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Wed 24 Aug 2005, 10:00 RESULTS FOR THE 53 WEEKS ENDED JUNE 2005
Shoprite Holdings Ltd - Preliminary results for the 53 weeks ended June 2005    
Shoprite Holdings Ltd                                                           
(Registration No 1936/007721/06)                                                
ISIN: ZAE000012084                                                              
JSE share code: SHP                                                             
NSX share code: SRH                                                             
LuSE share code: SHOPRITE                                                       
(`the Group`)                                                                   
PRELIMINARY RESULTS FOR THE 53 WEEKS ENDED JUNE 2005                            
Introductory note                                                               
The financial year to 3 July 2005 comprised 53 weeks compared to the            
corresponding 12 months of 52 weeks in 2004. The figures provided below under   
the heading `Key Information` are therefore for 53 weeks, as they are in the    
rest of this document. To facilitate comparison between the 2005 and 2004       
trading periods, figures for 52 weeks are also provided below, in brackets. In  
addition, the figures for 2004 have been adjusted for changes in accounting     
policy and reclassification of disclosure items on the basis set out under the  
heading `Accountability` towards the end of this document.                      
Key information                                                                 
*    Total turnover increased 11,9% from R26,641 billion to R29,813 billion
          (52 weeks: 9,7% to R29,232 billion).                                  
     *    Non-RSA operations achieved 19,6 % sales growth in stable currency    
          terms.                                                                
*    Operating profit before exchange differences up 27,8% to R912,2       
          million (52 weeks: 17,1% to R835,1 million).                          
     *    Headline earnings per share up 48,5% (52 weeks: 35,2%).               
     *    Headline earnings per share, adjusted for exchange differences, up    
25,4% (52 weeks: 14,1%).                                              
     *    Dividend per share proposed increased 38,9% to 50,0 cents.            
     *    Net asset value per share increased 20,6% to 416 cents.               
     *    Basket size increased by 4,2% (52 weeks: 3,9%) and the number of      
customer transactions, by 8,2% (52 weeks: 6,0%).                      
Whitey Basson, chief executive, commented:                                      
`I am delighted with the excellent results produced on virtually all fronts. The
South African operation of our core business performed particularly well.       
Turnover at 11,9% higher far outstripped CPIX of about 4%. Despite the pincer   
effect created by food inflation of just 1,6% and rising operational costs, the 
Group nevertheless increased operating profit by 27,8% over the 53-week period. 
This was mainly due to better information being available for decision-making,  
higher productivity, improved product ranging and a virtually fully automated   
replenishment system that greatly advanced product flow from our distribution   
centres to our stores, even those in isolated areas in Africa.`                 
23 August 2005                                                                  
Enquiries                                                                       
Shoprite Holdings Limited                                                       
Tel: 021 980 4000                                                               
Whitey Basson, chief executive                                                  
Carel Goosen, deputy managing director                                          
De Kock Communications                                                          
Tel: 021 422 2690                                                               
Cell: 076 390 7725                                                              
Ben de Kock                                                                     
Operating environment                                                           
The trading environment in South Africa during the review period remained stable
and did not materially change in the sectors in which the Group operates        
compared to the previous year. Inflation dropped even further as did interest   
rates while the rand remained steady against the currencies of the country`s    
major trading partners. The result was that due to cheaper imports and the      
strong rand, sales of durable and semi-durable goods remained buoyant, although 
tending to level out in the second half of the financial year. Food retailing   
also benefited from this increased liquidity but had to contend with food       
deflation in the case of some staples, and inflation of just 1,6% across the    
food spectrum.                                                                  
At the lower end of the market there was a noticeable increase in disposable    
income, in our view the cumulative result of the material benefits derived by   
lower-income earners from South Africa`s new political dispensation through tax 
concessions, social grants and other forms of government support. In addition,  
the benefits of the country`s consistent economic growth since the nineties are 
increasingly spilling over into this sector of the community which is also      
profiting from the recent increase in employment in both the formal and informal
sectors. As a result, many such consumers have become more upwardly mobile,     
moving into LSM 4 to 7. This in turn has brought a change in the composition of 
the consumer basket now containing more higher-margin food items as well as     
related non-food products needed by first-time home owners.                     
Comments on the results                                                         
Income statement                                                                
Total revenue:                                                                  
Total revenue increased 11,6% from R27,168 billion to R30,328 billion while     
market share increased marginally by 0,13%.                                     
Gross profit:                                                                   
Gross profit increased 12,0% to R5,990 billion, due mainly to improved product  
ranges, more efficient replenishment and the greater contribution to income by  
the non-foods division which benefited from a stronger rand.                    
Operating margin:                                                               
If forex is excluded, the operating margin grew from 2,68% to 3,06%, the highest
ever, while it was 2,86% if the current year is reduced to 52 weeks. This       
resulted mainly from improved decision-making, greater efficiencies as well as  
improvements in distribution and a further reduction in the already very low    
level of shrinkage.                                                             
Staff costs:                                                                    
The increase in staff costs at 12,1% was marginally above turnover growth of    
11,9% due to a non-recurring expense of R46 million relating to share           
appreciation rights granted in previous years. If this expense is excluded,     
staff costs grew by 9,8% and on that basis, the Supermarket Division again      
increased productivity.                                                         
Exchange differences:                                                           
In the year to 30 June 2005 the rand weakened 6% against the US dollar compared 
to strengthening against that currency by 16,7% in 2004. The weaker rand        
resulted in a currency gain of R6,1 million as against a currency loss of R79,3 
million in 2004.                                                                
Exceptional items:                                                              
The exceptional items include an impairment of R48,1 million in respect of      
assets the Group holds in certain African countries.                            
Tax:                                                                            
Tax shows an increase of 29,7% due to losses suffered in certain of the non-RSA 
companies.                                                                      
Earnings per share:                                                             
Diluted headline earnings per share increased 47,4% from 79,4 cents to 117,0    
cents. Once adjusted for exchange differences, diluted headline earnings per    
share was 24,4% higher at 115,6 cents. Earnings per share was only 0,2% above   
that for 2004 due to an exceptional item in the 2005 financial year relating to 
the impairment of certain of the Group`s assets in Africa and the fact that the 
last tranche (R150 million) of the amortisation of negative goodwill was        
reflected, also as an exceptional item, in the results for the 2004 financial   
year.                                                                           
Dividend proposed:                                                              
The increase of 38,9% in the dividend per share to 50,0 cents reduces dividend  
cover to 2,1 times for a 52-week year. This trend is in line with a Board       
decision to reduce, over time, the dividend cover to 2 times.                   
Balance sheet                                                                   
Inventories:                                                                    
Stock levels for the period increased by 2,9% and should be seen against a      
turnover growth of 11,9%. Stock turn of inventory supplied by the Group`s own   
distribution centres improved to 27 times per year and reflected a cumulative   
reduction in stockholding of more than R400 million over two years.             
Cash and cash equivalents and bank overdrafts:                                  
Net cash and cash equivalents were R408,9 million at year-end compared to R1,128
billion in 2004. In 2004 the financial year ended on 27 June, before the month- 
end creditor payments had been made, while the 2005 financial year ended on 3   
July after such payments had been effected.                                     
Operational review                                                              
Confirmed       
                   Number of                      Number of     new store       
                   stores at  Stores   Stores     stores at      openings       
                30 June 2004  opened   closed  30 June 2005  30 June 2006       
Supermarkets             486      54       11           529            95       
Shoprite                 314      18        5           327            46       
Checkers                  90       6        1            95            20       
Checkers Hyper            23       0        0            23             0       
Usave                     59      30        5            84            29       
Hungry Lion               52       7        2            57             5       
Furniture Group          167      10        0           177            19       
OK Furniture             145       9        0           154            16       
House & Home              22       1        0            23             3       
Total own                705      71       13           763           119       
stores                                                                          
OK Franchise             297      25       74           248            19       
Hungry Lion                3       1        1             3             3       
Franchise                                                                       
Total franchise          300      26       75           251            22       
Total stores            1005      97       88          1014           141       
Countries                                                                       
outside South             15       1        0            16            17       
Africa                                                                          
Supermarkets                                                                    
The combined revenue of the three supermarket brands - Shoprite, Checkers and   
Usave and including the non-RSA operation - increased by 12,5% to R26,587       
billion, up from R23,629 billion in 2004. The total number of customers served  
increased by 8,2% while basket value for the 12 months was 4,2% higher as       
against 2,0% the previous year. An aggressive new-store programme is envisaged  
involving 66 new Shoprite and Checkers supermarkets and 29 Usave outlets.       
Despite the fact that in South Africa the Group opened fewer large-format stores
than its major opposition it nevertheless managed to grow market share both in  
terms of total turnover and on a like-for-like basis. A recent survey by AC     
Nielsen showed that 85,8% of customers claimed to shop at the Shoprite Group    
compared to 74,4% previously.                                                   
The current market realities in our core consumer base indicate good growth     
prospects for the Shoprite brand. In 2004, a further 1,3 million people joined  
the LSM 4 to 6 economic group which means Shoprite`s core target market is      
growing substantially. The burgeoning South African middle class that was so    
evident in the past financial year will continue to be a key driver of growth   
for the Shoprite brand. Factors that contribute to the growth of the middle to  
lower market are transformation, mass electrification, formal housing projects  
and measures aimed at poverty alleviation. In our view no other food retailer is
better positioned than Shoprite to capitalise on this growth.                   
The repositioning of the Checkers brand to appeal to more affluent South African
consumers is in full swing. The ranging of specialty food products, a more      
upmarket overall communication strategy and the sourcing of more convenient     
store locations are the focus areas of the brand. Management is encouraged by   
the fact that from September 2004 to April 2005 the chain grew its support by   
LSM 9 and 10 customers from respectively 39,8% to 49,7% and 42,8% to 60,5%.     
The Group also benefited increasingly from the new automated re-ordering system 
which resulted in improved product flow through the distribution centres to the 
stores, better product availability and higher stock turn.                      
Shoprite                                                                        
Shoprite`s South African operation reported excellent results for the year      
despite a trading environment again characterised by virtually non-existent food
inflation. It achieved turnover growth of 13,2% to R14,213 billion compared to  
R12,555 billion in 2004.                                                        
The chain operates 327 of the Group`s 529 corporate stores in 17 countries,     
South Africa included. Of these, 260 do business in South Africa and 67 beyond  
its borders. It is expected to add a further 46 stores in the 2006 financial    
year, 39 of these in South Africa. Should the Competitions Board approve the    
acquisition of Foodworld, its 13 stores would be converted to the Shoprite brand
in the new financial year.                                                      
To counter the effects of price deflation still experienced in the case of most 
staple foods and the marginal inflation in virtually all other food sectors, the
chain further expanded its higher-margin, non-food offering. At the same time   
food ranges were extended by increasing the choice of aspirational products.    
These new ranges also reflect the changing needs of the brand`s traditional     
customers whose demand for white goods and electrical appliances has been       
greatly increased by home ownership. Access to home appliances such as fridges  
also had a knock-on effect on the sale of especially perishables and value-added
products.                                                                       
With a healthy increase of 7,8% in the number of customers served the chain will
focus on trading up consumer spending in its stores and further growing the     
average basket size which was 5,4% higher for the period under review.          
Checkers                                                                        
The Checkers brand held its own in a fiercely contested sector despite a large  
number of opposition stores being opened in the higher LSM sector during the    
reporting period. Turnover grew 9,5% to R9,432 billion. The brand increased     
profitability by 32,9%. The number of store visits was 3,3% higher, and basket  
size grew by 6,3%. The new customers are mainly from the higher LSMs, indicating
a positive response from the new target market. During the year six new stores  
were opened and one closed. The chain operates 118 outlets of which four are    
outside the borders of South Africa.                                            
With its repositioning to cater to a more affluent consumer, Checkers is        
benefiting from the worldwide shift in retail to convenience foods and value-   
added products. To this end there is an increasing focus in its stores on       
specialist departments such as the bakery, meat market, cheese and delicatessen 
counter, and wine store. The focus on convenience has seen a strong increase in 
prepared foods while the fruit and vegetable departments were expanded and      
market share increased. Considerable progress was made during the year upgrading
the remaining Checkers outlets to new-generation stores, a process scheduled for
completion by the end of the 2006 calendar year.                                
Usave                                                                           
This lower-end discounter increased the number of its stores by 25 to 84. Of    
these, 62 are located in South Africa and 22 elsewhere on the continent. Its    
success is based on high stock turn coupled with fast replenishment to maximise 
sales floor space, and stores in operation for the full year continued to       
produce a satisfactory return on capital employed.                              
After growing from an initial four stores in 2003 to 59 in 2004, management used
the 2005 financial year for consolidation. The initial rapid expansion of the   
number of stores put pressure on in-store disciplines. Time was also needed to  
refine the concept in the light of the experience gained. This process has now  
been completed, allowing the store-opening programme to accelerate once again.  
The objective is to have 113 Usave outlets by the end of the 2006 financial     
year.                                                                           
Operations outside South Africa                                                 
The operating results were below expectations and sales growth of 20,2% for the 
53 weeks at constant conversion rates were well below the 26,2% for the 52 weeks
in 2004. This weaker performance resulted mainly from the continued strength of 
the rand which reduced the affordability of South African exports, diluted      
profit margins and compelled the Group to source product from elsewhere.        
The non-RSA operations were extensively re-evaluated during the year and future 
growth areas identified. The Group is achieving satisfactory results in, for    
instance, Zambia and the BNLS countries, but profitability remains a problem in 
Tanzania and in Egypt. The other countries all offer real potential for further 
development. Shrinkage reached unacceptable levels in some countries but the    
problem was rectified after strengthening management and tightening disciplines.
During the year the Group for the first time moved outside Africa when it opened
a 5 500 m2 franchised superstore in Mumbai in India. Although the store is      
increasing its high-income customer base, it will take time to change shopping  
patterns over a broad spectrum as for most consumers, the supermarket concept is
completely new.                                                                 
During December 2005 the Group will start trading in Nigeria, after South Africa
the biggest market on the continent, when it opens a supermarket in a new       
shopping centre in Lagos. The country`s retail potential is enormous and the    
Group is researching additional sites in the capital.                           
During the 2006 financial year the Group plans to build two more shopping       
centres in Angola and one in Namibia, as well as two supermarkets in Mozambique.
OK Franchise                                                                    
During the period under review the division returned to profitability. The      
number of franchisees reduced by 49, after adding 25 new members and closing 74 
members` accounts. The majority of these were financially non-viable accounts. A
campaign was launched to canvass new members and after year-end 19 had signed up
to bring the number to 267. The remaining core consists of viable businesses    
with substantial growth potential, and management is confident about their      
future. Most of these businesses are located in the rural areas. Management is  
keen to strengthen the division`s presence in those areas but is at the same    
time targeting urban and semi-urban neighbourhoods for future growth.           
Furniture                                                                       
The Furniture division experienced another excellent year in terms of both      
turnover growth and profitability. It increased revenue 16,5% to R1,999 billion 
and operating profit 18,8% to R183,0 million. The factors that stimulated the   
market in 2004 - lower taxes, reduced interest rates and a strong rand - also   
determined sales patterns in the past financial year. The trading environment   
remained highly competitive, especially in respect of white goods, bedding and  
home entertainment products. The shift to cash continued with credit sales      
dropping to 37% of total sales from 42% the previous year, despite the volume of
credit sales increasing.                                                        
By year-end the division operated 163 House & Home and OK Furniture stores as   
well as 14 small-format OK Power Express outlets selling a reduced range of     
white goods and home entertainment products. An aggressive store- opening       
programme has been set in motion for 2006 with three House & Home and 16 OK     
Furniture outlets, of which three are outside South Africa, on the drawing      
board. During the period under review the division opened a store in Mozambique 
and also intends expanding into Angola.                                         
Group prospects and outlook                                                     
There are no forces at work in the economy that in our view would cause food    
inflation to increase significantly in the short to medium term. The higher     
disposable income in the Group`s target market should boost unit sales and      
thereby offset, to a certain extent, the negative effect on turnover of low food
inflation. Management will continue to counter this effect by maintaining strict
disciplines, by increasing store efficiency and service levels, and continuously
improving product selection and availability. As part of this process a start   
will be made in September with the phased introduction of a much more extensive 
and sophisticated back-office programme that we believe will revolutionise store
operations.                                                                     
We are therefore positive about the year ahead. The robust growth in turnover of
the past year is being continued in the new financial year, which will be       
supported by an aggressive new-store programme, and we intend growing strongly  
off the more structured base we created this year. We thus expect to maintain   
the turnover growth and profitability pattern laid down in the 2005 financial   
year bearing in mind that the new financial year will consist of the standard 52
weeks compared to the 53 weeks of 2005.                                         
Corporate governance                                                            
Shoprite  acts  in accordance with the principles as embodied  in  the  Code  of
Corporate  Practice and Conduct in the King Report 2002 (`the Code`). The  Group
complies with the significant requirements incorporated in the Code and the  JSE
Limited listing requirements.                                                   
Dividend No 113                                                                 
The Board has declared a final dividend of 28,0 cents (2004: 19,5 cents) per    
share, payable to shareholders on Monday, 19 September 2005. This brings the    
total dividend for the year to 50,0 cents per ordinary share (2004: 36,0 cents).
The last day to trade cum dividend will be Friday, 9 September 2005. As from    
Monday, 12 September 2005, all trading of Shoprite Holdings Ltd shares will take
place ex dividend. The record date is Friday, 16 September 2005.                
Share certificates may not be dematerialised or re-materialised between Monday, 
12 September 2005, and Friday, 16 September 2005, both days inclusive.          
Accountability                                                                  
These condensed consolidated preliminary results have been prepared in          
accordance with South African Statements of Generally Accepted Accounting       
Practice (`GAAP`) and Schedule 4 of the South African Companies Act (Act No 61  
of 1973), as amended. The accounting policies are consistent with those used in 
the annual financial statements for the year ended 30 June 2004, except as      
stated below.                                                                   
Change in accounting policy                                                     
Accounting for goodwill                                                         
In accordance with the transitional provisions of AC 140: Business Combinations 
and AC 128: Impairment of Assets, the Group has discontinued the amortisation of
goodwill and eliminated the carrying amount of the related accumulated          
amortisation with a corresponding decrease in goodwill. All goodwill acquired in
business combinations will now be tested for impairment annually and any        
resulting impairment losses will be recognised in the income statement. As per  
the stated transitional provisions this adjustment will be done prospectively   
and the effect on the current year income statement is reflected below.         
                                      Reviewed             Audited              
                                      53 weeks            52 weeks              
R`000                               ended June 05       ended June 04           
Operating profit                              5 087                             
Exceptional items                          (26 151)                             
Profit before tax                          (21 064)                             
Tax                                               -                             
Net profit                                 (21 064)                             
Decrease in goodwill                         21 064                             
Accounting for leases                                                           
In terms of SAICA Circular 7/2005 relating to AC 105: Leases, all               
payments in respect of operating leases with a fixed escalation clause,         
are recognised as an expense or income on a straight-line basis over the        
lease term.                                                                     
As per the requirements of AC 103: Net profit or loss for the period,           
fundamental errors and changes in accounting policies, the relevant             
comparative information has been restated. The effect of the restatement        
is reflected below and in the statement of changes in equity.                   
R`000                                                                           
Operating profit                              7 378               10 909        
Exceptional items                                 -                3 667        
Profit before tax                             7 378               14 576        
Tax (including tax rate adjustment)           7 437                5 199        
Net profit                                     (59)                9 377        
Increase in non-current                     154 529              163 589        
assets                                                                          
Increase in trade and other                   1 623                4 465        
receivables                                                                     
Increase in non-current                                                         
liabilities                                 514 829              529 269        
Increase in trade and other                  16 962               14 365        
payables                                                                        
Reclassification of disclosure items                                            
Certain reclassifications of income statement items in the current year         
resulted in changes to the relevant comparative information to ensure           
accurate comparability with the current year information. The effected          
line items are detailed below.                                                  
All items forming part of the inventory valuation have now been                 
disclosed as part of cost of sales.                                             
R`000                                                                           
Cost of sales                             1 302 399            1 284 665        
Other operating income                  (1 605 605)          (1 562 116)        
Depreciation                                 24 218               23 762        
Operating leases                             16 470               30 196        
Staff costs                                  72 310               77 868        
Other operating costs                       190 208              145 625        
Operating profit                                  -                    -        
Reclassification of software as intangible assets                               
R`000                                                                           
Intangible assets -                          26 923               17 822        
software                                                                        
Property, plant and                        (26 923)             (17 822)        
equipment                                                                       
Non-current assets                                -                    -        
Depreciation                               (13 490)             (12 047)        
Other operating costs -                      13 490               12 047        
amortisation of software                                                        
Operating profit                                  -                    -        
Reclassification of reinstatement provision                                     
R`000                                                                           
Reinstatement provision -                    20 822                  565        
current                                                                         
Trade and other payables                   (20 822)                (565)        
Current liabilities                               -                    -        
Auditors` review opinion                                                        
The condensed consolidated preliminary results for the 53 weeks ended June 2005 
have been reviewed by PricewaterhouseCoopers Inc. The auditors` unqualified     
review opinion is available for inspection at the company`s registered office.  
Thanks to management and staff.                                                 
Retail has been transformed in the past decade into a most exciting world of new
challenges and limitless growth opportunities. That excitement has also been    
growing within the Shoprite group as it develops into a global player. We thank 
every member of staff that has taken up these challenges wanting to be part of a
bold future. Also every member of management who has helped shape this future,  
and every member of the Board who has brought their wisdom to bear on the       
decisions we need to take to make that future a reality.                        
By order of the Board                                                           
C H Wiese                                                                       
Chairman                                                                        
J W Basson                                                                      
Chief executive                                                                 
23 August 2005                                                                  
Condensed group income statement                                                
                                         Reviewed                  Audited      
                                         53 weeks         %       52 weeks      
R`000                               ended June 05    change  ended June 04      
Revenue                                30 328 476     11,63     27 168 360      
Sale of merchandise                    29 812 886     11,91     26 641 233      
Finance income earned                     164 791    (3,81)        171 322      
Franchise fees received                    18 760    (5,15)         19 779      
Operating lease income                    184 887   (15,15)        217 903      
Net premiums earned                       147 152     24,58        118 123      
Gross profit                            5 990 491     12,00      5 348 544      
Other operating income                    675 384    (3,30)        698 446      
Depreciation                            (441 806)     18,90      (371 573)      
Operating leases                        (822 592)      1,24      (812 524)      
Staff costs                           (2 462 545)     12,14    (2 195 969)      
Other operating costs                 (2 026 757)      3,75    (1 953 418)      
Operating profit before exchange                                                
gains/(losses)                            912 175     27,84        713 506      
Exchange gains/(losses)                     6 103                 (79 276)      
Operating profit before                                                         
exceptional items                         918 278     44,79        634 230      
Exceptional items                        (41 670)                  165 261      
Operating profit after exceptional                                              
items                                     876 608      9,65        799 491      
Investment income                          69 400                   57 739      
Finance costs                            (47 772)                 (30 062)      
Profit before tax                         898 236      8,59        827 168      
Tax                                     (323 272)     29,67      (249 307)      
Profit after tax                          574 964    (0,50)        577 861      
Minority interest                         (7 109)                 (11 674)      
Net profit                                567 855      0,29        566 187      
Earnings per share (cents)                  111,9       0,2          111,7      
Diluted earnings per share (cents)          108,9     (0,5)          109,5      
Headline earnings per share                                                     
(cents)                                     120,3      48,5           81,0      
Diluted headline earnings per                                                   
share (cents)                               117,0      47,4           79,4      
Adjusted headline earnings per                                                  
share (cents)                               118,8      25,4           94,7      
Adjusted diluted headline earnings                                              
per share (cents)                           115,6      24,4           92,9      
Ordinary dividend per share                                                     
(cents)                                      41,5      25,8           33,0      
Ordinary dividend per share                                                     
proposed (cents)                             50,0      38,9           36,0      
Number of ordinary shares (`000) used for                                       
calculation of:                                                                 
  earnings per share                     507 373*                 506 979*      
diluted earnings per share             521 644*                 517 007*      
   (*weighted average)                                                          
Condensed group balance sheet                                                   
                                                     Reviewed      Audited      
R`000                                                 June 05      June 04      
Assets                                                                          
Non-current assets                                  2 775 164    2 615 874      
Property, plant and equipment                       2 311 641    2 160 987      
Available-for-sale investments                         33 100        6 980      
Loans originated by the enterprise                     61 530       66 537      
Deferred tax assets                                   324 270      327 373      
Intangible assets                                      40 410       48 161      
Fixed escalation operating lease accrual                4 213        5 836      
Current assets                                      5 778 466    5 483 546      
Assets classified as held for sale                    183 025            -      
Inventories                                         2 696 558    2 620 150      
Trade and other receivables                         1 639 120    1 626 985      
Current tax asset                                      62 474       29 181      
Available-for-sale investments                              -       53 624      
Loans originated by the enterprise                      3 993       19 538      
Cash and cash equivalents                           1 193 296    1 134 068      
Total assets                                        8 553 630    8 099 420      
Equity and liabilities                                                          
Capital and reserves                                2 112 660    1 752 635      
Minority interest                                      40 841       38 007      
Non-current liabilities                               733 269      747 594      
Interest-bearing borrowings                             2 450        2 450      
Deferred tax liabilities                                4 131        1 939      
Provisions                                            211 859      213 936      
Fixed escalation operating lease accrual              514 829      529 269      
Current liabilities                                 5 666 860    5 561 184      
Trade and other payables                            4 725 009    5 280 895      
Current tax liability                                  66 983      223 281      
Provisions                                             86 936       49 132      
Bank overdraft                                        784 388        5 833      
Shareholders for dividends                              3 544        2 043      
Total equity and liabilities                        8 553 630    8 099 420      
Condensed group statement of changes in equity                                  
                                                Reviewed        Audited         
                                                53 weeks       52 weeks         
R`000                                      ended June 05  ended June 04         
Balance at 1 July as previously stated         1 752 635      1 732 939         
Effect of fixed escalation operating                                            
lease accruals                                         -      (384 956)         
As restated                                    1 752 635      1 347 983         
Acquisition of treasury shares                     (265)        (3 080)         
Net fair value profits on available-for-                                        
sale investments, net of tax                       2 997          8 969         
Net profit for the year                          567 855        566 187         
Dividends distributed to shareholders          (210 562)      (167 424)         
Balance at 30 June                             2 112 660      1 752 635         
Condensed group segment information                                             
Reviewed         Audited      
                                                  53 weeks        52 weeks      
R`000                                        ended June 05   ended June 04      
Revenue - by business segment                                                   
- Supermarkets                                  28 329 967      25 452 544      
- Furniture                                      1 998 509       1 715 816      
Total revenue                                   30 328 476      27 168 360      
Operating profit - by business segment                                          
- Supermarkets                                     735 269         480 197      
- Furniture                                        183 009         154 033      
Total operating profit                             918 278         634 230      
Reconciliation of headline earnings                                             
Reviewed        Audited      
                                                   53 weeks       52 weeks      
R`000                                         ended June 05  ended June 04      
Net profit attributable to shareholders             567 855        566 187      
Exceptional items after tax                          40 195      (163 807)      
   Profit on sale of operation                            -           (68)      
   Profit on sale of buildings                      (6 716)                     
   Profit on sale of unlisted investment           (19 906)              -      
Profit on sale of listed investment                (660)              -      
   Insurance claim for building received            (5 864)              -      
   Impairment/(reversal of impairment) of            51 507        (3 067)      
   property, plant and equipment                                                
Impairment of unlisted investment                      -          5 119      
   Amortisation of negative goodwill                      -      (150 036)      
   Impairment of goodwill                            26 151              -      
   Reversal of impairment of amounts owing                                      
by share incentive trust participants                     -        (7 946)      
   Payment for lease cancellation                     3 484          3 000      
   Profit on lease cancellation                     (6 840)       (10 642)      
   Prescription of amounts owing                      (961)          (167)      
Other items after tax                                                           
Loss on disposal and scrapping of software,                                     
plant and equipment                                   2 410          3 195      
Amortisation of goodwill                                  -          5 087      
Headline earnings                                   610 460        410 662      
Exchange (gains)/losses after tax                   (7 487)         69 416      
Adjusted headline earnings                          602 973        480 078      
Supplementary information                                                       
Reviewed        Audited      
R`000                                               June 05        June 04      
1. Capital commitments                              344 438        174 053      
2. Contingent liabilities                            53 190         14 707      
There was an increase in the contingent                                         
liabilities arising in the ordinary course                                      
of business relating to property and other                                      
transactions from which it is anticipated                                       
that no material liabilities will arise.                                        
3. Net asset value per share (cents)                    416            345      
4. Total number of shares in issue (adjusted                                    
for treasury shares)                                507 355        507 387      
Condensed group cash flow statement                                             
                                                   Reviewed     Audited         
                                                   53 weeks    52 weeks         
R`000                                  Notes  ended June 05  ended June         
04         
Cash generated by operations                        777 418   1 341 611         
Operating profit before exceptional                                             
items                                               918 278     634 230         
Non-cash items                             1        501 554     471 820         
Changes in working capital                 2      (652 332)     226 327         
Exceptional items                          3          9 918       9 234         
Net finance costs                                    14 948      22 971         
Dividends received                                    6 680       4 706         
Dividends paid                                    (213 336)   (171 105)         
Tax paid                                          (509 097)    (75 012)         
Cash flows from operating activities                                            
76 613   1 123 171         
Cash flows from investing activities                                            
                                                  (810 961)   (736 243)         
Purchase of software, property, plant                                           
and equipment                                     (946 231)   (792 693)         
Proceeds on disposal of software,                                               
property, plant and equipment                                                   
                                                     81 147      26 733         
Acquisition of operations                          (17 127)    (14 147)         
Proceeds on disposal of unlisted                                                
investment                                           50 000           -         
Proceeds on disposal of listed                                                  
investment                                           21 069           -         
Acquisitions of listed investment                                               
                                                   (21 069)           -         
Disposal of operation                                     -       5 200         
Other investment activities                          21 250      38 664         
Net cash flow                                     (734 348)     386 928         
Cash flows from financing activities                                            
                                                        428     (3 080)         
Acquisition of treasury shares                        (265)     (3 703)         
Proceeds on sale of treasury shares                                             
                                                          -         623         
Proceeds on issue of preference shares                                          
to joint venture                                        693           -         
Movement in cash and cash equivalents                                           
                                                  (733 920)     383 848         
Effect of exchange rate movements on                                            
cash and cash equivalents                                                       
                                                     14 593    (27 319)         
Net movement in cash and cash                                                   
equivalents                                       (719 327)     356 529         
Cash flow information                                                           
1.  Non-cash items                                                              
    Depreciation on property, plant and                                         
    equipment                                       466 024     395 335         
Amortisation of goodwill                              -       5 087         
    Amortisation of software                         13 490      12 047         
    Loss on disposal and scrapping of                 3 384       4 117         
    software, plant and equipment                                               
Net fair value (gains)/losses on                                            
    financial instruments                           (3 629)       3 842         
    Exchange (gains)/losses                         (6 103)      79 276         
    Movement in provisions                           35 727    (12 880)         
Movement in fixed escalation operating                                      
    lease accrual                                   (7 339)    (15 004)         
                                                    501 554     471 820         
Reclassification of movement in provisions, from changes in working             
capital to non-cash items, in the current year resulted in adjustments to       
the relevant comparative figures to conform with the changes in                 
presentation made in the current year.                                          
2.  Changes in working capital                                                  
Inventories                                    (92 552)    (98 169)         
    Trade and other receivables                    (13 788)   (227 341)         
    Trade and other payables                      (545 992)     551 837         
                                                  (652 332)     226 327         
3.  Exceptional items                                                           
    Exceptional items per income statement                                      
                                                   (41 670)     165 261         
    Profit on disposal of property                  (7 401)           -         
Profit on disposal of operation                       -        (97)         
    Impairment/(reversal of impairment) of                                      
    property, plant and equipment                                               
                                                     51 507     (3 067)         
Impairment of unlisted investment                                           
                                                          -       5 119         
    Profit on disposal of unlisted                                              
    investment                                     (18 000)           -         
Profit on disposal of listed investment                                     
                                                      (669)           -         
    Reversal of impairment of amounts owing                                     
    by Shoprite Holdings Ltd                                                    
Share Incentive Trust participants                                          
                                                          -     (7 946)         
    Impairment of goodwill                           26 151           -         
    Amortisation of negative goodwill                                           
-   (150 036)         
                                                      9 918       9 234         
Directorate and administration                                                  
Executive directors:                                                            
JW Basson (chief executive), CG Goosen (deputy managing director),              
B Weyers, AN van Zyl, B Harisunker                                              
Non-executive directors:                                                        
CH Wiese (chairman), JA Louw, JJ Fouche, TRP Hlongwane, JF Malherbe,            
JG Rademeyer                                                                    
Company secretary: AN van Zyl                                                   
Registered office                                                               
Cnr William Dabs and Old Paarl Roads, Brackenfell, 7560, South Africa           
PO Box 215, Brackenfell, 7561, South Africa                                     
Telephone: +27 (0)21 980 4000; Facsimile:    +27 (0)21 980 4050                 
Website: www.shoprite.co.za                                                     
Transfer secretaries                                                            
South Africa                                                                    
Computershare Investor Services 2004 (Pty) Ltd                                  
PO Box 61051, Marshalltown, 2107, South Africa                                  
Telephone: +27 (0)11 370 5000; Facsmile: +27 (0)11 668 5520                     
Website: www.computershare.com                                                  
Namibia                                                                         
Transfer Secretaries (Pty) Ltd                                                  
PO Box 2401, Windhoek, Namibia                                                  
Telephone: +264 (61) 227 647; Facsimile: +264 (61) 248 531                      
Zambia                                                                          
Lewis Nathan Advocates                                                          
PO Box 372668, Lusaka, Zambia                                                   
Telephone: +260 (0) 1 223 174; Facsimile: +260 (0) 1 229 868                    
Sponsors                                                                        
South Africa                                                                    
Nedbank Capital                                                                 
PO Box 1144, Johannesburg, 2000, South Africa                                   
Telephone: +27 (0)11 295 8603; Facsmile: +27 (0)11 294 8602                     
Website: www.nedbank.co.za                                                      
Namibia                                                                         
Old Mutual Asset Managers                                                       
PO Box 25549, Windhoek, Namibia                                                 
Telephone: +264 (0) 61 299 3527; Facsmile: +264 (0) 61 299 3528                 
Zambia                                                                          
Lewis Nathan Advocates                                                          
PO Box 37268, Lusaka, Zambia                                                    
Telephone: +260 (0) 1 223 174; Facsimile: +260 (0) 1 229 868                    
Auditors                                                                        
PricewaterhouseCoopers Incorporated                                             
PO Box 2799, Cape Town, 8001, South Africa                                      
+27 (0)11 294 8602                                                              
Date: 24/08/2005 08:00:23 AM
Produced by the JSE SENS Department
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