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Thu 1 Sep 2005, 9:11 Murray & Roberts Holdings Limited - Preliminary Re
Murray & Roberts Holdings Limited - Preliminary Report For The Year Ended 30    
June 2005                                                                       
Murray & Roberts Holdings Limited                                               
(Registration number: 1948/029826/06)                                           
(`Murray & Roberts` or `Group`)                                                 
Share Code: MUR   ISIN code: ZAE00008983                                        
Preliminary Report                                                              
for the year ended 30 June 2005                                                 
SALIENT POINTS                                                                  
Operating Cash     up 131% to                         R668 million              
Order Book         up 70% to                          R8,5 billion              
Revenues           up 27% to                          R10,7 billion             
Operating profit   up 29% to                          R543 million              
Taxation           up 456 % to                        R150 million              
Headline Earnings  down 10% to 140 cents per share                              
Dividend maintained at 45 cents per share for full year                         
This final year of Rebuilding Murray & Roberts has seen a fundamental reshaping 
of our Group in line with a strategic engagement of the global construction     
economy.  The acquisition of Cementation and a strategic partnership with Clough
has established a global engineering and contracting platform serving key       
natural resource markets in Southern Africa, Middle East, Southeast Asia and    
North America.                                                                  
Our domestic market leadership is enhanced through the acquisition of new       
business capacity in the construction economy and our preferred bidder status on
both the Gautrain Rapid Rail Link project and the PBMR Nuclear Power Programme. 
Commercial fixed investment has improved in Middle East and new project awards  
such as Dubai International Airport offer Murray & Roberts a platform for       
sustainable expansion following two years of market realignment.                
Finally, a major benefit of Rebuilding Murray & Roberts has materialised in the 
form of an empowerment strategy that will see broad-based community and staff   
participation in the equity of the Group into the future combined with value-   
based empowerment partnerships in the Group`s various operating markets.        
Brian C Bruce, Group Chief Executive                                            
EXECUTIVE SUMMARY                                                               
This final year of Rebuilding Murray & Roberts was characterised by intense     
transformation and change as all the preparation through the previous five years
crystallised into a new performance platform for the Group. Operating profits   
increased by 29% to R543 million (2004: R421 million) off a 27% increase in     
revenues to R10,7 billion (2004: R8,4 billion).                                 
This underpinned a performance consistent with the prospects statement included 
in the 2004 annual report and ahead of the half-year interim report. Unitrans   
Limited contributed only to the first half-year and with a return to normal     
levels of taxation, fully diluted headline earnings per share ended 10% down at 
140 cents (2004: 155 cents).                                                    
Disposal of the Group`s 44% shareholding in non-core investment Unitrans freed  
the Group for the acquisition of 100% of Cementation and a control shareholding 
over time in Clough Limited. Both companies operate within the strategic focus  
of the Group and are expected to deliver attributable earnings from the 2007    
financial year in line with what could have been expected had the Group remained
invested in Unitrans.                                                           
The operating margin is steady at 5,1% (2004: 5,0%). This incorporates a        
disappointing result in Middle East and a fair value increase in concession     
investments. The Group has remained within its sustainable operating margin     
range of 5,0% to 7,5% which reflects both the opportunity and risk profile of   
the Group`s target market.                                                      
The year-end net cash position improved to R1,7 billion (2004: R1,0 billion)    
following capital expenditure of R303 million (2004: R353 million) and a net    
acquisition inflow of R350 million (2004: R35 million outflow). Working capital 
peaked during the year, fuelled by delayed funding of previous-year losses and  
intra-year stock build-up primarily in the steel sector. Interest-bearing long  
term liabilities increased to R339 million (2004: R139 million). This primarily 
relates to a loan facility arranged to fund a portion of the acquisition of the 
Group`s shares in Clough Limited.                                               
The Group returned 16,1% on average shareholders` funds (2004: 19,0%). This is  
below the historic Group target of 20%, and is expected to improve in the future
once surplus cash has been invested into productive capacity.                   
Three areas of concern are noted that have impacted on performance in the year. 
* A loss of R40 million (12 cents per share) has been recorded on the Khalifa   
Sports Hall project in Qatar which has been recognised in full. Whereas some    
financial recovery is possible, it is the Group`s experience over recent years  
that this will require significant corporate resolve and may take more than the 
current reporting period to finalise.                                           
* A total of 12 fatalities (2004: 7 fatalities) were recorded in the year on    
work sites under control of the Group, highlighting the need for greater        
awareness amongst all employees and subcontractors of the inherent dangers      
associated with construction activity. The Group has committed the necessary    
resources to ensure that operations will become safer and that all people       
entering and working in the Group`s many operations are appropriately prepared  
and protected against possible danger.                                          
* The liquidation of Consani Engineering (Pty) Limited in January 2005 after it 
became evident that the company was not sustainable under current and projected 
economic and market conditions. This has been a major setback after the effort  
that went into transforming the company over the preceding years. An exceptional
write-down of R144 million has been recognised in the accounts, paving the way  
for settlement of the majority of employee and creditor claims against Consani. 
International Financial Reporting Standards (IFRS)                              
The Group is required in terms of revised JSE Listings Requirements, to prepare 
its annual financial statements in accordance with IFRS with effect from 1 July 
2005. SA GAAP differs in some areas from IFRS and the Group will restate its    
comparative financial statements appropriately and adjustments on transition to 
IFRS will be made retrospectively against the opening accumulated profit as at 1
July 2004.                                                                      
Where choice of accounting policies is available, including elective exceptions 
under IFRS 1: First-time Adoption of IFRS, these have been determined as        
appropriate for the Group.                                                      
Market                                                                          
All markets targeted by the Group are showing signs of sustainable growth       
potential, although sustained levels of increased value will depend in the short
term on how clients, contractors and suppliers adjust to changed dynamics and   
temporary shortages of capacity.                                                
In South Africa, gross fixed capital formation (GFCF) looks set for an extended 
period of sustainable growth, in contrast to significant investment decline over
the previous 30 years. Middle East countries in general are diversifying their  
regional economy, supported by a strong oil price and for them, challenging     
global alternatives. China in particular and Asia in general are placing        
increased demand into the global natural resources sector. Globalisation has    
brought greater awareness of human development needs, highlighting a global     
deficit in the supply of power, energy and water as well as education and       
employment opportunity.                                                         
Globalising Murray & Roberts recognises the influence of these trends on the    
fortunes of the Group. More specifically, the competitive landscape is          
increasingly influenced by those companies who have benchmarked global best     
practice for sustainable earnings growth and value creation. The board and      
executive leadership of Murray & Roberts has committed the Group to this level  
of achievement.                                                                 
Order book                                                                      
The Group`s project order book stood at R8,5 billion at 30 June 2005 (2004: R5,0
billion including Cementation), an increase of 70% in the year. More than 67% of
the order book is repeat business with known clients. The most significant award
in the year was Dubai International Airport where the Group`s 40% share amounts 
to R2,4 billion within three years.                                             
The Bombela Consortium was selected preferred bidder for the Gautrain Rapid Rail
Link subsequent to year-end. The Murray & Roberts share of this project will be 
disclosed on contract finalisation and is significant. The Group is also        
preferred bidder for the Pebble Bed Modular Reactor nuclear power programme     
together with long-term partner SNC Lavalin. This project is planned for        
construction starting in 2007 and over a three year period will offer           
significant new opportunity to a number of companies in the Group. Thereafter   
and subject to licensing, the multi-unit rollout programme is expected to extend
for up to 20 years.                                                             
New projects have been secured since year-end in the domestic mining and        
construction markets and in Middle East. The Directors are further encouraged by
major prospects being pursued by the Group across all its principle domestic and
international markets.                                                          
The long-term order book for foundry work is stable, although there is some     
volatility in off-take demand by customers. As preferred bidder, the Group still
awaits commencement of the Spoornet locomotive replacement programme in South   
Africa.                                                                         
Operations                                                                      
The Group`s South African regional construction activities recorded revenues of 
R2,21 billion (2004: R2,13 billion) and operating profits of R127 million (2004:
R93 million) at a margin of 5,7% (2004: 4,4%). This result includes R37 million 
in contribution from concession investments (2004: R35 million) and accommodates
a poor performance in the overtraded Western Cape market.                       
Integration between Cementation and Murray & Roberts in Southern Africa is well 
advanced with empowerment partner AKA Capital introduced from January 2005. The 
combined business recorded revenues of R1,85 billion (2004: R400 million for RUC
only) and an operating profit of R69 million (2004: R4 million for RUC only) at 
a margin of 3,7%. Revenues from mining contracting in Canada and Australia are  
R655 million with operating profits of R42 million at a margin of 6,4%.         
Middle East construction activities posted revenues of R914 million (2004: R889 
million) at an operating loss of R38 million (2004: R10 million loss including  
San Stefano). The major contributor to the loss is Khalifa Sports Hall, with a  
further R10 million provided against the ADNOC office project and San Stefano in
Egypt. There has been good progress in bringing these and other problem         
contracts to commercial finality.                                               
The engineering contracting and services operations experienced a difficult year
with a low order book leading to under-recovery of overheads. Combined operating
profits were down to R26 million (2004: R81 million) on revenues of R603million 
(2004: R651 million) at a margin of 4,3% (2004: 12,4%).                         
The general level of construction investment has remained buoyant in Southern   
Africa and Middle East, offering stable market conditions for the supply of     
construction materials and services. Steel products and services activities saw 
revenues increase to R1,64 billion (2004: R1,53 billion) at an operating profit 
of R95 million (2004: R84 million). Steel fabrication operations are more       
dependent on major project activity, but recorded growth in revenues to R626    
million (2004: R428 million) at an operating profit of R61 million (2004: R29   
million).                                                                       
The infrastructure materials and services businesses continue to underpin this  
sector with revenues of R833 million (2004: R737 million) delivering operating  
profits of R144 million (2004: R134 million).                                   
The Group`s industrial interests comprising Murray & Roberts Foundries Group,   
UCW and Consani (for the half year prior to liquidation) generated lower        
revenues of R1,02 billion (2004: R1,26 billion) but improved operating profits  
to R92 million (2004: R70 million) at a margin of 9,0% (2004: 5,6%).            
Corporate overheads for the year are R115 million (2004: R100 million) and      
reflect the increased cost of higher levels of domestic and international       
leadership to ensure the capacity for growth and risk management across the     
Group`s diverse activities.                                                     
Associates                                                                      
The Group`s 44% shareholding in Unitrans was sold effective 31 December 2004 and
its final contribution to associate headline earnings in the Group is R64       
million for the year.                                                           
The Murray & Roberts share of post-acquisition earnings in Clough Limited is R16
million for the year, which derives largely from its 83% listed subsidiary PT   
Petrosea in Indonesia, various oil & gas services projects and property         
development activity in Australia.                                              
Clough itself has recorded an attributable loss of AUD60 million for the year to
30 June 2005, the majority of which relate to pre-acquisition matters identified
by the Group in due diligence. This relates largely to an engineering,          
procurement, install and commission (EPIC) oil & gas project off Melbourne in   
the Bass Straights where the client has drawn down two on-demand performance    
bonds to the value of AUD39,8 million against alleged damages. Clough has taken 
its disputes to arbitration in terms of the contract, but in the meantime       
suffers a cash flow deficit. The share acquisition proceeds from Murray &       
Roberts has been useful in stabilising the company, allowing other operations to
continue and an appropriate legal response to be mounted.                       
Further details on Clough are available on www.clough.com.au                    
Exceptional items                                                               
The disposal of Unitrans produced an exceptional profit of R214 million. This   
has been partially offset in the period against a provisional loss on           
liquidation of Consani amounting to R144 million and an exceptional loss on sale
of Booker Tate of R47 million.                                                  
Exceptional charges have been raised against the Group`s remaining interest in  
Borbet South Africa (R15 million) and in the write down of outstanding goodwill 
relating to the purchase of JCI Projects in 2000 (R5 million). Straight-lining  
of lease commitments in the property head lease portfolio resulted in a credit  
of R12 million in the year.                                                     
Acquisition and disposal                                                        
The Cementation Company Africa Limited was acquired with effect from 1 July     
2004, delisted from the JSE Limited and all but 3,8% of minorities bought-out. A
series of transactions thereafter resulted in the merger of its main subsidiary 
with Murray & Roberts RUC. With effect from January 2005 and in terms of broad- 
based black economic empowerment criteria and the Mining Charter, AKA Capital   
acquired 26% of Murray & Roberts Cementation.                                   
Cementation Canada was acquired at the same time and has been fully incorporated
into the Group`s international structure.                                       
On 10 November 2004 minority shareholders in Clough Limited based in Perth      
Australia approved a transaction that allowed Murray & Roberts to increase its  
ownership in the company to 29,3% and in terms of a shareholder agreement with  
McRae Investments (representing the Clough Family), move to control over time as
allowed by the rules of the Australian Stock Exchange (ASX). The Group has since
acquired further shares in Clough through ASX and its interest in the company   
now stands at 30,2%.                                                            
The Group has reached agreement with McRae Investments and the Board of Clough  
Limited, subject to regulatory approvals, to increase its shareholding in Clough
through an issue and subscription for new shares and an equivalent sell-down by 
McRae. Murray & Roberts will thereafter hold the right to 49% of Clough and     
McRae will reduce to below 20%. This arrangement will free Clough of much of its
debt and with its increased shareholding Murray & Roberts will engage a more    
intense partnership with Clough across a broader market spectrum.               
The sale of Criterion Equipment to J&J Group from 1 September 2005 is an        
empowerment transaction valued at R75 million, including an element of vendor   
financing. Managing director Graham Callanan and his team have served the Group 
with distinction over the past five years and the directors wish them well into 
the future.                                                                     
The Group has acquired an initial 80% shareholding in Oconbrick (Pty) Limited   
with effect from 1 July 2005 for a consideration of R96 million. It is planned  
that this company together with Harvey Roofing will form the core of the Group`s
strategy to serve the developing affordable housing market in South Africa.     
Murray & Roberts has sought to acquire the entire shareholding of Concor Limited
in terms of Section 311 (alternatively Section 440 k) of the Companies Act.     
Negotiations are continuing and shareholders will be kept informed of progress. 
Black Economic Empowerment                                                      
Further to the cautionary published through SENS on 28 July 2005, the directors 
have approved a proposal for submission to shareholders in general meeting, to  
repurchase 10% of the Group`s shares using its own resources, with the specific 
intent to create the basis for broad-based black economic empowerment ownership 
in the equity of the Group. Details of this proposal are included in a separate 
announcement to shareholders of today`s date.                                   
Prospects                                                                       
The Group`s primary leadership focus over the past year has been to stabilise   
and resource existing operations in preparation for a period of sustainable     
market growth; to build a quality major project order book across all business  
sectors; and to convert surplus balance sheet cash and gearing capacity into new
areas of business potential within the core strategic focus of the group.       
The Group continues to seek involvement in numerous major project opportunities 
available in Middle East, Southeast Asia and Southern Africa. These include     
mining and construction projects, power generation facilities, transport systems
and minerals processing investments.                                            
The demand for construction materials in South Africa is expected to remain     
steady through the year ahead, with some growth expected as new major projects  
get started. It is encouraging that cement producers are well advanced with     
increased production plans.                                                     
Further expansion is planned for power generation capacity in South Africa and  
the regional transport infrastructure remains in need of significant upgrade to 
meet economic development targets. These offer increased public private         
partnership opportunity.                                                        
With a lower interest rate regime seemingly well established and inflation under
control, in spite of higher energy prices, the Group is positive that domestic  
market conditions will continue to improve during the year ahead. Growth will   
primarily be driven by government investment into infrastructure and by direct  
investment into industry, commercial and residential accommodation.             
International and natural resources markets of interest to the Group are        
expected to grow in line with continued economic activity in South and Southeast
Asia and demand from China. Investment in Middle East is driven primarily by    
energy, with increasing attention to the benefits of economic diversification as
the region seeks to eradicate its high levels of unemployment through the       
creation of an estimated 80 million jobs over the next 20 years.                
The Directors are of the view that the next few years will be positive to the   
Group and that there will be real growth in headline earnings in the year to 30 
June 2006.                                                                      
Dividend                                                                        
The directors have declared a final dividend of 30,0 cents per share in respect 
of the year ended 30 June 2005 (2004: 30,0 cents per share) making the total    
dividend 45,0 cents per share for the year (2004: 45,0 cents per share).        
Attention is drawn to the formal dividend announcement contained herein.        
On behalf of the directors                                                      
Roy Andersen   Chairman of the Board                                            
Brian Bruce    Group Chief Executive                                            
Roger Rees     Group Financial Director                                         
Bedfordview                                                                     
31 August 2005                                                                  
Notice to shareholders                                                          
Declaration of final ordinary dividend (No. 107)                                
Notice is hereby given that the final dividend, dividend No. 107 of 30 cents per
share in respect of the financial year ended 30 June 2005 has been declared     
payable to shareholders recorded in the register at the close of business on    
Friday 14 October 2005.                                                         
The salient dates for the final ordinary dividend are as follows:               
Last day to trade cum the dividend   Friday 7 October 2005                      
Shares commence trading ex dividend  Monday 10 October 2005                     
Record date                          Friday 14 October 2005                     
Payment date                         Monday 17 October 2005                     
Share certificates may not be dematerialised or re-materialised between Monday  
10 October 2005 and Friday 14 October 2005, both days inclusive.                
On Monday 17 October 2005, the dividend will be electronically transferred to   
the bank accounts of all certificated shareholders where this facility is       
available. Where electronic fund transfer is not available or desired, cheques  
dated 17 October 2005 will be posted on that date.                              
Dematerialised shareholder accounts will be credited at their CSDP or broker on 
Monday 17 October 2005.                                                         
By order of the Board                                                           
SF Linford                                                                      
Group Secretary                                                                 
Bedfordview                                                                     
31 August 2005                                                                  
Directors:                                                                      
RC Andersen* (Chairman) BC Bruce (Managing & Group Chief Executive) SJ Flanagan 
SE Funde* N Jorek3 SJ Macozoma* NM Magau* JM McMahon* IN Mkhize* RW Rees1 AA    
Routledge* MJ Shaw* KE Smith2 JJM Van Zyl* RT Vice*                             
Secretary:                                                                      
SF Linford                                                                      
1 British 2 Irish 3 German *Non executive                                       
Summarised consolidated income statement                                        
                                                        Restated                
                                            Audited     Audited                 
R millions                                  30.6.05     30.6.04                 
Revenue                                     10,694      8,424                   
Earnings before interest,                                                       
exceptional items,                                                              
depreciation and amortisation (EBITDA)      793         615                     
Amortisation of goodwill (note 2)           -           (5)                     
Depreciation                                (250)       (189)                   
Earnings before interest and exceptional    543         421                     
items                                                                           
Exceptional items                           13          (16)                    
Headlease and other discontinued property   11          (7)                     
activities                                                                      
Other                                       2           (9)                     
Earnings before interest and taxation       556         405                     
(EBIT)                                                                          
Net interest (expense) income               (5)         10                      
Earnings before taxation                    551         415                     
Taxation                                    (150)       (27)                    
Earnings after taxation                     401         388                     
Income from associates                      77          114                     
Minority shareholders` interest             (30)        (25)                    
Earnings attributable to ordinary           448         477                     
shareholders                                                                    
Reconciliation of headline earnings                                             
Attributable earnings                       448         477                     
Exceptional items as above                  (13)        16                      
Taxation on exceptional items               16          -                       
Amortisation of goodwill                    -           5                       
Non-headline portion of income from         2           5                       
associate                                                                       
Headline earnings                           453         503                     
Reconciliation of weighted average number                                       
of shares in issue (000)                                                        
Weighted average number of ordinary shares  331,893     331,893                 
in issue                                                                        
Less: weighted average number of shares     (13,664)    (13,788)                
held by The Murray & Roberts Trust                                              
Weighted average number of shares in issue  318,229     318,105                 
used in the determination of basic per                                          
share figures                                                                   
Add: adjustment for share options           4,611       6,173                   
Weighted average number of shares in issue  322,840     324,278                 
used in the determination of diluted per                                        
share figures                                                                   
Earnings per share (cents)                                                      
- Diluted                                   139         147                     
- Basic                                     141         150                     
Headline earnings per share (cents)                                             
- Diluted                                   140         155                     
- Basic                                     142         158                     
Total dividend per ordinary share (cents)*  45.0        45.0                    
Operating cash flow per share (cents)       201         87                      
* Based on the year to which the dividend relate.                               
Summarised consolidated balance sheet                                           
                                                        Restated                
                                            Audited     Audited                 
R millions                                  30.6.05     30.6.04                 
ASSETS                                                                          
Non-current assets                          2,318       2,319                   
Property, plant and equipment               1,194       1,090                   
Investment property                         259         271                     
Associate company - Unitrans Limited        -           653                     
Associate company - Clough Limited          505         -                       
Other investments                           360         305                     
Current assets                              4,796       3,775                   
Accounts receivable and other               2,863       2,671                   
Bank balances and cash                      1,933       1,104                   
Total tangible assets                       7,114       6,094                   
Goodwill                                    48          5                       
Deferred taxation assets                    38          33                      
TOTAL ASSETS                                7,200       6,132                   
EQUITY AND LIABILITIES                                                          
Permanent capital                           3,059       2,657                   
Ordinary shareholders` funds                2,967       2,603                   
Minority shareholders` interest             92          54                      
Non-current liabilities                     820         632                     
Long-term provision                         5           29                      
Obligations under finance headleases*       274         346                     
Other long-term liabilities*                339         139                     
Deferred taxation liabilities              202          118                     
Current liabilities                         3,321       2,843                   
Accounts payable and other                  2,940       2,560                   
Bank overdrafts and short-term loans*       381         283                     
TOTAL EQUITY AND LIABILITIES                7,200       6,132                   
Net asset value per share (cents)           932         818                     
* Interest-bearing borrowings                                                   
SUPPLEMENTARY INFORMATION (R millions)                                          
Commitments                                                                     
Capital expenditure                                                             
- spent                                     303         353                     
- authorised but unspent                    396         397                     
Operating lease commitments                 236         262                     
Contingent liabilities                      157         56                      
Summarised consolidated cash flow statement                                     
                                                        Restated                
                                            Audited     Audited                 
R millions                                  30.6.05     30.6.04                 
Cash generated by operations before         714         534                     
working capital changes                                                         
Cash outflow from discontinued headlease    (68)        (114)                   
property activities                                                             
Decrease (increase) in working capital      33          (88)                    
Cash generated by operations                679         332                     
Interest and taxation                       (11)        (43)                    
Operating cash flow                         668         289                     
Dividends paid                              (143)       (167)                   
Dividends paid to minority shareholders     (20)        (1)                     
Cash retained in operations                 505         121                     
Net investment activities                   107         (253)                   
Net funds flow                              612         (132)                   
Summarised statement of changes in equity                                       
                                                        Restated                
Audited     Audited                 

R millions                                  30.6.05     30.6.04                 
Opening balance                             2,603       2,484                   
Restatement (note 2)                        -           3                       
Earnings attributable to ordinary           448         477                     
shareholders                                                                    
Movement in revaluation reserve             (1)         (2)                     
Movement in non-trading financial asset     16          12                      
reserve                                                                         
Movement in hedging reserve                 3           2                       
Foreign currency translation                61          (163)                   
movement on investments                                                         
Movement in treasury shares                 (20)        (43)                    
Dividend declared and paid                  (143)       (167)                   
                                            2,967       2,603                   
Segmental analysis                                                              
Restated                       

                                     Audited     Audited                        
R millions                           30.6.05     30.6.04                        
REVENUE                                                                         
Construction & engineering           6,237       4,153                          
Construction materials & services    3,381       2,886                          
Fabrication & manufacture            870         763                            
Corporate                            1           1                              
Ongoing operations                   10,489      7,803                          
Discontinued operations              205         621                            
Revenue as reported                  10,694      8,424                          
EBIT                                                                            
Construction & engineering           226         177                            
Construction materials & services    337         274                            
Fabrication & manufacture            98          75                             
Corporate                            (115)       (100)                          
Ongoing operations                   546         426                            
Discontinued operations              (3)         (5)                            
EBIT as reported                     543         421                            
Notes:                                                                          
1. These consolidated summarised preliminary financial statements are prepared  
in accordance with AC127: Interim Financial Reporting. The accounting policies  
and methods of computation for the financial statements for the year ended 30   
June 2005 are consistent with those applied in the prior year except as         
described in note 2 below and are in accordance with South African Statements of
Generally Accepted Accounting Practice and the Companies Act in South Africa.   
2. Restatements, changes in accounting policy and comparatives.                 
2.1 AC140: Business Combinations                                                
The Group adopted AC140: Business Combinations during the current year. The     
adoption of this statement resulted in a change in the accounting policy for    
goodwill. For all business combinations on or after 31 March 2004 goodwill is   
measured as the excess of the `cost of the acquisition` over the `interest in   
the fair value of the assets, liabilities and contingent liabilities acquired   
and recognised`.                                                                
Until 30 June 2004, goodwill was:                                               
 - amortised on a straight line basis over its useful life with a maximum of ten
years.                                                                          
In accordance with the provisions of AC140:                                     
 - the Group ceased amortisation of goodwill from 1 July 2004;                  
 - accumulated amortisation as at 30 June 2004 has been eliminated with a       
corresponding decrease in the cost of goodwill; and                             
 - from 1 July 2004 onwards, goodwill is tested annually for impairment, as well
as when there are indications of impairment.                                    
Adoption of this accounting policy resulted in goodwill amortisation amounting  
to R5 million being ceased, and in a goodwill impairment charge of R5 million.  
The impact of the restatement on earnings and headline earnings per share is set
out below.                                                                      
The acquisition accounting for Clough Limited is still on a provisional basis.  
2.2 AC105: Leases                                                               
In prior years, operating lease payments were recognised in the income statement
in the year incurred. Interpretative guidance by the South African Institute of 
Chartered Accountants, Circular 7/2005 issued in August 2005, require minimum   
lease payments that are subject to fixed escalations to be spread over the life 
of the lease instead of as incurred.                                            
                                                      R millions                
The adjustments resulting from the restatement can                              
be summarised as follows:                                                       
Increase of 2003 accumulated profit opening balance   -                         
Recognition of deferred operating lease income        108                       
accrual                                                                         
Recognition of deferred operating lease cost accrual  (119)                     
Decrease of 2004 net profit                           (11)                      
Increase of 2005 net profit                           13                        
The impact of the restatement on earnings and headline earnings per share is set
out below.                                                                      
2.3 Depreciation of headlease investment property                               
In prior years, the land element of the capitalised headlease investment        
property was incorrectly depreciated together with the building element. During 
the current year, this has been corrected by a reversal of R6 million in        
accumulated depreciation.                                                       
                                                      R millions                
The adjustments resulting from the restatement can                              
be summarised as follows:                                                       
Increase in 2003 accumulated profit opening balance   3                         
Increase in 2004 net profit                           3                         
Increase in 2005 net profit                           3                         
The impact of the restatement on earnings and headline earnings per share is set
out below.                                                                      
2.4 Impact on earnings and headline earnings per share                          
                                               Increase                         
(decrease) in                    

                                               basic and diluted                
                                               earnings per share               
                                               (EPS)                            
2005      2004                   

                                               Cents     Cents                  
Non-amortisation of goodwill                   2         -                      
Impairment of goodwill                         (2)       -                      
Recognition of operating lease payments                                         
and income on a straight-line basis*           4         (3)                    
Adjustments to the depreciation of headlease                                    
investment property*                           1         1                      
Total impact                                   5         (2)                    
These adjustments had no impact on basic and diluted headline earnings per share
(HEPS).                                                                         
* Relates to the headlease and other discontinued property activities           
2.5 Comparatives                                                                
The comparative information presented has been restated for the following:      
- reclassification of investment property from property, plant and equipment to 
investment property;                                                            
- reclassification of an impairment provision from other accruals to other      
investments;                                                                    
- restatement of operating lease costs and income on a straight-line basis; and 
- restatement of the depreciation on headlease investment property.             
3. Total financial institution guarantees given to third parties on behalf of   
group companies amounted to R1 788 million (2004: R1 352 million). The directors
do not believe any exposure to loss is likely.                                  
4. These summarised financial statements and the annual financial statements    
from which they have been extracted have been audited by the company`s auditors,
Deloitte & Touche. Their unqualified audit opinions are available for inspection
at the company`s registered office.                                             
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
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