Provision for post- 128 113 121
retirement medical costs
Deferred taxation 33 5 5
Current liabilities 1 681 829 918
Non-interest-bearing 1 483 747 812
liabilities
Interest-bearing debt 8 198 82 106
Total equity and 5 351 3 632 4 406
liabilities
SUMMARISED GROUP STATEMENT OF CHANGES IN EQUITY
30 Sept 30 Sept 31 March
2004 2003 2004
Reviewed Reviewed Audited
Rm Rm Rm
Balance at 1 April as 2 667 5 817 5 817
reported
Change in accounting policies
in respect of
- AC 140: Business 120 - -
Combinations
- AC 133: Adjustments - (55) (52)
Restated balance at 1 April 2 787 5 762 5 765
Attributable earnings 143 4 153 4 196
Distribution in specie - (8 223) (8 223)
Share capital issued at a - 46 46
premium less share issue
expenses
Movement on unrealised gains (128) 480 1 034
arising on revaluation of
listed equities
Exchange differences arising - (111) (112)
on translation of foreign
entities
Unrecognised loss of (13) - -
associate now proportionately
consolidated
Goodwill and variation of (11) (56) (41)
interests
Other 2 1 2
Ordinary shareholders` 2 780 2 052 2 667
interest
GROUP SEGMENTAL ANALYSIS
6 months 6 months 12 months
ended ended ended
30 Sept 30 Sept 31 March
2004 2003 2004
Reviewed Reviewed Change Audited
Business grouping Rm Rm % Rm
Revenue
Media and 1 953 1 284 52 2 698
Entertainment
Ongoing
Media 645 530 22 1 091
Retail 336 307 9 666
Books & Maps 138 140 (1) 267
Home Entertainment 158 132 20 282
Music 74 80 (8) 184
Africa 5 1 400 2
Distribution,
Manufacturing &
Support Services 85 78 9 190
Pay television 512 - -
Disposed operations
Hammicks - 16 16
Gaming and Properties 53 34 56 91
Casino 4 - 7
Gallagher Estate 30 24 25 50
Holdings
Johnnic Properties 19 10 90 34
Total 2 006 1 318 52 2 789
Profit (loss) from
operations before
exceptional items
Media and 152 7 2 071 111
Entertainment
Ongoing
Media 58 26 123 77
Retail 2 (12) 117 13
Books & Maps 7 6 17 11
Home Entertainment 17 16 6 31
Music (1) (2) 50 11
Africa (8) (4) (100) (6)
Distribution,
Manufacturing &
Support Services (7) (13) 46 (8)
Pay television 85 - -
Disposed operations
Hammicks (1) (10) 90 (18)
Gaming and Properties 12 9 333 19
Casino 3 - 4
Gallagher Estate 6 3 100 6
Holdings
Johnnic Properties 3 6 (50) 9
Corporate head office (5) (14) 64 (14)
Total 159 2 7 850 116
GROUP STATISTICS
6 months 6 months 12
months
ended ended ended
30 Sept 30 Sept 31
March
2004 2003 2004
Reviewed Reviewed Audited
Performance per ordinary share
Headline earnings (cents)
- Media and Entertainment 47 5 67
- Gaming, properties and 19 (2) (22)
corporate head office
- Telecommunications - 184 184
Total headline earnings (cents) 66 187 229
Attributable earnings (cents) 86 2 508 2 528
Pro forma performance**
Headline earnings (cents)
- Media and Entertainment 47 5 67
- Gaming, properties and 19 (6) 7
corporate head office
Total headline earnings (cents) 66 (1) 74
Attributable earnings (cents) 86 119 173
Net asset value (rand)
- book value 17 12 16
- based on directors` valuation 22 16 21
of underlying investments
Ratios
Profitability
Profit from operations before 7,9 0,2 4,2
exceptional items (%)
Enterprise value/profit from 20,6 1 200,5 28,1
operations before exceptional
items multiple (times)(1)
Effective taxation rate (%) 23,2 2,9 3,8
Solvency and liquidity
Gearing (%)(2) (13) (14) (17)
Long-term borrowings to total 0,7 1,4 0,7
assets (%)
Current ratio(3) 2,1 2,8 3,4
Interest cover (times)(4) 5,6 108,1 111,3
Share performance
Number of ordinary shares in
issue (`000)
- at period end 166 470 166 442 166 466
- weighted average 166 470 165 584 166 022
Closing price (cents per share) 1 689 1 215 1 630
Market capitalisation (Rm) 2 812 2 022 2 713
** The pro forma numbers have been reviewed but not audited.
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
These summarised consolidated interim financial statements are prepared in
accordance with South African Statements of Generally Accepted Accounting
Practice (`GAAP`) dealing with interim financial reporting. The accounting
policies are consistent with those used in the annual financial statements for
the year ended 31 March 2004 except for adoption of AC 140: Business
Combinations, in terms of which goodwill is no longer amortised and is instead
considered for impairment under AC 128: Impairment of Assets. The effect of this
change in accounting policy is a reduction of R5 million in amortisation charged
to the income statement and an increase of R120 million to opening accumulated
profits.
The initial accounting for the increased interest in M-Net/SuperSport has been
provisionally determined. Any adjustment arising from the completion of the
initial accounting will be recognised by year end, and is not expected to have a
material impact on these interim results.
2. EARNINGS PER ORDINARY SHARE
The calculation of attributable earnings per ordinary share and basic headline
earnings per ordinary share is based on attributable earnings of R143 million
(2003: R4 153 million) and basic headline earnings of R111 million (2003: R309
million) and a weighted average of 166 469 592 (2003: 165 584 499) ordinary
shares in issue. No fully diluted earnings per ordinary share have been
disclosed as the potential dilution is not considered to be material.
6 months 6 months 12 months
ended ended ended
30 Sept 30 Sept 31 March
2004 2003 2004
Reviewed Reviewed Audited
Rm Rm Rm
3. Exceptional items
Net surplus on disposal 50 160 165
of investments
Surplus arising on - 3 682 3 682
unbundling of MTN shares
Impairment of leases and - (9) (78)
assets at various Nu
Metro Theatre sites
Other 3 56 10
Total 53 3 889 3 779
4. INTERESTS IN ASSOCIATED
COMPANIES
- Listed 445 533 438
- Unlisted 446 333 447
Book value of interests in 891 866 885
associated companies
Market value of listed 705 701 731
shares
Directors` valuation of 840 669 1 329
unlisted shares
5. INVESTMENTS AND LOANS
Unlisted shares at cost 87 46 16
less amounts written off
Loans 26 7 9
Total 113 53 25
Directors` valuation of 87 46 16
unlisted shares
6. CASH AND CASH EQUIVALENTS
Bank balances, deposits 502 321 494
and cash
Securitised cash deposit 192 192 192
Call borrowings (note 8) (177) (76) (85)
Total 517 437 601
Head office cash included 132 268 252
in the above
7. EQUITIES HELD AS CURRENT
ASSETS
MTN Group Limited (at 1 267 871 1 443
market value)
A substantial portion of these equities were realised
for cash subsequent to period end.
8. INTEREST-BEARING DEBT
Non-current liabilities 39 52 29
Current liabilities 198 82 106
- call borrowings (note 6) 177 76 85
- short term borrowings 21 6 21
Total 237 134 135
9. CAPITAL EXPENDITURE 63 32 6
INCURRED
10. CONTINGENT LIABILITIES
Guarantees 495 527 513
Suncoast Casino and
Entertainment World
(`Suncoast Casino`)
- Equity guarantee 192 192 192
secured by cash deposits
(refer to note 6)
- Corporate guarantee 300 300 300
Other 3 35 21
Unconditional purchase 465 - -
obligations - programme
and film rights
Contingent liabilities 12 1 12
Total 972 528 525
11. CAPITAL COMMITMENTS
Commitments for capital
expenditure
- contracted for - 4 -
- authorised but not 112 63 23
contracted for
Total 112 67 23
The capital expenditure will be funded from operating cash
flows and borrowings. Adequate facilities have been put in
place to finance known future capital commitments.
12. LEASE COMMITMENTS
Operating leases
- within one year 87 105 105
- more than one year 674 778 735
Total 761 883 840
13. INDEPENDENT REVIEW BY THE AUDITORS
These interim results have been reviewed by our auditors, Deloitte & Touche, who
have performed their review in accordance with the guideline `Guidance for
Auditors on Review of Interim Financial Information` issued by the South African
Institute of Chartered Accountants.
The scope of the review was to enable the auditors to report that nothing came
to their attention that caused them to believe that the accompanying interim
financial information is not fairly presented, in all material respects, in
accordance with South African Statements of Generally Accepted Accounting
Practice applicable to Interim Financial Reporting and the Companies Act in
South Africa.
A copy of their unqualified review report is available for inspection at the
registered office of the Company.
Our auditors, 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.
Based on our review, nothing has come to our attention that causes us to believe
that the adjustments are not appropriate for the purposes of the unaudited pro
forma income statement as disclosed in the interim announcement.`
14. Listings requirements
This interim results announcement has been prepared in compliance with the
Listings Requirements of the JSE Securities Exchange South Africa (`the JSE`).
15. 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), KC Ramon#
(Acting Chief Operating Officer), CB Brayshaw, PE Burton,
ACG Molusi#, SW Moutloatse, TRA Oliphant, ME Ramano.
ALTERNATE DIRECTORS: ZNA Cindi, PM Jenkins#, IP Smith.
#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 (Proprietary) Limited,
70 Marshall Street,
Johannesburg, 2001.
PO Box 61051, Marshalltown, 2107.
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
Computershare Investor Services 2004 (Proprietary) Limited,
70 Marshall Street, Johannesburg, 2001.
PO Box 61051, Marshalltown, 2107.
Telephone number 0800 117472/(+27 11) 870 8201
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
Logos
Sunday Times
Business Day
Financial Mail
Nu Metro
M-Net
Map Studio
Exclusive Books
Gallo Music
Daily Dispatch
Sowetan
I-Net Bridge
Supersport
Sunday World
Struik
The Herald
Gallagher Estate
Suncoast Casino
Johnnic Holdings
Johnnic Communications
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